AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JUNE 28, 2000

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

DATED AS OF JUNE 28, 2000

among

WELLSFORD FINANCE, LLC, as Borrower

and

FLEET NATIONAL BANK
(f/k/a BANKBOSTON, N.A.),

and

OTHER LENDERS WHICH MAY BECOME
PARTIES TO THIS AGREEMENT, as Lenders

and

FLEET NATIONAL BANK
(f/k/a BANKBOSTON, N.A.),
as Agent

TABLE OF CONTENTS

ss.1. DEFINITIONS AND RULES OF INTERPRETATION...........................1
ss.1.1. Definitions. ............................................1
ss.1.2. Rules of Interpretation..................................12

ss.2. THE REVOLVING CREDIT FACILITY.....................................13
ss.2.1. Commitment to Lend. ....................................13
ss.2.2. Facility Fee. ..........................................13
ss.2.3. Reduction of Commitment. ...............................13
ss.2.4. Notes. .................................................14
ss.2.5. Interest on Loans........................................14
ss.2.6. Requests for Loans. ....................................15
ss.2.7. Funds for Loans. .......................................15

ss.3. REPAYMENT OF THE LOANS............................................16
ss.3.1. Stated Maturity. .......................................16
ss.3.2. Mandatory Prepayments. .................................16
ss.3.3. Optional Prepayments. ..................................17
ss.3.4. Partial Prepayments. ...................................17
ss.3.5. Effect of Prepayments. .................................17

ss.4. CERTAIN GENERAL PROVISIONS........................................17
ss.4.1. Conversion Options.......................................17
ss.4.2. Closing Fee. ...........................................18
ss.4.3. INTENTIONALLY OMITTED....................................18
ss.4.4. Funds for Payments.......................................18
ss.4.5. Computations. ..........................................19
ss.4.6. Inability to Determine Eurodollar Rate. ................19
ss.4.7. Illegality. ............................................19
ss.4.8. Additional Interest. ...................................20
ss.4.9. Additional Costs, Etc. .................................20
ss.4.10. Capital Adequacy. .....................................21
ss.4.11. Indemnity of Borrower. ................................22
ss.4.12. Interest on Overdue Amounts; Late Charge. .............22
ss.4.13. Certificate. ..........................................22
ss.4.14. Limitation on Interest. ...............................22

ss.5. COLLATERAL SECURITY...............................................23
ss.5.1. Collateral. ............................................23
ss.5.2. Market Value.............................................23

ss.5.3. INTENTIONALLY OMITTED....................................23
ss.5.4. INTENTIONALLY OMITTED....................................23

ss.6. REPRESENTATIONS AND WARRANTIES....................................24
ss.6.1. Corporate Authority, Etc.................................24
ss.6.2. Governmental Approvals. ................................25
ss.6.3. Title to Properties: Leases. ..........................25
ss.6.4. Financial Statements. ..................................25
ss.6.5. No Material Changes. ...................................25
ss.6.6. Franchises, Patents, Copyrights, Etc. ..................25
ss.6.7. Litigation. ............................................25
ss.6.8. No Materially Adverse Contracts, Etc. ..................26
ss.6.9. Compliance with Other Instruments, Laws, Etc. ..........26
ss.6.10. Tax Status. ...........................................26
ss.6.11. No Event of Default. ..................................26
ss.6.12. Holding Company and Investment Company Acts. ..........26
ss.6.13. Absence of UCC Financing Statements, Etc. .............27
ss.6.14. Setoff, Etc. ..........................................27
ss.6.15. Certain Transactions. .................................27
ss.6.16. Employee Benefit Plans. ...............................27
ss.6.17. ERISA Taxes. ..........................................27
ss.6.18. Plan Payments. ........................................28
ss.6.19. Regulations T, U and X. ...............................28
ss.6.20. INTENTIONALLY OMITTED...................................28
ss.6.21. Loan Documents. .......................................28
ss.6.22. Brokers. ..............................................29
ss.6.23. Fair Consideration. ...................................29
ss.6.24. Solvency. .............................................29
ss.6.25. Other Debt. ...........................................29
ss.6.26. Year 2000 Compliant.....................................29

ss.7. AFFIRMATIVE COVENANTS OF THE BORROWER.............................30
ss.7.1. Punctual Payment. ......................................30
ss.7.2. Maintenance of Office. .................................30
ss.7.3. Records and Accounts. ..................................30
ss.7.4. Financial Statements, Certificates and Information. ....30
ss.7.5. Notices..................................................32
ss.7.6. Existence; Maintenance of Properties.....................33
ss.7.7. Insurance. ............................................33
ss.7.8. Taxes. ...............................................34
ss.7.9. Inspection of Properties and Books. ....................34
ss.7.10. Compliance with Laws, Contracts, Licenses, and Permits. 34
ss.7.11. Use of Proceeds. ......................................34

ss.7.12. Further Assurances. ...................................34
ss.7.13. INTENTIONALLY OMITTED....................................35
ss.7.14. ERISA Compliance. .......................................35
ss.7.15. INTENTIONALLY OMITTED....................................35
ss.7.16. More Restrictive Agreements. ..........................35
ss.7.17. Plan Assets, etc. .....................................35
ss.7.18. Determination of Values. ..............................36

ss.8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER........................36
ss.8.1. Restrictions on Indebtedness. ..........................36
ss.8.2. Restrictions on Liens, Etc. ............................36
ss.8.3. Restrictions on Investments. ...........................37
ss.8.4. Merger, Consolidation. .................................38
ss.8.5. Sale and Leaseback. ....................................38
ss.8.6. Distributions. .........................................38
ss.8.7. INTENTIONALLY OMITTED....................................39
ss.8.8. Covenants with Respect to Indebtedness, Operations,
Fundamental Changes......................................39

ss.9. FINANCIAL COVENANTS OF BORROWER...................................41
ss.9.1. Liabilities to Assets Ratio. ...........................41
ss.9.2. Designated Collateral Value. ...........................41

ss.10. CLOSING CONDITIONS................................................41
ss.10.1. Loan Documents. .......................................41
ss.10.2. Certified Copies of Organizational Documents. .........41
ss.10.3. Bylaws; Resolutions. ..................................41
ss.10.4. Incumbency Certificate; Authorized Signers. ...........42
ss.10.5. Opinion of Counsel. ...................................42
ss.10.6. Payment of Fees. ......................................42
ss.10.7. Performance; No Default. ..............................42
ss.10.8. Representations and Warranties. .......................42
ss.10.9. Proceedings and Documents. ............................42
ss.10.10. INTENTIONALLY OMITTED...................................42
ss.10.11. Compliance Certificate. ..............................42
ss.10.12. Governmental Policy. .................................43
ss.10.13. Other. ...............................................43

ss.11. CONDITIONS TO ALL BORROWINGS. ...................................43
ss.11.1. Prior Conditions Satisfied. ...........................43
ss.11.2. Representations True; No Default. .....................43
ss.11.3. No Legal Impediment. ..................................43
ss.11.4. Governmental Regulation. ..............................43

ss.11.5. Proceedings and Documents. ............................43
ss.11.6. Borrowing Documents. ..................................44

ss.12. EVENTS OF DEFAULT; ACCELERATION; ETC. ...........................44
ss.12.1. Events of Default and Acceleration. ...................44
ss.12.1A. Limitation of Cure Periods. ............................47
ss.12.1B. Certain Cure Periods. ..................................47
ss.12.2. Termination of Commitments. ...........................48
ss.12.3. Remedies. ..............................................48
ss.12.4. Distribution of Collateral Proceeds. ..................48

ss.13. SETOFF............................................................49

ss.14. THE AGENT.........................................................50
ss.14.1. Authorization. ........................................50
ss.14.2. Employees and Agents. .................................50
ss.14.3. No Liability. .........................................50
ss.14.4. No Representations. ...................................50
ss.14.5. Payments................................................51
ss.14.6. Holders of Notes. .....................................52
ss.14.7. Indemnity. ............................................52
ss.14.8. Agent as Lender. ......................................52
ss.14.9. Resignation. ..........................................52
ss.14.10. Duties in the Case of Enforcement. ...................53

ss.15. EXPENSES..........................................................53

ss.16. INDEMNIFICATION...................................................54

ss.17. SURVIVAL OF COVENANTS, ETC. .....................................55

ss.18. ASSIGNMENT AND PARTICIPATION......................................55
ss.18.1. Conditions to Assignment by Lenders. ..................55
ss.18.2. Register. .............................................56
ss.18.3. New Notes. ............................................56
ss.18.4. Participations. .......................................56
ss.18.5. Pledge by Lender. .....................................57
ss.18.6. No Assignment by Borrower. ............................57
ss.18.7. Disclosure. ...........................................57

ss.19. NOTICES...........................................................57

ss.20. RELATIONSHIP. ...................................................59

ss.21. GOVERNING LAW; CONSENT TO JURISDICTION
AND SERVICE. .....................................................59

ss.22. HEADINGS..........................................................59

ss.23. COUNTERPARTS......................................................59

ss.24. ENTIRE AGREEMENT, ETC.............................................60

ss.25. WAIVER OF JURY TRIAL..............................................60

ss.26. DEALINGS WITH THE BORROWER. .....................................60

ss.27. CONSENTS, AMENDMENTS, WAIVERS, ETC. .............................60

ss.28. SEVERABILITY......................................................61

ss.29. NO UNWRITTEN AGREEMENTS...........................................61

ss.30. TIME OF THE ESSENCE. ............................................61

ss.31. REPLACEMENT NOTES.................................................62

SCHEDULE OF EXHIBITS
--------------------

EXHIBIT A Form of Amended and Restated Note
EXHIBIT B Form of Request for Loan
EXHIBIT C Form of Compliance Certificate

SCHEDULE 1 Lenders and Commitments
SCHEDULE 6.3 Title to Properties; Leases
SCHEDULE 6.7 Litigation
SCHEDULE 6.17 ERISA Plans

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

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of the 28th
day of June, 2000, by and among WELLSFORD FINANCE, LLC, a Delaware limited
liability company having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Borrower"), FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.), a national banking association, and the other lending
institutions which may become parties hereto pursuant to ss.18 (collectively,
the "Lenders"), and FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), as Agent for
the Lenders (the "Agent").

RECITALS:
---------

WHEREAS, Wellsford Finance, Inc. ("Original Borrower"), Agent and the
lenders a party thereto entered into that certain Revolving Credit Agreement
dated as of January 12, 1999 (the "Original Agreement"); and

WHEREAS, on or about June ____ 2000, Original Borrower assigned all of its
rights under the Original Agreement to Borrower and Borrower assumed all of the
liabilities and obligations of Original Borrower under the Original Agreement
pursuant to that certain Assumption Agreement between Borrower, Original
Borrower, Agent and the Lenders; and

WHEREAS, Borrower has requested that the Lenders modify the Original
Agreement in certain respects; and

WHEREAS, Agent and the Lenders are willing to modify the Original Agreement
by amending and restating same upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the recitals herein and the mutual
covenants contained herein, the parties hereto hereby amend and restate the
Original Agreement in its entirety as follows:

ss.1. DEFINITIONS AND RULES OF INTERPRETATION.DEFINITIONS AND RULES OF
INTERPRETATION.

ss.1.1. Definitions. The following terms shall have the meanings set forth
in this ss.l or elsewhere in the provisions of this Agreement referred to below:

Affiliate. An Affiliate, as applied to any Person, shall mean any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling",

"controlled by" and "under common control with"), as applied to any Person,
means (a) the possession, directly or indirectly, of the power to vote ten
percent (10%) or more of the stock, shares, voting trust certificates,
beneficial interest, partnership interests, member interests or other interests
having voting power for the election of directors of such Person or otherwise to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise,
or (b) the ownership of (i) a general partnership interest, (ii) a managing
member's interest in a limited liability company or (iii) a limited partnership
interest or preferred stock (or other ownership interest) representing ten
percent (10%) or more of the outstanding limited partnership interests,
preferred stock or other ownership interests of such Person.

Agent. Fleet National Bank (f/k/a BankBoston, N.A.), a national banking
association, its successors and assigns, acting as agent for the Lenders.

Agent's Head Office. The Agent's head office located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as the Agent
may designate from time to time by notice to the Borrower and the Lenders.

Agent's Special Counsel. Long ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or such other counsel
as may be approved by the Agent.

Agreement. This Amended and Restated Revolving Credit Agreement, including
the Schedules and Exhibits hereto.

Agreement Regarding Fees. The Agreement Regarding Fees dated of even date
herewith between Borrower and FNB.

Balance Sheet Date. June 26, 2000.

Base Rate. The higher of (a) the annual rate of interest announced from
time to time by FNB at its head office in Providence, Rhode Island as its "base
rate", and (b) one-half of one percent (0.5%) above the Federal Funds Effective
Rate (rounded upwards, if necessary, to the next one-eighth of one percent). Any
change in the rate of interest payable hereunder resulting from a change in the
Base Rate shall become effective as of the opening of business on the day on
which such change in the Base Rate becomes effective.

Base Rate Loans. Those Loans bearing interest calculated by reference to
the Base Rate.

Borrower. As defined in the preamble hereto.

Business Day. Any day on which banking institutions in New York City or the
city in which the Agent's Head Office is located are open for the transaction of
banking business and, in the case of Eurodollar Rate Loans, which also is a
Eurodollar Business Day.

Capitalized Lease. A lease under which a Person is the lessee or obligor,
the discounted future rental payment obligations under which are required to be
capitalized on the balance sheet of the lessee or obligor in accordance with
generally accepted accounting principles.

Closing Date. The first date on which all of the conditions set forth
in ss.10 and ss.11 have been satisfied.

Code. The Internal Revenue Code of 1986, as amended.

Collateral. All of the property, rights and interests of the Borrower,
which are or are intended to be subject to the security interests, liens and
mortgages created by the Security Documents, including, without limitation, the
Collateral Note.

Collateral Assignment. The Collateral Assignment of Documents, Rights and
Claims by the Borrower to the Agent for the benefit of the Lenders pursuant to
which the Collateral Note and related documents are pledged to the Agent.

Collateral Loan Documents. The Collateral Note and each of the other
documents, instruments or other agreements evidencing, securing or otherwise
relating to the Collateral Note.

Collateral Note. That certain Note dated as of June 28, 2000, made by Park
Avenue Financing Company, LLC and PAMC Co-Manager Inc. to the order of Borrower
in the original principal face amount of $25,000,000.00.

Collateral Property. Collectively, the equity interests and other
collateral pledged to secure payment of the Collateral Note and the real
property which is directly or indirectly owned by the Person or Persons pledging
the equity interests to secure repayment of the Collateral Note.

Commitment. With respect to each Lender, the amount set forth on Schedule 1
hereto as the amount of such Lender's Commitment to make or maintain Loans to
the Borrower, as the same may be reduced from time to time in accordance with
the terms of this Agreement.

Commitment Percentage. With respect to each Lender, the percentage set
forth on Schedule 1 hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders.

Compliance Certificate. See ss.7.4(e).

Conversion Request. A notice given by the Borrower to the Agent of its
election to convert or continue a Loan in accordance withss.4.1.

Debt Offering. The issuance and sale by the Borrower or the Guarantor of
any debt securities of the Borrower or the Guarantor.

Debt Service. For any period, the sum of all interest expense and mandatory
or scheduled principal payments due and payable during such period, excluding
any balloon payments due upon maturity of any Indebtedness.

Debt Service Coverage Ratio. At any time determined by the Agent at the end
of any calendar quarter, the ratio (expressed as a percentage) of (a) the net
operating income (determined in accordance with the accrual basis of accounting
used for income tax purposes) from the Collateral Property available for the
payment of all Debt Service secured, in whole or in part, by the Collateral
Property or by direct or indirect beneficial interests therein relating to the
Collateral Property, including all senior loans, for such period to (b) the Debt
Service payable with respect to all loans secured, in whole or in part, by the
Collateral Property or by direct or indirect beneficial interests therein
relating to the Collateral Property, including all senior loans, for such
period. The determination of the Debt Service Coverage Ratio and the components
thereof shall, so long as the same shall be determined in good faith, be
conclusive and binding absent manifest error.

Default. See ss.12.1.

Designated Collateral Value. At any time, eighty percent (80%) of the
lesser of (i) the Market Value of the Collateral Note, and (ii) the outstanding
principal balance of the Collateral Note.

The Designated Collateral Value shall be zero for the Collateral Note:

(a) in the event that there shall have occurred a failure to pay when
due, or within any applicable period of grace, any obligation thereunder,
or a failure to observe or perform any term, covenant or agreement under
the Collateral Note or related Collateral Loan Documents for such period of
time as would permit (assuming the giving of appropriate notice if
required) the holder or holders thereof or of any obligations issued
thereunder to accelerate the maturity thereof; or

(b) in the event that a Subordination Event has occurred; or

(c) in the event that the Debt Service Coverage Ratio is not greater
than 1 to 1 as of any date of determination and such ratio is not restored
within thirty (30) days of such date of determination.

Distribution. The declaration or payment of any dividend or distribution on
or in respect of any shares, member interests or other beneficial interest of
the Borrower, other than dividends or distributions payable solely in equity
securities of the Borrower; the purchase, redemption, exchange or other
retirement of any shares, member interests or other beneficial interest of the
Borrower; the return of capital by the Borrower to its members as such; or any
other distribution on or in respect of any shares, member interests or other
beneficial interest of the Borrower.

Dollars or $. Dollars in lawful currency of the United States of America.

Domestic Lending Office. Initially, the office of each Lender designated as
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
located within the United States that will be making or maintaining Base Rate
Loans.

Drawdown Date. The date on which any Loan is made or is to be made, and the
date on which any Loan is converted or combined in accordance with ss.4.1..

Employee Benefit Plan. Any employee benefit plan within the meaning of
ss.3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Multiemployer Plan.

Environmental Laws. Any judgment, decree, order, law, license, rule or
regulation pertaining to environmental matters, including without limitation,
those arising under the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 as
amended, the Superfund Amendments and Reauthorization Act of 1986, the Federal
Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or
any state or local statute, regulation, ordinance, order or decree relating to
the environment.

Equity Offering. The issuance and sale by the Borrower or the Guarantor of
any of its equity securities.

ERISA. The Employee Retirement Income Security Act of 1974, as amended and
in effect from time to time.

ERISA Affiliate. Any Person which is treated as a single employer with the
Borrower under ss.414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss.4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate
Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D or any successor or similar
regulation), if such liabilities were outstanding. The Eurocurrency Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
the Eurocurrency Reserve Rate.

Eurodollar Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Agent and the
Lenders in their sole discretion acting in good faith.

Eurodollar Lending Office. Initially, the office of each Lender designated
as such in Schedule 1 hereto; thereafter, such other office of such Lender, if
any, that shall be making or maintaining Eurodollar Rate Loans.

Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate
Loan, the rate per annum equal to the quotient (rounded upwards to the nearest
1/16 of one percent) of (a) the rate at which the Reference Lender's Eurodollar
Lending Office is offered Dollar deposits two Eurodollar Business Days prior to
the beginning of such Interest Period in whatever interbank eurodollar market
may be selected by the Reference Lender in its sole discretion, acting in good
faith, for delivery on the first day of such Interest Period for the number of
days comprised therein and in an amount comparable to the amount of the
Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a
number equal to 1.00 minus the Eurocurrency Reserve Rate.

Eurodollar Rate Loans. Loans bearing interest calculated by reference to a
Eurodollar Rate.

Event of Default. See ss.12.1.

Federal Funds Effective Rate. For any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by the Agent from three
Federal funds brokers of recognized standing selected by the Agent.

FNB. Fleet National Bank, a national banking association.

Funds Available for Distribution. With respect to any Person for any fiscal
period, an amount equal to the sum of the Net Income plus depreciation and other
non-cash charges deducted in calculating such Net Income for such period.

generally accepted accounting principles. Principles that are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time
and (b) consistently applied with past financial statements of the Borrower
adopting the same principles; provided that a certified public

accountant would, insofar as the use of such accounting principles is pertinent,
be in a position to deliver an unqualified opinion (other than a qualification
regarding changes in generally accepted accounting principles) as to financial
statements in which such principles have been properly applied.

Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of ss.3(2) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

Guarantor. Wellsford Real Properties, Inc., a Maryland corporation.

Guaranty. That certain Unconditional Guaranty of Payment and Performance
dated of even date herewith made by the Guarantor in favor of Agent and the
Lenders, as the same may be modified or amended.

Hazardous Substances. Any hazardous waste, as defined by 42
U.S.C. ss.9601(5), any hazardous substances as defined by 42 U.S.C. ss.9601(14),
any pollutant or contaminant as defined by 42 U.S.C.ss.9601(33) or any toxic
substances, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws.

Indebtedness. All obligations, contingent and otherwise, that in accordance
with generally accepted accounting principles should be classified upon the
obligor's balance sheet as liabilities, or to which reference should be made by
footnotes thereto, including in any event and whether or not so classified: (a)
all debt and similar monetary obligations, whether direct or indirect
(including, without limitation, all obligations evidenced by bonds, debentures,
notes or similar debt instruments and subordinated indebtedness); (b) all
liabilities secured by any mortgage, pledge, security interest, lien, charge or
other encumbrance existing on property owned or acquired subject thereto,
whether or not the liability secured thereby shall have been assumed; and (c)
all guarantees, endorsements and other contingent obligations whether direct or
indirect in respect of indebtedness of others, including contingent obligations
that in accordance with generally accepted accounting principles are required to
be footnoted on the Borrower's balance sheets and any obligation to supply funds
to or in any manner to invest directly or indirectly in a Person, to purchase
indebtedness, or to assure the owner of indebtedness against loss through an
agreement to purchase goods, supplies or services for the purpose of enabling
the debtor to make payment of the indebtedness held by such owner or otherwise,
and the obligation to reimburse the issuer in respect of any letter of credit;
(d) any obligation as a lessee or an obligor under a Capitalized Lease; (e) all
indebtedness, obligations or other liabilities under or with respect to interest
rate swap, collar, cap or other agreements providing interest rate protection
and currency exchange or swap obligations; and (f) the Borrower's pro rata share
of any of the above-described obligations of its unconsolidated affiliates.

Interest Payment Date. As to each Loan, the first day of each calendar
month during the term of such Loan.

Interest Period. With respect to each Eurodollar Rate Loan (a) initially,
the period commencing on the Drawdown Date of such Loan and ending one, two or
three months thereafter, and (b) thereafter, each period commencing on the day
following the last day of the next preceding Interest Period applicable to such
Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:

(A) if any Interest Period with respect to a Eurodollar Rate Loan
would otherwise end on a day that is not a Eurodollar Business Day, that
Interest Period shall end and the next Interest Period shall commence on
the next preceding or succeeding Eurodollar Business Day as determined
conclusively by the Reference Lender in accordance with the then current
bank practice in the applicable eurodollar interbank market;

(B) if the Borrower shall fail to give notice as provided in ss.4.1,
the Borrower shall be deemed to have requested a conversion of the affected
Eurodollar Rate Loan to a Base Rate Loan on the last day of the then
current Interest Period with respect thereto; and

Investments. With respect to any Person, all shares of capital stock,
evidences of Indebtedness and other securities issued by any other Person, all
loans, advances, or extensions of credit to, or contributions to the capital of,
any other Person, all purchases of the securities or business or integral part
of the business of any other Person and commitments and options to make such
purchases, all interests in real property, and all other investments; provided,
however, that the term "Investment" shall not include (i) equipment, inventory
and other tangible personal property acquired in the ordinary course of
business, or (ii) current trade and customer accounts receivable for services
rendered in the ordinary course of business and payable in accordance with
customary trade terms. In determining the aggregate amount of Investments
outstanding at any particular time: (a) there shall be included as an Investment
all interest accrued with respect to Indebtedness constituting an Investment
unless and until such interest is paid; (b) there shall be deducted in respect
of each such Investment any amount received as a return of capital (but only by
repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); (c) there shall not be deducted in respect of any
Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (a) may be deducted when paid; and (d) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

Lenders. FNB and any other Person who becomes an assignee of any rights of
a Lender pursuant toss.18 (but not including any Participant, as defined
inss.18).

Liens. See ss.8.2.

Loan Documents. This Agreement, the Notes, the Security Documents, the
Guaranty and all other documents, instruments or agreements executed or
delivered by or on behalf of the Borrower or the Guarantor evidencing or
securing the Loans.

Loan Request. See ss.2.6.

Loans. The aggregate Loans to be made by the Lenders hereunder.

Majority Lenders. As of any date, the Lender or Lenders whose aggregate
Commitment Percentage is equal to or greater than the required percentage, as
determined by the Lenders, required to approve such matter, as disclosed by the
Agent to the Borrower from time to time; provided, however, such required
percentage shall not exceed sixty-six and two-thirds percent (66.67%).

Market Value. With respect to the Collateral Note, at any time determined
by the Majority Lenders, the outstanding principal balance of the Collateral
Note; provided that in the sole discretion of the Agent, the Market Value of the
Collateral Note may be increased or decreased to equal the price at which the
Collateral Note could be sold to a third-party, as determined by the Majority
Lenders in their sole discretion (exercised in good faith), which Market Value
may be determined to be zero. The Majority Lenders' determination of Market
Value shall be conclusive upon the parties absent manifest error.
Notwithstanding the foregoing, the frequency of determination of Market Value
shall be governed by ss.5.2.

Maturity Date. January 12, 2002, or such earlier date on which the Loans
shall become due and payable pursuant to the terms hereof.

Multiemployer Plan. Any multiemployer plan within the meaning of ss.3(37)
of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.

Net Income (or Deficit). With respect to any Person (or any asset of any
Person) for any fiscal period, the net income (or deficit) of such Person (or
attributable to such asset), after deduction of all expenses, taxes and other
proper charges, determined in accordance with generally accepted accounting
principles.

Notes. See ss.2.4.

Notice. See ss.19.

Obligations. All indebtedness, obligations and liabilities of the Borrower
to any of the Lenders and the Agent, individually or collectively, under this
Agreement or any of the other Loan Documents or in respect of any of the Loans
or the Notes, or other instruments at any time evidencing any of the foregoing,
whether existing on the date of this Agreement or arising or incurred hereafter,
direct or indirect, joint or several, absolute or contingent, matured or
unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise.

Outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

PBGC. The Pension Benefit Guaranty Corporation created by ss.4002 of ERISA
and any successor entity or entities having similar responsibilities.

Permitted Liens. Liens, security interests and other encumbrances permitted
by ss.8.2.

Person. Any individual, corporation, partnership, limited liability
company, trust, unincorporated association, business, or other legal entity, and
any government or any governmental agency or political subdivision thereof.

Plan Assets. Assets of any employee benefit plan subject to Part 4,
Subtitle A, Title I of ERISA.

Pledge Agreement. Each agreement from time to time in effect in form and
substance satisfactory to the Majority Lenders pursuant to which the Borrower
may pledge cash, Short-term Investments or other property referred to in clause
(iii) of ss.5.1 as part of the Collateral securing the Obligations.

Real Estate. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower.

Record. The record, including computer records, maintained by the Agent
with respect to any Loan referred to in the Notes.

Reference Lender. FNB.

Release. Releasing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, disposing or dumping or threatened
release of Hazardous Substances.

Reportable Event. Any of the events set forth in ss.4043 (b) of ERISA or
the regulations thereunder.

SEC. The federal Securities and Exchange Commission.

Security Documents. Collectively, the Collateral Assignment, the Guaranty,
any further collateral assignments, pledges, endorsements or powers to the Agent
for the benefit of the Lenders, and each Pledge Agreement, including, without
limitation, U.C.C.-1 financing statements executed and delivered in connection
therewith.

Servicer. A servicer or agent which may service the loan evidenced by the
Collateral Note.

Servicing Agreement. The agreement pursuant to which a Servicer services
the loan evidenced by the Collateral Note.

Short-term Investments. Investments described in subsections (a) through
(g), inclusive, of ss.8.3. For all purposes of this Agreement and the other Loan
Documents, the value of Short-term Investments at any time shall be the current
market value thereof determined in a manner reasonably satisfactory to the
Majority Lenders.

State. A state of the United States of America.

Subordination Event. The occurrence of any event or circumstance
(including, without limitation, the occurrence of a default or bankruptcy event)
which entitles the holder of any loan to be paid prior to or in preference to
the holder of a Subordinated Loan. Without limiting the foregoing, the
occurrence of any event for such period of time as would permit (assuming the
giving of appropriate notice if required) the holder of any mortgage loan or
tranche thereof prior to any loan secured by the Collateral Property underlying
the Collateral Note to accelerate the maturity thereof shall constitute a
Subordination Event.

Subordinated Loan. A loan, or portion thereof, with respect to which the
right to be paid or the timing of such payment is or may become subordinated or
otherwise made inferior or subject to the right of another Person to be paid,
whether by contract, priority or otherwise.

Subsidiary. Any corporation, association, partnership, limited liability
company, trust, or other business or other legal entity of which the designated
parent shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority (by number of votes or controlling interests)
of the outstanding Voting Interests.

Total Assets. All assets of the Borrower determined in accordance with
generally accepted accounting principles. All Real Estate owned by the Borrower
shall be valued on an undepreciated cost basis.

Total Commitment. The sum of the Commitments of the Lenders, as in effect
from time to time.

Total Liabilities. All liabilities of the Borrower determined in accordance
with generally accepted accounting principles and all Indebtedness of the
Borrower, whether or not so classified.

Type. As to any Loan, its nature as a Base Rate Loan or a Eurodollar Rate
Loan.

Voting Interests. Stock or similar ownership interests, of any class or
classes (however designated), the holders of which are at the time entitled, as
such holders, (a) to vote for the election of a majority of the directors (or
persons performing similar functions) of the corporation, association,
partnership, trust or other business entity involved, or (b) to control, manage,
or conduct the business of the corporation, partnership, association, trust or
other business entity involved.

Year 2000 Compliant. All computers, hardware, imbedded microchips, software
and material date-affected technology used in Borrower's business operations are
able to correctly and effectively store, process and otherwise deal with date
data from, into, between and otherwise concerning the twentieth and twenty-first
centuries, and otherwise continue to function properly and unimpaired with
respect to all calendar dates falling on or after January 1, 2000.

ss.1.2. Rules of Interpretation.

(1) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to
time in accordance with its terms and the terms of this Agreement.

(2) The singular includes the plural and the plural includes the
singular.

(3) A reference to any law includes any amendment or modification to
such law.

(4) A reference to any Person includes its permitted successors and
permitted assigns.

(5) Accounting terms not otherwise defined herein have the meanings
assigned to them by generally accepted accounting principles applied on a
consistent basis by the accounting entity to which they refer.

(6) The words "include", "includes" and "including" are not limiting.

(7) The words "approval" and "approved", as the context so determines,
means an approval in writing given to the party seeking approval after full
and fair disclosure to the party giving approval of all material facts
necessary in order to determine whether approval should be granted.

(8) All terms not specifically defined herein or by generally accepted
accounting principles, which terms are defined in the Uniform Commercial
Code as in effect in the State of New York, have the meanings assigned to
them therein.

(9) Reference to a particular "ss.", refers to that section of this
Agreement unless otherwise indicated.

(10) The words "herein", "hereof", "hereunder" and words of like
import shall refer to this Agreement as a whole and not to any particular
section or subdivision of this Agreement.

ss.2. THE REVOLVING CREDIT FACILITY.

ss.2.1. Commitment to Lend. Subject to the terms and conditions set forth
in this Agreement, each of the Lenders severally agrees to lend to the Borrower,
and the Borrower may borrow (and repay and reborrow) from time to time between
the Closing Date and the Maturity Date upon notice by the Borrower to the Agent
given in accordance with ss.2.6, such sums as are requested by the Borrower for
the purposes set forth in ss.7.11 up to the lesser of (a) a maximum aggregate
principal amount outstanding (after giving effect to all amounts requested) at
any one time equal to such Lender's Commitment and (b) such Lender's Commitment
Percentage of the Designated Collateral Value; provided, that, in all events no
Default or Event of Default shall have occurred and be continuing and the
Borrower's financial statements as required pursuant to ss.2.6(iii) shall
demonstrate compliance with all covenants set forth therein; and provided,
further, that the outstanding principal amount of the Loans (after giving effect
to all amounts requested) shall not at any time exceed the Total Commitment. The
Loans shall be mad

pro rata in accordance with each Lender's Commitment Percentage. The Loan
Request shall constitute a representation and warranty by the Borrower that all
of the conditions set forth in ss.10 and ss.11, in the case of the initial Loan,
and ss.11, in the case of all other Loans, have been satisfied on the date of
such funding.

ss.2.2. Facility Fee. The Borrower agrees to pay to the Agent for the
accounts of the Lenders in accordance with their respective Commitment
Percentages a facility fee calculated at the rate of one-fourth of one percent
(1/4%) per annum on the average daily amount by which the Total Commitment
exceeds the outstanding principal amount of Loans during each calendar quarter
or portion thereof commencing on the date hereof and ending on the Maturity
Date. The facility fee shall be payable quarterly in arrears on the first day of
each calendar quarter for the immediately preceding calendar quarter or portion
thereof, or on any earlier date on which the Commitments shall be reduced or
shall terminate as provided in ss.2.3, with a final payment on the Maturity
Date.

ss.2.3. Reduction of Commitment. The Borrower shall have the right at any
time and from time to time upon five Business Days' prior written notice to the
Agent to reduce by $1,000,000 or an integral multiple of $1,000,000 in excess
thereof or to terminate entirely the unborrowed portion of the Commitments,
whereupon the Commitments of the Lenders shall be reduced pro rata in accordance
with their respective Commitment Percentages of the amount specified in such
notice or, as the case may be, terminated, any such reduction to be without
penalty (unless such reduction requires repayment of a Eurodollar Rate Loan).
Promptly after receiving any notice of the Borrower delivered pursuant to this
ss.2.3, the Agent will notify the Lenders of the substance thereof. Upon the
effective date of any such reduction or termination, the Borrower shall pay to
the Agent for the respective accounts of the Lenders the full amount of any
facility fee under ss.2.2 then accrued on the amount of the reduction. No
reduction or termination of the Commitments may be reinstated. Notwithstanding
the foregoing, in no event shall the Commitments be reduced to less than
$10,000,000.00 unless such Commitments are reduced to $0.

ss.2.4. Notes. The Loans shall be evidenced by a single promissory note of
the Borrower to each Lender in substantially the form of Exhibit A hereto
(collectively, the "Notes"), dated as of the Closing Date and completed with
appropriate insertions. One Note shall be payable to the order of each Lender in
the principal amount equal to such Lender's Commitment or, if less, the
outstanding amount of all Loans made by such Lender, plus interest accrued
thereon, as set forth below. The Borrower irrevocably authorizes the Agent to
make or cause to be made, at or about the time of the Drawdown Date of any Loan
or at the time of receipt of any payment of principal thereof, an appropriate
notation on the Agent's Record reflecting the making of such Loan or (as the
case may be) the receipt of such payment. The outstanding amount of the Loans
set forth on the Agent's Record shall be prima facie evidence of the principal
amount thereof owing and unpaid to each Lender, but the failure to record, or
any error in so recording, any such amount on the Agent's Record shall not limit
or otherwise affect the obligations of the Borrower hereunder or under any Note
to make payments of principal of or interest on any Note when due.

ss.2.5. Interest on Loans.

(1) Each Base Rate Loan shall bear interest for the period commencing
with the Drawdown Date thereof and ending on the date on which such Base
Rate Loan is converted to a Eurodollar Rate Loan at the rate per annum
equal to the sum of the Base Rate plus one and three-fourths percent
(1.75%).

(2) Each Eurodollar Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto at the rate per annum equal to the sum
of the Eurodollar Rate determined for such Interest Period plus two and
three-fourths percent (2.75%).

(3) The Borrower promises to pay interest on each Loan in arrears on
each Interest Payment Date with respect thereto.

(4) Base Rate Loans and Eurodollar Rate Loans may be converted to
Loans of the other Type as provided inss.4.1.

ss.2.6. Requests for Loans. Except with respect to the initial Loan, the
Borrower shall give to the Agent written notice in the form of Exhibit B hereto
(or telephonic notice confirmed in writing in the form of Exhibit B hereto) of
each Loan requested hereunder (a "Loan Request") no less than five (5) Business
Days prior to the proposed Drawdown Date. The Borrower shall not make a Loan
Request more frequently than two times each month. Each such notice shall
specify with respect to the requested Loan the proposed principal amount,
Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall
also contain (i) a statement as to the purpose for which such advance shall be
used (which purpose shall be in accordance with the terms of ss.7.11), (ii) a
certification by the chief financial or chief accounting officer of the Borrower
that the Borrower is and will be in compliance with all covenants under the Loan
Documents after giving effect to the making of such Loan, and (iii) a Compliance
Certificate prepared using the financial statements of the Borrower most
recently provided or required to be provided to the Agent under ss.6.4 or ss.7.4
adjusted in the best good faith estimate of the Borrower to give effect to the
proposed advance. Promptly upon receipt of any such notice, the Agent shall
notify each of the Lenders thereof. Except as provided in this ss.2.6, each such
Loan Request shall be irrevocable and binding on the Borrower and shall obligate
the Borrower to accept the Loan requested from the Lenders on the proposed
Drawdown Date, provided that, in addition to the Borrower's other remedies
against any Lender which fails to advance its proportionate share of a requested
Loan, such Loan Request may be revoked by the Borrower by notice received by the
Agent no later than the Drawdown Date if any Lender fails to advance its
proportionate share of the requested Loan in accordance with the terms of this
Agreement, provided further that the Borrower shall be liable in accordance with
the terms of this Agreement (including, without limitation, amounts due pursuant
to ss.4.8) to any Lender which is prepared to advance its proportionate share of
the requested Loan for any costs, expenses or damages incurred by such Lender as
a result of the Borrower's election to revoke such Loan Request. Nothing herein
shall prevent the Borrower or the funding Lenders from seeking recourse against
any Lender that fails to advance its proportionate share of a requested Loan
(but not any other Lender) as required by this Agreement for the actual and
consequential damages incurred by the Borrower (including, without limitation,
amounts required

to be paid under this Agreement by the Borrower to any Lender) and such funding
Lenders proximately caused by such Lender that has failed to advance its
proportionate share, provided that in no event shall such Lender be liable for
punitive or exemplary damages. The Borrower may without cost or penalty revoke a
Loan Request by delivering notice thereof to each of the Lenders no later than
three (3) Business Days prior to the Drawdown Date. Each Loan Request shall be
(a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an
integral multiple of $100,000 in excess thereof, or (b) for a Eurodollar Rate
Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of
$100,000 in excess thereof; provided, however, that there shall be no more than
five (5) Eurodollar Rate Loans outstanding at any one time.

ss.2.7. Funds for Loans.

(1) Not later than 1:00 p.m. (Boston time) on the proposed Drawdown Date of
any Loans, each of the Lenders will make available to the Agent, at the Agent's
Head Office, in immediately available funds, the amount of such Lender's
Commitment Percentage of the amount of the requested Loans which may be
disbursed pursuant to ss.2.1. Upon receipt from each Lender of such amount, and
upon receipt of the documents required by ss.10 and ss.11 and the satisfaction
of the other conditions set forth therein, to the extent applicable, the Agent
will make available to the Borrower the aggregate amount of such Loans made
available to the Agent by the Lenders by crediting such amount to the account of
the Borrower maintained at the Agent's Head Office. The failure or refusal of
any Lender to make available to the Agent at the aforesaid time and place on any
Drawdown Date the amount of its Commitment Percentage of the requested Loans
shall not relieve any other Lender from its several obligation hereunder to make
available to the Agent the amount of such other Lender's Commitment Percentage
of any requested Loans, including any additional Loans that may be requested
subject to the terms and conditions hereof to provide funds to replace those not
advanced by the Lender so failing or refusing, provided that the Borrower may by
notice received by the Agent no later than the Drawdown Date refuse to accept
any Loan which is not fully funded in accordance with the Borrower's Loan
Request subject to the terms of ss.2.6. In the event of any such failure or
refusal, the Lenders not so failing or refusing shall be entitled to a priority
secured position as against the Lender or Lenders so failing or refusing for
such Loans as provided in ss.12.4.

(2) Unless Agent shall have been notified by any Lender prior to the
applicable Drawdown Date that such Lender will not make available to Agent such
Lender's pro rata share of a proposed Loan, Agent may in its discretion assume
that such Lender has made such Loan available to Agent in accordance with the
provisions of this Agreement and Agent may, if it chooses, in reliance upon such
assumption make such Loan available to Borrower, and such Lender shall be liable
to the Agent for the amount of such advance.

ss.3. REPAYMENT OF THE LOANS.

ss.3.1. Stated Maturity. The Borrower promises to pay on the Maturity Date,
and there shall become absolutely due and payable on the Maturity Date, all of
the Loans outstanding on such date, together with any and all accrued and unpaid
interest thereon.

ss.3.2. Mandatory Prepayments. The Borrower promises to pay principal of
the Loans prior to the stated maturity as follows:

(1) If at any time the aggregate outstanding principal amount of the Loans
exceeds the Total Commitment or the Designated Collateral Value, then the
Borrower shall, subject to Borrower's rights pursuant to ss.12.1B, immediately
pay the amount of such excess to the Agent for the respective accounts of the
Lenders for application to the Loans, together with any additional interest
payable pursuant to ss.4.8.

(2) If at any time the Borrower receives a payment or prepayment of or in
respect to the principal amount of the Collateral Note (whether as a result of a
voluntary prepayment, the occurrence of a casualty to or condemnation of the
property securing such Note ,or otherwise), then the Borrower shall immediately
pay such amount to the Agent for the respective accounts of the Lenders for
application to the outstanding amount of the Loans, together with any additional
interest payable pursuant to ss.4.8.

ss.3.3. Optional Prepayments. The Borrower shall have the right, at the
Borrower's election, to prepay the outstanding amount of the Loans, as a whole
or in part, at any time without penalty or premium; provided, that the full or
partial prepayment of the outstanding amount of any Eurodollar Rate Loans
pursuant to this ss.3.3 may be made only on the last day of the Interest Period
relating thereto except as otherwise required pursuant to ss.4.7. The Borrower
shall give the Agent, no later than 10:00 a.m., Boston time, at least three
Business Days prior written notice of any prepayment pursuant to this ss.3.3 of
any Base Rate Loans and at least four Eurodollar Business Days notice of any
proposed repayment pursuant to this ss.3.3 of Eurodollar Rate Loans, in each
case specifying the proposed date of payment of Loans and the principal amount
to be paid.

ss.3.4. Partial Prepayments. Each partial prepayment of the Loans
under ss.3.3 shall be in an integral multiple of $100,000, shall be accompanied
by the payment of accrued interest on the principal prepaid to the date of
payment and, after payment of such interest, shall be applied, in the absence of
instruction by the Borrower, first to the principal of Base Rate Loans and then
to the principal of Eurodollar Rate Loans.

ss.3.5. Effect of Prepayments. Amounts of the Loans prepaid underss.3.2
and ss.3.3 prior to the Maturity Date may be reborrowed as provided in ss.2.

ss.4. CERTAIN GENERAL PROVISIONS.

ss.4.1. Conversion Options.

(1) The Borrower may elect from time to time to convert any outstanding
Loan to a Loan of another Type and such Loan shall thereafter bear interest as a
Base Rate Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with
respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan,
the Borrower shall give the Agent at least three Business Days' prior written
notice of such election, and such conversion shall only be made on the last day
of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with
respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan,
the Borrower shall give the Agent at least four Eurodollar Business Days' prior
written notice of such election and the Interest Period requested for such Loan,
the principal amount of the Loan so converted shall be in a minimum aggregate
amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and,
after giving effect to the making of such Loan, there shall be no more than five
(5) Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be
converted into a Eurodollar Rate Loan when any Default or Event of Default has
occurred and is continuing. All or any part of the outstanding Loans of any Type
may be converted as provided herein, provided that no partial conversion shall
result in a Base Rate Loan in an aggregate principal amount of less than
$1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less
than $2,000,000 and that the aggregate principal amount of each Loan shall be in
an integral multiple of $100,000. On the date on which such conversion is being
made, each Lender shall take such action as is necessary to transfer its
Commitment Percentage of such Loans to its Domestic Lending Office or its
Eurodollar Lending Office, as the case may be. Each Conversion Request relating
to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be
irrevocable by the Borrower.

(2) Any Loan may be continued as such Type upon the expiration of an
Interest Period with respect thereto by compliance by the Borrower with the
terms of ss.4.1; provided that no Eurodollar Rate Loan may be continued as such
when any Default of the type described in subsections (a), (b), (c) or (d) of
ss.12.1 or Event of Default has occurred and is continuing, but shall be
automatically converted to a Base Rate Loan on the last day of the Interest
Period relating thereto ending during the continuance of any Default or Event of
Default.

(3) In the event that the Borrower does not notify the Agent of its
election hereunder with respect to any Loan, such Loan shall be automatically
converted to a Base Rate Loan at the end of the applicable Interest Period.

ss.4.2. Closing Fee. The Borrower agrees to pay, on or before the Closing
Date, to FNB a commitment fee as specified in the Agreement Regarding Fees.

ss.4.3. INTENTIONALLY OMITTED.

ss.4.4. Funds for Payments.

(1) All payments of principal, interest, facility fees, Agent's fees,
closing fees and any other amounts due hereunder or under any of the other Loan
Documents shall be made to the Agent, for the respective accounts of the Lenders
and the Agent, as the case may be, at the Agent's office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, not later than 1:00 p.m. (Boston time) on the day
when due, in each case in immediately available funds. The Agent is hereby
authorized to charge the account of the Borrower with FNB, on the dates when the
amount thereof shall become due and payable, with the amounts of the principal
of and interest on the Loans and all fees, charges, expenses and other amounts
owing to the Agent and/or the Lenders under the Loan Documents.

(2) All payments by the Borrower hereunder and under any of the other Loan
Documents shall be made without setoff or counterclaim and free and clear of and
without deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or conditions of any
nature now or hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other authority therein unless the Borrower is
compelled by law to make such deduction or withholding. If any such obligation
is imposed upon the Borrower with respect to any amount payable by it hereunder
or under any of the other Loan Documents, the Borrower will pay to the Agent,
for the account of the Lenders or (as the case may be) the Agent, on the date on
which such amount is due and payable hereunder or under such other Loan
Document, such additional amount in Dollars as shall be necessary to enable the
Lenders or the Agent to receive the same net amount which the

Lenders or the Agent would have received on such due date had no such obligation
been imposed upon the Borrower. The Borrower will deliver promptly to the Agent
certificates or other valid vouchers for all taxes or other charges deducted
from or paid with respect to payments made by the Borrower hereunder or under
such other Loan Document.

ss.4.5. Computations. All computations of interest on the Loans and of
other fees to the extent applicable shall be based on a 360-day year and paid
for the actual number of days elapsed. Except as otherwise provided in the
definition of the term "Interest Period" with respect to Eurodollar Rate Loans,
whenever a payment hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue during
such extension. The outstanding amount of the Loans as reflected on the records
of the Agent from time to time shall be considered prima facie evidence of such
amount.

ss.4.6. Inability to Determine Eurodollar Rate. In the event that, prior to
the commencement of any Interest Period relating to any Eurodollar Rate Loan,
the Agent shall determine that adequate and reasonable methods do not exist for
ascertaining the Eurodollar Rate for such Interest Period, the Agent shall
forthwith give notice of such determination (which shall be conclusive and
binding on the Borrower and the Lenders) to the Borrower and the Lenders. In
such event (a) any Loan Request with respect to Eurodollar Rate Loans shall be
automatically withdrawn and shall be deemed a request for Base Rate Loans and
(b) each Eurodollar Rate Loan will automatically, on the last day of the then
current Interest Period thereof, become a Base Rate Loan, and the obligations of
the Lenders to make Eurodollar Rate Loans shall be suspended until the Agent
determines that the circumstances giving rise to such suspension no longer
exist, whereupon the Agent shall so notify the Borrower and the Lenders.

ss.4.7. Illegality. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful, or any central bank or other
governmental authority having jurisdiction over a Lender

or its Eurodollar Lending Office shall assert that it is unlawful, for any
Lender to make or maintain Eurodollar Rate Loans, such Lender shall forthwith
give notice of such circumstances to the Agent and the Borrower and thereupon
(a) the commitment of the Lenders to make Eurodollar Rate Loans or convert Loans
of another type to Eurodollar Rate Loans shall forthwith be suspended and (b)
the Eurodollar Rate Loans then outstanding shall be converted automatically to
Base Rate Loans on the last day of each Interest Period applicable to such
Eurodollar Rate Loans or within such earlier period as may be required by law.

ss.4.8. Additional Interest. Additional Interest. If any Eurodollar Rate
Loan or any portion thereof is repaid or is converted to a Base Rate Loan for
any reason on a date which is prior to the last day of the Interest Period
applicable to such Eurodollar Rate Loan, the Borrower will pay to the Agent upon
demand for the account of the Lenders in accordance with their respective
Commitment Percentages, in addition to any amounts of interest otherwise payable
hereunder, any amounts required to compensate the Lenders for any losses, costs
or expenses which may reasonably be incurred as a result of such payment or
conversion, including, without limitation, an amount equal to daily interest for
the unexpired portion of such Interest Period on the Eurodollar Rate Loan or
portion thereof so repaid or converted at a per annum rate equal to the excess,
if any, of (a) the interest rate calculated on the basis of the Eurodollar Rate
applicable to such Eurodollar Rate Loan minus (b) the yield obtainable by the
Agent upon the purchase of debt securities customarily issued by the Treasury of
the United States of America which have a maturity date most closely
approximating the last day of such Interest Period (it being understood that the
purchase of such securities shall not be required in order for such amounts to
be payable and that a Lender shall not be obligated or required to have actually
obtained funds at the Eurodollar Rate or to have actually reinvested such amount
as described above).

ss.4.9. Additional Costs, Etc. Additional Costs, Etc. Notwithstanding
anything herein to the contrary, if any future applicable law or any amendment
or modification of present applicable law which expression, as used herein,
includes statutes, rules and regulations thereunder and legally binding

interpretations thereof by any competent court or by any governmental or other
regulatory body or official with appropriate jurisdiction charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender or the Agent by any central bank or other fiscal,
monetary or other authority (whether or not having the force of law), shall:

(1) subject any Lender or the Agent to any tax, levy, impost, duty, charge,
fee, deduction or withholding of any nature with respect to this Agreement, the
other Loan Documents, such Lender's Commitment or the Loans (other than taxes
based upon or measured by the income or profits of such Lender or the Agent), or

(2) materially change the basis of taxation (except for changes in taxes on
income or profits) of payments to any Lender of the principal of or the interest
on any Loans or any other amounts payable to any Lender under this Agreement or
the other Loan Documents, or

(3) impose or increase or render applicable any special deposit, reserve,
assessment, liquidity, capital adequacy or other similar requirements (whether
or not having the force of law) against assets held by, or deposits in or for
the account of, or loans by, or commitments of an office of any Lender beyond
those in effect as of the date hereof, or

(4) impose on any Lender or the Agent any other conditions or requirements
with respect to this Agreement, the other Loan Documents, the Loans, such
Lender's Commitment, or any class of loans or commitments of which any of the
Loans or such Lender's Commitment forms a part; and the result of any of the
foregoing is

(1) to increase the cost to any Lender of making, funding, issuing,
renewing, extending or maintaining any of the Loans or such Lender's
Commitment, or

(2) to reduce the amount of principal, interest or other amount
payable to such Lender or the Agent

hereunder on account of such Lender's Commitment or any of the Loans, or

(3) to require such Lender or the Agent to make any payment or to
forego any interest or other sum payable hereunder, the amount of which
payment or foregone interest or other sum is calculated by reference to the
gross amount of any sum receivable or deemed received by such Lender or the
Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, within fifteen (15) days of
demand made by such Lender or (as the case may be) the Agent at any time and
from time to time and as often as the occasion therefor may arise, pay to such
Lender or the Agent such additional amounts as such Lender or the Agent shall
determine in good faith to be sufficient to compensate such Lender or the Agent
for such additional cost, reduction, payment or foregone interest or other sum.
Each Lender and the Agent in determining such amounts may use any reasonable
averaging and attribution methods, generally applied by such Lender or the
Agent.

ss.4.10. Capital Adequacy. If after the date hereof any Lender determines
that (a) the adoption of or change in any law, rule, regulation or guideline
regarding capital requirements of general application for banks or bank holding
companies or any change in the interpretation or application thereof by any
governmental authority charged with the administration thereof, or (b)
compliance by such Lender or its parent bank holding company with any future
guideline, request or directive of any such entity regarding capital adequacy or
any amendment or change in interpretation of any existing guideline, request or
directive (whether or not having the force of law), has the effect of reducing
the return on such Lender's or such holding company's capital as a consequence
of such Lender's commitment to make Loans hereunder to a level below that which
such Lender or holding company could have achieved but for such adoption, change
or compliance (taking into consideration such Lender's or such holding company's
then existing policies with respect to capital adequacy and assuming the full
utilization of such entity's capital) by any amount deemed by such Lender to be
material, then such Lender may notify the Borrower thereof. The Borrower agrees
to pay to such Lender the amount of such reduction in the return on capital as
and when

such reduction is determined, upon presentation by such Lender of a statement of
the amount setting for the Lender's calculation thereof. In determining such
amount, such Lender may use any reasonable averaging and attribution methods,
generally applied by such Lender or the Agent.

ss.4.11. Indemnity of Borrower. The Borrower agrees to indemnify each
Lender and to hold each Lender harmless from and against any loss, cost or
expense that such Lender may sustain or incur as a consequence of (a) default by
the Borrower in payment of the principal amount of or any interest on any
Eurodollar Rate Loans as and when due and payable, including any such loss or
expense arising from interest or fees payable by such Lender to lenders of funds
obtained by it in order to maintain its Eurodollar Rate Loans, or (b) default by
the Borrower in making a borrowing or conversion after the Borrower has given
(or is deemed to have given) a Loan Request or a Conversion Request; provided,
however, that the Borrower shall not be required to so indemnify any Lender
pursuant to clause (b) above which fails or refuses to fund its proportionate
share of a Loan in accordance with the terms of this Agreement.

ss.4.12. Interest on Overdue Amounts; Late Charge. Overdue principal and
(to the extent permitted by applicable law) interest on the Loans and all other
overdue amounts payable hereunder or under any of the other Loan Documents shall
bear interest payable on demand at a rate per annum equal to four percent (4.0%)
above the Base Rate from the date due until such amount shall be paid in full
(after as well as before judgment). In addition, the Borrower shall pay a late
charge equal to three percent (3.0%) of any amount of interest and/or principal
payable on the Loans or any other amounts payable hereunder or under the Loan
Documents, which is not paid within ten days of the date when due.

ss.4.13. Certificate. A certificate setting forth any amounts payable
pursuant toss.4.8,ss.4.9,ss.4.10,ss.4.11 or ss.4.12 and a brief explanation of
such amounts which are due, submitted by any Lender or the Agent to the
Borrower, shall be conclusive in the absence of manifest error.

ss.4.14. Limitation on Interest. Notwithstanding anything in this Agreement
to the

contrary, all agreements between the Borrower and the Lenders and the Agent,
whether now existing or hereafter arising and whether written or oral, are
hereby limited so that in no contingency, whether by reason of acceleration of
the maturity of any of the Obligations or otherwise, shall the interest
contracted for, charged or received by the Lenders exceed the maximum amount
permissible under applicable law. If, from any circumstance whatsoever, interest
would otherwise be payable to the Lenders in excess of the maximum lawful
amount, the interest payable to the Lenders shall be reduced to the maximum
amount permitted under applicable law; and if from any circumstance the Lenders
shall ever receive anything of value deemed interest by applicable law in excess
of the maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the Obligations and to the
payment of interest or, if such excessive interest exceeds the unpaid balance of
principal of the Obligations, such excess shall be refunded to the Borrower. All
interest paid or agreed to be paid to the Lenders shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full period until payment in full of the principal of the Obligations (including
the period of any renewal or extension thereof) so that the interest thereon for
such full period shall not exceed the maximum amount permitted by applicable
law. This section shall control all agreements between the Borrower and the
Lenders and the Agent.

ss.5. COLLATERAL SECURITY.

ss.5.1. Collateral. Collateral. The Obligations shall be secured by (i) a
perfected first priority pledge to the Agent, for the benefit of the Lenders, of
the Collateral Loan Documents; and (ii) such additional collateral, if any, as
the Agent for the benefit of the Lenders from time to time may accept as
security for the Obligations with the consent of the Majority Lenders, which
consent may be given or withheld in the sole discretion of the Majority Lenders.

ss.5.2. Market Value.

(1) The Majority Lenders shall redetermine the Market Value of the
Collateral Note not more frequently than once each 12-month period in order to
determine the current

Designated Collateral Value of the Collateral Note, and the Borrower shall pay
to the Agent on demand all reasonable costs of such determination.

(2) Notwithstanding the provisions of ss.5.2(a), the Majority Lenders may
redetermine the Market Value for the purpose of determining the current
Designated Collateral Value of the Collateral Note (i) at any time following a
condemnation of or uninsured casualty to the Collateral Property related to the
Collateral Note, or (ii) in the event that there is a material adverse change to
the Borrower or its assets or any Collateral Property. The expense of such
determination performed pursuant to this ss.5.2(b) shall be borne by the
Borrower.

(3) In the event that the Agent shall advise the Borrower, on the basis of
any determination pursuant to ss.5.2, that the Designated Collateral Value is
insufficient to comply with the requirements of ss.9.2, then until the
Designated Collateral Value shall be restored to compliance with ss.9.2 the
Lenders shall not be required to make advances under ss.2.1.

ss.5.3. INTENTIONALLY OMITTED.

ss.5.4. INTENTIONALLY OMITTED.

ss.6. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Agent and the Lenders as
follows.

ss.6.1. Corporate Authority, Etc.

(1) Incorporation; Good Standing. The Borrower (i) is a limited liability
company duly organized pursuant to its organizational documents and amendments
thereto filed with the Secretary of State of Delaware, and is validly existing
and in good standing under the laws of the State of Delaware, (ii) has all
requisite power to own its property and conduct its business as now conducted
and as presently contemplated, and (iii) is in good standing as a foreign entity
and is duly authorized to do business in each jurisdiction where a failure to be
so qualified in such other jurisdiction could have a materially adverse effect
on the business, assets or financial condition of the Borrower.

(2) Guarantor. The Guarantor (i) is a corporation, duly organized under the
laws of the State of Maryland and is

validly existing and in good standing under the laws thereof, (ii) has all
requisite power to own its property and conduct its business as now conducted
and as presently contemplated and (iii) is in good standing and is duly
authorized to do business in each jurisdiction where a failure to be so
qualified could have a materially adverse effect on the business, assets or
financial condition of the Borrower or the Guarantor.

(3) Authorization. The execution, delivery and performance of this
Agreement and the other Loan Documents to which the Borrower or the Guarantor
are or are to become a party and the transactions contemplated hereby and
thereby (i) are within the authority of such Person, (ii) have been duly
authorized by all necessary proceedings on the part of such Person, (iii) do not
and will not conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which such Person is subject or
any judgment, order, writ, injunction, license or permit applicable to such
Person, (iv) do not and will not conflict with or constitute a default (whether
with the passage of time or the giving of notice, or both) under any provision
of the articles of incorporation, articles of organization, bylaws, or other
charter documents of, or any agreement or other instrument binding upon, such
Person, or any of its properties, and (v) do not and will not result in or
require the imposition of any lien or other encumbrance on any of the
properties, assets or rights of the Borrower or the Guarantor, as applicable.

(4) Enforceability. The execution and delivery of this Agreement and the
other Loan Documents to which the Borrower or the Guarantor are or are to become
a party are valid and legally binding obligations of such Person enforceable in
accordance with the respective terms and provisions hereof and thereof, except
as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors' rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the discretion of the
court before which any proceeding therefor may be brought.

ss.6.2. Governmental Approvals. The execution, delivery and performance by
the Borrower and the Guarantor of this Agreement and the other Loan Documents
and the

transactions contemplated hereby and thereby do not require the approval
or consent of, or filing with, any governmental agency or authority other than
those already obtained and the filing of the Security Documents in the
appropriate records office with respect thereto.

ss.6.3. Title to Properties: Leases. Except as indicated on Schedule 6.3
hereto, the Borrower owns all of the assets reflected in the balance sheet of
the Borrower as of the Balance Sheet Date or acquired since that date (except
property and assets sold or otherwise disposed of in the ordinary course of
business since that date), subject to no rights of others, including any
mortgages, leases, conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens.

ss.6.4. Financial Statements. The Borrower has furnished to each of the
Lenders the pro forma balance sheet of the Borrower as of the Balance Sheet Date
and related statements of income, and cash flows, certified by the chief
financial or chief accounting officer of the Borrower to have been prepared in
accordance with generally accepted accounting principles and to fairly present
the financial condition of the Borrower as at the close of business on the dates
thereof and the results of operations for the fiscal quarter then ended (subject
to year-end adjustments). Such balance sheet and statements of income,
stockholder's equity and cash flows have been prepared in accordance with
generally accepted accounting principles and fairly present the financial
condition of the Borrower as of such dates and the results of the operations of
the Borrower for such periods. There are no liabilities, contingent or
otherwise, of the Borrower involving material amounts not disclosed in said
financial statements and the related notes thereto.

ss.6.5. No Material Changes. Since the Balance Sheet Date, there has
occurred no materially adverse change in the financial condition or business of
the Borrower taken as a whole as shown on or reflected in the balance sheet of
the Borrower as of the Balance Sheet Date, or its statement of income or cash
flows, other than changes in the ordinary course of business that have not had
any materially adverse effect

either individually or in the aggregate on the business or financial condition
of the Borrower taken as a whole.

ss.6.6. Franchises, Patents, Copyrights, Etc. The Borrower and the
Guarantor possess all franchises, patents, copyrights, trademarks, trade names,
service marks, licenses and permits, and rights in respect of the foregoing,
adequate for the conduct of their business substantially as now conducted
without known conflict with any rights of others.

ss.6.7. Litigation. Except as stated on Schedule 6.7 there are no actions,
suits, proceedings or investigations of any kind pending or threatened against
the Borrower or the Guarantor before any court, tribunal, arbitrator or
administrative agency or board that, if adversely determined, might, either in
any case or in the aggregate, materially adversely affect the properties,
assets, financial condition or business of the Borrower or the Guarantor or
materially impair the right of the Borrower or the Guarantor to carry on
business substantially as now conducted by it, or result in any liability not
adequately covered by insurance, or for which adequate reserves are not
maintained on the balance sheet of the Borrower or the Guarantor, or which
question the validity of this Agreement or any of the other Loan Documents, any
action taken or to be taken pursuant hereto or thereto or any lien or security
interest created or intended to be created pursuant hereto or thereto, or which
will adversely affect the ability of the Borrower or the Guarantor to pay and
perform the Obligations in the manner contemplated by this Agreement and the
other Loan Documents.

ss.6.8. No Materially Adverse Contracts, Etc. Neither the Borrower nor the
Guarantor is subject to any charter, corporate or other legal restriction, or
any judgment, decree, order, rule or regulation that has or is expected in the
future to have a materially adverse effect on the business, assets or financial
condition of the Borrower or the Guarantor. Neither the Borrower nor the
Guarantor is a party to any contract or agreement that has or is expected, in
the judgment of the officers of such Person, to have any materially adverse
effect on the business of the Borrower or the Guarantor.

ss.6.9. Compliance with Other Instruments, Laws, Etc. Neither the Borrower
nor the Guarantor is in violation of any provision of its charter or other
organizational documents, by-laws, or any agreement or instrument to which it
may be subject or by which it

or any of its properties may be bound or any decree, order, judgment, statute,
license, rule or regulation, in any of the foregoing cases in a manner that
could result in the imposition of substantial penalties or materially and
adversely affect the financial condition, properties or business of the Borrower
or the Guarantor.

ss.6.10. Tax Status. Each of the Borrower and the Guarantor (a) has made or
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject, (b) has paid
all taxes and other governmental assessments and charges shown or determined to
be due on such returns, reports and declarations, except those being contested
in good faith and by appropriate proceedings and (c) has set aside on its books
provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of such Person know of no basis
for any such claim.

ss.6.11. No Event of Default. No Default or Event of Default has occurred
and is continuing.

ss.6.12. Holding Company and Investment Company Acts. Neither the Borrower
nor the Guarantor is a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935; nor is it an
"investment company", or an "affiliated company" or a "principal underwriter" of
an "investment company", as such terms are defined in the Investment Company Act
of 1940.

ss.6.13. Absence of UCC Financing Statements, Etc. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry, or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security

interest or security title in, any property of the Borrower or rights
thereunder.

ss.6.14. Setoff, Etc. The Collateral and the rights of the Agent and the
Lenders with respect to the Collateral are not subject to any setoff, claims,
withholdings or other defenses. The Borrower is the owner of the Collateral free
from any lien, security interest, encumbrance or other claim or demand, except
Permitted Liens.

ss.6.15. Certain Transactions. None of the officers, trustees, directors,
or employees of the Borrower or the Guarantor is a party to any transaction with
the Borrower (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
trustee, director or such employee or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which any officer, trustee,
director, or any such employee has a substantial interest or is an officer,
director, trustee or partner, unless such contract, agreement or other
arrangement is an arms-length arrangement with terms comparable to those which
would be obtained from an unaffiliated Person.

ss.6.16. Employee Benefit Plans. The Borrower and each ERISA Affiliate are
in compliance in all material respects with ERISA. There has been no Reportable
Event with respect to any Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan. There has been no institution of proceedings or any
other action by PBGC, the Borrower or any ERISA Affiliate to terminate or
withdraw or partially withdraw from any such Plan under any circumstances which
could lead to material liabilities to PBGC or, with respect to a Multiemployer
Plan, the "Reorganization" or "Insolvency" (as each such term is defined in
ERISA) of any such Plan. To the best of the Borrower's knowledge, no "prohibited
transaction" (within the meaning of Section 406 of ERISA or Section 4975 of the
Code) has occurred with respect to any such Plan, and neither the consummation
of the transactions provided for in this Agreement and compliance by the
Borrower with the provisions

hereof and the other Loan Documents will involve any prohibited transaction.

ss.6.17. ERISA Taxes. Neither the Borrower nor any ERISA Affiliate thereof
is currently and the Borrower has no reason to believe that the Borrower or any
ERISA Affiliate thereof will become subject to any liability (other than routine
expenses or contributions relating to the Plans set forth on Schedule 6.17, if
timely paid), tax or penalty whatsoever to any person whomsoever, which
liability, tax or penalty is directly or indirectly related to any Plans set
forth on Schedule 6.17 including, but not limited to, any penalty or liability
arising under Title I or Title IV of ERISA, any tax or penalty resulting from a
loss of deduction under Sections 404 and 419 of the Code, or any tax or penalty
under Chapter 43 of the Code, except such liabilities, taxes or penalties (when
taken as a whole) as will not have a material adverse effect on the Borrower or
upon its financial condition, assets, business, operations, liabilities or
prospects.

ss.6.18. Plan Payments. The Borrower and each ERISA Affiliate has made full
and timely payment of all amounts (i) required to be contributed under the terms
of each Plan set forth on Schedule 6.17 and applicable law and (ii) required to
be paid as expenses of each Plan set forth on Schedule 6.17. No Plan set forth
on Schedule 6.17 would have an "amount of unfunded benefit liabilities" (as
defined in Section 4001(a)(18) of ERISA) if such Plan were terminated as of the
date on which this representation and warranty is made.

ss.6.19. Regulations T, U and X. No portion of any Loan is to be used for
the purpose of purchasing or carrying any "margin security" or "margin stock" as
such terms are used in Regulations T, U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.

ss.6.20. INTENTIONALLY OMITTED

ss.6.21. Loan Documents. All of the representations and warranties of the
Borrower or the Guarantor made in the Loan Documents to which it is a party or
any document or instrument delivered to the Agent or the Lenders pursuant to

or in connection with any of such Loan Documents are true and correct in all
material respects, and no such party has failed to disclose such information as
is necessary to make such representations and warranties not misleading. The
information, reports, financial statements, exhibits and schedules (excluding
projections which have been proposed in good faith) furnished by the Borrower to
the Agent and the Lenders in connection with the negotiation, preparation or
delivery of this Agreement and the other Loan Documents or included herein or
therein or delivered pursuant hereto or thereto, do not contain any untrue
statement of material fact or omit to state any material fact necessary to make
the statements herein or therein not misleading; provided that the foregoing
representation shall not apply to the accuracy of any reports prepared by third
parties not affiliated with Borrower (although Borrower has no reason to believe
that the Agent and the Lenders may not rely on the accuracy thereof). All
written information furnished after the date hereof by the Borrower to the Agent
or the Lenders in connection with this Agreement and the other Loan Documents
and the transactions contemplated hereby and thereby will be true, correct and
accurate in every material respect and shall not omit to state any material fact
necessary to make the statements herein or therein not misleading, or (in the
case of projections) based on reasonable estimates, on the date as of which such
information is stated or certified; provided that the foregoing representation
shall not apply to the accuracy of any reports prepared by third parties not
affiliated with Borrower (although Borrower shall disclose to Agent and the
Lenders if it has any reason to believe that the Agent and the Lenders may not
rely on the accuracy thereof).

ss.6.22. Brokers. The Borrower has not engaged or otherwise dealt with any
broker, finder or similar entity in connection with this Agreement or the Loans
contemplated hereunder.

ss.6.23. Fair Consideration. The Borrower (and, as applicable, the
Guarantor), by receiving the benefits under this Agreement, is receiving
"reasonably equivalent value" within the meaning of Section 548 of the
Bankruptcy Code, Title 11, U.S.C.A. and "fair consideration" within the meaning
of Consolidated Laws of New York Annotated,

Chapter 12, Article 10, Section 272 in exchange for the delivery of the Security
Documents to Agent.

ss.6.24. Solvency. As of the Closing Date and after giving affect to the
transactions contemplated by this Agreement and the other Loan Documents,
including all of the Loans made or to be made hereunder, neither the Borrower
nor the Guarantor is insolvent on a balance sheet basis, the sum of the such
Person's assets exceeds the sum of the such Person's liabilities, each of the
Borrower and the Guarantor is able to pay its debts as they become due, and each
of the Borrower and the Guarantor has sufficient capital to carry on its
business.

ss.6.25. Other Debt. Neither the Borrower nor the Guarantor is in default
in the payment of any other Indebtedness or under any agreement, mortgage, deed
of trust, security agreement, financing agreement, indenture or lease to which
any of them is a party. The Borrower is not a party to or bound by any
agreement, instrument or indenture that may require the subordination in right
or time of payment of any of the Obligations to any other indebtedness or
obligation of the Borrower. The Borrower has provided to the Agent copies of all
agreements, mortgages, deeds of trust, financing agreements or other material
agreements binding upon Borrower, the Guarantor or their respective properties
and entered into by such Person as of the date of this Agreement with respect to
any Indebtedness of such Person.

ss.6.26. Year 2000 Compliant. Borrower has undertaken a detailed inventory,
review and assessment of all areas within its business and operations that could
be adversely affected by the failure to be Year 2000 Compliant. Borrower has
committed and will commit reasonably adequate resources to be Year 2000
Compliant.

ss.6.27. Ownership of Borrower. The Guarantor directly or indirectly owns
one hundred percent (100%) of the membership interests of Borrower.

ss.7. AFFIRMATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any Lender has any obligation to make any Loans:

ss.7.1. Punctual Payment. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Loans and all interest and
fees provided for in this Agreement, all in accordance with the terms of this
Agreement and the Notes as well as all other sums owing pursuant to the Loan
Documents.

ss.7.2. Maintenance of Office. The Borrower will maintain its chief
executive office at 535 Madison Avenue, 26th Floor, New York County, New York,
New York, or at such other place in the United States of America as the Borrower
shall designate upon prior written notice to the Agent and the Lenders, where
notices, presentations and demands to or upon the Borrower in respect of the
Loan Documents may be given or made.

ss.7.3. Records and Accounts. The Borrower will (a) keep true and accurate
records and books of account in which full, true and correct entries will be
made in accordance with generally accepted accounting principles and (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation and amortization of its properties contingencies and other
reserves. The Borrower shall not, without the prior written consent of the
Majority Lenders, (x) make any material changes to the accounting procedures
used by such Person in preparing the financial statements and other information
described in ss.6.4 or (y) change its fiscal year.

ss.7.4. Financial Statements, Certificates and Information. The Borrower
will deliver or cause to be delivered to each of the Lenders:

(1) as soon as practicable, but in any event not later than 90 days after
the end of each fiscal year of the Borrower, copies of the unaudited balance
sheet of the Borrower at the end

of such year, and the related unaudited statements of income, changes in
members' equity and cash flows for such year, each setting forth in comparative
form the figures for the previous fiscal year and all such statements to be in
reasonable detail, prepared in accordance with generally accepted accounting
principles, together with a certification by the principal financial or
accounting officer of the Borrower that the information contained in such
financial statements fairly presents the financial position of the Borrower on
the date thereof and any other information the Lenders may need to complete a
financial analysis of the Borrower;

(2) as soon as practicable, but in any event not later than 45 days after
the end of each of the first three (3) fiscal quarters of the Borrower, copies
of the unaudited balance sheet of the Borrower as at the end of such quarter,
and the related unaudited statements of income, changes in shareholders' equity
and cash flows for the portion of the Borrower's fiscal year then elapsed, all
in reasonable detail and prepared in accordance with generally accepted
accounting principles, together with a certification by the principal financial
or accounting officer of the Borrower that the information contained in such
financial statements fairly presents the financial position of the Borrower on
the date thereof (subject to year-end adjustments);

(3) if the Borrower becomes a reporting company, copies of any documents or
reports filed by the Borrower with the SEC simultaneously with delivery thereof
to the SEC;

(4) INTENTIONALLY OMITTED.

(5) simultaneously with the delivery of the financial statements referred
to in subsections (a) and (b) above, a statement (a "Compliance Certificate")
certified by the principal financial or accounting officer of the Borrower in
the form of Exhibit C hereto setting forth in reasonable detail computations
evidencing compliance with the covenants contained in ss.9 and including the
Designated Collateral Value worksheet attached thereto, and (if applicable)
reconciliations to reflect changes in generally accepted accounting principles
since the Balance Sheet Date;

(6) concurrently with the delivery of the financial statements described in
subsections (b) and (c) above, a certificate signed by the President, Chief
Financial Officer or Chief Accounting Officer of the Borrower to the effect
that, having read this Agreement, and based upon an examination which they deem
sufficient to enable them to make an informed statement, there does not exist
any Default or Event of Default, or if such Default or Event of Default has
occurred, specifying the facts with respect thereto;

(7) promptly after they are filed with the Internal Revenue Service, copies
of any annual federal income tax returns and amendments thereto of the Borrower;

(8) as soon as practicable, but in any event not later than five (5)
Business Days after the Borrower acquires knowledge of the same, the occurrence
of any event or development which might reasonably be likely to cause the
Designated Collateral Value to be reduced or which may adversely affect any of
the Collateral;

(9) a copy of any rent roll, operating statements, budget, financial
statement or other report Borrower shall receive from the maker of the
Collateral Note within fifteen (15) days after Borrower's receipt thereof;
provided, however, so long as FNB is the Agent under or one of the Lenders under
the loan evidenced by the Collateral Note, Borrower shall not be required to
deliver the foregoing to the Lenders;

(10) on or before the third (3rd) day after Borrower's receipt of such
information from any Servicer with respect to the Collateral Note, a computer
readable file containing servicing information, including without limitation
those fields specified by Agent from time to time (including beginning balance,
interest, principal, paid-to-date and ending balances for each asset
constituting Collateral and delinquencies), on a loan-by-loan basis and in the
aggregate, provided, Borrower agrees to use its best efforts to obtain such
information within 45 days after each fiscal quarter of the Borrower period from
any Servicer; provided, further however, so long as FNB is the Agent under or
one of the Lenders under the loan evidenced by the Collateral Note, Borrower
shall not be required to deliver the foregoing to the Lenders; and

(11) from time to time such other financial data and information in the
possession of the Borrower (including without limitation auditors' management
letters, property inspection and environmental reports and information as to
zoning and other legal and regulatory changes affecting the Borrower) as the
Agent may reasonably request.

ss.7.5. Notices.

(1) Defaults. The Borrower will promptly notify the Agent in writing of the
occurrence of any Default or Event of Default. If any Person shall give any
notice or take any other action in respect of a claimed default (whether or not
constituting an Event of Default) under this Agreement or under any note,
evidence of indebtedness, indenture or other obligation to which or with respect
to which the Borrower or the Guarantor is a party or obligor, whether as
principal or surety, and such default would permit the holder of such note or
obligation or other evidence of indebtedness to accelerate the maturity thereof,
which acceleration would have a material adverse effect on the Borrower or the
Guarantor, the Borrower shall forthwith give written notice thereof to the Agent
and each of the Lenders, describing the notice or action and the nature of the
claimed default.

(2) Environmental Events. The Borrower will promptly give notice to the
Agent (i) upon the Borrower or the Guarantor obtaining knowledge of any
potential or known Release, or threat of Release, of any Hazardous Substances at
or from any Collateral Property; (ii) of any violation of any Environmental Law
that the Borrower or, upon the Borrower or the Guarantor obtaining knowledge
thereof, the maker of the Collateral Note, reports in writing or is reportable
by such Person in writing (or for which any written report supplemental to any
oral report is made) to any federal, state or local environmental agency and
(iii) upon becoming aware thereof, of any inquiry, proceeding, investigation, or
other action, including a notice from any agency of potential environmental
liability, of any federal, state or local environmental agency or board, that in
either case involves any Collateral Property or has the potential to materially
affect the assets, liabilities, financial conditions or operations of the
Borrower, the maker of the Collateral Note or the Agent's liens on the
Collateral pursuant to the Security Documents.

(3) Notification of Claims Against Collateral. The Borrower will,
immediately upon becoming aware thereof, notify the Agent in writing of any
setoff, claims (including, with respect to any Collateral Property,
environmental claims), withholdings or other defenses to which any of the
Collateral, or the rights of the Agent or the Lenders with respect to the
Collateral, are subject.

(4) Notice of Litigation and Judgments. The Borrower will give notice to
the Agent in writing within 15 days of becoming aware of any litigation or
proceedings threatened in writing or any pending litigation and proceedings
affecting the Borrower or the Guarantor or to which the Borrower or the
Guarantor is or is to become a party involving an uninsured claim against the
Borrower or the Guarantor that could reasonably be expected to have a materially
adverse effect on the Borrower or the Guarantor and stating the nature and
status of such litigation or proceedings. The Borrower will give notice to the
Agent, in writing, in form and detail satisfactory to the Agent and each of the
Lenders, within ten days of any judgment not covered by insurance, whether final
or otherwise, against the Borrower or the Guarantor in an amount in excess of
$250,000.

(5) INTENTIONALLY OMITTED

(6) Notice of Casualty or Condemnation. With respect to any Collateral
pledged to Agent hereunder, the Borrower will give notice to the Agent
immediately upon receipt of notice or knowledge that the underlying Collateral
Property has been materially damaged by waste, fire, earthquake or earth
movement, windstorm, flood, tornado or other casualty, or otherwise damaged so
as to materially affect adversely the value thereof, or that any material
portion of such property has been taken by, or is threatened to be taken by,
eminent domain or other condemnation proceeding.

(7) Notification of Lenders. Promptly after receiving any notice under this
ss.7.5, the Agent will forward a copy thereof to each of the Lenders, together
with copies of any certificates or other written information that accompanied
such notice.

ss.7.6. Existence; Maintenance of Properties.

(1) The Borrower will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence as a Delaware limited
liability company. The Borrower will do or cause to be done all things necessary
to preserve and keep in full force all of its rights and franchises. The
Borrower will continue to engage primarily in the respective businesses now
conducted by it and in related businesses.

(2) The Borrower (i) will cause all of its owned or leased properties used
or useful in the conduct of its business to be maintained and kept in good
condition, repair and working order (ordinary wear and tear excepted) and
supplied with all necessary equipment, and (ii) will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof
in all cases in which the failure so to do would have a material adverse effect
on the condition of the applicable owned or leased property or on the financial
condition, assets or operations of the Borrower.

ss.7.7. Insurance. The Borrower, at its expense, will procure and maintain
or cause to be procured and maintained, insurance covering the Borrower and its
properties in

such amounts and against such risks and casualties as are customary for
businesses similar to the Borrower.

ss.7.8. Taxes. The Borrower will duly pay and discharge, or cause to be
paid and discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges imposed upon it, its assets, its
sales and activities, or any part thereof, or upon the income or profits
therefrom, as well as all claims for labor, materials, or supplies that if
unpaid might by law become a lien or charge upon any of its property; provided
that any such tax, assessment, charge, levy or claim need not be paid if the
validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Borrower shall have set aside on its books
adequate reserves with respect thereto; and provided, further, that forthwith
upon the commencement of proceedings to foreclose any lien that may have
attached as security therefor, the Borrower either (i) will provide a bond
issued by a surety reasonably acceptable to the Majority Lenders and sufficient
to stay all such proceedings or (ii) if no such bond is provided, will pay each
such tax, assessment, charge, levy or claim.

ss.7.9. Inspection of Properties and Books. The Borrower shall permit the
Lenders, through the Agent or any representative designated by the Agent, at the
Borrower's expense to visit and inspect any of the properties of the Borrower,
to examine the books of account of the Borrower (and to make copies thereof and
extracts therefrom) and to discuss the affairs, finances and accounts of the
Borrower with, and to be advised as to the same by, its officers, all at such
reasonable times and intervals as the Agent or any Lender may reasonably
request. The Lenders shall use good faith efforts to coordinate such visits and
inspections so as to minimize the interference with and disruption to the
Borrower's normal business operations.

ss.7.10. Compliance with Laws, Contracts, Licenses, and Permits. The
Borrower will comply with (i) all applicable laws and regulations now or
hereafter in effect wherever its business is conducted, including all
Environmental Laws, (ii) the provisions of its corporate charter, and other
charter documents and bylaws, (iii) all agreements and instruments to which it
is a

party or by which it or any of its properties may be bound, (iv) all applicable
decrees, orders, and judgments, and (v) all licenses and permits required by
applicable laws and regulations for the conduct of its business or the
ownership, use or operation of its properties. If at any time while any Loan or
Note is outstanding or the Lenders have any obligation to make Loans hereunder,
any authorization, consent, approval, permit or license from any officer, agency
or instrumentality of any government shall become necessary or required in order
that the Borrower may fulfill any of its obligations hereunder, the Borrower
will immediately take or cause to be taken all steps necessary to obtain such
authorization, consent, approval, permit or license and furnish the Agent and
the Lenders with evidence thereof.

ss.7.11. Use of Proceeds. The Borrower will use the proceeds of the Loans
solely (a) for working capital purposes, (b) for Investments permitted
byss.8.3(h) and (c) for such other purposes of the Borrower as the Majority
Lenders in their sole and absolute discretion may approve in writing from time
to time.

ss.7.12. Further Assurances. The Borrower will cooperate with and will
cause the Guarantor to cooperate with, the Agent and the Lenders and execute
such further instruments and documents as the Lenders or the Agent shall
reasonably request to carry out to their satisfaction the transactions
contemplated by this Agreement and the other Loan Documents.

ss.7.13. INTENTIONALLY OMITTED.

ss.7.14. ERISA Compliance. The Borrower will not permit the present value
of all employee benefits vested in all Employee Benefit Plans, Multiemployer
Plans and Guaranteed Pension Plans maintained by the Borrower and any ERISA
Affiliate thereof to exceed the present value of the assets allocable to such
vested benefits by an amount greater than $250,000.00 in the aggregate. Neither
the Borrower nor any ERISA Affiliate thereof will at any time permit any such
Plan maintained by it to engage in any "prohibited transaction" as such term is
defined in Section 4975 of the Code or Section 406 of ERISA, incur any
"accumulated funding deficiency" as such term is defined in Section 302 of
ERISA, whether or not waived, or terminate any such Plan in any manner which
could result in the imposition of a lien on the property of the Borrower or the
Guarantor pursuant to Section 4068 of ERISA.

ss.7.15. INTENTIONALLY OMITTED.

ss.7.16. More Restrictive Agreements. Without limiting the terms ofss.8.1,
should the Borrower or the Guarantor, as the case may be, enter into or modify
any agreements or documents pertaining to any existing or future Indebtedness,
Debt Offering or Equity Offering, which agreements or documents include
covenants (whether affirmative or negative), warranties, representations,
defaults or events of default (or any other provision which may have the same
practical effect as any of the foregoing) which are individually or in the
aggregate more restrictive against the Borrower or the Guarantor, as the case
may be, than those set forth herein or in any of the other Loan Documents, the
Borrower shall promptly notify the Agent and, if requested by the Majority
Lenders, the Borrower, the Agent, and the Majority Lenders shall (and if
applicable, the Borrower shall cause the Guarantor to) promptly amend this
Agreement and the other Loan Documents to include some or all of such more
restrictive provisions as determined by the Majority Lenders in their sole
discretion.

ss.7.17. Plan Assets, etc. The Borrower will do, or cause to be done, all
things necessary to ensure that the Borrower will not be deemed to hold Plan
Assets at any time. Each owner of an equity interest in Borrower has certified
to Borrower and the Lenders, and Borrower shall require each proposed transferee
of any equity interest in Borrower, as a condition precedent to such transfer,
to certify to Borrower and the Lenders, that the source of funds used or to be
used by it to acquire its interest in Borrower are not assets of any plan
subject to Title I of ERISA or Section 4975 of the code and are not deemed to be
assets of any plan under the U.S. Department of Labor's plan asset regulations.
Borrower has provided the Agent with a copy of each such certification from each
owner of an equity interest in Borrower and will promptly provide the Agent with
a copy of each such certification from each proposed transferree.

ss.7.18. Determination of Values. Borrower shall promptly cooperate with
the Agent or the Majority Lenders in their determination of the Debt Service
Coverage Ratio and Market Value of the Collateral Note, including the delivery
to the Agent of all information and documentation in the

possession of the Borrower regarding the Collateral Note or Collateral Property
or otherwise required by the Agent or the Majority Lenders in their sole
discretion.

ss.8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any of the Lenders has any obligation to make any Loans:

ss.8.1. Restrictions on Indebtedness. The Borrower will not create, incur,
assume, guarantee or be or remain liable, contingently or otherwise, with
respect to any Indebtedness other than:

(1) Indebtedness to the Lenders arising under any of the Loan Documents;

(2) current liabilities of the Borrower incurred in the ordinary course of
business but not incurred through (i) the borrowing of money, or (ii) the
obtaining of credit except for credit on an open account basis customarily
extended and in fact extended in connection with normal purchases of goods and
services;

(3) Indebtedness in respect of taxes, assessments, governmental charges or
levies and claims for labor, materials and supplies to the extent that payment
therefor shall not at the time be required to be made in accordance with the
provisions of ss.7.8;

(4) Indebtedness in respect of judgments or awards that have been in force
for less than the applicable period for taking an appeal so long as execution is
not levied thereunder or in respect of which the Borrower shall at the time in
good faith be prosecuting an appeal or proceedings for review and in respect of
which a stay of execution shall have been obtained pending such appeal or
review; and

(5) endorsements for collection, deposit or negotiation and warranties of
products or services, in each case incurred in the ordinary course of business.

ss.8.2. Restrictions on Liens, Etc. The Borrower will not (a) create or
incur or suffer to be created or incurred or to exist any lien, encumbrance,
mortgage, pledge, negative pledge, charge, restriction or other security
interest of any kind upon any of its property or assets of any character whether
now owned or hereafter acquired, or upon the income or profits therefrom; (b)
transfer any of its property or assets or the income or profits therefrom for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other obligation in priority to payment of its general creditors; (c)
acquire, or agree or have an option to acquire, any property or assets upon
conditional sale or other title retention or purchase money security agreement,
device or arrangement; (d) suffer to exist for a period of more than 30 days
after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general creditors; (e)
sell, assign, pledge or otherwise transfer any accounts, contract rights,
general intangibles, chattel paper or instruments, with or without recourse; or
(f) incur or maintain any obligation to any holder of Indebtedness of the
Borrower which prohibits the creation or maintenance of any lien securing the
Obligations (collectively "Liens"); provided that the Borrower may create or
incur or suffer to be created or incurred or to exist:

(1) liens on properties to secure taxes, assessments and other governmental
charges or claims for labor, material or supplies in respect of obligations not
overdue;

(2) deposits or pledges made in connection with, or to secure payment of,
workers' compensation, unemployment insurance, old age pensions or other social
security obligations;

(3) liens on properties other than the Collateral in respect of judgments,
awards or indebtedness, the Indebtedness with respect to which is permitted
byss.8.1(d); and

(4) liens in favor of the Agent and the Lenders under the Loan Documents.

ss.8.3. Restrictions on Investments. The Borrower will not make or permit
to exist or to remain outstanding any Investment except Investments in:

(1) marketable direct or guaranteed obligations of the United States of
America that mature within one (1) year from the date of purchase by the
Borrower;

(2) marketable direct obligations of any of the following: Federal Home
Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan
Banks, Federal National Mortgage Association, Government National Mortgage
Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal
Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or
any other agency or instrumentality of the United States of America;

(3) demand deposits, certificates of deposit, bankers acceptances and time
deposits of United States banks having total assets in excess of $100,000,000;
provided, however, that the aggregate amount at any time so invested with any
single bank having total assets of less than $1,000,000,000 will not exceed
$200,000;

(4) securities commonly known as "commercial paper" issued by a corporation
organized and existing under the laws of the United States of America or any
State which at the time of purchase are rated by ▇▇▇▇▇'▇ Investors Service, Inc.
or by Standard & Poor's Corporation at not less than "P 1" if then rated by
▇▇▇▇▇'▇ Investors Service, Inc., and not less than "A 1", if then rated by
Standard & Poor's Corporation;

(5) mortgage-backed securities guaranteed by the Government National
Mortgage Association, the Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation and other mortgage-backed bonds which at the time
of purchase are rated by ▇▇▇▇▇'▇ Investors Service, Inc. or by Standard & Poor's
Corporation at not less than "Aa" if then rated by ▇▇▇▇▇'▇ Investors Service,
Inc. and not less than "AA" if then rated by Standard & Poor's Corporation;

(6) repurchase agreements having a term not greater than 90 days and fully
secured by securities described in the foregoing subsection (a), (b) or (e) with
banks described in the foregoing subsection (c) or with financial institutions
or other corporations having total assets in excess of $500,000,000;

(7) shares of so-called "money market funds" registered with the SEC under
the Investment Company Act of 1940 which maintain a level per-share value,
invest principally in investments described in the foregoing subsections (a)
through (f) and have total assets in excess of $50,000,000;

(8) Investments in Affiliates of the Borrower; provided, however, any loans
to Affiliates of the Borrower shall be fully funded loans and shall not obligate
Borrower to advance any additional funds under such loans; and

(9) the Collateral Note.

ss.8.4. Merger, Consolidation. The Borrower will not become a party to any
merger, consolidation or other business combination, or agree to effect any
asset acquisition, stock acquisition or other acquisition without the prior
written consent of the Majority Lenders.

ss.8.5. Sale and Leaseback. The Borrower will not enter into any
arrangement, directly or indirectly, whereby the Borrower shall sell or transfer
any Real Estate owned by it in order that then or thereafter the Borrower shall
lease back such Real Estate.

ss.8.6. Distributions. The Borrower shall not make any Distributions which
would cause it to violate any of the following covenants:

(1) Borrower shall not pay any Distribution if such Distribution is in
excess of the amount which, when added to the amount of all other Distributions
paid in the same fiscal quarter and the preceding three (3) fiscal quarters,
would exceed one hundred percent (100%) of the Funds Available for Distribution
for such period. Notwithstanding the foregoing, (i) the amount of any
Distributions paid by Borrower in the fiscal quarter of Borrower ending June 30,
2000 shall not

exceed, in the aggregate, an amount equal to one hundred percent (100%) of Funds
Available for Distribution of Borrower for such quarter; (ii) the amount of any
Distributions paid by Borrower in the fiscal quarter of Borrower ending
September 30, 2000 shall not, when added to the amount of all other
Distributions paid by Borrower in the preceding fiscal quarter of Borrower,
exceed, in the aggregate, an amount equal to one hundred percent (100%) of Funds
Available for Distribution of Borrower for the period from the Closing Date
through September 30, 2000; and (iii) the amount of any Distributions paid by
Borrower in the fiscal quarter of Borrower ending December 31, 2000 shall not,
when added to the amount of all other Distributions paid by Borrower in the
preceding two (2) fiscal quarters of Borrower, exceed, in the aggregate, an
amount equal to one hundred percent (100%) of Funds Available for Distribution
of Borrower for the period from the Closing Date through December 31, 2000.

(2) The Borrower shall make no Distributions in the event that an Event of
Default shall have occurred and be continuing or a Default or Event of Default
would be created after giving effect to such Distribution.

ss.8.7. INTENTIONALLY OMITTED.

ss.8.8. Covenants with Respect to Indebtedness, Operations, Fundamental
Changes. The Borrower represents, warrants and covenants as of the date hereof
and until such time as the Obligations are paid in full, that the Borrower:

(1) does not own and will not own any assets other than the Collateral and
the Investments permitted byss.8.3;

(2) is not engaged and will not engage in any business other than the
ownership of the Collateral;

(3) does not and will not have any Subsidiaries (whether the same would
constitute an entity that could be consolidated on the Borrower's financial
statements or a minority interest);

(4) will not enter into any contract or agreement with any partner, member,
shareholder, principal or Affiliate of Borrower or Guarantor, or any of
Guarantor's Subsidiaries or any Affiliate of any such partner, member,
shareholder, principal or Affiliate, except upon terms and conditions that are
intrinsically fair and substantially similar to those that would

be available on an arms-length basis with third parties other than an affiliate;

(5) has not incurred and will not incur any Indebtedness, other than the
Indebtedness permitted underss.8.1;

(6) has not made and will not make any loans or advances to any third party
other than those permitted byss.8.3;

(7) is and will remain solvent and pay its debts and liabilities
(including, without limitation, employment and overhead expenses) from its own
assets as the same shall become due;

(8) has done or caused to be done and will do all things necessary to
observe limited liability company formalities and to preserve its existence, and
will not, nor will any member thereof amend, modify or otherwise change its
operating agreement or other organizational documents in a manner which
adversely affects such Person's or such member's existence as a single purpose
entity, if such person is a single purpose entity;

(9) will conduct and operate its business as presently conducted and
operated;

(10) will maintain books and records and bank accounts separate from those
of its Affiliates, including its members;

(11) will be, and at all times will hold itself out to the public as, a
legal entity separate and distinct from any other entity (including any
Affiliate thereof, including any partner, member, shareholder or any Affiliate
of any partner, member or shareholder of the Borrower and the Guarantor) and
shall maintain and use separate stationery, invoices and checks;

(12) [Intentionally Omitted];

(13) will maintain adequate capital for the normal obligations reasonably
foreseeable in a business of its size and character and in light of its
contemplated business operations;

(14) will not, nor shall any member or Affiliate seek the dissolution or
winding up, in whole or in part, of Borrower or Guarantor;

(15) will not commingle the funds and other assets of the Borrower with
those of any other Person;

(16) has and will maintain its assets in such a manner that it is not
costly or difficult to segregate, ascertain or identify its individual assets
from those of any Affiliate or any other Person;

(17) does not and will not hold itself out to be responsible for the debts
or obligations of any other Person; and

(18) shall comply with the provisions of its operating agreement and other
organizational documents, as applicable.

ss.9. FINANCIAL COVENANTS OF BORROWER.

The Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any Lender has any obligation to make any Loans it will comply
with the following:

ss.9.1. Liabilities to Assets Ratio. The Borrower will not, at the end of
any fiscal quarter, permit the ratio of Total Liabilities to Total Assets of the
Borrower to exceed 0.80 to 1.

ss.9.2. Designated Collateral Value. The Borrower will not permit the
outstanding principal balance of the Loans as of the date of determination to be
greater than the Designated Collateral Value as of the date of determination.

ss.10. CLOSING CONDITIONS.

The obligations of the Agent and the Lenders to make the initial Loans
shall be subject to the satisfaction of the following conditions precedent on or
prior to June 28, 2000:

ss.10.1. Loan Documents. Each of the Loan Documents shall have been duly
executed and delivered by the

respective parties thereto, shall be in full force and effect and shall be in
form and substance satisfactory to the Majority Lenders. The Agent shall have
received a fully executed copy of each such document, except that each Lender
shall have received a fully executed counterpart of its Note. Each of the
Collateral Notes shall have been endorsed to and delivered to the Agent.

ss.10.2. Certified Copies of Organizational Documents. The Agent shall have
received from the Borrower a copy, certified as of a recent date by the
appropriate officer of the States in which each of the Borrower and the
Guarantor is organized, and by a duly authorized officer of the Borrower to be
true and complete, of the articles of organization, articles of incorporation or
other organizational documents of the Borrower and the Guarantor or their
qualification to do business, as applicable, as in effect on such date of
certification.

ss.10.3. Bylaws; Resolutions. All action on the part of the Borrower and
the Guarantor necessary for the valid execution, delivery and performance by the
Borrower and the Guarantor of the Loan Documents to which it is or is to become
a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Agent shall have been provided to the Agent. The Agent shall
have received from the Borrower and the Guarantor, as applicable, true copies of
its bylaws and the resolutions adopted by its board of directors or other
governing body authorizing the transactions described herein, each certified by
its secretary or other duly authorized officer as of a recent date to be true
and complete.

ss.10.4. Incumbency Certificate; Authorized Signers. The Agent shall have
received from the Borrower and the Guarantor an incumbency certificate, dated as
of the Closing Date, signed by a duly authorized officer of the Borrower and the
Guarantor and giving the name and bearing a specimen signature of each
individual who shall be authorized: (a) to sign, in the name and on behalf of
the Borrower and the Guarantor, each of the Loan Documents to which the Borrower
or the Guarantor is or is to become a party; (b) in the case of the Borrower to
make Loan and Conversion Requests; and (c) to give notices and to take other
action on behalf of the Borrower under the Loan Documents.

ss.10.5. Opinion of Counsel. The Agent shall have received a favorable
opinion addressed to the Lenders and the Agent and dated as of the Closing Date,
in form and substance satisfactory to the Lenders and the Agent, from Robinson,
Silverman, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, and other counsel of the Borrower and
the Guarantor, as to such matters as the Agent shall reasonably request.

ss.10.6. Payment of Fees. The Borrower shall have paid to the Agent the
commitment fee pursuant toss.4.2.

ss.10.7. Performance; No Default. The Borrower shall have performed and
complied with all terms and conditions herein required to be performed or
complied with by it on or prior to the Closing Date, and on the Closing Date
there shall exist no Default or Event of Default.

ss.10.8. Representations and Warranties. The representations and warranties
made by the Borrower and the Guarantor in the Loan Documents or otherwise made
by or on behalf of any Borrower, the Guarantor or any Subsidiary thereof, in
connection therewith or after the date thereof shall have been true and correct
in all material respects when made and shall also be true and correct in all
material respects on the Closing Date.

ss.10.9. Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be reasonably satisfactory to the Agent and the Agent's Special Counsel in form
and substance, and the Agent shall have received all information and such
counterpart originals or certified copies of such documents and such other
certificates, opinions or documents as the Agent and the Agent's Special Counsel
may reasonably require.

ss.10.10. INTENTIONALLY OMITTED

ss.10.11. Compliance Certificate. A Compliance Certificate dated as of the
date of the Closing Date demonstrating compliance with each of the

covenants calculated therein as of the most recent fiscal quarter end for which
the Borrower has provided financial statements underss.6.4 adjusted in the best
good faith estimate of the Borrower dated as of the date of the Closing Date
shall have been delivered to the Agent.

ss.10.12. Governmental Policy. Each Lender shall have determined that there
have been no material changes in governmental regulations or policy affecting
the Lenders or the Borrower or the Guarantor.

ss.10.13. Other. The Agent shall have reviewed such other documents,
instruments, certificates, opinions, assurances, consents and approvals as the
Agent or the Agent's Special Counsel may reasonably have requested.

ss.11. CONDITIONS TO ALL BORROWINGS.

The obligations of the Lenders to make any Loan, whether on or after the
Closing Date, shall also be subject to the satisfaction of the following
conditions precedent:

ss.11.1. Prior Conditions Satisfied. All conditions set forth inss.10 shall
continue to be satisfied as of the date upon which any Loan is to be made.

ss.11.2. Representations True; No Default. Each of the representations and
warranties contained in this Agreement, the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with this
Agreement shall be true as of the date as of which they were made and shall also
be true at and as of the time of the making of such Loan, with the same effect
as if made at and as of that time (except to the extent of changes resulting
from transactions contemplated or permitted by this Agreement and the other Loan
Documents and changes occurring in the ordinary course of business that singly
or in the aggregate are not materially adverse, and except to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing. The Agent
shall have received a certificate of

the Borrower signed by an authorized officer of the Borrower to such effect.

ss.11.3. No Legal Impediment. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Lender would make it illegal for such Lender to make such Loan.

ss.11.4. Governmental Regulation. Each Lender shall have received such
statements in substance and form reasonably satisfactory to such Lender as such
Lender shall require for the purpose of compliance with any applicable
regulations of the Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

ss.11.5. Proceedings and Documents. All proceedings in connection with the
Loan shall be satisfactory in substance and in form to the Agent, and the Agent
shall have received all information and such counterpart originals or certified
or other copies of such documents as the Agent may reasonably request.

ss.11.6. Borrowing Documents. In the case of any request for a Loan, the
Agent shall have received a copy of each of the following:

(1) the request for a Loan required by ss.2.6 in the form of Exhibit B
hereto, fully completed; and

(2) the Compliance Certificate required by clause (iii) of ss.2.6 prepared
in a manner reasonably acceptable to the Agent.

ss.12. EVENTS OF DEFAULT; ACCELERATION; ETC.

ss.12.1. Events of Default and Acceleration. If any of the following events
("Events of Default" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, "Defaults") shall occur:

(1) the Borrower shall fail to pay any principal of the Loans when the same
shall become due and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment;

(2) the Borrower shall fail to pay any interest on the Loans or any other
sums due hereunder or under any of the other Loan Documents, when the same shall
become due and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment;

(3) the Borrower shall fail to comply with any covenant contained in
ss.9.2, in which event, subject to the provisions of ss.12.1A, the Borrower
shall have the cure period or periods provided in ss.12.1B;

(4) the Borrower shall fail to comply with any covenant contained in ss.9.1
and such failure shall continue for 30 Business Days after written notice
thereof shall have been given to the Borrower by the Agent;

(5) the Borrower, the Guarantor or any other party shall fail to perform
any other term, covenant or agreement contained herein or in any of the other
Loan Documents (other than those specified in this ss.12.1);

(6) any representation or warranty of the Borrower or the Guarantor in this
Agreement or any other Loan Document, or in any report, certificate, financial
statement, request for a Loan, or in any other document or instrument delivered
pursuant to or in connection with this Agreement, any advance of a Loan or any
of the other Loan Documents shall prove to have been false in any material
respect upon the date when made or deemed to have been made or repeated;

(7) the Borrower or the Guarantor shall fail to pay at maturity, or within
any applicable period of grace, any obligation for borrowed money or credit
received, or fail to observe or perform any material term, covenant or agreement
contained in any agreement by which it is bound, evidencing or securing any such
borrowed money or credit received for such period of time as would permit
(assuming the giving of appropriate notice if required) the holder or holders
thereof or of any obligations issued thereunder to accelerate the maturity

thereof; provided that solely with respect to the Guarantor, the events
described in this ss.12.1(g) shall not constitute an Event of Default unless
such failure to perform, together with other failures to perform as described in
this ss.12.1(g), involve singly or in the aggregate obligations for borrowed
money or credit received totaling in excess of $10,000,000.00;

(8) the Borrower or the Guarantor, (A) shall make an assignment for the
benefit of creditors, or admit in writing its general inability to pay or
generally fail to pay its debts as they mature or become due, or shall petition
or apply for the appointment of a trustee or other custodian, liquidator or
receiver of the Borrower or the Guarantor or of any substantial part of the
assets of any thereof, (B) shall commence any case or other proceeding relating
to the Borrower or the Guarantor under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation or
similar law of any jurisdiction, now or hereafter in effect, or (C) shall take
any action to authorize or in furtherance of any of the foregoing;

(9) a petition or application shall be filed for the appointment of a
trustee or other custodian, liquidator or receiver of the Borrower or the
Guarantor or any substantial part of the assets of any thereof, or a case or
other proceeding shall be commenced against the Borrower or the Guarantor under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, now or hereafter
in effect, and the Borrower or the Guarantor shall indicate its approval
thereof, consent thereto or acquiescence therein or such petition, application,
case or proceeding shall not have been dismissed within 60 days following the
filing or commencement thereof;

(10) a decree or order is entered appointing any such trustee, custodian,
liquidator or receiver or adjudicating the Borrower or the Guarantor bankrupt or
insolvent, or approving a petition in any such case or other proceeding, or a
decree or order for relief is entered in respect of the Borrower or the
Guarantor, in each case of the foregoing in an involuntary case under federal
bankruptcy laws as now or hereafter constituted;

(11) there shall remain in force, undischarged, unsatisfied and unstayed,
for more than 60 days, whether or not consecutive, any uninsured final judgment
against the Borrower or the Guarantor that, with other outstanding uninsured
final judgments, undischarged, against the Borrower or the Guarantor that
exceeds in the aggregate $1,000,000.00;

(12) if any of the Loan Documents shall be canceled, terminated, revoked or
rescinded otherwise than in accordance with the terms thereof or with the
express prior written agreement, consent or approval of the Lenders, or any
action at law, suit in equity or other legal proceeding to cancel, revoke or
rescind any of the Loan Documents shall be commenced by or on behalf of the
Borrower or the Guarantor or any of their respective holders of Voting
Interests, or any court or any other governmental or regulatory authority or
agency of competent jurisdiction shall make a determination that, or issue a
judgment, order, decree or ruling to the effect that, any one or more of the
Loan Documents is illegal, invalid or unenforceable in accordance with the terms
thereof in any material respect as determined by the Majority Lenders;

(13) any dissolution, termination, partial or complete liquidation, merger
or consolidation of the Borrower or the Guarantor, or any sale, transfer or
other disposition of the assets of the Borrower or the Guarantor, other than as
permitted under the terms of this Agreement or the other Loan Documents;

(14) any suit or proceeding shall be filed against the Borrower, the
Guarantor, any Collateral or any Collateral Property which in the good faith
business judgment of the Majority Lenders after giving consideration to the
likelihood of success of such suit or proceeding and the availability of
insurance to cover any judgment with respect thereto and based on the
information available to them, if adversely determined, would have a materially
adverse affect on the ability of the Borrower or the Guarantor to perform each
and every one of their respective obligations under and by virtue of the Loan
Documents;

(15) the Borrower or the Guarantor shall be indicted for a federal crime, a
punishment for which could include the forfeiture of any assets of the Borrower
or the Guarantor included in the Collateral;

(16) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall cease to be the Chairman of the Board of, and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall cease to be the President of, the Borrower or Guarantor,
and a competent and experienced successor for such Person shall not be approved
by the Majority Lenders within six (6) months of such event;

(17) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event
shall have occurred and the Majority Lenders shall have determined in their
reasonable discretion that such event reasonably could be expected to result in
liability of any of the Borrower or the Guarantor to the PBGC or such Guaranteed
Pension Plan in an aggregate amount exceeding $250,000.00 with respect to
Borrower or $1,000,000 with respect to Guarantor and such event in the
circumstances occurring reasonably could constitute grounds for the termination
of such Guaranteed Pension Plan by the PBGC or for the appointment by the
appropriate United States District Court of a trustee to administer such
Guaranteed Pension Plan; or a trustee shall have been appointed by the United
States District Court to administer such Plan; or the PBGC shall have instituted
proceedings to terminate such Guaranteed Pension Plan; or

(18) the Guarantor denies that Guarantor has any liability or obligation
under the Guaranty, or shall notify the Agent or any of the Lenders of
Guarantor's intention to attempt to cancel or terminate the Guaranty, or shall
fail to observe or comply with any term, covenant, condition or agreement under
the Guaranty;

then, and in any such event, the Agent may, and upon the request of the Majority
Lenders shall, by notice in writing to the Borrower declare all amounts owing
with respect to this Agreement, the Notes and the other Loan Documents to be,
and they shall thereupon forthwith become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower; provided that in the event of any Event
of Default specified in ss.12.1(h), ss.12.1(i) or ss.12.1(j), all such amounts
shall become immediately due and payable automatically and without any
requirement of notice from any of the Lenders or the Agent.

ss.12.1A. Limitation of Cure Periods.

(a) Notwithstanding anything contained in ss.12.1 to the contrary, (i) no
Event of Default shall exist hereunder upon the occurrence of any failure
described in ss.12.1(b) in the event that the Borrower cures such default within
five (5) days following receipt of written notice of such default, provided,
however, that Borrower shall not be entitled to receive more than two (2)
notices in the aggregate pursuant to this clause (i) in any period of 365 days
ending on the date of any such occurrence of

default, and provided further that no such cure period shall apply to any
payments due upon the maturity of the Notes, and (ii) no Event of Default shall
exist hereunder upon the occurrence of any failure described in ss.12.1(e) in
the event that the Borrower cures such default with thirty (30) days following
receipt of written notice of such default, provided that the provisions of this
clause (ii) shall not pertain to defaults consisting of a failure to provide
insurance as required by ss.7.7, to any default consisting of a failure to
comply with ss.7.4(e), or to any default excluded from any provision of cure of
defaults contained in any other of the Loan Documents.

(b) Notwithstanding the provisions of subsections (c) and (d) of ss.12.1 or
of ss.12.1B, the cure periods provided therein shall not be allowed and the
occurrence of a Default thereunder immediately shall constitute an Event of
Default for all purposes of this Agreement and the other Loan Documents if,
within the period of twelve months immediately preceding the occurrence of such
Default, there shall have occurred two periods of cure or portions thereof under
any one or more than one of said subsections.

ss.12.1B. Certain Cure Periods.

In the event that there shall occur any Default under ss.12.1(c), then
within five Business Days after receipt of notice of such Default from the Agent
or the Majority Lenders the Borrower may elect to cure such Default by providing
additional Collateral satisfactory to all of the Lenders in their sole and
absolute discretion, and/or to reduce the Total Commitment and reduce the
outstanding Loans, in which event such actions shall be completed not later than
15 days following the date on which the Borrower is notified that the Majority
Lenders have approved the Borrower's proposed actions (provided that upon the
occurrence of any event which may cause a Default to occur under ss.12.1(c)
which is also a Default under any of the Loan Documents for which no notice or
right to cure is provided, an Event of Default shall occur for which no right to
cure under this ss.12.1B shall be available). The Borrower's notice of its
election pursuant to the preceding sentence shall be delivered to the Agent
within the period of five Business Days provided above. Within five Business
Days after receipt of such advice, the

Majority Lenders shall advise the Borrower as to whether in their good faith
judgment the actions proposed by the Borrower are sufficient to cure such
Default without the creation of any other Default hereunder. In the event that
the Majority Lenders determine that Borrower's proposal is insufficient to cure
such Default or is otherwise not in accordance with the terms of this Agreement,
the Borrower within an additional three Business Days after such negative notice
may submit to the Agent an alternative plan or evidence establishing that the
Borrower's original election was sufficient. In the event that within the times
provided herein the Borrower shall have failed to provide evidence satisfactory
to the Majority Lenders that Borrower's proposed actions are sufficient to cure
such Default in accordance with the terms hereof, the cure period shall
terminate and such Default immediately shall constitute an Event of Default.

ss.12.2. Termination of Commitments. If any one or more Events of Default
specified in ss.12.1(h), ss.12.1(i) or ss.12.1(j) shall occur, then immediately
and without any action on the part of the Agent or any Lender any unused portion
of the credit hereunder shall terminate and the Lenders shall be relieved of all
obligations to make Loans to the Borrower. If any other Event of Default shall
have occurred and be continuing, the Agent, upon the election of the Majority
Lenders, may by notice to the Borrower terminate the obligation to make Loans to
the Borrower. No termination under this ss.12.2 shall relieve the Borrower of
its obligations to the Lenders arising under this Agreement or the other Loan
Documents.

ss.12.3. Remedies. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Loans pursuant to ss.12.1, the Agent on behalf
of the Lenders, may, with the consent of the Majority Lenders but not otherwise,
proceed to protect and enforce their rights and remedies under this Agreement,
the Notes or any of the other Loan Documents by suit in equity, action at law or
other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement and the other Loan Documents
or any instrument pursuant to which the Obligations are evidenced, including to
the full extent permitted by applicable law the obtaining of the ex parte
appointment of a receiver, and,

if such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right. No remedy
herein conferred upon the Agent or the holder of any Note is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or any other provision of law.

ss.12.4. Distribution of Collateral Proceeds. In the event that, following
the occurrence or during the continuance of any Event of Default, any monies are
received in connection with the enforcement of any of the Security Documents, or
otherwise with respect to the realization upon any of the Collateral, such
monies shall be distributed for application as follows:

(1) First, to the payment of, or (as the case may be) the reimbursement of,
the Agent for or in respect of all reasonable costs, expenses, disbursements and
losses which shall have been incurred or sustained by the Agent to protect or
preserve the collateral or in connection with the collection of such monies by
the Agent, for the exercise, protection or enforcement by the Agent of all or
any of the rights, remedies, powers and privileges of the Agent under this
Agreement or any of the other Loan Documents or in respect of the Collateral or
in support of any provision of adequate indemnity to the Agent against any taxes
or liens which by law shall have, or may have, priority over the rights of the
Agent to such monies;

(2) Second, to all other Obligations in such order or preference as the
Majority Lenders shall determine; provided, however, that (i) distributions in
respect of such Obligations shall be made pari passu among Obligations with
respect to the Agent's fee payable pursuant to ss.4.3 and all other Obligations,
(ii) in the event that any Lender shall have wrongfully failed or refused to
make an advance under ss.2.7 and such failure or refusal shall be continuing,
advances made by other Lenders during the pendency of such failure or refusal
shall be entitled to be repaid as to principal and accrued interest in priority
to the other Obligations described in this subsection (b), and (iii) Obligations
owing to the Lenders with respect to each type of Obligation such as interest,
principal, fees and expenses, shall

be made among the Lenders pro rata; and provided, further that the Majority
Lenders may in their discretion make proper allowance to take into account any
Obligations not then due and payable; and

(3) Third, the excess, if any, shall be returned to the Borrower or to such
other Persons as are entitled thereto.

ss.13. SETOFF.

Regardless of the adequacy of any collateral, during the continuance of any
Event of Default, any deposits (general or specific, time or demand, provisional
or final, regardless of currency, maturity, or the branch of where such deposits
are held) or other sums credited by or due from any of the Lenders to the
Borrower or the Guarantor and any securities or other property of the Borrower
or the Guarantor in the possession of such Lender may be applied to or set off
against the payment of Obligations and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Borrower to such Lender. Each of the Lenders agrees
with each other Lender that if such Lender shall receive from the Borrower,
whether by voluntary payment, exercise of the right of setoff, or otherwise, and
shall retain and apply to the payment of the Note or Notes held by such Lender
any amount in excess of its ratable portion of the payments received by all of
the Lenders with respect to the Notes held by all of the Lenders, such Lender
will make such disposition and arrangements with the other Lenders with respect
to such excess, either by way of distribution, pro tanto assignment of claims,
subrogation or otherwise as shall result in each Lender receiving in respect of
the Notes held by it its proportionate payment as contemplated by this
Agreement; provided that if all or any part of such excess payment is thereafter
recovered from such Lender, such disposition and arrangements shall be rescinded
and the amount restored to the extent of such recovery, but without interest.

ss.14. THE AGENT.

ss.14.1. Authorization. The Agent is authorized to take such action on
behalf of each of the Lenders and to exercise all such powers as are hereunder
and under any of the other Loan Documents and any related documents delegated to
the Agent, together with such powers as are reasonably incident thereto,
provided that no duties or responsibilities not expressly assumed herein or
therein shall be implied to have been assumed by the Agent. The obligations of
Agent hereunder are primarily administrative in nature, and nothing contained in
this Agreement or any of the other Loan Documents shall be construed

to constitute the Agent as a trustee for any Lender or to create any agency or
fiduciary relationship. The Borrower and any other Person shall be entitled to
conclusively rely on a statement from the Agent that it has the authority to act
for and bind the Lenders pursuant to this Agreement and the other Loan
Documents.

ss.14.2. Employees and Agents. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Agreement and the other Loan Documents. The Agent
may utilize the services of such Persons as the Agent may reasonably determine,
and all reasonable fees and expenses of any such Persons shall be paid by the
Borrower.

ss.14.3. No Liability. Neither the Agent nor any of its shareholders,
directors, officers or employees nor any other Person assisting them in their
duties nor any agent, or employee thereof, shall be liable for any waiver,
consent or approval given or any action taken, or omitted to be taken, in good
faith by it or them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Agent or such other
Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.

ss.14.4. No Representations. The Agent shall not be responsible for the
execution or validity or enforceability of this Agreement, the Notes, any of the
other Loan Documents or any instrument at any time constituting, or intended to
constitute, collateral security for the Notes, or for the value of any such
collateral security or for the validity, enforceability or collectability of any
such amounts owing with respect to the Notes, or for any recitals or statements,
warranties or representations made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by or on behalf of
the Borrower or the Guarantor, or be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or
agreements herein or in any other of the Loan Documents. The Agent shall not be
bound to ascertain whether any notice, consent, waiver or request delivered to
it by the Borrower or the Guarantor or any holder of any of the Notes shall have
been duly authorized or is true, accurate and complete. The Agent has not made
nor does it now make any

representations or warranties, express or implied, nor does it assume any
liability to the Lenders, with respect to the creditworthiness or financial
condition of the Borrower or the Guarantor. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender, and
based upon such information and documents as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender, based upon such information and documents as it deems
appropriate at the time, continue to make its own credit analysis and decisions
in taking or not taking action under this Agreement and the other Loan
Documents.

ss.14.5. Payments.

(1) A payment by the Borrower or the Guarantor to the Agent hereunder or
under any of the other Loan Documents for the account of any Lender shall
constitute a payment to such Lender. The Agent agrees to distribute to each
Lender not later than one Business Day after the Agent's receipt of good funds,
determined in accordance with the Agent's customary practices, such Lender's pro
rata share of payments received by the Agent for the account of the Lenders
except as otherwise expressly provided herein or in any of the other Loan
Documents.

(2) If in the opinion of the Agent the distribution of any amount received
by it in such capacity hereunder, under the Notes or under any of the other Loan
Documents might involve it in liability, it may refrain from making distribution
until its right to make distribution shall have been adjudicated by a court of
competent jurisdiction. If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Agent is to be repaid, each Person to
whom any such distribution shall have been made shall either repay to the Agent
its proportionate share of the amount so adjudged to be repaid or shall pay over
the same in such manner and to such Persons as shall be determined by such
court.

(3) Notwithstanding anything to the contrary contained in this Agreement or
any of the other Loan Documents, any Lender that fails (i) to make available to
the Agent its pro rata share of any Loan or (ii) to comply with the provisions
of ss.13 with respect to making dispositions and arrangements with the other
Lenders, where such Lender's share of any payment received, whether by setoff or
otherwise, is in excess of its pro rata share of such payments due and payable
to all of the Lenders, in each case as, when and to the full extent required by
the provisions of this Agreement, shall be deemed delinquent (a

"Delinquent Lender") and shall be deemed a Delinquent Lender until such time as
such delinquency is satisfied. A Delinquent Lender shall be deemed to have
assigned any and all payments due to it from the Borrower and the Guarantor,
whether on account of outstanding Loans, interest, fees or otherwise, to the
remaining nondelinquent Lenders for application to, and reduction of, their
respective pro rata shares of all outstanding Loans. The Delinquent Lender
hereby authorizes the Agent to distribute such payments to the nondelinquent
Lenders in proportion to their respective pro rata shares of all outstanding
Loans. A Delinquent Lender shall be deemed to have satisfied in full a
delinquency when and if, as a result of application of the assigned payments to
all outstanding Loans of the nondelinquent Lenders or as a result of other
payments by the Delinquent Lenders to the nondelinquent Lenders, the Lenders'
respective pro rata shares of all outstanding Loans have returned to those in
effect immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.

ss.14.6. Holders of Notes. Subject to the terms of Article 18, the Agent
may deem and treat the payee of any Note as the absolute owner or purchaser
thereof for all purposes hereof until it shall have been furnished in writing
with a different name by such payee or by a subsequent holder, assignee or
transferee.

ss.14.7. Indemnity. The Lenders ratably agree hereby to indemnify and hold
harmless the Agent from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which the Agent has not been reimbursed by the Borrower as
required byss.15), and liabilities of every nature and character arising out of
or related to this Agreement, the Notes, or any of the other Loan Documents or
the transactions contemplated or evidenced hereby or thereby, or the Agent's
actions taken hereunder or thereunder, except to the extent that any of the same
shall be directly caused by the Agent's willful misconduct or gross negligence.

ss.14.8. Agent as Lender. In its individual capacity, FNB shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment

and the Loans made by it, and as the holder of any of the Notes as it would have
were it not also the Agent.

ss.14.9. Resignation. The Agent may resign at any time by giving 60 days'
prior written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Majority Lenders shall have the right to appoint as a successor
Agent any Lender or any other sophisticated investor knowledgeable in the
lending on or ownership of property similar to the Collateral. Unless a Default
or Event of Default shall have occurred and be continuing, such successor Agent
shall be reasonably acceptable to the Borrower. If no successor Agent shall have
been so appointed by the Majority Lenders and shall have accepted such
appointment within 30 days after the retiring Agent's giving of notice of
resignation, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent, which shall be a Lender or any other sophisticated investor
knowledgeable in the lending on or ownership of property similar to the
Collateral. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder as Agent. After any retiring Agent's resignation, the provisions of
this Agreement and the other Loan Documents shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.

ss.14.10. Duties in the Case of Enforcement. In case one or more Events of
Default have occurred and shall be continuing, and whether or not acceleration
of the Obligations shall have occurred, the Agent shall, if (a) so requested by
the Majority Lenders and (b) the Lenders have provided to the Agent such
additional indemnities and assurances against expenses and liabilities as the
Agent may reasonably request, proceed to enforce the provisions of the Security
Documents authorizing the sale or other disposition of all or any part of the
Collateral and exercise all or any such other legal and equitable and other
rights or remedies as it may have in respect of such Collateral. The Majority
Lenders may direct the Agent in writing as to the method and the extent of any
such sale or other disposition, the Lenders hereby agreeing

to indemnify and hold the Agent harmless from all liabilities incurred in
respect of all actions taken or omitted in accordance with such directions,
provided that the Agent need not comply with any such direction to the extent
that the Agent reasonably believes the Agent's compliance with such direction to
be unlawful or commercially unreasonable in any applicable jurisdiction.

ss.15. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Agreement, the other Loan Documents and the other agreements
and instruments mentioned herein, (b) any taxes (including any interest and
penalties in respect thereto) payable by the Agent or any of the Lenders (other
than taxes based upon the Agent's or any Lender's gross or net income, except
that the Agent and the Lenders shall be entitled to indemnification for any and
all amounts paid by them in respect of taxes based on income or other taxes
assessed by any State in which Collateral is located, such indemnification to be
limited to taxes due solely on account of the granting of Collateral under the
Security Documents and to be net of any credit allowed to the indemnified party
from any other State on account of the payment or incurrence of such tax by such
indemnified party), including any recording, mortgage, documentary or
intangibles taxes in connection with the Security Documents and other Loan
Documents, or other taxes payable on or with respect to the transactions
contemplated by this Agreement, including any such taxes payable by the Agent or
any of the Lenders after the Closing Date (the Borrower hereby agreeing to
indemnify the Agent and each Lender with respect thereto), (c) all reasonable
internal charges of the Agent (determined in good faith and in accordance with
the Agent's internal policies applicable generally to its customers) for
commercial finance exams and the reasonable fees, expenses and disbursements of
the counsel to the Agent, counsel for the Majority Lenders and any local counsel
to the Agent incurred in connection with the preparation, administration or
interpretation of the Loan Documents and other instruments mentioned herein
(excluding, however, the preparation of agreements evidencing participations
granted under ss.18.4), the review of any additional or substitute Collateral,
each closing hereunder, and amendments, modifications, approvals, consents or
waivers hereto or

hereunder, (d) the reasonable fees, expenses and disbursements of the Agent
incurred by the Agent in connection with the preparation, administration or
interpretation of the Loan Documents and other instruments mentioned herein, and
the making of each advance hereunder, (e) all reasonable out-of-pocket expenses
(including reasonable attorneys' fees and costs, which attorneys may be
employees of any Lender or the Agent and the fees and costs of appraisers,
engineers, investment bankers or other experts retained by any Lender or the
Agent) incurred by any Lender or the Agent in connection with (i) the
enforcement of or preservation of rights under any of the Loan Documents against
the Borrower or the Guarantor or the administration thereof after the occurrence
of a Default or Event of Default and (ii) any litigation, proceeding or dispute
whether arising hereunder or otherwise, in any way related to the Agent's or any
of the Lender's relationship with the Borrower or the Guarantor, (f) all
reasonable fees, expenses and disbursements of any Lender or the Agent incurred
in connection with U.C.C. searches or U.C.C. filings, and (g) all reasonable
fees and expenses (including reasonable attorney's fees and costs) incurred by
FNB in connection with the assignment of Commitments and interests in the Loans
pursuant to ss.18.1. The covenants of this ss.15 shall survive payment or
satisfaction of payment of amounts owing with respect to the Notes.

ss.16. INDEMNIFICATION.

The Borrower agrees to indemnify and hold harmless the Agent and the
Lenders and each director, officer, employee, agent and Person who controls the
Agent or any Lender from and against any and all claims, actions and suits,
whether groundless or otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character arising out of or
relating to this Agreement or any of the other Loan Documents or the
transactions contemplated hereby and thereby including, without limitation, (a)
any leasing fees and any brokerage, finders or similar fees asserted against any
Person indemnified under this ss.16 based upon any agreement, arrangement or
action made or taken, or alleged to have been made or taken, by the Borrower or
the Guarantor, (b) any condition of the Collateral Property, (c) any actual or
proposed use by the Borrower of the proceeds of any of the Loans, (d) any actual
or alleged infringement of any patent, copyright, trademark, service ▇▇▇▇ or
similar right of the Borrower or the Guarantor comprised in the Collateral, (e)
the Borrower and the Guarantor entering into or performing this Agreement or any
of the other Loan Documents, (f) any actual or alleged violation of any law,
ordinance, code, order, rule, regulation, approval, consent, permit or license
(including usury laws, consumer credit loans, truth in lending laws, and the
Real Estate Settlement Procedures Act) relating to the Collateral, or (g) with
respect to the Borrower and the Guarantor and their respective properties and
assets, the violation of any Environmental Law, the Release or threatened
Release of any Hazardous Substances or any action, suit, proceeding or
investigation brought or threatened with respect to any Hazardous Substances
(including, but not limited to claims with respect to wrongful death, personal
injury or damage to property), in each case including, without limitation, the
reasonable fees and disbursements of counsel and allocated costs of internal
counsel incurred in connection with any such investigation, litigation or other
proceeding; provided, however, that the Borrower shall not be obligated under
this ss.16 to indemnify any Person for liabilities arising from such Person's
own gross negligence or willful misconduct. In litigation, or the preparation
therefor, the Lenders and the Agent shall be entitled to select a single law
firm as their own counsel and, in addition to the foregoing indemnity, the
Borrower agrees to pay promptly the reasonable fees and expenses of such
counsel. If, and to the extent that the obligations of the Borrower under this
ss.16 are unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment in satisfaction of such obligations which is
permissible under applicable law. The provisions of this ss.16 shall survive the
repayment of the Loans and the termination of the obligations of the Lenders
hereunder.

ss.17. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein, in
the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the

Borrower or the Guarantor pursuant hereto or thereto shall be deemed to have
been relied upon by the Lenders and the Agent, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Lenders of any of the Loans, as herein contemplated, and shall continue in full
force and effect so long as any amount due under this Agreement or the Notes or
any of the other Loan Documents remains outstanding or any Lender has any
obligation to make any Loans. The indemnification obligations of the Borrower
provided herein and the other Loan Documents shall survive the full repayment of
amounts due and the termination of the obligations of the Lenders hereunder and
thereunder to the extent provided herein and therein. All statements contained
in any certificate or other paper delivered to any Lender or the Agent at any
time by or on behalf of the Borrower or the Guarantor pursuant hereto or in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower or the Guarantor hereunder.

ss.18. ASSIGNMENT AND PARTICIPATION.

ss.18.1. Conditions to Assignment by Lenders. Except as provided herein,
each Lender may assign to one or more banks or other entities all or a portion
of its interests, rights and obligations under this Agreement (including all or
a portion of its Commitment Percentage and Commitment and the same portion of
the Loans at the time owing to it, and the Notes held by it); provided that (a)
the Agent shall have given its prior written consent to such assignment, which
consent shall not be unreasonably withheld (provided that such consent shall not
be required for any assignment to another Lender, to a bank which is under
common control with the assigning Lender or to a wholly-owned Subsidiary of such
Lender provided that such assignee shall remain a wholly-owned Subsidiary of
such Lender), (b) each such assignment shall be of a constant, and not a
varying, percentage of all the assigning Lender's rights and obligations under
this Agreement, (c) the parties to such assignment shall execute and deliver to
the Agent, for recording in the Register (as hereinafter defined), a notice of
such assignment, together with any Notes subject to such assignment, (d) in no
event shall any voting, consent or approval rights of a Lender be assigned to
any Person controlling, controlled by or under common control with, or which is
not otherwise free from influence or control by, the Borrower or the Guarantor,
which rights shall instead be allocated pro rata among the other remaining
Lenders, (e) such assignee shall have a net worth or unfunded capital
commitments as of the date of such assignment of not less than $500,000,000
unless otherwise approved by the Agent and Borrower and (f) such assignee shall
acquire an interest in the Loans of not less than $5,000,000.00 unless otherwise
approved by the Agent. No such assignment shall be made without the prior
consent of the Borrower, which consent shall not be unreasonably withheld or
delayed; provided that such consent shall not be required in the event that a
Default or Event of Default shall have occurred. Upon such execution, delivery,
acceptance and recording, of such notice of assignment, (i) the assignee
thereunder shall be a party hereto and all other Loan Documents executed by the

Lenders and, to the extent provided in such assignment, have the rights and
obligations of a Lender hereunder, (ii) the assigning Lender shall, to the
extent provided in such assignment and upon payment to the Agent of the
registration fee referred to in ss.18.2, be released from its obligations under
this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect
such assignment. In connection with each assignment, the assignee shall
represent and warrant to the Agent, the assignor and each other Lender as to
whether such assignee is controlling, controlled by, under common control with
or is not otherwise free from influence or control by, the Borrower or the
Guarantor.

ss.18.2. Register. The Agent shall maintain a copy of each assignment
delivered to it and a register or similar list (the "Register") for the
recordation of the names and addresses of the Lenders and the Commitment
Percentages of, and principal amount of the Loans owing to the Lenders from time
to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and 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 shall be available for inspection by
the Borrower and the Lenders at any reasonable time and from time to time upon
reasonable prior notice. Upon each such recordation, the assigning Lender agrees
to pay to the Agent a registration fee in the sum of $2,000.

ss.18.3. New Notes. Upon its receipt of an assignment executed by the
parties to such assignment, together with each Note subject to such assignment,
the Agent shall (a) record the information contained therein in the Register,
and (b) give prompt notice thereof to the Borrower and the Lenders (other than
the assigning Lender). Within five Business Days after receipt of such notice,
the Borrower, at its own expense, shall execute and deliver to the Agent, in
exchange for each surrendered Note, a new Note to the order of such assignee in
an amount equal to the amount assumed by such assignee pursuant to such
assignment and, if the assigning Lender has retained some portion of its
obligations hereunder, a new Note to the order of the assigning Lender in an
amount equal to the amount retained by it hereunder and shall cause the
Guarantor to deliver to Agent an acknowledgment in form and substance
satisfactory to the Agent to the effect that the Guaranty extends and is
applicable to each new Note. Such new Notes shall provide that they are
replacements for the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal

amount of the surrendered Notes, shall be dated the effective date of such
assignment and shall otherwise be in substantially the form of the assigned
Notes. The surrendered Notes shall be canceled and returned to the Borrower.

ss.18.4. Participations. Each Lender may sell participations to one or more
banks or other entities in all or a portion of such Lender's rights and
obligations under this Agreement and the other Loan Documents; provided that (a)
any such sale or participation shall not affect the rights and duties of the
selling Lender hereunder to the Borrower, (b) such sale and participation shall
not entitle such participant any rights or privileges under this Agreement or
the Loan Documents (including, without limitation, the right to approve waivers,
amendments or modifications), (c) such participant shall have no direct rights
against the Borrower or the Guarantor except the rights granted to the Lenders
pursuant toss.13, (d) such sale is effected in accordance with all applicable
laws, and (e) such participant shall not be a Person controlling, controlled by
or under common control with, or which is not otherwise free from influence or
control by, the Borrower or the Guarantor.

ss.18.5. Pledge by Lender. Any Lender may at any time pledge all or any
portion of its interest and rights under this Agreement (including all or any
portion of its Note) to any of the twelve Federal Reserve Banks organized under
ss.4 of the Federal Reserve Act, 12 U.S.C. ss.341 or to such other Person as the
Agent may approve to secure obligations of such Lender. No such pledge or the
enforcement thereof shall release the pledgor Lender from its obligations
hereunder or under any of the other Loan Documents.

ss.18.6. No Assignment by Borrower. The Borrower shall not assign or
transfer any of its rights or obligations under any of the Loan Documents
without the prior written consent of each of the Lenders.

ss.18.7. Disclosure. The Borrower agrees that in addition to disclosures
made in accordance with standard lending practices any Lender may disclose
information obtained by such Lender pursuant to this Agreement to assignees or
participants and potential assignees or participants hereunder.

ss.19. NOTICES.

Each notice, demand, election or request provided for or permitted to be
given pursuant to this Agreement (hereinafter in this ss.19 referred to as
"Notice"), but specifically excluding to the maximum extent permitted by law any
notices of the institution or commencement of foreclosure proceedings, must be
in writing and shall be deemed to have been properly given or served by personal
delivery or by sending same by overnight courier or by depositing same in the
United States Mail, postpaid and registered or certified, return receipt
requested, or as expressly permitted herein, by telegraph, telecopy, telefax or
telex, and addressed as follows:

If to the Agent or FNB:

Fleet National Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Real Estate Division

with a copy to:

Fleet National Bank
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

If to the Borrower:

Wellsford Finance, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇

with a copy to:

▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

if to another Lender now a party to this Agreement, to the address set forth on
the signature page hereto, and to each other Lender which may hereafter become a
party to this Agreement at such address as may be designated by such Lender.
Each Notice shall be effective upon being personally delivered or upon being
sent by overnight courier or upon being deposited in the United States Mail as
aforesaid. The time period in which a response to such Notice must be given or
any action taken with respect thereto (if any), however, shall commence to run
from the date of receipt if personally delivered or sent by overnight courier,
or if so deposited in the United States Mail, the earlier of three (3) Business
Days following such deposit or the date of receipt as disclosed on the return
receipt. Rejection or other refusal to accept or the inability to deliver
because of changed address for which no notice was given shall be deemed to be
receipt of the Notice sent. By giving at least fifteen (15) days prior Notice
thereof, the Borrower, a Lender or Agent shall have the right from time to time
and at any time during the term of this Agreement to change their respective
addresses and each shall have the right to specify as its address any other
address within the United States of America.

ss.20. RELATIONSHIP.

Neither the Agent nor any Lender has any fiduciary relationship with or
fiduciary duty to Borrower arising out of or in connection with this Agreement
or the other Loan Documents, or the transactions contemplated hereunder or
thereunder. The relationship between each Lender and the Borrower is solely that
of a lender and borrower, and nothing contained herein or in any of the other
Loan Documents shall in any manner be construed as making the parties hereto
partners, joint venturers or any other relationship other than lender and
borrower.

ss.21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.

THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW
YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF
LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BRING
MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN ss.19. THE BORROWER
HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.

ss.22. HEADINGS.

The captions in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

ss.23. COUNTERPARTS.

This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving this Agreement it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.

ss.24. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in connection herewith
or therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby. Neither this Agreement nor any term hereof may
be changed, waived, discharged or terminated, except as provided in ss.27.

ss.25. WAIVER OF JURY TRIAL.

EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO
A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY LENDERS OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVER AND CERTIFICATIONS
CONTAINED IN THIS ss.25. BORROWER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO
REVIEW THIS ss.25 WITH ITS LEGAL COUNSEL AND THAT BORROWER AGREES TO THE
FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.

ss.26. DEALINGS WITH THE BORROWER.

The Lenders and their affiliates may accept deposits from, extend credit to
and generally engage in any kind of banking, trust or other business with the
Borrower, the Guarantor or any of their affiliates regardless of the capacity of
the Lender hereunder.

ss.27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Except as otherwise expressly provided in this Agreement, any consent or
approval required or permitted by this Agreement may be given, and any term of
this Agreement or of any other instrument related hereto or mentioned herein may
be amended, and the performance or observance by the Borrower or the Guarantor
of any terms of this Agreement or such other instrument 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 Majority Lenders. Notwithstanding the
foregoing, none of the following may occur without the written consent of each
Lender: a reduction in the rate of interest on the Notes; an increase in the
amount of the Commitments of the Lenders (except as provided in ss.18.1); a
forgiveness, reduction or waiver of the principal of any unpaid Loan or any
interest thereon or fee payable under the Loan Documents; a change in the amount
of any fee payable to a Lender hereunder; the postponement of any date fixed for
any payment of

principal of or interest on the Loan; an extension of the Maturity Date; a
change in the manner of distribution of any payments to the Lenders or the
Agent; the release of the Borrower or the Guarantor or any Collateral except as
otherwise provided herein; an amendment of the definition of Majority Lenders or
of any requirement for consent by all of the Lenders; any modification to
require a Lender to fund a pro rata share of a request for an advance of the
Loan made by the Borrower other than based on its Commitment Percentage; an
amendment to this ss.27; an amendment of the definition of Majority Lenders; or
an amendment of any provision of this Agreement or the Loan Documents which
requires the approval of all of the Lenders or the Majority Lenders to require a
lesser number of Lenders to approve such action. The amount of the Agent's fee
payable for the Agent's account and the provisions of ss.14 may not be amended
without the written consent of the Agent. No waiver shall extend to or affect
any obligation not expressly waived or impair any right consequent thereon. 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. No notice to or demand upon the Borrower shall entitle the
Borrower to other or further notice or demand in similar or other circumstances.

ss.28. SEVERABILITY.

The provisions of this Agreement are severable, and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Agreement in any jurisdiction.

ss.29. NO UNWRITTEN AGREEMENTS.

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

ss.30. TIME OF THE ESSENCE.

Time is of the essence with respect to each and every covenant, agreement
and obligation of the Borrower under this Agreement and the other Loan
Documents.

ss.31. REPLACEMENT NOTES.

Upon receipt of evidence reasonably satisfactory to Borrower of the loss,
theft, destruction or mutilation of any Note, and in the case of any such loss,
theft or destruction, upon delivery of an indemnity agreement reasonably
satisfactory to Borrower or, in the case of any such mutilation, upon surrender
and cancellation of the applicable Note, Borrower will execute and deliver, in
lieu thereof, a replacement Note, identical in form and substance to the
applicable Note and dated as of the date of the applicable Note and upon such
execution and delivery all references in the Loan Documents to such Note shall
be deemed to refer to such replacement Note.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.

WELLSFORD FINANCE, LLC, a Delaware limited liability company

By: Wellsford Capital, a Maryland real estate investment trust, its
manager

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President

[CORPORATE SEAL]

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national banking
association, individually and as Agent

By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
--------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

[BANK SEAL]

EXHIBIT A
---------

FORM OF AMENDED AND RESTATED NOTE

$______________ June ____, 2000

FOR VALUE RECEIVED, the undersigned WELLSFORD FINANCE, LLC, a Delaware
limited liability company, hereby promises to pay to
___________________________________ or order, in accordance with the terms of
that certain Amended and Restated Revolving Credit Agreement dated as of June
28, 2000 (the "Credit Agreement"), as from time to time in effect, among the
undersigned, Fleet National Bank (f/k/a BankBoston, N.A.), for itself and as
Agent, and such other Lenders as may be from time to time named therein, to the
extent not sooner paid, on or before the Maturity Date, the principal sum of
____________________________________ DOLLARS ($______________), or such amount
as may be advanced by the payee hereof under the Credit Agreement with daily
interest from the date hereof, computed as provided in the Credit Agreement, on
the principal amount hereof from time to time unpaid, at a rate per annum on
each portion of the principal amount which shall at all times be equal to the
rate of interest applicable to such portion in accordance with the Credit
Agreement, and with interest on overdue principal and, to the extent permitted
by applicable law, on overdue installments of interest and late charges at the
rates provided in the Credit Agreement. Interest shall be payable on the dates
specified in the Credit Agreement, except that all accrued interest shall be
paid at the stated or accelerated maturity hereof or upon the prepayment in full
hereof. Capitalized terms used herein and not otherwise defined herein shall
have the meanings set forth in the Credit Agreement.

Payments hereunder shall be made to Fleet National Bank, as Agent for the
payee hereof, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

This Note is one of one or more Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit Agreement.
The principal of this Note may be due and payable in whole or in part prior to
the maturity date stated above and is subject to mandatory prepayment in the
amounts and under the circumstances set forth in the Credit Agreement, and may
be prepaid in whole or from time to time in part, all as set forth in the Credit
Agreement.

Notwithstanding anything in this Note to the contrary, all agreements
between the Borrower and the Lenders and the Agent, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no
contingency, whether by reason of acceleration of the maturity of any of the
Obligations or otherwise, shall the interest contracted for, charged or received
by the Lenders exceed the maximum amount permissible under applicable law. If,
from any circumstance whatsoever, interest would otherwise be payable to the
Lenders in excess of the maximum lawful amount, the interest payable to the
Lenders shall be reduced to the maximum amount permitted under applicable law;
and if from any circumstance the Lenders shall ever

receive anything of value deemed interest by applicable law in excess of the
maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the Obligations and to the
payment of interest or, if such excessive interest exceeds the unpaid balance of
principal of the Obligations, such excess shall be refunded to the Borrower. All
interest paid or agreed to be paid to the Lenders shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full period until payment in full of the principal of the Obligations (including
the period of any renewal or extension thereof) so that the interest thereon for
such full period shall not exceed the maximum amount permitted by applicable
law. This paragraph shall control all agreements between the Borrower and the
Lenders and the Agent.

In case an Event of Default shall occur, the entire principal amount of
this Note may become or be declared due and payable in the manner and with the
effect provided in said Credit Agreement.

This Note shall be governed by and construed in accordance with the laws of
the State of New York (without giving effect to the conflict of laws rules of
any jurisdiction).

The undersigned maker and all guarantors and endorsers, hereby waive
presentment, demand, notice, protest, notice of intention to accelerate the
indebtedness evidenced hereby, notice of acceleration of the indebtedness
evidenced hereby and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except as
specifically otherwise provided in the Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without notice.

This Note is executed in amendment and restatement of any Notes under the
Original Agreement.

IN WITNESS WHEREOF the undersigned has by its duly authorized officers,
executed this Note under seal as of the day and year first above written.

WELLSFORD FINANCE, LLC, a Delaware limited liability company

By: Wellsford Capital, a Maryland real estate investment trust, its
manager

By:
Name:
Title:

[CORPORATE SEAL]

EXHIBIT B
---------
FORM OF REQUEST FOR LOAN

Fleet National Bank, as Agent
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇ ▇▇▇▇▇

Ladies and Gentlemen:

Pursuant to the provisions of ss.2.6 of the Amended and Restated Revolving
Credit Agreement dated as of June ___, 2000, as from time to time in effect (the
"Credit Agreement"), among Wellsford Finance, LLC (the "Borrower"), Fleet
National Bank (f/k/a BankBoston, N.A.), for itself and as Agent, and the other
Lenders from time to time party thereto, the Borrower hereby requests and
certifies as follows:

1. Loan. The Borrower hereby requests a Loan underss.2.1 of the Credit
Agreement:

Principal Amount: $

Type (Eurodollar, Base Rate):

Drawdown Date: , 20

Interest Period:

by credit to the general account of the Borrower with the Agent at the Agent's
Office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

2. Use of Proceeds. Such Loan shall be used for the following purposes
permitted byss.7.11 of the Credit Agreement:

[Describe]

3. No Default. The undersigned chief financial or chief accounting officer
of the Borrower certifies that the Borrower is and will be in compliance with
all covenants under the Loan Documents after giving effect to the making of the
Loan requested hereby. Attached to this

Request for Loan is a Compliance Certificate prepared using the financial
statements of the Borrower most recently provided or required to be provided
under ss.6.4 or ss.7.4 of the Credit Agreement adjusted in the best good-faith
estimate of the Borrower to give effect to the making of the Loan requested
hereby.

4. Representations True. Each of the representations and warranties made by
or on behalf of the Borrower and the Guarantor contained in the Credit
Agreement, in the other Loan Documents or in any document or instrument
delivered pursuant to or in connection with the Credit Agreement was true as of
the date as of which it was made and shall also be true at and as of the
Drawdown Date for the Loan requested hereby, with the same effect as if made at
and as of such Drawdown Date (except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and except to the extent
that such representations and warranties relate expressly to an earlier date)
and no Default or Event of Default has occurred and is continuing.

5. Other Conditions. All other conditions to the making of the Loan
requested hereby set forth in ss.11 of the Credit Agreement have been satisfied.
(Reference title insurance "date down", if applicable.)

6. Drawdown Date. Except to the extent, if any, specified by notice
actually received by the Agent prior to the Drawdown Date specified above, the
foregoing representations and warranties shall be deemed to have been made by
the Borrower on and as of such Drawdown Date.

7. Definitions. Terms defined in the Credit Agreement are used herein with
the meanings so defined.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
_______________, 200___.

WELLSFORD FINANCE, LLC, a Delaware limited liability company

By: Wellsford Capital, a Maryland real estate investment trust, its
manager

By:
Chief Financial or
Chief Accounting Officer

EXHIBIT C
---------
FORM OF
COMPLIANCE CERTIFICATE

Fleet National Bank
for itself and as Agent
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇ ▇▇▇▇▇

Ladies and Gentlemen:

Reference is made to the Amended and Restated Revolving Credit Agreement
dated as of June 28, 2000 (the "Credit Agreement") by and among Wellsford
Finance, LLC (the "Borrower"), Fleet National Bank (f/k/a BankBoston, N.A.), for
itself and as Agent, and the other Lenders from time to time party thereto.
Terms defined in the Credit Agreement and not otherwise defined herein are used
herein as defined in the Credit Agreement.

Pursuant to the Credit Agreement, the Borrower is furnishing to you
herewith (or has most recently furnished to you) the financial statements of the
Borrower for the fiscal period ended _______________ (the "Balance Sheet Date").
Such financial statements have been prepared in accordance with generally
accepted accounting principles and present fairly the financial position of the
Borrower covered thereby at the date thereof and the results of their operations
for the periods covered thereby, subject in the case of interim statements only
to normal year-end audit adjustments.

This certificate is submitted in compliance with requirements of
ss.2.6(iii), ss.7.4(e), ss.10.11 or ss.11.6(b) of the Credit Agreement. If this
certificate is provided under a provision other than ss.7.4(e), the calculations
provided below are made using the financial statements of the Borrower as of the
Balance Sheet Date adjusted in the best good-faith estimate of the Borrower to
give effect to the making of a Loan, extension of the Maturity Date, acquisition
or disposition of property or other event that occasions the preparation of this
certificate; and the nature of such event and the Borrower's estimate of its
effects are set forth in reasonable detail in an attachment hereto. The
undersigned officer of the Borrower is its chief financial or chief accounting
officer.

The undersigned officer has caused the provisions of the Credit Agreement
to be reviewed and has no knowledge of any Default or Event of Default. (Note:
If the signer does have knowledge of any Default or Event of Default, the form
of certificate should be revised to specify the Default or Event of Default, the
nature thereof and the actions taken, being taken or proposed to be taken by the
Borrower with respect thereto.)

The Borrower is providing the following information to demonstrate
compliance as of the date hereof with the following covenants:

I. ss.9.1. Liabilities to Assets Ratio.

A. Total Liabilities per balance sheet $____________

B. Total Assets per balance sheet $____________

Ratio of A to B may not exceed 0.80 to 1.

III. ss.9.2. Designated Collateral Value.

A. Total outstanding principal
balance of Loans (after giving
effect to any Loan Request) $__________

B. Designated Collateral Value

Sum of Designated Collateral Values $__________
(Attach Designated Collateral Value worksheet)

Total $ _________

Ratio of A to B may not be more than 1 to 1.

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
___________, 2000.

WELLSFORD FINANCE, LLC, a Delaware limited liability company

By: Wellsford Capital, a Maryland real estate investment trust, its manager

By:
Name:
Title:

SCHEDULE 1
----------
LENDERS AND COMMITMENTS

Name and Address Commitment Commitment Percentage
---------------- ---------- ---------------------

Fleet National Bank $20,000,000 100%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Real Estate Division

Eurodollar Lending Office
Same as above

Total Commitment $20,000,000 100%

SCHEDULE 6.3
------------
TITLE TO PROPERTIES; LEASES

None.

SCHEDULE 6.7
------------
LITIGATION

None.

SCHEDULE 6.17
-------------
ERISA PLANS

None.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JUNE 28, 2000

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