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                                                             EXECUTION COPY


                      
                           REIMBURSEMENT AGREEMENT

      
                          Dated as of April 1, 1998


                                by and among


                    MERRY LAND & INVESTMENT COMPANY, INC.,
                                            as Borrower,

                   THE FINANCIAL INSTITUTIONS PARTY HERETO
                  AND THEIR ASSIGNEES UNDER SECTION 10.5.(c),
                                            as Lenders,


                                    and
 

                         FIRST UNION NATIONAL BANK,
                                            as Agent


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<PAGE>

     THIS  REIMBURSEMENT  AGREEMENT  dated as of April 1, 1998 by and among
MERRY LAND & INVESTMENT COMPANY, INC.,  a  corporation  organized under the
laws  of  the  State  of  Georgia  (the "Borrower"), each of the  financial
institutions initially a signatory hereto  together  with  their  assignees
pursuant to Section 10.5.(c) (the "Lenders") and FIRST UNION NATIONAL BANK,
as Agent (the "Agent").

     WHEREAS,  the  Agent  and the Lenders desire to make available to  the
Borrower a letter of credit  facility 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:

     "ACCESSION AGREEMENT"  means  an  Accession Agreement substantially in
the form of Annex I to the Guaranty.

     "ACQUISITION"  means  the  acquisition  by  the  Borrower,  indirectly
through certain Subsidiaries, of  all  of  the  partnership interest of the
Target Partnerships from Trammell Crow Residential  Company pursuant to the
Acquisition Agreement.

     "ACQUISITION  AGREEMENT"  means  that  certain Contribution  Agreement
dated February 23, 1998 by and among Borrower, Merry Land DownREIT I LP and
certain affiliates of Trammell Crow Residential Company.

     "ACQUISITION DOCUMENT" means the Acquisition  Agreement  and any other
document, instrument or agreement executed and delivered by any  Person  in
connection with the Acquisition Agreement or the Acquisition.

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

     "AFFILIATE"  means  any  Person  (other than the Agent or any Lender):
(a) directly or indirectly controlling,  controlled  by,  or  under  common
control  with,  the  Borrower; (b) directly or indirectly owning or holding
five percent (5.0%) or  more  of  any  equity  interest in the Borrower; or
(c)  five  percent (5.0%) or more of whose voting  stock  or  other  equity
interest is  directly  or  indirectly  owned  or held by the Borrower.  For
purposes  of  this  definition,  "control"  (including   with   correlative
meanings,  the  terms  "controlling",  "controlled  by"  and  "under common
control with") means the possession directly or indirectly of the  power to
direct  or  cause the direction of the management and policies of a Person,
whether through  the  ownership  of  voting  securities  or  by contract or
otherwise.

     "AGENT"   means  First  Union  National  Bank,  in  its  capacity   as
contractual  representative   of  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.

     "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 10.5.(c).

     "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 or such  other form as may be agreed
to by such Lender, such Assignee and the Agent.

     "BANK BONDS" means any Bonds acquired or held by or for the benefit of
the Issuer of such Bonds, the applicable Target Partnership,  the Borrower,
any  general  partner  of such Target Partnership or any guarantor  of  the
obligations of such Target  Partnership under the "Loan Agreement" relating
to  such  Bonds,  this  Agreement  or  any  Confirming  Bank  Reimbursement
Agreement.

     "BASE RATE" means the  per annum rate of interest equal to the greater
of (a) the Prime Rate or (b)  the  Federal  Funds Rate plus one-half of one
percent (0.5%). 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.  The Base Rate
is a reference  rate  used  by  the  Agent in determining interest rates on
certain loans and is not intended to be the lowest rate of interest charged
by the Agent or any Lender on any extension of credit to any debtor.

     "BONDS" means each of the bonds described in Schedule 1.1.(a) attached
hereto.

     "BOND DOCUMENTS" means, with respect to a given issue of Bonds, such
Bonds, the Indenture relating thereto, and all other documents, instruments
or agreements entered into by any Target Partnership, the Borrower, any
other Subsidiary of the Borrower, the Trustee under such Indenture, the
Issuer of such Bonds, the Remarketing Agent for such Bonds or any other
Person, in each case, in connection with such Bonds.

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

     "BUSINESS  DAY"  means any day other than a Saturday, Sunday or  other
day on which banks in Charlotte,  North Carolina are authorized or required
to close.

     "CASH EQUIVALENTS" means: (a) securities issued, guaranteed or insured
by the United States of America or  any  of its agencies with maturities of
not more than one year from the date acquired;  (b) certificates of deposit
with maturities of not more than one year from the  date acquired issued by
a United States federal or state chartered commercial  bank  of  recognized
standing,   which   has   capital  and  unimpaired  surplus  in  excess  of
$500,000,000.00 and which bank  or  its  holding  company  has a short-term
commercial  paper  rating of at least A-2 or the equivalent by  Standard  &
Poor's Rating Group,  a  division of McGraw-Hill, Inc. ("S&P"), or at least
P-2  or the equivalent by Moody's  Investors  Services,  Inc.  ("Moody's");
(c) reverse  repurchase  agreements  with terms of not more than seven days
from the date acquired, for securities  of the type described in clause (a)
above and entered into only with commercial banks having the qualifications
described in clause (b) above; (d) commercial  paper  issued  by any Person
incorporated  under the laws of the United States of America or  any  State
thereof and rated at least A-2 or the equivalent thereof by S&P or at least
P-2 or the equivalent  thereof  by Moody's, in each case with maturities of
not more than one year from the date acquired; and (e) investments in money
market funds registered under the  Investment  Company  Act  of 1940, which
have  net  assets  of  at  least $500,000,000.00 and at least 85% of  whose
assets consist of securities and other obligations of the type described in
clauses (a) through (d) above.

     "COLLATERAL" means any real or personal property securing any of the
Obligations, including without limitation, all "Pledged Collateral" as
defined in the Pledge Agreement and real property subject to the lien of
any Collateral Document.

     "COLLATERAL ACCOUNT" means  a  special  non-interest  bearing  deposit
account maintained at the Principal Office of the Agent and under its  sole
dominion and control.

     "COLLATERAL DOCUMENTS" means the Pledge Agreement and all other
security agreements, financing statements, and other loan and collateral
documents creating, evidencing and perfecting the Agent's Liens in any of
the Collateral.

     "COMMITMENT"  means,  as  to  each Lender, such Lender's obligation to
issue (in the case of the Agent only) or participate in (in the case of all
of the other Lenders) Letters of Credit  pursuant  to  Section  2.1.(a) and
2.1.(f)  respectively,  in an amount up to, but not exceeding (but  in  the
case of the Agent excluding  the  aggregate amount of participations in the
Letters of Credit held by other Lenders),  the  amount  set  forth for such
Lender on its signature page hereto as such Lender's "Commitment Amount" or
as set forth in the applicable Assignment and Acceptance Agreement,  as the
same  may  be  changed  from  time  to  time  as appropriate to reflect any
assignments to or by such Lender effected in accordance with Section 10.5.

     "COMMITMENT PERCENTAGE" means, as to each Lender, the ratio, expressed
as a percentage, of (a) the amount of such Lender's  Commitment  to (b) the
sum  of  (i)  the  aggregate  amount  of  the  Commitments  of  all Lenders
hereunder;  provided,  however,  that  if at the time of determination  the
Commitments  have  terminated  or been reduced  to  zero,  the  "Commitment
Percentage" of each Lender shall  be  the  Commitment  Percentage  of  such
Lender in effect immediately prior to such termination or reduction.

     "CONFIRMING  BANK"  means  any financial institution that has issued a
Confirming Bank Letter of Credit.   Initially,  the only Confirming Bank is
Barclays Bank, PLC, New York Branch.

     "CONFIRMING BANK LETTER OF CREDIT" means a letter of credit, guaranty,
confirmation or other similar type of security or credit enhancement issued
by  a Confirming Bank in support of the payment of  the  principal  of,  or
interest  or  premium,  if  any,  on,  any issue of Bonds (or the Letter of
Credit issued in support of such payments on any issue of Bonds).

     "CONFIRMING  BANK  REIMBURSEMENT  AGREEMENT"  means  the  confirmation
agreement, reimbursement agreement or other  agreement between a Confirming
Bank and the Agent pursuant to which the Agent  agrees  to  reimburse  such
Confirming  Bank  for  payments  made  by  such  Confirming  Bank under the
applicable Confirming Bank Letter of Credit.

     "CREDIT  AGREEMENT"  means that certain Credit Agreement dated  as  of
September 16, 1997, by and  among  the Borrower, the financial institutions
from time to time parties thereto as  "Lenders"  and  First  Union National
Bank,  as  Agent,  as  in  effect on the date hereof and as hereinafter  in
effect (or deemed in effect) as specified in Section 10.8.

     "CREDIT AGREEMENT DEFAULT"  means  any event or condition set forth in
Section 10.1. of the Credit Agreement.

     "CREDIT  AGREEMENT  REPRESENTATIONS"  means  the  representations  and
warranties of the Borrower and its Subsidiaries  made  or deemed made under
the  Credit  Agreement  or  any  other Loan Document (as defined  therein),
including without limitation, the  representations and warranties set forth
in Article VI of the Credit Agreement.

     "DEFAULT" means any of the events  specified  in Section 8.1., whether
or not there has been satisfied any requirement for  the  giving of notice,
the lapse of time or both.

     "DEFAULTING LENDER" has the meaning set forth in Section 3.10.

     "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
Section 5.1. shall have been fulfilled or waived in writing by the Agent.

     "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  ("OECD"),  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.  If such Person
is  not  currently  a Lender, such  Person's  senior  unsecured  long  term
indebtedness must be rated BBB or higher by S&P, Baa2 or higher by Moody's,
or the equivalent or  higher of either such rating by another Rating Agency
acceptable to the Agent.   Notwithstanding  the  foregoing,  if an Event of
Default shall have occurred and be continuing under Section 8.1.(a) or (b),
the "Eligible Assignee" shall mean any Person that is not an individual.

     "EVENT OF DEFAULT" means any of the events specified in Section  8.1.,
provided  that  any  requirement  for  notice or lapse of time or any other
condition has been satisfied.

     "EXTENSION REQUEST" has the meaning given that term in Section 2.3.

     "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.

     "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.

     "FIRST  UNION"  means First Union National Bank and its successors and
assigns.

     "FOREIGN LENDER"  means  any  Lender  organized  under  the  laws of a
jurisdiction other than the United States of America.

     "GAAP" means accounting principles as promulgated from time to time in
statements,  opinions  and  pronouncements  by  the  American  Institute of
Certified  Public Accountants and the Financial Accounting Standards  Board
and in such  statements, opinions and pronouncements of such other entities
with respect to  financial  accounting  of  for-profit entities as shall be
accepted  by  a  substantial segment of the accounting  profession  in  the
United States.

     "GOVERNMENTAL   APPROVALS"   means   all   authorizations,   consents,
approvals, licenses and exemptions of, registrations and filings with,  and
reports to, all Governmental Authorities.

     "GOVERNMENTAL AUTHORITY" means any national, state or local government
(whether  domestic  or  foreign),  any political subdivision thereof or any
other  governmental,  quasi-governmental,  judicial,  public  or  statutory
instrumentality, authority,  body,  agency,  bureau  or  entity (including,
without   limitation,  the  Federal  Deposit  Insurance  Corporation,   the
Comptroller  of the Currency or the Federal Reserve Board, any central bank
or any comparable  authority)  or  any  arbitrator with authority to bind a
party at law.

     "GUARANTY" means the Guaranty to which  various  Subsidiaries are from
time to time parties and substantially in the form of Exhibit B.

     "INDENTURE" means any of the trust indentures described in
Schedule 1.1.(b).

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

     "ISSUER" means any Person who issued any Bond.

     "L/C COMMITMENT AMOUNT" equals $100,991,788.

     "LENDER"  means  each  financial  institution  from time to time party
hereto as a "Lender," together with its respective successors and assigns.

     "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.

     "LETTER OF CREDIT" has the meaning set forth in Section 2.1.(a).

     "LETTER  OF  CREDIT  DOCUMENTS"  means, with respect to any Letter  of
Credit, collectively, any application therefor,  any  certificate  or other
document presented in connection with a drawing under such Letter of Credit
and  any  other  agreement,  instrument  or  other  document  governing  or
providing for (a) the rights and obligations of the parties concerned or at
risk  with  respect to such Letter of Credit or (b) any collateral security
for any of such obligations.

     "LETTER OF CREDIT LIABILITIES" shall mean, without duplication, at any
time and in respect  of  any  Letter  of  Credit, the sum of (a) the Stated
Amount  of such Letter of Credit plus (b) the  aggregate  unpaid  principal
amount of  all  Reimbursement  Obligations of the Borrower at such time due
and payable in respect of all drawings  made  under  such Letter of Credit.
For  purposes  of  this Agreement, a Lender (other than the  Agent  in  its
capacity as such) shall  be  deemed to hold a Letter of Credit Liability in
an amount equal to its participation  interest  in  the  related  Letter of
Credit  under  Section  2.1.(f),  and  the Agent shall be deemed to hold  a
Letter of Credit Liability in an amount  equal  to its retained interest in
the related Letter of Credit after giving effect  to the acquisition by the
Lenders other than the Agent of their participation  interests  under  such
Section.

     "LOAN  DOCUMENT"  means this Agreement, each Letter of Credit Document
and  each other document  or  instrument  now  or  hereafter  executed  and
delivered by the Borrower or any Subsidiary in connection with, pursuant to
or relating to this Agreement.

     "MATERIAL ADVERSE EFFECT" means a materially adverse effect on (a) the
business,  assets,  liabilities, financial condition, results of operations
or business prospects  of  the  Borrower  and  its  Subsidiaries taken as a
whole, (b) the ability of the Borrower to perform its obligations under any
Loan Document to which it is a party which does not result  from a material
adverse   effect   on  the  items  described  in  the  immediate  preceding
clause  (a),  (c) the  validity  or  enforceability  of  any  of  the  Loan
Documents, (d)  the  rights and remedies of the Lenders and the Agent under
any of such Loan Documents  or  (e) the timely payment of the Reimbursement
Obligations or other amounts payable  in  connection herewith.  Except with
respect  to representations made or deemed made  by  the  Borrower  or  any
Subsidiary  in  any of the other Loan Documents to which it is a party, all
determinations of  materiality  shall  be  made by the Requisite Lenders in
their reasonable judgment unless expressly provided otherwise.

     "MATERIAL SUBSIDIARY" has the meaning given  that  term  in the Credit
Agreement.

     "MORTGAGE"  means  each  Mortgage, Assignment of Rents and Leases  and
Security Agreement executed by a Target Partnership in favor of the Agent.

     "OBLIGATIONS"   means,  individually   and   collectively:   (a)   all
Reimbursement Obligations  and  all  other Letter of Credit Liabilities 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.

     "OTHER  RELEVANT  SUBSIDIARY"  means  any Subsidiary, individually  or
together  with other Subsidiaries, the occurrence  of  any  of  the  events
described in  Sections  8.1.(f)  or  8.1.(g)  with  respect  to which could
reasonably be expected to have a Material Adverse Effect.

     "PARTICIPANT" has the meaning given that term in Section 10.5.(b).

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

     "PLACEMENT MEMORANDUM" means, with respect to a given issue of Bonds,
the private placement memorandum, offering circular, remarketing circular
or other similar writing used by the Remarketing Agent in connection with
sales of such Bonds.

     "PLEDGE AGREEMENT" means the Pledge Agreement dated as of the date
hereof executed by the Borrower in favor of the Agent and in substantially
the form of Exhibit C.

     "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 Base Rate as in effect from
time to time.

     "PRIME RATE" means the rate  of  interest per annum announced publicly
by the Agent as its prime rate from time  to  time.   The Prime Rate is not
necessarily the best or the lowest rate of interest offered by the Agent or
any Lender.

     "PRINCIPAL OFFICE" means the office of the Agent located  at One First
Union Center, Charlotte, North Carolina 28288, or such other office  of the
Agent as the Agent may designate from time to time.

     "REGISTER" has the meaning given that term in Section 10.5.(d).

     "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  OBLIGATION"  means  the  absolute,  unconditional  and
irrevocable obligation of the Borrower to reimburse the Agent  for  (a) any
drawing  honored  by  the Agent under a Letter of Credit or (b) any payment
made  by  the Agent to any  Confirming  Bank  under  or  in  respect  of  a
Confirming   Bank   Letter  of  Credit  or  Confirming  Bank  Reimbursement
Agreement.

     "REMARKETING AGENT" means the Person acting as remarketing agent (or
performing an analogous function) for a given issue of Bonds.

     "REQUISITE LENDERS"  means,  as  of  any date, Lenders having at least
66-2/3% of the aggregate amount of the Commitments,  or, if the Commitments
have been terminated or reduced to zero, Lenders holding  at  least 66-2/3%
of the principal amount of the Letter of Credit Liabilities.

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

     "S&P" means Standard & Poor's  Rating Group, a division of McGraw-Hill
Companies, Inc.

     "STATED  AMOUNT"  means  the  amount   available  to  be  drawn  by  a
beneficiary under a Letter of Credit from time  to time, as such amount may
be increased or reduced from time to time in accordance  with  the terms of
such Letter of Credit.

     "STATED TERMINATION DATE" means the date set forth as such in a Letter
of Credit and any such later date to which it may be extended in accordance
with Section 2.3.

     "SUBSIDIARY"  means,  for any Person, any corporation, partnership  or
other entity of which at least  a  majority  of  the  securities  or  other
ownership  interests  having  by the terms thereof ordinary voting power to
elect a majority of the board of  directors  or  other  persons  performing
similar functions of such corporation, partnership or other entity (without
regard  to  the  occurrence of any contingency) is at the time directly  or
indirectly owned or  controlled  by such Person or one or more Subsidiaries
of such Person or by such Person and  one  or  more  Subsidiaries  of  such
Person.   "WHOLLY OWNED SUBSIDIARY" means any such corporation, partnership
or other entity  of  which  all of the equity securities or other ownership
interests (other than, in the  case of a corporation, directors' qualifying
shares) are so owned or controlled.

     "TARGET PARTNERSHIP" means  each  of  the  partnerships  identified on
Schedule 1.1.(c).

     "TAXES" has the meaning given that term in Section 3.11.

     "TRUSTEE" means any Person acting in the capacity of trustee  for  the
holders of any series of Bonds pursuant to the applicable Bond Documents.

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 from time to time to the extent  permitted 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 Charlotte, North Carolina time.

                    ARTICLE II. LETTER OF CREDIT FACILITY

Section 2.1.  Letters of Credit.

     (a)  LETTERS  OF  CREDIT.  Subject to the terms and conditions of this
Agreement, the Agent, on  behalf  of  the  Lenders, agrees to issue for the
account of the Borrower on the Effective Date one or more letters of credit
(each a "Letter of Credit") up to a maximum  aggregate Stated Amount at any
one time outstanding not to exceed the L/C Commitment  Amount.  Each Letter
of Credit shall be substantially in the form of Exhibit  D  attached hereto
or  in  such  other  form  as  may  be acceptable to the Agent in its  sole
discretion.   The Stated Amount, initial  beneficiary,  Stated  Termination
Date and brief  description of the intended use of each Letter of Credit is
set forth on Schedule  2.1.   To  the extent any term of a Letter of Credit
Document (other than a Letter of Credit) is inconsistent with a term of any
other Loan Document that is not a Letter  of  Credit  Document, the term of
such Loan Document shall control.

     (b)  REIMBURSEMENT  OBLIGATIONS.  The Borrower hereby  unconditionally
and irrevocably agrees to  pay  and  reimburse  the Agent for the amount of
each demand for payment honored by the Agent under  any  Letter  of  Credit
promptly upon payment by the Agent to the beneficiary, without presentment,
demand,  protest  or  other  formalities  of any kind.  Upon receipt by the
Agent of any payment in respect of any Reimbursement  Obligation in respect
of any Letter of Credit, the Agent shall promptly pay to  each  Lender that
has   acquired  a  participation  therein  under  the  second  sentence  of
Section 2.1.(f) such Lender's Commitment Percentage of such payment.

     (c)  EFFECT OF LETTERS OF CREDIT ON COMMITMENTS.  Upon the issuance by
the Agent  of  any  Letter  of Credit and until such Letter of Credit shall
have expired or been terminated,  the  Commitment  of  each Lender shall be
deemed to be utilized for all purposes of this Agreement in an amount equal
to such Lender's Commitment Percentage of the Stated Amount  of such Letter
of Credit plus any related Reimbursement Obligations then outstanding.

     (d)  AGENT'S DUTIES REGARDING LETTERS OF CREDIT; UNCONDITIONAL  NATURE
OF   REIMBURSEMENT   OBLIGATION.    In  examining  documents  presented  in
connection with drawings under Letters  of Credit and making payments under
such Letters of Credit against such documents, the Agent shall use the same
standard  of  care  as  it  uses  in connection  with  examining  documents
presented in connection with drawings  under  letters of credit in which it
has  not  sold participations and making payments  under  such  letters  of
credit.  The  Borrower  assumes  all risks of the acts and omissions of, or
misuse of the Letters of Credit by,  the  respective  beneficiaries of such
Letters of Credit.  In furtherance and not in limitation  of the foregoing,
neither  the  Agent nor any of the Lenders shall, except and  only  to  the
extent the Agent  or such Lender has acted with gross negligence or willful
misconduct,  be  responsible  for  (i)  the  form,  validity,  sufficiency,
accuracy, genuineness  or  legal  effects  of any document submitted by any
party in connection with the application for and issuance of or any drawing
honored under any Letter of Credit even if it should in fact prove to be in
any  or  all  respects  invalid,  insufficient, inaccurate,  fraudulent  or
forged; (ii) the validity or sufficiency  of any instrument transferring or
assigning or purporting to transfer or assign  any Letter of Credit, or the
rights or benefits thereunder or proceeds thereof,  in  whole  or  in part,
which  may prove to be invalid or ineffective for any reason; (iii) failure
of the beneficiary  of any Letter of Credit to comply fully with conditions
required  in order to  draw  upon  such  Letter  of  Credit;  (iv)  errors,
omissions,  interruptions  or  delays  in  transmission  or delivery of any
messages, by mail, cable, telex, telecopy or otherwise, whether or not they
be  in  cipher; (v) errors in interpretation of technical terms;  (vi)  any
loss or delay  in the transmission or otherwise of any document required in
order to make a  drawing  under  any  Letter  of Credit, or of the proceeds
thereof; (vii) the misapplication by the beneficiary  of any such Letter of
Credit,  or  the proceeds of any drawing under such Letter  of  Credit;  or
(viii) any consequences arising from causes beyond the control of the Agent
or the Lenders.   None  of  the  above  shall affect, impair or prevent the
vesting of any of the Agent's rights or powers  hereunder.  No action taken
or omitted to be taken by the Agent under or in connection  with any Letter
of  Credit,  if  taken  or  omitted  in the absence of gross negligence  or
willful misconduct, shall create against  the  Agent  any  liability to the
Borrower or any Lender.  In this connection, the obligation of the Borrower
to  reimburse  the  Agent for any drawing made under any Letter  of  Credit
shall be absolute, unconditional and irrevocable and shall be paid strictly
in accordance with the  terms  of  this  Agreement  under all circumstances
whatsoever,  including  without  limitation,  the following  circumstances:
(A)  any  lack  of  validity  or  enforceability of any  Letter  of  Credit
Document, any Bond Document or any  term  or  provisions  therein;  (B) any
amendment  or waiver of or any consent to departure from all or any of  the
Letter of Credit Documents; (C) the existence of any claim, setoff, defense
or other right  which  the Borrower may have at any time against the Agent,
any Lender, any Trustee,  any Issuer, any beneficiary of a Letter of Credit
or  any  other Person, whether  in  connection  with  this  Agreement,  the
transactions  contemplated  hereby,  the  Bond  Documents, the transactions
contemplated  thereby,   or  in  the  Letter  of Credit  Documents  or  any
unrelated transaction; (D) any breach of contract  or  dispute  between the
Borrower,  the  Agent,  any  Lender, any Trustee, any Issuer, or any  other
Person; (E) any demand, statement  or  any other document presented under a
Letter of Credit proving to be forged, fraudulent,  invalid or insufficient
in  any  respect  or any statement therein or made in connection  therewith
being  untrue  or  inaccurate   in   any   respect   whatsoever;   (F)  any
non-application or misapplication by the beneficiary of a Letter of  Credit
of the proceeds of any drawing under such Letter of Credit; (G) payment  by
the  Agent  under  the  Letter of Credit against presentation of a draft or
certificate which does not  strictly comply with the terms of the Letter of
Credit; and (H) any other act,  omission  to  act,  delay  or  circumstance
whatsoever that might, but for the provisions of this Section, constitute a
legal  or equitable defense to or discharge of the Borrower's Reimbursement
Obligations.

     (e)  AMENDMENTS,  ETC.   The  issuance  by the Agent of any amendment,
supplement or other modification to any Letter  of  Credit shall be subject
to  the  same  conditions applicable under this Agreement  to  the  initial
issuance of the  Letters of Credit (including, without limitation, that the
request therefor be  made  through  the  Agent),  and  no  such  amendment,
supplement  or  other  modification  shall be issued unless either (i)  the
respective Letter of Credit affected thereby  would have complied with such
conditions  had  it  originally  been  issued hereunder  in  such  amended,
supplemented  or modified form or (ii) the  Requisite  Lenders  shall  have
consented thereto.

     (f)  LENDERS'  PARTICIPATION  IN LETTERS OF CREDIT.  Each Lender shall
be deemed to have irrevocably and unconditionally  purchased  and  received
from  the  Agent,  without recourse or warranty, an undivided interest  and
participation to the  extent  of such Lender's Commitment Percentage of the
liability of the Agent with respect  to  each  Letter  of  Credit  and each
Lender thereby shall absolutely, unconditionally and irrevocably assume, as
primary  obligor  and not as surety, and shall be unconditionally obligated
to the Agent to pay  and  discharge  when  due,  such  Lender's  Commitment
Percentage  of  the  Agent's  liability  under  such Letter of Credit.   In
addition,  upon  the making of each payment by a Lender  to  the  Agent  in
respect of any Letter  of  Credit  pursuant  to  the  immediately following
subsection  (g), such Lender shall, automatically and without  any  further
action on the part of the Agent or such Lender, acquire (i) a participation
in an amount equal to such payment in the Reimbursement Obligation owing to
the Agent by  the  Borrower  in respect of such Letter of Credit and (ii) a
participation in a percentage  equal to such Lender's Commitment Percentage
in any interest or other amounts payable by the Borrower in respect of such
Reimbursement Obligation (other than the Fees payable to the Agent pursuant
to the last sentence of Section 3.5.(a) or under Section 3.5.(b)).

     (g)  PAYMENT OBLIGATION OF  LENDERS.   Each Lender severally agrees to
pay to the Agent on demand in immediately available  funds  in  Dollars the
amount of such Lender's Commitment Percentage of each drawing paid  by  the
Agent  under  each  Letter  of  Credit  to  the  extent  such amount is not
reimbursed by the Borrower pursuant to Section 2.1.(b).  Each such Lender's
obligation  to  make such payments to the Agent under this subsection,  and
the Agent's right  to  receive the same, shall be absolute, irrevocable and
unconditional and shall  not  be  affected  in  any way by any circumstance
whatsoever,  including without limitation, (i) the  failure  of  any  other
Lender to make  its  payment  under  this  subsection,  (ii)  the financial
condition  of the Borrower or any of its Subsidiaries, (iii) the  existence
of any Default  or  Event  of  Default,  including  any  Event  of  Default
described  in  Section  8.1.(f)  or 8.1.(g), or (iv) the termination of the
Commitments.  Each such payment to  the  Agent  shall  be  made without any
offset, abatement, withholding or deduction whatsoever.

     (h)  INFORMATION TO LENDERS.  Upon the request of any Lender from time
to  time,  the  Agent  shall deliver to such Lender information  reasonably
requested  by such Lender  with  respect  to  any  Letter  of  Credit  then
outstanding.   Other  than as set forth in this subsection, the Agent shall
have no duty to notify  the  Lenders  with respect to matters regarding any
Letter of Credit.  The failure of the Agent  to  perform  its  requirements
under  this  subsection  shall  not relieve any Lender from its obligations
under Section 2.1.(g).

SECTION 2.2.  CONFIRMING BANK LETTER OF CREDIT.

     (a)  LETTERS OF CREDIT.  Subject  to  the terms and conditions of this
Agreement, on the Effective Date the Agent agrees  to cause to be delivered
to the applicable Trustees five Confirming Bank Letters  of  Credit  having
the  initial stated amounts, expiration dates and the other terms generally
described in Schedule 2.2.

     (b)  REIMBURSEMENT  OBLIGATIONS.   The Borrower hereby unconditionally
and irrevocably agrees to pay and reimburse  the  Agent  for  the amount of
each payment made by the Agent to any Confirming Bank under or  pursuant to
the  terms  of  any  Confirming Bank Reimbursement Agreement promptly  upon
payment thereof by the Agent, without presentment, demand, protest or other
formalities of any kind.   Upon  receipt  by  the  Agent  of any payment in
respect of any such Reimbursement Obligation, the Agent shall  promptly pay
to  each Lender that has acquired a participation therein under the  second
sentence  of  Section  2.2.(d)  such Lender's Commitment Percentage of such
payment.

     (c)  UNCONDITIONAL NATURE OF  REIMBURSEMENT  OBLIGATION.  The Borrower
assumes all risks of the acts and omissions of, or misuse of the Confirming
Letters  of  Credit  by, the respective beneficiaries  of  such  Confirming
Letters of Credit.  In  furtherance and not in limitation of the foregoing,
neither the Agent nor any  of  the  Lenders  shall,  except and only to the
extent the Agent or such Lender has acted with gross negligence  or willful
misconduct,  be  responsible  for  (i)  the  form,  validity,  sufficiency,
accuracy,  genuineness  or legal effects of any document submitted  by  any
party in connection with the application for and issuance of or any drawing
honored under any Confirming  Letter  of  Credit  even if it should in fact
prove  to  be  in  any  or all respects invalid, insufficient,  inaccurate,
fraudulent or forged; (ii)  the  validity  or sufficiency of any instrument
transferring  or  assigning  or  purporting  to  transfer   or  assign  any
Confirming  Letter  of  Credit,  or  the  rights or benefits thereunder  or
proceeds thereof, in whole or in part, which  may  prove  to  be invalid or
ineffective  for  any  reason;  (iii)  failure  of  the beneficiary of  any
Confirming  Letter  of Credit to comply fully with conditions  required  in
order  to  draw  upon  such  Confirming  Letter  of  Credit;  (iv)  errors,
omissions, interruptions  or  delays  in  transmission  or  delivery of any
messages, by mail, cable, telex, telecopy or otherwise, whether or not they
be  in  cipher; (v) errors in interpretation of technical terms;  (vi)  any
loss or delay  in the transmission or otherwise of any document required in
order to make a  drawing  under  any Confirming Letter of Credit, or of the
proceeds thereof; (vii) the misapplication  by  the beneficiary of any such
Confirming  Letter  of Credit, or the proceeds of any  drawing  under  such
Confirming Letter of Credit; or (viii) any consequences arising from causes
beyond the control of the Agent or the Lenders.  No action taken or omitted
to be taken by the Agent  under or in connection with any Confirming Letter
of Credit, if taken or omitted  in  the  absence  of  gross  negligence  or
willful  misconduct,  shall  create  against the Agent any liability to the
Borrower or any Lender.  In this connection, the obligation of the Borrower
to reimburse the Agent for any payment  made by the Agent to any Confirming
Bank under or pursuant to the terms of any  Confirming  Bank  Reimbursement
Agreement  shall  be absolute, unconditional and irrevocable and  shall  be
paid strictly in accordance  with  the  terms  of  this Agreement under all
circumstances  whatsoever,  including  without  limitation,  the  following
circumstances: (A) any lack of validity or enforceability of any Confirming
Bank  Letter  of Credit, any Confirming Bank Reimbursement  Agreement,  any
Bond Document or  any  term  or  provisions  therein;  (B) any amendment or
waiver of or any consent to departure from all or any of  the  terms of any
Confirming  Bank  Letter  of  Credit  or  any Confirming Bank Reimbursement
Agreement; (C) the existence of any claim,  setoff,  defense or other right
which the Borrower may have at any time against the Agent,  any Lender, any
Trustee, any Issuer, any Confirming Bank, any beneficiary of  a  Confirming
Letter  of  Credit  or  any  other  Person, whether in connection with this
Agreement, the transactions contemplated  hereby,  the  Bond Documents, the
transactions contemplated thereby, or in any unrelated transaction; (D) any
breach of contract or dispute between the Borrower, the Agent,  any Lender,
any Trustee, any Issuer, any Confirming Bank or any other Person;  (E)  any
demand, statement or any other document presented under a Confirming Letter
of  Credit proving to be forged, fraudulent, invalid or insufficient in any
respect  or  any  statement  therein  or made in connection therewith being
untrue or inaccurate in any respect whatsoever;  (F) any non-application or
misapplication by the beneficiary of a Confirming  Letter  of Credit of the
proceeds of any drawing under such Confirming Letter of Credit; (G) payment
by   a  Confirming  Bank  under  a  Confirming  Letter  of  Credit  against
presentation  of a draft or certificate which does not strictly comply with
the terms of such  Confirming  Letter  of  Credit;  and  (H) any other act,
omission to act, delay or circumstance whatsoever that might,  but  for the
provisions  of this Section, constitute a legal or equitable defense to  or
discharge of the Borrower's Reimbursement Obligations.

     (d)  LENDERS'  PARTICIPATION  IN  AGENT'S  REIMBURSEMENT  OBLIGATIONS.
Each  Lender  shall  be  deemed  to  have  irrevocably  and unconditionally
purchased  and  received from the Agent, without recourse or  warranty,  an
undivided interest  and  participation  to  the  extent  of  such  Lender's
Commitment  Percentage  of the liability of the Agent with respect to  each
Confirming Letter of Credit  and  the related Confirming Bank Reimbursement
Agreement, and each Lender thereby  shall  absolutely,  unconditionally and
irrevocably  assume,  as primary obligor and not as surety,  and  shall  be
unconditionally obligated  to the Agent to pay and discharge when due, such
Lender's Commitment Percentage of the Agent's liability under or in respect
of  any  Confirming  Letter of  Credit  and  the  related  Confirming  Bank
Reimbursement Agreement.  In addition, upon the making of each payment by a
Lender to the Agent in  respect  of  any Confirming Letter of Credit or any
Confirming  Bank  Reimbursement  Agreement   pursuant  to  the  immediately
following subsection (e), such Lender shall, automatically  and without any
further  action  on  the  part of the Agent or such Lender, acquire  (i)  a
participation in an amount  equal  to  such  payment  in  the Reimbursement
Obligation owing to the Agent by the Borrower in respect of such Confirming
Letter  of  Credit or Confirming Bank Reimbursement agreement  and  (ii)  a
participation  in a percentage equal to such Lender's Commitment Percentage
in any interest or other amounts payable by the Borrower in respect of such
Reimbursement Obligation.

     (e)  PAYMENT  OBLIGATION  OF LENDERS.  Each Lender severally agrees to
pay to the Agent on demand in immediately  available  funds  in Dollars the
amount of such Lender's Commitment Percentage of each payment  made  by the
Agent  to  any  Confirming  Bank  under  or  pursuant  to  the terms of any
Confirming  Bank Reimbursement Agreement to the extent such amount  is  not
reimbursed by the Borrower pursuant to Section 2.2.(b).  Each such Lender's
obligation to  make  such  payments to the Agent under this subsection, and
the Agent's right to receive  the  same, shall be absolute, irrevocable and
unconditional and shall not be affected  in  any  way  by  any circumstance
whatsoever,  including  without  limitation, (i) the failure of  any  other
Lender  to  make  its payment under this  subsection,  (ii)  the  financial
condition of the Borrower  or  any of its Subsidiaries, (iii) the existence
of  any  Default  or  Event of Default,  including  any  Event  of  Default
described in Section 8.1.(f)  or  8.1.(g),  (iv)  the  termination  of  the
Commitments  or (v) the Agent's failure initially to make payment under the
Letter of Credit  associated with a Confirming Bank Letter of Credit.  Each
such payment to the  Agent  shall  be  made  without any offset, abatement,
withholding or deduction whatsoever.

SECTION 2.3.  EXTENSION OF STATED TERMINATION DATES.

     The Borrower may request that the Agent and  the  Lenders  extend  the
current  Stated Termination Date of a Letter of Credit by a one year period
by executing  and delivering to the Agent at least 90 days but no more than
120 days prior  to  the  current  Stated Termination Date of such Letter of
Credit, a written request for such extension (an "Extension Request").  The
Agent  shall  forward to each Lender  a  copy  of  each  Extension  Request
delivered to the  Agent  promptly  after  receipt  thereof.   The  Borrower
understands  that this Section has been included in this Agreement for  the
Borrower's convenience  in  requesting  an  extension of Stated Termination
Dates and the Borrower acknowledges that none  of the Lenders nor the Agent
has promised (either expressly or impliedly), nor  has  any  obligation  or
commitment  whatsoever,  to extend any Stated Termination Date at any time.
If all of the Lenders shall  have notified the Agent in writing on or prior
to the date which is 30 days prior  to such current Stated Termination Date
that  they  accept  such  Extension  Request,   then  such  current  Stated
Termination  Date  shall be extended to the date one  year  following  such
current Stated Termination Date.  The Agent shall evidence such consent and
the extension of any  such  Stated  Termination  Date  by delivering to the
beneficiary of such Letter of Credit, no later than 5 Business  Days  prior
to  the  then current Stated Termination Date, a notice of extension in the
form provided  under  such  Letter  of  Credit or such other form as may be
acceptable to the beneficiary of such Letter  of  Credit.   If  any  Lender
shall not have notified the Agent on or prior to the date which is 30  days
prior  to  such  current  Stated  Termination  Date  that  it  accepts such
Extension Request, then such current Stated Termination Date shall  not  be
extended.   The  Agent  shall  promptly notify the Borrower and the Lenders
whether the Extension Request has been accepted or rejected.

SECTION 2.4.  MATURITY DATE OF LETTERS OF CREDIT PAST FACILITY TERMINATION
              DATE.

     If on the date (the "Facility  Termination  Date") the Commitments are
terminated (whether voluntarily, by reason of the occurrence of an Event of
Default  or  otherwise),  there  are  any  Letters  of  Credit  outstanding
hereunder, the Borrower shall, on the Facility Termination Date, pay to the
Agent an amount of Dollars equal to the Stated Amount of  such  Letters  of
Credit  for  deposit into the Collateral Account.  If a drawing pursuant to
any such Letter  of  Credit  occurs  on  or prior to the expiration of such
Letter of Credit, the Borrower authorizes  the  Agent  to  use  the  monies
deposited in the Collateral Account to make payment to the beneficiary with
respect to such drawing or the payee with respect to such presentment.  The
Agent  shall  pay  to  the  Borrower  (or  to  whomever else may be legally
entitled thereto) the monies deposited in the Collateral  Account  no later
than  the date 30 Business Days following the expiration of all Letters  of
Credit.

           ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1.  Payments.

     Except  to  the  extent  otherwise provided herein, all payments 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).  Prior to making any such
payment, the Borrower shall give the Agent notice of such payment.  Subject
to Sections 3.2.  and  3.3.,  the Agent 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 (with
notice  to the Borrower, the other Lenders and the  Agent).   The  Borrower
shall, at  the time of making each payment under this Agreement, 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 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.  If any amount required to  be paid by the Borrower to the Agent
or  any Lender under this Agreement or any  Loan  Document  remains  unpaid
after  such  amount  is  due  (whether  because  of  operation  of  law  or
otherwise),  the  Borrower  shall pay interest on such past due amount from
the date due until such amount  is  paid  in full at the Post-Default Rate.
All such interest shall be due and payable on demand.

SECTION 3.2.  PRO RATA TREATMENT.

     Except to the extent otherwise provided  herein:  (a)  each payment of
the Fees under Section 3.5.(a) shall be made for account of the Lenders pro
rata according to the amounts of their respective Commitments  and  (b) the
Lenders'  participation  in, and payment obligations in respect of, Letters
of Credit under Section 2.1.,  and  Confirming  Bank  Letters of Credit and
Confirming Bank Reimbursement Agreements under Section  2.2.,  shall be pro
rata in accordance with their respective Commitments.

SECTION 3.3.  SHARING OF PAYMENTS, ETC.

     The  Borrower agrees that, in addition to (and without limitation  of)
any right of  set-off,  banker's lien or counterclaim a Lender or the Agent
may otherwise have, each  Lender  and  the  Agent shall be entitled, at its
option, to offset balances held by it for the  account  of  the Borrower at
any of such Lender's (or the Agent's) offices, in Dollars or  in  any other
currency,  against  any  Obligations  owing  to  such  Lender  or the Agent
hereunder  which is not paid when due (regardless of whether such  balances
are then due  to  the  Borrower),  in which case such Lender shall promptly
notify the Borrower, all other Lenders  and  the  Agent  thereof; provided,
however,  such  Lender's failure to give such notice shall not  affect  the
validity  of such  offset.   If  a  Lender  shall  obtain  payment  of  any
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 8.3., as applicable, such  Lender
shall promptly pay  such  amounts  to the Agent for application pursuant to
the applicable terms of the Loan Documents, and make such other adjustments
from time to time as shall be equitable,  to the end that the Agent and 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) in accordance with Section 3.2. or Section 8.3.  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.  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.  SEVERAL OBLIGATIONS.

     No Lender shall be responsible for the failure of any other  Lender to
perform  any  obligation  to  be  made  or  performed  by such other Lender
hereunder, and the failure of any Lender to perform any  obligation  to  be
made  or  performed by it hereunder shall not relieve the obligation of any
other Lender  to  perform  any  obligation  to be made or performed by such
other Lender.

SECTION 3.5.  FEES.

     (a)  LETTER OF CREDIT FEES.  The Borrower  agrees  to pay to the Agent
for account of each Lender a letter of credit fee as may  be  agreed  to in
writing  by  the  Agent  and  the Borrower from time to time.  The Borrower
shall  pay  directly  to  the  Agent  from  time  to  time  on  demand  all
commissions, charges, costs and expenses in the amounts customarily charged
by the Agent from time to time in  like  circumstances  with respect to the
issuance  of  each  Letter  of  Credit,  drawings,  amendments  and   other
transactions relating thereto.

     (b)  ADMINISTRATIVE  AND  OTHER  FEES.  The Borrower agrees to pay the
administrative and other fees of the Agent  as  may be agreed to in writing
by the Agent and the Borrower from time to time.

SECTION 3.6.  COMPUTATIONS.

     Unless  otherwise  expressly set forth herein,  any  Fees  or  accrued
interest on any 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
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  agency  fees,
syndication fees, facility fees, underwriting fees,  letter of credit fees,
default charges, late charges, increased cost charges,  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.  It is the express intent of the parties hereto that the
Borrower not pay and neither the Agent nor the Lenders 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 3.9.  STATEMENTS OF ACCOUNT.

     The Agent  will  account  to  the Borrower monthly with a statement of
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 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.  DEFAULTING LENDERS.

     (a)  GENERALLY.  If for any reason any Lender (a "Defaulting  Lender")
shall fail or refuse to perform any of its obligations under this Agreement
or  any  other  Loan Document to which it is a party within the time period
specified for performance  of  such  obligation  or,  if  no time period is
specified,  if  such  failure  or  refusal  continues for a period  of  two
Business Days after notice from the Agent, then,  in addition to the rights
and remedies that may be available to the Agent or  the Borrower under this
Agreement or Applicable Law, such Defaulting Lender's  right to participate
in  the  administration  of  this  Agreement and the other Loan  Documents,
including without limitation, any right  to  vote in respect of, to consent
to or to direct any action or inaction of the  Agent  or  to  be taken into
account  in  the  calculation  of the Requisite Lenders, shall be suspended
during  the  pendency  of such failure  or  refusal.   If  a  Lender  is  a
Defaulting Lender because it has failed to make timely payment to the Agent
of any amount required to  be  paid  to the Agent hereunder (without giving
effect to any notice or cure periods),  in  addition  to  other  rights and
remedies   which  the  Agent  may  have  under  the  immediately  preceding
provisions or  otherwise,  the  Agent  shall  be  entitled  (i)  to collect
interest  from  such  Defaulting Lender on such delinquent payment for  the
period from the date on  which  the payment was due until the date on which
the payment is made at the Federal  Funds  Rate,  and  (ii)  to withhold or
setoff  and  to  apply  in  satisfaction  of the defaulted payment and  any
related interest, any amounts otherwise payable  to  such Defaulting Lender
under this Agreement or any other Loan Document.  Any  amounts  received by
the Agent in respect of a Defaulting Lender's Obligations shall not be paid
to  such  Defaulting  Lender and shall be held uninvested by the Agent  and
either applied against  the  purchase  price  of  the  Defaulting  Lender's
Commitment  under  the  following subsection (b) or paid to such Defaulting
Lender upon the Defaulting Lender's curing of its default.

     (b)  PURCHASE OF DEFAULTING  LENDER'S  COMMITMENT.   Any Lender who is
not  a  Defaulting Lender shall have the right, but not the obligation,  in
its sole  discretion,  to  acquire all of a Defaulting Lender's Commitment.
Any  Lender desiring to exercise  such  right  shall  give  written  notice
thereof  to  the  Agent  no  sooner than 2 Business Days and not later than
10 Business Days after such Defaulting  Lender  became a Defaulting Lender.
If more than one Lender exercises such right, each  such  Lender shall have
the  right to acquire an amount of such Defaulting Lender's  Commitment  in
proportion  to  the Commitments of the other Lenders exercising such right.
Upon any such purchase,  the  Defaulting Lender's interest in the Letter of
Credit Liabilities held by such  Defaulting Lender and its rights hereunder
(but not its liability in respect  thereof  or  under the Loan Documents or
this Agreement to the extent the same relate to the  period  prior  to  the
effective  date  of  the purchase) shall terminate on the date of purchase,
and the Defaulting Lender  shall  promptly execute all documents reasonably
requested to surrender and transfer such interest to the purchaser thereof,
including  an  appropriate  Assignment   and   Acceptance   Agreement  and,
notwithstanding Section 10.5.(c), shall pay to the Agent an assignment  fee
in  the  amount  of  $6,000.   The  Defaulting  Lender shall be entitled to
receive  amounts owed to it by the Borrower or the  Agent  under  the  Loan
Documents  which accrued prior to the date of the default by the Defaulting
Lender, to the  extent the same are received by the Agent from or on behalf
of the Borrower.   There  shall  be  no  recourse against any Lender or the
Agent for the payment of such sums except  to  the extent of the receipt of
payments from any other party or in respect of the  Obligations.  If, prior
to a Lender's acquisition of a Defaulting Lender's Commitment  pursuant  to
this  subsection,  such Defaulting Lender shall cure the event or condition
which caused it to become  a  Defaulting  Lender  and  shall  have paid all
amounts  owing by it hereunder as a result thereof, then such Lender  shall
no longer have the right to acquire such Defaulting Lender's Commitment.

SECTION 3.11.  TAXES.

     (a)  TAXES  GENERALLY.  All payments by the Borrower in respect of any
of the 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
withholding taxes  payable  with respect to payments hereunder or under any
other Loan Document under Applicable  Law  in effect on the Agreement Date,
(iv) any taxes imposed on or measured by any  Lender's  assets, net income,
receipts  or branch profits and (v) any taxes arising after  the  Agreement
Date solely  as  a  result  of  or  attributable  to  a Lender changing its
designated Lending Office after the date such Lender becomes a party hereto
(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  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 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  4224  or  1001,  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  other  Loan  Documents  are (i) not
subject to United States Federal backup withholding tax or (ii) not subject
to  United  States  Federal  withholding  tax  under  the Code because such
payment is either effectively connected with the conduct  by such Lender or
participant of a trade or business in the United States or  totally  exempt
from United States Federal withholding tax by reason of the application  of
the  provisions  of  a treaty to which the United States is a party or such
Lender is otherwise exempt.

                     ARTICLE IV. YIELD PROTECTION, ETC.

Section 4.1.  Additional Costs; Capital Adequacy.

     (a)  ADDITIONAL COSTS.   The Borrower shall promptly pay to the Agent,
or the Agent for the account of a Lender, from time to time such amounts as
the Agent or such Lender may determine  to  be necessary to compensate such
Lender  for  any  costs  incurred by such Lender  that  it  determines  are
attributable to any reduction in any amount receivable by the Agent or such
Lender under this Agreement  or  any of the other Loan Documents in respect
of the maintenance by the Agent or such Lender of capital in respect of its
Commitment (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
the Agent or such Lender under this  Agreement  or  any  of  the other Loan
Documents  in  respect  of its Commitment (other than taxes imposed  on  or
measured by the overall net  income  of  the Agent or such Lender or of its
Lending Office by the jurisdiction in which  such  Lender has its principal
office  or such Lending Office); or (ii) imposes or modifies  any  reserve,
special deposit  or  similar  requirements  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  (including,  without
limitation, the Commitment  of  the  Agent  or  such  Lender hereunder); or
(iii)  has  or  would  have the effect of reducing the rate  of  return  on
capital of the Agent or  such  Lender to a level below that which the Agent
or such Lender could have achieved  but  for such Regulatory Change (taking
into  consideration  such  Agent's or Lender's  policies  with  respect  to
capital adequacy).

     (b)  ADDITIONAL  COSTS IN  RESPECT  OF  LETTERS  OF  CREDIT.   Without
limiting the obligations  of the Borrower under the preceding subsection of
this Section (but without duplication),  if  as  a result of any Regulatory
Change or any risk-based capital guideline or other  requirement heretofore
or hereafter issued by any Governmental Authority there  shall  be imposed,
modified  or  deemed applicable any tax, reserve, special deposit,  capital
adequacy or similar  requirement  against or with respect to or measured by
reference to Letters of Credit and the result shall be to increase the cost
to the Agent of issuing (or any Lender  purchasing  participations  in)  or
maintaining  its  obligation  hereunder  to  issue (or a Lender to purchase
participations in) any Letter of Credit or reduce  any amount receivable by
the Agent or any Lender hereunder in respect of any Letter of Credit, then,
upon demand by the Agent or such Lender, the Borrower shall pay immediately
to the Agent for its account or the account of such  Lender, as applicable,
from  time to time as specified by the Agent or a Lender,  such  additional
amounts  as  shall be sufficient to compensate the Agent or such Lender for
such increased costs or reductions in amount.

     (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.  The Agent and  or such Lender agrees to furnish to the Borrower
a certificate setting forth  the  basis  and  amount of each request by the
Agent or such Lender for compensation under this  Section.   Determinations
by the 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.  CHANGE OF LENDING OFFICE.

     Each Lender agrees that it will use reasonable efforts to designate an
alternate Lending Office with respect to any of its Obligations affected by
the matters or circumstances described in Sections 3.11.  or 4.1. 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.

                      ARTICLE V. CONDITIONS PRECEDENT

Section 5.1.  Conditions Precedent.

     The obligation of the Agent and the Lenders to effect  or  permit  the
issuance  of  the  Letters of Credit hereunder, and of the Agent to cause a
Confirming Bank to issue  a Confirming Bank Letter of Credit, is subject to
the following conditions precedent:

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

          (i)  Counterparts of this  Agreement  executed  by  each  of  the
     parties hereto;

          (ii) The  Pledge  Agreement  executed by the Borrower and each of
     the other parties thereto;

          (iii) An opinion of Hull, Towill,  Norman & Barrett, P.C. counsel
     to the Borrower and the Subsidiaries, addressed  to  the Agent and the
     Lenders, in substantially the form of Exhibit E;

          (iv) an opinion of Schell Bray Aycock Abel & Livingston P.L.L.C.,
     special  North Carolina counsel to the Borrower and the  Subsidiaries,
     addressed  to the Agent and the Borrower, regarding the enforceability
     under North  Carolina  law  of  the  Loan  Documents  (other  than the
     Mortgages) to which the Borrower or any Subsidiary is a party;

          (v)  an  opinion  of  Greenberg  Traurig Hauffman Lipoff Rosen  &
     Quentel  P.A.,  special  Florida  counsel  to  the  Borrower  and  the
     Subsidiaries, addressed to the Agent and the  Borrower,  regarding the
     enforceability  under  Florida  law  of  the  Mortgages, taxes due  in
     connection therewith and such other matters as the Agent may request;

          (vi) an opinion of bond counsel with respect  to  each  issue  of
     Bonds,  either  addressed  to  the  Agent and the Lenders or expressly
     permitting them to rely on such opinion;

          (vii)  an opinion of counsel to each  Issuer  of  each  issue  of
     Bonds, either  addressed  to  the  Agent  and the Lenders or expressly
     permitting them to rely on such opinion, regarding such matters as the
     Agent may request;

          (viii)  a  copy  of  the  opinion  of  counsel   to   the  Target
     Partnerships delivered under the Acquisition Agreement, accompanied by
     a  letter  from  such counsel permitting the Agent and the Lenders  to
     rely on such letter as if it were addressed to them;

          (ix) copies of  each  of the following certified as true, correct
     and complete by the chief financial  officer  or other duly authorized
     officer  of  the  Borrower:  (A) the Acquisition Agreement;  (B)  each
     Indenture  (including   all  prior  amendments  or  other  supplements
     thereto, as well as any such  amendments or supplements being executed
     and  delivered in connection with  the  delivery  of  the  Letters  of
     Credit);  (C)  each  Placement Memorandum relating to any of the Bonds
     (including any supplement  or  "wrap"  prepared in connection with the
     transactions  relating  to the delivery of  the  Letters  of  Credit);
     (D) each Remarketing Agreement,  if  any,  which  will  be  in  effect
     immediately following the consummation of the transactions relating to
     the  delivery  of  the  Letters  of  Credit;  and  (E) such other Bond
     Documents as the Agent may request;

          (x) The Articles of Incorporation of the Borrower certified as of
     a recent date by the Secretary of State of the State of Georgia;

          (xi)  A  good standing certificate with respect to  the  Borrower
     issued as of a  recent  date by the Secretary of State of the State of
     Georgia and certificates  of  qualification  to  transact  business or
     other  comparable  certificates issued by the Secretary of State  (and
     any state department  of  taxation,  as  applicable)  of each state in
     which the Borrower is required to be so qualified;

          (xii)  A  certificate  of  incumbency signed by the Secretary  or
     Assistant  Secretary of the Borrower  with  respect  to  each  of  the
     officers of  the  Borrower  authorized to execute and deliver the Loan
     Documents to which the Borrower is a party;

          (xiii) Copies (certified  by the Secretary or Assistant Secretary
     of the Borrower) of the bylaws of  the  Borrower  and of all corporate
     action taken by the Borrower to authorize the execution,  delivery and
     performance of the Loan Documents to which it is a party;

          (xiv) A Guaranty executed by each Subsidiary;

          (xv)  If  not previously delivered to the Agent pursuant  to  the
     Credit  Agreement,   the   articles   of  incorporation,  articles  of
     organization, certificate of limited partnership  or  other comparable
     organizational instrument (if any) of each Subsidiary certified  as of
     a  recent date by the Secretary of State of the State of formation  of
     such Subsidiary;

          (xvi)  If  not  previously delivered to the Agent pursuant to the
     Credit Agreement, a certificate  of  good  standing  or certificate of
     similar meaning with respect to each Subsidiary issued  as of a recent
     date by the Secretary of State of the State of formation  of each such
     Subsidiary  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 Subsidiary is required to be so qualified;

          (xvii)  If not previously delivered to the Agent pursuant to  the
     Credit Agreement,  a certificate of incumbency signed by the Secretary
     or  Assistant  Secretary   (or  other  individual  performing  similar
     functions) of each Subsidiary  with respect to each of the officers of
     such Subsidiary authorized to execute  and  deliver the Loan Documents
     to which such Subsidiary is a party;

          (xviii) If not previously delivered to the  Agent pursuant to the
     Credit  Agreement,  copies  certified  by the Secretary  or  Assistant
     Secretary of each Subsidiary (or other individual  performing  similar
     functions)  of  (i)  the by-laws of such Subsidiary, 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 Subsidiary  to  authorize  the  execution,  delivery and
     performance of the Loan Documents to which it is a party;

          (xix)  Evidence  that all insurance required to be maintained  by
     the  Borrower  and  the Subsidiaries  under  the  terms  of  the  Loan
     Documents and the Bond Documents is in effect;

          (xx) The Fees, if any, then due under Section 3.5.;

          (xxi) Mortgages  executed  by  the  applicable Target Partnership
     encumbering the real estate associated with each series of Bonds;

          (xxii)  Surveys  of each parcel of real  property  subject  to  a
     Mortgage;

          (xxiii) ALTA mortgagee's Policies of Title Insurance (or binders
     to issue such a policy marked in a manner acceptable to the Agent) in
     favor of the Agent for each parcel of real property subject to a
     Mortgage in an amount at least equal to the initial stated amount of
     the Letter of Credit issued in support of the Bonds associated with
     such real estate, issued by a title insurance company acceptable to
     the Agent, showing the fee simple title to the land and improvements
     described in the applicable Mortgage as vested in the applicable
     Target Partnership, and insuring that the lien granted by the
     applicable Mortgage is a valid lien against said real property,
     subject only to such restrictions, encumbrances, easements and
     reservations as are acceptable to the Agent;

          (xxiv) Favorable Phase I environmental audit reports regarding
     each parcel of real property subject to a Mortgage prepared by a
     nationally recognized firm of environmental engineers and either
     addressed to the Agent and the Lenders or on which the Agent and the
     Lenders are expressly permitted to rely;

          (xxv) Affidavits of  Title  with  respect to the "Property" under
     and as defined each Mortgage;

          (xxvi) UCC-1 Financing Statements executed  by each of the Target
     Partnership to be filed as fixture filings in the  county in which the
     related Mortgage was filed;

          (xxvii) UCC-1 Financing Statements executed by each of the Target
     Partnership to be filed with the Secretary of State  of  the  State of
     Florida   covering  the  personal  property  subject  to  the  related
     Mortgage;

          (xxviii)  Payment of all title insurance premiums and filing fees
     payable  in  connection   with   the  above  Mortgages  and  financing
     statements;

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

     (b)  In the good faith judgment of the Agent and the Lenders:

          (i) There shall not have occurred or become known to the Agent or
     the Lenders 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
     Borrower and its Subsidiaries  delivered  to the Agent and the Lenders
     prior  to  the  Agreement  Date that has had or  could  reasonably  be
     expected to result in a Material Adverse Effect;

          (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 or (2) restrain or  enjoin,  impose materially
     burdensome conditions on, or otherwise materially and adversely affect
     the ability of the Borrower to fulfill its obligations  under the Loan
     Documents;

          (iii)  The Borrower 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 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  Borrower or  any
     Subsidiary  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  failure  to  obtain or receive  could  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 Borrower
     to fulfill its obligations under the Loan Documents; 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; and

     (c)  no  Default  or  Event  of  Default shall have  occurred  and  be
continuing as of the date of the issuance of the Letters of Credit or would
exist immediately after giving effect thereto; and

     (d)  the representations and warranties  made  or  deemed  made by the
Borrower and its Subsidiaries in the Loan Documents to which any of them is
a party, shall be true and correct on and as of the date of the issuance of
the Letters of Credit with the same force and effect as if made on  and  as
of  such date except to the extent that such representations and warranties
expressly   relate   solely   to  an  earlier  date  (in  which  case  such
representations and warranties  shall have been true and accurate on and as
of such earlier date).

SECTION 5.2.  CONDITIONS AS COVENANTS.

     If the Agent issues the Letters of Credit prior to the satisfaction of
all conditions precedent set forth  in  Sections  5.1.,  the Borrower shall
nevertheless  cause such condition or conditions to be satisfied  within  5
Business Days after the date of the issuance of such Letters of Credit.

                 ARTICLE VI. REPRESENTATIONS AND WARRANTIES

Section 6.1.  Representations and Warranties.

     In order to  induce  the  Agent  and  each  Lender  to enter into this
Agreement  and to issue and permit the issuance of the Letters  of  Credit,
the Borrower  represents  and  warrants  to  the  Agent  and each Lender as
follows:

     (a)  CREDIT   AGREEMENT   REPRESENTATIONS.    The   Credit   Agreement
Representations  are each true and correct on and as of the Effective  Date
and are hereby incorporated  herein by reference (together with the related
definitions) and made to the Agent  and  the  Lenders  on  and  as  of  the
Effective Date as if set forth herein in full.

     (b)  AUTHORIZATION  OF  LOAN DOCUMENTS AND ACQUISITION DOCUMENTS.  The
Borrower, any Target Partnership  and  the  other Subsidiaries each has the
right and power, and has taken all necessary  action  to  authorize  it  to
execute,  deliver  and  perform  each of the Loan Documents and Acquisition
Documents to which it is a party in  accordance with their respective terms
and to consummate the transactions contemplated  hereby  and  thereby.  The
Loan Documents and Acquisition Documents to which the Borrower,  any Target
Partnership or any other Subsidiary is a party have been duly executed  and
delivered  by  the  duly  authorized  officers of the Borrower, such Target
Partnership or such other Subsidiary, as  applicable,  and each is a legal,
valid  and binding obligation of the Borrower, such Target  Partnership  or
such other  Subsidiary, as applicable, enforceable against it in accordance
with its respective terms.

     (c)  COMPLIANCE OF LOAN DOCUMENTS AND ACQUISITION DOCUMENTS WITH LAWS,
ETC.  The execution,  delivery  and performance of the other Loan Documents
and Acquisition Documents to which  the Borrower, any Target Partnership or
any other Subsidiary is a party in accordance  with  their respective terms
do  not  and  will not, by the passage of time, the giving  of  notice,  or
otherwise:  (i) require any Governmental Approval or violate any Applicable
Law  relating  to  the  Borrower,  any  Target  Partnership  or  any  other
Subsidiary; (ii)  conflict  with,  result  in  a  breach of or constitute a
default under the articles of incorporation or the  bylaws  of the Borrower
or  the  organizational  documents of any Target Partnership or  any  other
Subsidiary, or any indenture,  agreement  or  other instrument to which the
Borrower or any Target Partnership or any other Subsidiary is a party or by
which it or any of its respective properties may  be bound; or (iii) result
in or require the creation or imposition of any Lien  upon  or with respect
to any property now owned or hereafter acquired by the Borrower, any Target
Partnership or any other Subsidiary other than Liens in favor  of the Agent
under the Collateral Documents.

     (d)  LITIGATION.   There  is  no  action,  suit  or proceeding pending
against,  or  to  the  knowledge  of  the Borrower, threatened  against  or
affecting  the Borrower, any Target Partnership  or  any  other  Subsidiary
before any court or arbitrator or any Governmental Authority in which there
is a reasonable  possibility  of an adverse decision which could materially
adversely affect the ability of  the  Borrower  to  perform its obligations
under any of the Loan Documents or Acquisition Documents  to  which it, any
Target  Partnership  or  any other Subsidiary is, or is to be, a party,  or
which  in  any  manner  draws   into  question  the  validity  of,  or  the
consummation of any of the transactions  contemplated  by,  any of the Loan
Documents, Bond Documents or Acquisition Documents.

     (e)  PLACEMENT MEMORANDA.  The information contained in each Placement
Memorandum,  and  any  supplement  or  amendment  thereto relating  to  the
Borrower, any Target Partnership following its acquisition by Affiliates of
the Borrower, any of the "projects" associated with  any  of the Bonds, any
Loan  Document  or  any  Bond Document as in effect on the Effective  Date,
(a) shall as of the Effective  Date  be,  accurate in all material respects
for the purposes for which its use is, or shall be, authorized and (b) does
not contain any untrue statement of a material  fact  or  omit to state any
material fact necessary to make the statements made therein,  in  the light
of the circumstances under which they are or were made, not misleading.

     (f)  REPRESENTATIONS   AND  WARRANTIES  IN  RELATED  DOCUMENTS.   Each
representation and warranty made or deemed made by the Borrower, any Target
Partnership or any other Subsidiary  in  the Acquisition Documents to which
it is a party are hereby made to and for the  benefit  of the Agent and the
Lenders as if the same were set forth herein in full.

     (g)  ACCURACY   AND   COMPLETENESS   OF   INFORMATION.   All   written
information, reports and other papers and data furnished  to  the  Agent or
any  Lender  by,  on  behalf  of, or at the direction of, the Borrower, any
Target Partnership or any other  Subsidiary were, at the time the same were
so furnished, complete and correct  in all material respects, to the extent
necessary  to  give the recipient a true  and  accurate  knowledge  of  the
subject matter, or, in the case of financial statements, present fairly, in
accordance with  GAAP consistently applied throughout the periods involved,
the financial position  of  the Persons involved as at the date thereof and
the results of operations for  such  periods.   No  fact  is  known  to the
Borrower, any Target Partnership or any other Subsidiary which has had,  or
may  in  the future have (so far as the Borrower, any Target Partnership or
any other  Subsidiary  can  reasonably  foresee), a Material Adverse Effect
which has not been set forth in such information,  reports  or other papers
or  data  or  otherwise  disclosed in writing to the Agent and the  Lenders
prior to the Effective Date.   No  document  furnished or written statement
made  to  the  Agent  or  any Lender in connection  with  the  negotiation,
preparation of execution of  this  Agreement  or  any  of  the  other  Loan
Documents  contains or will contain any untrue statement of a fact material
to the creditworthiness  of  the  Borrower,  any  Target Partnership or any
other Subsidiary or omits or will omit to state a material  fact  necessary
in order to make the statements contained therein not misleading.

     (h)  CERTAIN REPRESENTATIONS REGARDING THE BOND DOCUMENTS.

          (i) AUTHORIZATION.  The Borrower, any Target Partnership  and the
     other  Subsidiaries  each  has  the right and power, and has taken all
     necessary action to authorize it  to execute, deliver and perform each
     of the Bond Documents to which it is  a party in accordance with their
     respective  terms  and  to  consummate the  transactions  contemplated
     hereby and thereby.  The Bond  Documents  to  which  the Borrower, any
     Target Partnership or any other Subsidiary is a party  have  been duly
     executed  and  delivered  by  the  duly  authorized  officers  of  the
     Borrower,  such  Target  Partnership  or  such  other  Subsidiary,  as
     applicable,  and  each is a legal, valid and binding obligation of the
     Borrower,  such  Target  Partnership  or  such  other  Subsidiary,  as
     applicable, enforceable  against  it in accordance with its respective
     terms.

          (ii) COMPLIANCE OF BOND DOCUMENTS WITH LAWS, ETC.  The execution,
     delivery and performance of the Bond  Documents to which the Borrower,
     any  Target  Partnership  or  any  other  Subsidiary  is  a  party  in
     accordance with their respective terms do not  and  will  not,  by the
     passage of time, the giving of notice, or otherwise:  (x) require  any
     Governmental  Approval  or  violate any Applicable Law relating to the
     Borrower, any Target Partnership or any other Subsidiary; (y) conflict
     with, result in a breach of or constitute a default under the articles
     of incorporation or the bylaws  of  the Borrower or the organizational
     documents of any Target Partnership or  any  other  Subsidiary, or any
     indenture, agreement or other instrument to which the  Borrower or any
     Target Partnership or any other Subsidiary is a party or  by  which it
     or any of its respective properties may be bound; or (z) result  in or
     require the creation or imposition of any Lien upon or with respect to
     any  property  now  owned  or  hereafter acquired by the Borrower, any
     Target Partnership or any other  Subsidiary  other than Liens in favor
     of the Agent under the Collateral Documents.

          (iii) LITIGATION.  There is no action, suit or proceeding pending
     against, or to the knowledge of the Borrower,  threatened  against  or
     affecting the Borrower, any Target Partnership or any other Subsidiary
     before  any court or arbitrator or any Governmental Authority in which
     there is  a  reasonable possibility of an adverse decision which could
     materially adversely affect the ability of the Borrower to perform its
     obligations under  any  of  Bond  Documents  to  which  it, any Target
     Partnership or any other Subsidiary is, or is to be, a party, or which
     in any manner draws into question the validity of, or the consummation
     of any of the transactions contemplated by, any of Bond Documents.

          (iv)  REPRESENTATIONS  AND  WARRANTIES  IN BOND DOCUMENTS.   Each
     representation and warranty made or deemed made  by  the Borrower, any
     Target  Partnership  or any other Subsidiary in any Bond  Document  to
     which it is a party are  hereby  made  to  and  for the benefit of the
     Agent and the Lenders as if the same were set forth herein in full.

          (v) LIMITATION REGARDING TARGET PARTNERSHIP.  Any  representation
     or  warranty  in  this  subsection  (h),  as to actions of any  Target
     Partnership prior to its acquisition by Affiliates of the Borrower are
     made  only  as  to  the  best of the Borrower's  knowledge  after  due
     inquiry.

SECTION 6.2.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.

     All statements contained in  any  certificate,  financial statement or
other  instrument  delivered  by or on behalf of the Borrower,  any  Target
Partnership or any other Subsidiary  to the Agent or any Lender pursuant to
or in connection with this Agreement or  any  of  the  other Loan Documents
(including, but not limited to, any such statement made in or in connection
with any amendment thereto or any statement contained in  any  certificate,
financial  statement or other instrument delivered by or on behalf  of  the
Borrower prior  to  the  Agreement  Date  and delivered to the Agent or any
Lender  in  connection with closing the transactions  contemplated  hereby)
shall constitute  representations and warranties made by the Borrower under
this  Agreement.   All  representations  and  warranties  made  under  this
Agreement and the other Loan Documents shall be deemed to be made at and as
of the Agreement Date  and  the  Effective  Date, except to the extent that
such representations and warranties expressly  relate  solely to an earlier
date  (in which case such representations and warranties  shall  have  been
true and accurate on and as of such earlier date) and except for changes in
factual   circumstances   specifically   permitted   hereunder.   All  such
representations  and  warranties  shall survive the effectiveness  of  this
Agreement,  the  execution and delivery  of  the  Loan  Documents  and  the
issuance of the Letters of Credit.

                            ARTICLE VII. COVENANTS

     For so long as  this  Agreement  is  in  effect,  unless the Requisite
Lenders  (or, if required pursuant to Section 10.7., all  of  the  Lenders)
shall otherwise  consent  in  the manner provided for in Section 10.7., the
Borrower shall comply with the following:

SECTION 7.1.  INCORPORATION OF CERTAIN COVENANTS OF CREDIT AGREEMENT.

     Except as may be otherwise  provided  in  this Agreement, the Borrower
will perform, comply with and be bound by, for the benefit of the Agent and
the Lenders, each of its agreements, covenants and obligations contained in
Sections  7.1.  through 7.7., Sections 7.9. through  7.12.,  Section  7.15,
Article VIII and  Sections 9.1. through 9.13. of the Credit Agreement, each
of which (together  with  the related definitions and ancillary provisions)
is hereby incorporated herein by reference.

SECTION 7.2.  ADDITIONAL SUBSIDIARIES.

     Within 5 Business Days  of  any Person becoming a Subsidiary after the
Agreement  Date, the Borrower shall  deliver  to  the  Agent  each  of  the
following in form and substance satisfactory to the Agent: (a) an Accession
Agreement executed  by  such  Subsidiary  and (b) the items that would have
been delivered under subsections (iii) through (v), (xv) through (xix), and
(xxix), and if such Subsidiary is a Target  Partnership,  subsections (xxi)
through (xxvii), of Section 5.1.(a) if such Subsidiary had  been one on the
Agreement Date.

SECTION 7.3.  INFORMATION.

     The  Borrower  shall  furnish  to the Agent (or to each Lender  if  so
provided below):

     (a)  promptly upon the giving or receipt thereof, a copy of any notice
given or received by any Target Partnership,  the  Borrower  or  any  other
Subsidiary under any of the Bond Documents;

     (b)  prompt  notice to the Agent and each Lender of the occurrence  of
any Default or Event of Default; and

     (c)  from time  to  time  and  promptly  upon each request, such data,
certificates,  reports,  statements,  opinions  of  counsel,  documents  or
further information regarding the business, assets,  liabilities, financial
condition, results of operations or business prospects  of  the Borrower or
any of its Subsidiaries as the Agent or any Lender may reasonably request.

SECTION 7.4.  REMARKETING AGENT, PLACEMENT AGENT AND TRUSTEE.

     To the extent required or permitted to do so under any Bond  Document,
the  Borrower  shall  not  approve  of  any  change  in,  or consent to the
replacement  of,  any  Remarketing  Agent  (if applicable) or Trustee  with
respect to any given issue of Bonds without  the  prior  written consent of
the Agent.

SECTION 7.5.  REGISTRATION OF BONDS.

     The Borrower will cause all Bonds which it, any Target  Partnership or
other  Subsidiary  acquires, or which any of such Persons has had  acquired
for  its  account, to  be  registered  forthwith  in  accordance  with  the
applicable  terms of the relevant Indenture in the name of the Borrower and
pledged to the Agent under the Pledge Agreement.

SECTION 7.6.  PERFORMANCE OF BOND DOCUMENTS.

     The Borrower  will,  and  will  cause each Target Partnership and each
other  Subsidiary to, pay and perform,  at  the  time  and  in  the  manner
required  thereunder,  all  of  its respective obligations under any of the
Bond Documents to which it or any  such Target Partnership or Subsidiary is
a party.

SECTION 7.7.  MODIFICATIONS TO BOND DOCUMENTS; REDEMPTIONS, ETC..

     The Borrower shall not, and shall not permit any Target Partnership or
other  Subsidiary  to,  enter  into,  or   consent  to,  any  amendment  or
modification  to  any  Bond  Documents  to which  it  or  any  such  Target
Partnership or Subsidiary is a party without  the  prior written consent of
the  Agent  if  the effect of such amendment or modification  would  be  to
change in any way  the rights, benefits, duties, obligations or remedies of
or available to the  Agent  or  any  Lender under or in respect of any Loan
Document, any Letter of Credit or any  Bond  Document.  The Borrower agrees
to  deliver  to  the  Agent  notice  of all proposed  amendments  or  other
modifications  of any of the Bond Documents.   Not  in  limitation  of  the
foregoing,  the Borrower  shall  not,  and  shall  not  permit  any  Target
Partnership or  other  Subsidiary  to,  do any of the following without the
Agent's prior written consent: (a) take any  action which could result in a
mandatory redemption, optional redemption or mandatory repurchase of any of
the Bonds or (b) take any action which would change  the  manner  in  which
interest is determined on any of the Bonds.

SECTION 7.8.  FURTHER ASSURANCES.

     The  Borrower  shall, and shall cause each Target Partnership and each
other Subsidiary to,  at  the Borrower's cost and expense, upon the request
of the Agent, duly execute  and  deliver  or  cause to be duly executed and
delivered, to the Agent and the Lenders such further instruments, documents
and certificates, and do and cause to be done such further acts that may be
necessary  or  advisable  in the opinion of the Agent  to  carry  out  more
effectively the provisions  and  purposes  of  this Agreement and the other
Loan Documents.

                             ARTICLE VIII. DEFAULT

Section 8.1.  Events of Default.

     Each of the following shall constitute an Event  of  Default, whatever
the reason for such event and whether it shall be voluntary  or involuntary
or  be effected by operation of Applicable Law or pursuant to any  judgment
or order of any Governmental Authority:

     (a)  DEFAULT  IN  PAYMENT  OF REIMBURSEMENT OBLIGATIONS.  The Borrower
shall fail to pay when due (whether  upon demand, at maturity, by reason of
acceleration or otherwise) any Reimbursement Obligation.

     (b)  DEFAULT IN PAYMENT OF OTHER  AMOUNTS.  The Borrower shall fail to
pay when due any of the other payment Obligations  owing  by  the  Borrower
under  this  Agreement  or  any  other Loan Document and such failure shall
continue for a period of 3 Business  Days after the earlier of (i) the date
upon which the Borrower or any Subsidiary obtains knowledge of such failure
or (ii) the date upon which the Borrower  has  received  written  notice of
such failure from the Agent.

     (c)  DEFAULT IN PERFORMANCE.  (i) The Borrower or any Subsidiary shall
fail  to  perform or observe any term, covenant, condition or agreement  on
its part to  be  performed  or  observed  contained  in  Section 7.3.(b) or
(ii) the Borrower or any Subsidiary shall fail to perform  or  observe  any
term,  covenant,  condition or agreement contained in this Agreement or any
other Loan Document  to  which it is a party and not otherwise mentioned in
this  Section and in the case  of  this  clause  (ii)  such  failure  shall
continue  for  a  period  of 30 days after the earlier of (x) the date upon
which the Borrower obtains  knowledge  of such failure or (y) the date upon
which the Borrower has received written  notice  of  such  failure from the
Agent.

     (d)  MISREPRESENTATIONS.   Any  written  statement, representation  or
warranty  made  or  deemed  made by or on behalf of  the  Borrower  or  any
Subsidiary under this Agreement  or  under  any other Loan Document, or any
amendment hereto or thereto, or in any other  writing  or  statement at any
time  furnished or made or deemed made by or on behalf of the  Borrower  or
any Subsidiary  to the Agent or any Lender, shall at any time prove to have
been incorrect or  misleading  in  any  material  respect when furnished or
made.

     (e)  CREDIT  AGREEMENT  DEFAULT.   A  Credit Agreement  Default  shall
occur.

     (f)  VOLUNTARY  BANKRUPTCY PROCEEDING.   The  Borrower,  any  Material
Subsidiary  or  any  Other  Relevant  Subsidiary  shall:   (i)  commence  a
voluntary case under the  Bankruptcy  Code  of  1978,  as  amended or other
federal  bankruptcy  laws  (as  now  or hereafter in effect); (ii)  file  a
petition seeking to take advantage of  any  other Applicable Laws, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, winding-up,
or composition or adjustment of debts; (iii) consent to, or fail to contest
in a timely and appropriate manner, any petition  filed  against  it  in an
involuntary  case  under  such  bankruptcy laws or other Applicable Laws or
consent to any proceeding or action  described in the immediately following
subsection; (iv) apply for or consent  to,  or  fail to contest in a timely
and appropriate manner, the appointment of, or the taking of possession by,
a receiver, custodian, trustee, or liquidator of itself or of a substantial
part  of  its  property,  domestic  or foreign; (v) admit  in  writing  its
inability  to  pay  its  debts as they become  due;  (vi)  make  a  general
assignment for the benefit of creditors; (vii) make a conveyance fraudulent
as to creditors under any  Applicable  Law; or (viii) take any corporate or
similar action for the purpose of effecting any of the foregoing.

     (g)  INVOLUNTARY BANKRUPTCY PROCEEDING.   A  case  or other proceeding
shall  be  commenced against the Borrower, any Material Subsidiary  or  any
Other Relevant  Subsidiary, in any court of competent jurisdiction seeking:
(i) relief under  the  Bankruptcy Code of 1978, as amended or other federal
bankruptcy  laws (as now  or  hereafter  in  effect)  or  under  any  other
Applicable Laws,  domestic  or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up, or  composition  or  adjustment  of  debts;  or
(ii)  the  appointment of a trustee, receiver, custodian, liquidator or the
like of such  Person,  or  of  all  or  any substantial part of the assets,
domestic or foreign, of such Person.

     (h)  CONTEST OF LOAN DOCUMENTS.  The  Borrower or any Subsidiary shall
disavow, revoke or terminate any Loan Document  to  which  it is a party or
shall otherwise challenge or contest in any action, suit or  proceeding  in
any   court   or   before   any  Governmental  Authority  the  validity  or
enforceability of this Agreement or any other Loan Document.

     (i)  FAILURE OF SECURITY.   The  Agent shall, for any reason, cease to
have a valid, enforceable and perfected  security interest or other lien in
any of the Collateral; PROVIDED, HOWEVER, the provisions of this subsection
regarding  the  perfection  of any security interest  or  lien  purportedly
granted by a Mortgage shall only apply after the filing thereof.

     (j)  LOAN DOCUMENTS.  An  Event  of Default (as defined therein) shall
occur under any of the other Loan Documents.

SECTION 8.2.  REMEDIES UPON EVENT OF DEFAULT.

     Upon the occurrence of an Event of  Default  the  following provisions
shall apply:

     (a)  ACCELERATION.

          (i)  AUTOMATIC.   Upon  the  occurrence  of an Event  of  Default
     specified in Sections 8.1.(f) or 8.1.(g), (A) an  amount  equal to the
     Stated Amount of all Letters of Credit then outstanding and (B) all of
     the other Obligations of the Borrower, including, but not limited  to,
     the  other  amounts  owed  to  the  Lenders,  and the Agent under this
     Agreement or any of the other Loan Documents shall  become immediately
     and automatically due and payable by the Borrower without presentment,
     demand,  protest,  or  other  notice  of  any kind, all of  which  are
     expressly waived by the Borrower.

          (ii) OPTIONAL.  If any other Event of Default shall have occurred
     and  be  continuing,  the  Agent  may,  and at the  direction  of  the
     Requisite Lenders shall:  declare (A) an  amount  equal  to the Stated
     Amount  of all Letters of Credit then outstanding and (B) all  of  the
     other Obligations,  including,  but  not limited to, the other amounts
     owed to the Lenders and the Agent under  this  Agreement or any of the
     other  Loan Documents to be forthwith due and payable,  whereupon  the
     same shall  immediately  become  due  and payable without presentment,
     demand,  protest  or  other  notice of any  kind,  all  of  which  are
     expressly waived by the Borrower.

     (b)  LOAN DOCUMENTS.  The Requisite  Lenders  may direct the Agent to,
and  the Agent if so directed shall, exercise any and  all  of  its  rights
under any and all of the other Loan Documents.

     (c)  BOND  DOCUMENTS.   The Requisite Lenders may direct the Agent to,
and the Agent if so directed shall,  exercise  any  and  all  of its rights
under any and all of the Bond Documents, including without limitation,  any
right  to cause a Trustee to declare the principal of the respective Bonds,
and all accrued and unpaid interest thereon, immediately due and payable to
the  extent   permitted  under  the  applicable  Indenture  or  other  Bond
Documents.

     (d)  APPLICABLE  LAW.   The Requisite Lenders may direct the Agent to,
and the Agent if so directed shall,  exercise all other rights and remedies
it may have under any Applicable Law.

     (e)  APPOINTMENT OF RECEIVER.  To  the  extent permitted by Applicable
Law, the Agent and the Lenders shall be entitled  to  the  appointment of a
receiver   for   the   assets  and  properties  of  the  Borrower  and  its
Subsidiaries, without notice  of  any kind whatsoever and without regard to
the adequacy of any security for the  Obligations  or  the  solvency of any
party  bound for its payment, to take possession of all or any  portion  of
the business  operations  of  the  Borrower  and  its  Subsidiaries  and to
exercise such power as the court shall confer upon such receiver.

SECTION 8.3.  ALLOCATION OF PROCEEDS.

     If  an Event of Default shall have occurred and be continuing and  the
maturity 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  by the Agent in the following
order and priority:

     (a)  amounts due to the Agent and the Lenders  in  respect of Fees and
expenses due under Section 10.2.;

     (b)  payment of accrued and unpaid interest on all Obligations,  to be
applied  for  the  ratable  benefit of the parties to whom such interest is
owed;

     (c)  payment to the Agent  of all unpaid Reimbursement Obligations, to
be applied in accordance with Section 2.1.(b);

     (d)  payment of all other Obligations  then  due  and  payable,  to be
applied for the ratable benefit of the parties to whom such Obligations are
owed;

     (e)  amounts   due   to   the   Agent  and  the  Lenders  pursuant  to
Sections 9.7. and 10.11.;

     (f)  deposited into the Collateral Account;

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

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

SECTION 8.4.  COLLATERAL ACCOUNT.

     (a)  As collateral security for the prompt payment in full when due of
all Letter of Credit Liabilities, the Borrower hereby pledges and grants to
the Agent, for the benefit of the Agent and the Lenders as provided herein,
a  security  interest in all of its right, title and interest in and to the
Collateral Account  and  the  balances  from time to time in the Collateral
Account (including the investments and reinvestments  therein  provided for
below).  The balances from time to time in the Collateral Account shall not
constitute payment of any Letter of Credit Liabilities until applied by the
Agent  as  provided  herein.   Anything  in  this Agreement to the contrary
notwithstanding, funds held in the Collateral  Account  shall be subject to
withdrawal only as provided in this Section and in Section 2.4.

     (b)  Amounts  on deposit in the Collateral Account shall  be  invested
and reinvested by the  Agent  in  such  Cash Equivalents as the Agent shall
determine in its sole discretion.  All such  investments  and reinvestments
shall be held in the name of and be under the sole dominion  and control of
the  Agent.   The  Agent shall exercise reasonable care in the custody  and
preservation of any  funds  held  in  the  Collateral  Account and shall be
deemed  to  have  exercised such care if such funds are accorded  treatment
substantially equivalent  to  that  which  the  Agent  accords  other funds
deposited with the Agent, it being understood that the Agent shall not have
any  responsibility  for  taking  any  necessary  steps  to preserve rights
against  any  parties  with  respect  to  any funds held in the  Collateral
Account.

     (c)  If an Event of Default shall have occurred and be continuing, the
Agent may (and, if instructed by the Requisite  Lenders,  shall) in its (or
their) discretion at any time and from time to time elect to  liquidate any
such investments and reinvestments and credit the proceeds thereof  to  the
Collateral  Account  and apply or cause to be applied such proceeds and any
other balances in the  Collateral  Account  to  the  payment  of any of the
Letter of Credit Liabilities due and payable.

     (d)  If  (i)  no  Default  or  Event  of  Default has occurred and  is
continuing and (ii) all of the Letter of Credit  Liabilities have been paid
in  full,  the  Agent  shall,  from  time to time, at the  request  of  the
Borrower,  deliver  to  the  Borrower,  against  receipt  but  without  any
recourse, warranty or representation whatsoever,  such  of  the balances in
the Collateral Account as exceed the aggregate amount of Letter  of  Credit
Liabilities at such time.  When all of the Obligations shall have been paid
in  full  and  no  Letters  of  Credit  remain outstanding, the Agent shall
promptly deliver to the Borrower, against receipt but without any recourse,
warranty  or  representation  whatsoever, the  balances  remaining  in  the
Collateral Account.

     (e)  The Borrower shall pay  to  the Agent from time to time such fees
as the Agent normally charges for similar  services  in connection with the
Agent's  administration  of  the  Collateral  Account  and investments  and
reinvestments of funds therein.

SECTION 8.5.  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  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 8.6.  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 IX. THE AGENT

Section 9.1.  Authorization and Action.

     Each Lender hereby appoints and authorizes  the  Agent  to  take  such
action  as  agent 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  and  thereof,  together  with such powers as are
reasonably incidental thereto.  The relationship between  the Agent and the
Lenders shall be that of principal and agent only and 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
each  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 Borrower or any  other  Affiliate  of  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.
The Agent is hereby authorized on behalf of all of the Lenders, without the
necessity of any notice  to  or  further  consent from any the Lender, from
time to time prior to an Event of Default,  to take any action with respect
to any Collateral or Loan Documents which may  be  necessary to perfect and
maintain perfected the security interest in and liens  upon  the Collateral
granted pursuant to any of the Collateral Documents.  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  oher 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  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 9.2.  AGENT'S RELIANCE, ETC.

     Notwithstanding  any  other  provision of any Loan Document, including
without limitation, the first sentence  of  Section  2.1.(d),  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,  except  for  its  or their own
gross negligence or willful misconduct.  Without limiting the generality of
the foregoing, the Agent: (a) may consult with legal counsel (including its
own  counsel  or  counsel for the Borrower), 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; (b) makes  no  warranty  or
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; (c) 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 Borrower or other Persons
or inspect the property, books or records  of  the  Borrower  or  any other
Person;  (d)  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; (e) 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 and (f)  shall  have  no  obligation
whatsoever to  the  Lenders  or  to  any  other  Person  to assure that the
Collateral exists or is owned by the Borrower or is cared for, protected or
insured or that the liens granted to the Agent pursuant to  any  Collateral
Document have been properly or sufficiently or lawfully created, perfected,
protected  or  enforced or are entitled to any particular priority,  or  to
exercise or to continue  exercising  at  all  or in any manner or under any
duty  of care, disclosure or fidelity any of the  rights,  authorities  and
powers  granted  or available to the Agent in this Section or in any of the
Loan Documents, it  being  understood  and  agreed  that  in respect of the
Collateral, or any act, omission or event related thereto,  the  Agent  may
act  in  any  manner it may deem appropriate, in its sole discretion, given
the Agent's own  interest  in the Collateral as one of the Lenders and that
the Agent shall have no duty or liability whatsoever to the Lenders, except
for its gross negligence or willful misconduct.

SECTION 9.3.  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  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 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 9.4.  FIRST UNION AS LENDER.

     First Union, 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 First  Union
in  each  case  in its individual capacity.  First Union 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
Borrower,  any  Subsidiary 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  Borrower  for  services  in connection with  this
Agreement and otherwise without having to account for the same to the other
Lenders.

SECTION 9.5.  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 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 ten  Business Days (or
such  lesser  period  as may be required under the Loan Documents  for  the
Agent to respond).  Unless  a Lender shall give written notice to the Agent
that  it  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.

SECTION 9.6.  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
Borrower, any Subsidiary or other Person to such Lender and  that no act by
the  Agent  hereinafter taken, including any review of the affairs  of  the
Borrower, 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
Borrower, the Subsidiaries or any other Affiliate thereof, and inquiries of
such Persons, its independent  due diligence of the business and affairs of
the Borrower, the 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 transaction 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   infomation  concerning  the  business,  operations,  property,
financial and  other  condition  or  creditworthiness  of the Borrower, any
Subsidiary 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 9.7.  INDEMNIFICATION OF AGENT.

     Each  Lender  agrees  to  indemnify  the  Agent  (to  the  extent  not
reimbursed  by  the Borrower and without limiting  the  obligation  of  the
Borrower to do so)  pro  rata  in  accordance with such Lender's respective
Commitment  Percentage,  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, the Bond Documents,  any Confirming Bank
Letter  of Credit or related Confirming Bank Reimbursement  Agreement,  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  or  if  the  Agent fails to
follow  the written direction of the Requisite Lenders unless such  failure
is pursuant  to the advice of counsel that following such written direction
would likely violate  Applicable Law or the terms of the Loan Documents and
of which the Lenders have received notice.  Without limiting the generality
of the foregoing, each  Lender  agrees to reimburse the Agent promptly upon
demand  for  its  ratable share of any  out-of-pocket  expenses  (including
reasonable counsel  fees  of  the  counsel(s)  of the Agent's own choosing)
reasonably  incurred  by  the  Agent  in connection with  the  preparation,
execution, administration, 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, and any "lender liability"  suit
or claim brought  against  the Agent and/or the Lenders, to the extent that
the  Agent  is not reimbursed  forsuch  expenses  by  the  Borrower.   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 (other than any
claim  or  assertion  that the Agent is not entitled to such  out-of-pocket
expenses as a result of  its  gross  negligence  or  willful  misconduct or
failure  to  follow the written direction of the Requisite Lenders  in  the
absence of the  advice  of  counsel  referred  to above) 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 all amounts payable hereunder or under
the other Loan Documents  and  the  termination  of this Agreement.  If 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.

                         ARTICLE X. MISCELLANEOUS

Section 10.1.  Notices.

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

     If to the Borrower:

          Merry Land & Investment Company, Inc.
          624 Ellis Street
          Augusta, Georgia  30901
          Attention:  Vice President - Finance
          Telecopy Number: (706) 722-4838
          Telephone Number: (706) 722-6756

     If to the Agent:

          First Union National Bank
          Atlanta Real Estate Lending Group
          999 Peachtree Street, 6th Floor
          Atlanta, Georgia  30309
          Attention:  Ms. Susan T. Miller
          Telecopy Number: (404) 225-4113
          Telephone Number: (404) 225-4030

          and

          First Union Capital Markets Group
          One First Union Center, DC-6
          Charlotte, North Carolina  28288-0166
          Attention:  Mr. Chris Finlay
          Telecopy Number: (704) 383-6205
          Telephone Number: (704) 383-6988

     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 with
confirmation of transmission; 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 under hereunder.

SECTION 10.2.  EXPENSES.

     The  Borrower agrees (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), any Confirming  Bank
Letter of Credit or related Confirming Bank Reimbursement Agreement 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 Lenders  to  the  Agent  pursuant to the Loan Documents, (c) to pay,
indemnify and hold the Agent and  the  Lenders  harmless  from  any and all
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, delivery and/or recording
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 8.1.(e)  or  8.1.(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.

SECTION 10.3.  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 is hereby authorized by
the  Borrower,  at  any time or from time to time, without  notice  to  the
Borrower or to any other  Person,  any  such  notice being hereby expressly
waived, 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  Borrower  against  and  on  account  of  any  of  the Obligations,
irrespective  of  whether  or not any or all of the Obligations  have  been
declared to be due and payable  as  permitted by Section 8.2., and although
such obligations shall be contingent or unmatured.

SECTION 10.4  ARBITRATION.

     UPON  DEMAND  OF  ANY  PARTY HERETO,  WHETHER  MADE  BEFORE  OR  AFTER
INSTITUTION OF ANY JUDICIAL PROCEEDING,  ANY  CLAIM  OR CONTROVERSY ARISING
OUT  OF,  OR  RELATING  TO  THIS  AGREEMENT  OR  ANY  OTHER LOAN  DOCUMENTS
("DISPUTES") BETWEEN OR AMONG ANY SUCH PARTIES SHALL BE RESOLVED BY BINDING
ARBITRATION  CONDUCTED  UNDER  AND  GOVERNED  BY  THE COMMERCIAL  FINANCIAL
DISPUTES  ARBITRATION  RULES  (THE  "ARBITRATION RULES")  OF  THE  AMERICAN
ARBITRATION  ASSOCIATION  (THE  "AAA") AND  THE  FEDERAL  ARBITRATION  ACT.
DISPUTES  MAY  INCLUDE,  WITHOUT LIMITATION,  TORT  CLAIMS,  COUNTERCLAIMS,
DISPUTES AS TO WHETHER A MATTER  IS  SUBJECT TO ARBITRATION, CLAIMS BROUGHT
AS CLASS ACTIONS, AND CLAIMS ARISING FROM  LOAN  DOCUMENTS  EXECUTED IN THE
FUTURE.   A  JUDGMENT  UPON  THE  AWARD MAY BE ENTERED IN ANY COURT  HAVING
JURISDICTION.  NOTWITHSTANDING THE  FOREGOING,  THIS  ARBITRATION PROVISION
DOES NOT APPLY TO DISPUTES UNDER OR RELATED TO INTEREST  RATE AGREEMENTS TO
WHICH ANY LENDER IS A PARTY.  ALL ARBITRATION HEARINGS SHALL  BE  CONDUCTED
IN  CHARLOTTE,  NORTH  CAROLINA.   A HEARING SHALL BEGIN WITHIN 90 DAYS  OF
DEMAND FOR ARBITRATION AND ALL HEARINGS  SHALL CONCLUDED WITHIN 120 DAYS OF
DEMAND FOR ARBITRATION.  THESE TIME LIMITATIONS  MAY NOT BE EXTENDED UNLESS
A PARTY SHOWS CAUSE FOR EXTENSION AND THEN NO MORE  THAN  A TOTAL EXTENSION
OF 60 DAYS.  THE EXPEDITED PROCEDURES SET FORTH IN RULE 51  ET. SEQ. OF THE
ARBITRATION  RULES  SHALL BE APPLICABLE TO CLAIMS OF LESS THAN  $1,000,000.
ARBITRATORS  SHALL BE  LICENSED  ATTORNEYS  SELECTED  FROM  THE  COMMERCIAL
FINANCIAL DISPUTE  ARBITRATION  PANEL OF THE AAA.  THE PARTIES DO NOT WAIVE
ANY  APPLICABLE  LAWS  EXCEPT  AS  PROVIDED  HEREIN.   NOTWITHSTANDING  THE
PRECEDING BINDING ARBITRATION PROVISIONS,  THE  PARTIES  AGREE TO PRESERVE,
WITHOUT DIMINUTION, THE FOLLOWING REMEDIES THAT THE AGENT  OR  THE  LENDERS
MAY EXERCISE BEFORE OR AFTER AN ARBITRATION PROCEEDING IS BROUGHT.  SUBJECT
TO  THE  OTHER TERMS HEREOF, THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT
TO PROCEED  IN ANY COURT OF PROPER JURISDICTION OR BY SELF-HELP TO EXERCISE
OR PROSECUTE  THE  FOLLOWING  REMEDIES,  AS  APPLICABLE:  (I) ALL RIGHTS TO
FORECLOSE  AGAINST  ANY  REAL OR PERSONAL PROPERTY  OR  OTHER  SECURITY  BY
EXERCISING A POWER OF SALE  OR UNDER APPLICABLE LAW BY JUDICIAL FORECLOSURE
INCLUDING A PROCEEDING TO CONFIRM  THE  SALE;  (II) ALL RIGHTS OF SELF-HELP
INCLUDING  PEACEFUL OCCUPATION OF REAL PROPERTY AND  COLLECTION  OF  RENTS,
SET-OFF, AND  PEACEFUL  POSSESSION  OF  PERSONAL  PROPERTY; (III) OBTAINING
PROVISIONAL   OR   ANCILLARY   REMEDIES   INCLUDING   INJUNCTIVE    RELIEF,
SEQUESTRATION,  GARNISHMENT, ATTACHMENT, APPOINTMENT OF RECEIVER AND FILING
AN INVOLUNTARY BANKRUPTCY  PROCEEDING; AND (IV) WHEN APPLICABLE, A JUDGMENT
BY CONFESSION OF JUDGMENT.  ANY CLAIM OR CONTROVERSY WITH REGARD TO PARTIES
ENTITLEMENT TO SUCH REMEDIES  IS A DISPUTE.  THE PARTIES HERETO ACKNOWLEDGE
THAT BY AGREEING TO BINDING ARBITRATION  THEY  HAVE  IRREVOCABLY WAIVED ANY
RIGHT THEY MAY HAVE TO A JURY TRIAL WITH REGARD TO A DISPUTE.

SECTION 10.5.  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
assigns, except  that the Borrower may not assign or otherwise transfer any
of its rights under this Agreement without the prior written consent of all
Lenders.

     (b)  Any Lender  may  at  any time grant to one or more banks or other
financial institutions (each a "Participant")  participating  interests  in
its  Commitment or 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 Commitment, or if the Commitments have been terminated, the
aggregate outstanding principal balance of Letter of Credit Liabilities and
other  Obligations  held  by it, in an amount  less  than  $10,000,000  and
(iii) after giving effect to any such participation by a Lender, the amount
of  its  Commitment,  or  if the  Commitments  have  been  terminated,  the
aggregate outstanding principal balance of Letter of Credit Liabilities and
other Obligations held by it, in which it has not granted any participating
interests must be at least  $10,000,000.   Except  as otherwise provided in
Section 10.3., 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 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 or waive any requirement  for  the
reduction or termination of, such Lender's Commitment, (ii) extend the date
fixed for the payment of principal of  or interest on the Obligations 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 (c) below
shall be given effect for purposes of this Agreement  only to the extent of
a  participating interest granted in accordance with this  subsection  (b).
The  selling  Lender shall notify the Agent and the Borrower of the sale of
any participation hereunder and the terms thereof.

     (c)  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,  of  the Borrower shall not be
unreasonably withheld) assign to one or more Eligible  Assignees  (each  an
"Assignee")  all  or  a  portion of its Commitment and its other rights and
obligations under this Agreement; 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; (ii) any partial
assignment  shall be in an amount at least equal to $10,000,000  and  after
giving effect to such assignment the assigning Lender retains a Commitment,
or if the Commitments  have  been  terminated,  holds Obligations having an
aggregate   outstanding   principal  balance,  of  at  least   $10,000,000;
(iii) each such assignment  shall be effected by means of an Assignment and
Acceptance Agreement and (iv) the Agent, in its capacity as a Lender, shall
not  effect  any assignment of  its  Commitment,  if  after  giving  effect
thereto, the amount of such Commitment would be less than the amount of any
other Lender's  Commitment.  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
Commitment 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.  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 $3,000.

     (d)  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  Commitment  of  each  Lender from time to time (the "Register").   The
Agent shall give each Lender  and  the Borrower notice of the assignment by
any Lender of its rights as contemplated  by  this  Section.  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 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,  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 (c) 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 Borrower.

     (e)  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 the Obligations  owing  to such Lender to any Federal
Reserve  Bank  as  collateral security pursuant to  Regulation  A  and  any
Operating  Circular  issued   by   such  Federal  Reserve  Bank,  and  such
Obligations  shall be fully transferable  as  provided  therein.   No  such
assignment  shall   release  the  assigning  Lender  from  its  obligations
hereunder.

     (f)  A Lender may  furnish any information concerning the Borrower, or
any 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 10.10.

     (g)  Anything  in  this  Section  to  the contrary notwithstanding, no
Lender may assign or participate any interest  in  its  Commitment  or  any
Obligation  owing  to  it  hereunder  to  the Borrower or any Subsidiary or
Affiliate of the Borrower.

     (h)  Each Lender agrees that, without the prior written consent of 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, any Loan  Document  under  the
Securities Act or  any other securities laws United States of America or of
any other jurisdiction.

SECTION 10.6.  REPLACEMENT OF LENDERS.

     If  a  Lender requests  compensation  pursuant  to  Section  3.11.  or
Section 4.1.  and  the  Requisite  Lenders are not also doing the same, the
Borrower may, subject to the prior consent  of  the Agent, demand that such
Lender (the "Affected Lender"), and upon such demand  the  Affected  Lender
shall  promptly, assign its Commitment and all of the Obligations owing  to
it to an Eligible Assignee subject to and in accordance with the provisions
of Section  10.5.(c).   Each  of  the  Agent  and the Affected Lender shall
reasonably cooperate in effectuating the replacement  of an Affected Lender
under this Section, but at no time shall the Agent, the  Affected Lender or
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 3.11. or
Section 4.1.

SECTION 10.7.  AMENDMENTS.

     Except as otherwise expressly  provided in this Agreement, any consent
or approval required or permitted by this Agreement or in any Loan Document
to 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 Borrower or any Subsidiary 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 all
of the Lenders), do any of the  following:  (i) increase the Commitments of
the  Lenders  or  subject  the  Lenders  to  any  additional   obligations;
(ii) reduce the principal of, or interest rates that have accrued  or  that
will  be  charged  on the outstanding principal amount of, any Obligations;
(iii) reduce the amount  of  any  Fees payable hereunder; (iv) postpone any
date fixed for any payment of Fees or any other Obligations; (v) change the
Commitment Percentages; (vi) amend this Section or amend the definitions of
the terms used in this Agreement or  the  other  Loan  Documents insofar as
such  definitions affect the substance of this Section; (vii)  release  any
Guarantor  that  is  a  Material  Subsidiary from its obligations under its
Guaranty or (viii) 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.   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 Borrower shall entitle the Borrower to other  or further
notice or demand in similar or other circumstances.

SECTION 10.8.  CREDIT AGREEMENT PROVISIONS.

     (a)  Notwithstanding any provision of this Agreement or any other Loan
Document  to  the  contrary, the Agent, the Lenders and the Borrower  agree
that on or after the  date  hereof  any amendment to, or waiver of, (i) the
Credit Agreement Representations, (ii)  the  Credit  Agreement  Defaults or
(iii) the covenants from the Credit Agreement referred to in Section  7.1.,
which  has  been  consented  to by the Requisite Lenders (or all Lenders if
such amendment or waiver required the consent of all Lenders (as defined in
the Credit Agreement) under the  applicable  terms of the Credit Agreement)
in  writing, shall be deemed to be incorporated  herein  by  reference  and
shall  become  effective  hereunder  when  such amendment or waiver becomes
effective thereunder, without any further action necessary by the Borrower,
the Lenders or the Agent.  Any such amendment  or waiver shall be effective
only in the specific instance and for the specific purpose for which given.
The  Borrower agrees to promptly provide the Agent  with  a  copy  of  such
amendment  or  waiver  if the Agent is not also acting as "Agent" under the
Credit Agreement.

     (b)  The  Credit  Agreement   Representations,  the  Credit  Agreement
Defaults  and  the  covenants from the  Credit  Agreement  referred  to  in
Section 7.1. incorporated  herein by reference and any definitions or other
terms  or  provisions  of  the  Credit  Agreement  incorporated  herein  by
reference, will be deemed to continue  in  effect  for  the  benefit of the
Agent  and  the  Lenders  (notwithstanding  the  termination of the  Credit
Agreement)  until this Agreement has terminated and  all  Obligations  have
been indefeasibly  paid  in full, including, without limitation, whether or
not the Credit Agreement remains  in  effect  or  whether or not the Credit
Agreement is amended, restated or terminated after  the  date  hereof.   If
after  the date hereof, the Credit Agreement is terminated, then references
to the Credit  Agreement  shall  continue  to  be  references to the Credit
Agreement as provided in the immediately preceding sentence.   For purposes
of the foregoing, (i) references in the provisions of the Credit  Agreement
incorporated  herein  by  reference  to  the  "Borrower" shall refer to the
Borrower; (ii) references therein to the "Agent"  shall refer to the Agent;
(iii) references therein to the "Lenders" or a "Lender"  shall refer to the
Lenders  and  a  Lender,  respectively;  and  (iii)  the terms "Agreement,"
"hereto" and "hereof" when used in the provisions of the  Credit  Agreement
incorporated herein by referenced shall refer to this Agreement.

SECTION 10.9.  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 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 Borrower or any Subsidiary.  Neither the Agent nor  any  Lender
undertakes  any  responsibility  to  the  Borrower  to review or inform the
Borrower  of  any  matter  in connection with any phase of  the  Borrower's
business or operations.

SECTION 10.10.  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 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 required by any bona fide Assignee, Participant
or  other  transferee  in  connection with the contemplated transfer of any
Commitment 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 by any Governmental  Authority  or
representative  thereof or pursuant to legal process; (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); and (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.

SECTION 10.11.  INDEMNIFICATION.

     (a)  The  Borrower  shall and hereby agrees 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)  (the  foregoing  items  referred  to  herein  as   "Claims  and
Expenses") 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,  any other Loan
Document,  any  Confirming  Bank,  Letter  of  Credit, any Confirming  Bank
Reimbursement Agreement or the transactions contemplated hereby or thereby;
(ii) the issuance of the Letters of Credit hereunder;  (iii)  any actual or
proposed use by the Borrower or any beneficiary of the Letters  of  Credit;
(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 Borrower and have or are  alleged  to have
information  regarding the financial condition, strategic plans or business
operations of  the  Borrower  and the Subsidiaries; (vii) the fact that the
Agent  and the Lenders are material  creditors  of  the  Borrower  and  are
alleged  to  influence  directly  or  indirectly  the business decisions or
affairs of the Borrower and the 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 the Borrower shall not be obligated to indemnify any Indemnified Party
for any acts or omissions  of  such  Indemnified  Party  in connection with
matters described in this clause (viii) that constitute gross negligence or
willful  misconduct;  and  (ix)  any  violation  or non-compliance  by  the
Borrower or any Subsidiary of any Applicable 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  Applicable  Laws  relating  to the environment,  including  any
Indemnity Proceeding commenced by a Governmental  Authority or other Person
seeking remedial or other action to cause the Borrower  or its Subsidiaries
(or  its  respective  properties)  (or  the  Agent  and/or  the Lenders  as
successors to the Borrower) to be in compliance with such Applicable Laws.

     (b)  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 Borrower or any Subsidiary,
any  shareholder  of  the  Borrower   or   any   Subsidiary  (whether  such
shareholder(s)   are  prosecuting  such  Indemnity  Proceeding   in   their
individual capacity  or  derivately on behalf of the Borrower), any account
debtor of the Borrower or  any Subsidiary or by any Governmental Authority.
This indemnification shall apply to any Indemnity Proceeding arising during
the pendency of any bankruptcy  proceeding filed by or against the Borrower
and/or any Subsidiary.

     (c)  All out-of-pocket fees  and  expenses of, and all amounts paid to
third-persons by, an Indemnified Party shall be advanced by the Borrower at
the  request  of  such  Indemnified  Party  notwithstanding  any  claim  or
assertion by the Borrower that such Indemnified  Party  is  not entitled to
indemnification   hereunder   upon   receipt  of  an  undertaking  by  such
Indemnified Party that such Indemnified  Party  will reimburse 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.

     (d)  An  Indemnified Party  may  conduct  its  own  investigation  and
defense of, and  may  formulate  its  own  strategy  with  respect  to, any
Indemnified Proceeding covered by this Section and, as provided above,  all
costs and expenses incurred by the Indemnified Party shall be reimbursed by
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
Borrower  hereunder  to  indemnify  and hold harmless each such Indemnified
Party; provided, however, that (i) if the Borrower is required to indemnify
an Indemnified Party pursuant hereto  and  (ii)  the  Borrower has provided
evidence  reasonably  satisfactory  to  such  Indemnified  Party  that  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 Borrower (which consent shall not be unreasonably  withheld
or delayed).

     (e)  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.   The  Borrower's
obligations hereunder  shall  survive any termination of this Agreement and
the other Loan Documents and the  payment  in  full 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 10.12.  TERMINATION; SURVIVAL.

     At  such time as (a) all of  the  Commitments  have  been  terminated,
(b) all Letters  of Credit have expired or been terminated, (c) none of the
Lenders  is  obligated   any  longer  under  this  Agreement  and  (d)  all
Obligations  (other than obligations  which  survive  as  provided  in  the
following sentence)  have  been  paid and satisfied in full, this Agreement
shall terminate.  Notwithstanding  any termination of this Agreement, or of
the  other Loan Documents, the indemnities  to  which  the  Agent  and  the
Lenders  are  entitled  under  the  provisions  of Sections 9.7., 10.2. and
10.11.  and  any  other  provision of this Agreement  and  the  other  Loan
Documents, and the waivers  of  jury  trial and submission to jurisdictions
contained in Section 10.4., shall continue  in  full  force  and effect and
shall protect the Agent and the Lenders against events arising  after  such
termination as well as before.

SECTION 10.13.  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 10.14.  GOVERNING LAW.

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

SECTION 10.15.  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 10.16.  LIMITATION OF LIABILITY.

     Neither  the  Agent  nor  any  Lender,  nor  any  affiliate,  officer,
director,  employee,  attorney,  or  agent of the Agent or any Lender shall
have  any  liability  with  respect to, and  the  Borrower  hereby  waives,
releases, and agrees not to sue  any  of  them  upon,  any  claim  for  any
special,   indirect,  incidental,  or  consequential  damages  suffered  or
incurred by  the Borrower in connection with, arising out of, or in any way
related to, this  Agreement  or  any of the other Loan Documents, or any of
the transactions contemplated by this  Agreement  or  any of the other Loan
Documents.  The Borrower hereby waives, releases, and agrees not to sue the
Agent  or  any  Lender  or  any of the Agent's or any Lender's  affiliates,
officers, directors, employees,  attorneys,  or agents for punitive damages
in respect of any claim in connection with, arising  out  of, or in any way
related to, this Agreement or any of the other Loan Documents,  or  any  of
the transactions contemplated by this Agreement or financed hereby.

SECTION 10.17.  ENTIRE AGREEMENT.

     This  Agreement  and the other Loan Documents 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  may not be
contradicted or varied by evidence of prior, contemporaneous, or subsequent
oral agreements or discussions of the parties hereto.

SECTION 10.18.  CONSTRUCTION.

     The Agent, 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
Borrower and each Lender.


                    [Signatures on the Following Pages]


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

                         BORROWER:

                         MERRY LAND & INVESTMENT COMPANY, INC.


                         By:_________________________________
                              Name:__________________________
                              Title:_________________________


                 [Signatures Continued on Following Pages]


<PAGE>
            [SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT DATED AS OF
           APRIL 1, 1998 WITH MERRY LAND & INVESTMENT COMPANY, INC.]


                         FIRST UNION NATIONAL BANK, as Agent and as a
                          Lender


                         By:_______________________________
                              Name:________________________
                              Title:_______________________

                         INITIAL COMMITMENT AMOUNT:

                         $100,991,788


                         LENDING OFFICE:

                         First Union National Bank
                         One First Union Center
                         Charlotte, North Carolina  28288-0166
                         Attn:  Chris Finlay
                         Telecopier: (704) 383-6205
                         Telephone: (704) 383-6988


<PAGE>
                             SCHEDULE 1.1.(a)

                                   BONDS


1.   $12,470,000 Florida Housing Finance Agency Multi-Family Guaranteed
     Mortgage Revenue Bonds (Horizon Place Development), 1983 Series F.

2.   $6,240,000 Florida Housing Finance Agency Multi-Family Guaranteed
     Mortgage Revenue Bonds (Wood Forest Apartments Project), 1983 Series
     I.

3.   $8,700,000 Florida Housing Finance Agency Multi-Family Housing Revenue
     Bonds (Beneva Place Project), 1985 Series C.

4.   $10,975,000 Florida Housing Finance Agency Multi-Family Guaranteed
     Mortgage Revenue Bonds (Oaks at Baymeadows Development), 1983 Series
     G.

5.   $10,220,000 Florida Housing Finance Agency Multi-Family Housing
     Revenue Refunding Bonds (Oaks at Orange Park Project), 1990 Series A.

6.   $10,770,000 Florida Housing Finance Agency Multi-Family Guaranteed
     Mortgage Revenue Bonds (Forest Place Development), 1983 Series J.

7.   $13,840,000 Florida Housing Finance Agency Multi-Family Revenue Bonds
     (The Crossings Project), 1987 Series A.

8.   $21,170,000 Florida Housing Finance Agency Multi-Family Housing
     Revenue Bonds (Buena Vista Place Project), 1985 Series MM.

9.   $7,200,000 Florida Housing Finance Agency Multi-Family Guaranteed
     Mortgage Revenue Bonds (Oaks at Regency Development), 1983 Series K.


<PAGE>
                             SCHEDULE 1.1.(b)

                                INDENTURES


1.   Trust Indenture dated as of  December 1, 1983, by and between SunTrust
     Bank, Central Florida, National Association, the successor to Flagship
     National  Bank  of  Miami, as trustee (the "Trustee"), and the Florida
     Housing Finance Corporation,  formerly  known  as  the Florida Housing
     Finance Agency (the "Corporation"), as supplemented  as  of  August 1,
     1984, as of February 1, 1986, as of December 1, 1986, as of March  10,
     1995,  as  of  June  1,  1995,  as  of  April  1, 1998, and as further
     supplemented from time to time.

2.   Trust  Indenture  dated as of  December 1, 1983, by  and  between  the
     Trustee and the Corporation as supplemented as of February 1, 1986, as
     of December 1, 1986,  as of March 1, 1998, and as further supplemented
     from time to time.

3.   Trust Indenture dated as  of   February  1,  1985,  by and between the
     Trustee and the Corporation as supplemented as of February 1, 1986, as
     of May 1, 1988, as of April 1, 1998, and as further supplemented  from
     time to time.

4.   Trust  Indenture  dated  as  of   December 1, 1983, by and between the
     Trustee and the Corporation, as supplemented  as of August 1, 1984, as
     of February 1, 1986, as of December 1, 1986, as  of March 10, 1995, as
     of June 1, 1995, as of April 1, 1998, and as further supplemented from
     time to time.

5.   Trust  Indenture  dated  as  of   August 1, 1990, by and  between  the
     Trustee and the Corporation as supplemented  as  of April 1, 1998, and
     as further supplemented from time to time.

6.   Trust  Indenture  dated as of  December 1, 1983, by  and  between  the
     Trustee and the Corporation,  as  supplemented as of February 1, 1986,
     as  of  December  1,  1986  as  of  March  1,  1998,  and  as  further
     supplemented from time to time.

7.   Trust Indenture dated as of  February  1,  1987,  by  and  between the
     Trustee  and the Corporation as supplemented as of April 1, 1998,  and
     as further supplemented from time to time.

8.   Second Amended  and  Restated Trust Indenture dated as of September 1,
     1987 by and between the Trustee and the Corporation as supplemented as
     of April 1, 1998, and as further supplemented from time to time.

9.   Trust Indenture dated  as  of   December  1,  1983, by and between the
     Trustee and the Corporation, as supplemented as  of  February 1, 1986,
     as  of  December  1,  1986,  as  of  March  1,  1998,  and  as further
     supplemented from time to time.


<PAGE>
                             SCHEDULE 1.1.(c)

                            TARGET PARTNERSHIPS


Sarasota Beneva Place Associates, Ltd., a Florida limited partnership

The Crossings Associates, a Florida general partnership

Forest Place Associates, a Florida general partnership

Horizon Place Associates, a Florida general partnership

Oaks at Baymeadows Associates, a Florida general partnership

Merry Land DownREIT I LP, successor to Crow Oaks at Orange Park Associates,
Ltd., a Florida limited partnership

Oaks at Regency Associates, a Florida general partnership

Buena Vista Place Associates, a Florida general partnership

Wood Forest Associates, a Florida general partnership



<PAGE>
                                 SCHEDULE 2.1.

                Description of Basic Terms of Letters of Credit

<TABLE>
<CAPTION>
                                                                                                   
               HORIZON      OAKS AT      CROSSINGS    WOOD          FOREST      OAKS AT       BENEVA       OAKS AT      BUENA VISTA
PROJECT NAME   PLACE        BAYMEADOWS   (CHICKASAW)  FOREST        PLACE       REGENCY       PLACE        ORANGE PARK  PLACE
<S>            <C>          <C>          <C>          <C>            <C>          <C>          <C>          <C>         <C>

Bond Series    1983F        1983G        1987A        1983I          1983J        1983K        1985C        1990A       1985MM

CURRENT        
PRINCIPAL
AMOUNT         $12,090,000  $10,240,000  $11,640,000  $5,995,000     $10,370,000  $6,925,000   $8,700,000   $9,540,000  $21,170,000

STATED         
EXPIRATION
DATE           June 15,     June 15,     February 15, December 15,   December 15, December 15, February 15, April 15,   November
               2000         2000         2003         1999           1999         1999         2002         1999        15, 1999

CURRENT/MAX.   
INTEREST RATE  5.35%        5.35%        4.85%        4.85%          4.85%        4.85%        Max. 15%     Max. 10%    4.013%/

REDEMPTION PREMIUM
COVERAGE       1.5%         1.5%         2.0%         1.0%           1.0%         1.0%         None         None        None

REQUIRED # OF  
DAYS INTEREST
COVERAGE       183          183          183          183            183          183          95           36          183

ORIGINAL LOC   
STATED AMOUNT  $12,600,148  $10,672,086  $12,159,775  $6,202,752     $10,729,364  $7,164,981   $9,044,375   $9,634,094  $22,784,213


LOC NUMBER     S148617      S148618      S148619      S148620        S148621      S148622      S148623      S148624     S148625
</TABLE>




<PAGE>
                           SCHEDULE 2.2.

  Description of Basic Terms of Confirming Bank Letters of Credit


<TABLE>
<CAPTION>
                                             OAKS AT             CROSSINGS             OAKS AT             BUENA VISTA
PROJECT NAME          HORIZON PLACE         BAYMEADOWS          (CHICKASAW)          ORANGE PARK            PLACE
<S>                       <C>                 <C>                  <C>                  <C>                  <C>

Bond Series              1983F               1983G                1987A                1990A               1985MM

CURRENT PRINCIPAL AMOUNT $12,090,000         $10,240,000          $11,640,000          $9,540,000          $21,170,000

SCHEDULED EXPIRATION     June 15, 2000       June 15, 2000        February 15, 2003    April 15, 1999      November 15, 1999
DATE

CURRENT/MAX.             5.35%               5.35%                4.85%                Max. 10%            4.013%/
INTEREST RATE                                                                                              Max. 15%

REDEMPTION               1.5%                1.5%                 2.0%                 None                None
PREMIUM COVERAGE

ORIGINAL LOC             $12,600,148         $10,672,086          $12,159,775          $9,634,094          $22,784,213
STATED AMOUNT
</TABLE>


<PAGE>

                           TABLE OF CONTENTS*

ARTICLE I. DEFINITIONS..............................................1

     Section 1.1.  Definitions......................................1
     Section 1.2.  General; References to Times.....................9

ARTICLE II. LETTER OF CREDIT FACILITY...............................9

     Section 2.1.  Letters of Credit................................9
     Section 2.2.  Confirming Bank Letter of Credit................12
     Section 2.3.  Extension of Stated Termination Dates...........14
     Section 2.4.  Maturity Date of Letters of Credit Past
                   Facility Termination Date.......................15

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS...........15

     Section 3.1.  Payments........................................15
     Section 3.2.  Pro Rata Treatment..............................16
     Section 3.3.  Sharing of Payments, Etc........................16
     Section 3.4.  Several Obligations.............................16
     Section 3.5.  Fees............................................17
     Section 3.6.  Computations....................................17
     Section 3.7.  Usury...........................................17
     Section 3.8.  Agreement Regarding Interest and Charges........17
     Section 3.9.  Statements of Account...........................18
     Section 3.10. Defaulting Lenders..............................18
     Section 3.11. Taxes...........................................19

ARTICLE IV. YIELD PROTECTION, ETC..................................20

     Section 4.1.  Additional Costs; Capital Adequacy..............20
     Section 4.2.  Change of Lending Office........................21

ARTICLE V. CONDITIONS PRECEDENT....................................21

     Section 5.1.  Conditions Precedent............................21
     Section 5.2.  Conditions as Covenants.........................25

ARTICLE VI. REPRESENTATIONS AND WARRANTIES.........................26

     Section 6.1.  Representations and Warranties..................26
     Section 6.2.  Survival of Representations and Warranties,Etc..28

ARTICLE VII. COVENANTS.............................................29

     Section 7.1.  Incorporation of Certain Covenants of Credit
                   Agreement.......................................29
     Section 7.2.  Additional Subsidiaries.........................29
     Section 7.3.  Information.....................................29
     Section 7.4.  Remarketing Agent, Placement Agent and Trustee..30
     Section 7.5.  Registration of Bonds...........................30
     Section 7.6.  Performance of Bond Documents...................30
     Section 7.7.  Modifications to Bond Documents; Redemptions,
                   Etc.............................................30
     Section 7.8.  Further Assurances..............................30

ARTICLE VIII. DEFAULT..............................................31

     Section 8.1.  Events of Default...............................31
     Section 8.2.  Remedies Upon Event of Default..................32
     Section 8.3.  Allocation of Proceeds..........................33
     Section 8.4.  Collateral Account..............................34
     Section 8.5.  Performance by Agent............................35
     Section 8.6.  Rights Cumulative...............................35

ARTICLE IX. THE AGENT..............................................35

     Section 9.1.  Authorization and Action........................35
     Section 9.2.  Agent's Reliance, Etc...........................36
     Section 9.3.  Notice of Defaults..............................37
     Section 9.4.  First Union as Lender...........................37
     Section 9.5.  Approvals of Lenders............................37
     Section 9.6.  Lender Credit Decision, Etc.....................38
     Section 9.7.  Indemnification of Agent........................38

ARTICLE X. MISCELLANEOUS...........................................39

     Section 10.1.  Notices........................................39
     Section 10.2.  Expenses.......................................40
     Section 10.3.  Setoff.........................................41
     Section 10.4.  Arbitration....................................41
     Section 10.5.  Successors and Assigns.........................42
     Section 10.6.  Replacement of Lenders.........................44
     Section 10.7.  Amendments.....................................45
     Section 10.8.  Credit Agreement Provisions....................46
     Section 10.9.  Nonliability of Agent and Lenders..............46
     Section 10.10. Confidentiality................................47
     Section 10.11. Indemnification................................47
     Section 10.12. Termination; Survival..........................49
     Section 10.13. Severability of Provisions.....................49
     Section 10.14. GOVERNING LAW..................................49
     Section 10.15. Counterparts...................................49
     Section 10.16. Limitation of Liability........................49
     Section 10.17. Entire Agreement...............................50
     Section 10.18. Construction...................................50

SCHEDULE 1.1.(a)  Bonds
SCHEDULE 1.1.(b)  Indentures
SCHEDULE 1.1.(c)  Target Partnerships
SCHEDULE 2.1.     Description of Basic Terms of Letters of Credit

EXHIBIT A         Form of Assignment and Acceptance Agreement
EXHIBIT B         Form of Guaranty
EXHIBIT C         Form of Pledge Agreement
EXHIBIT D         Form of Letter of Credit
EXHIBIT E         Form of Opinion of Counsel


**FOOTNOTES**

    *THIS TABLE OF CONTENTS IS NOT PART OF THE REIMBURSEMENT
     AGREEMENT AND IS PROVIDED AS A CONVENIENCE ONLY.