AND

1
EXHIBIT 10.41
EXECUTION COPY

EXHIBIT A TO THE PARTICIPATION AGREEMENT

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

AMENDED AND RESTATED

CREDIT AGREEMENT

among

WILMINGTON TRUST COMPANY,
NOT IN ITS INDIVIDUAL CAPACITY EXCEPT AS EXPRESSLY STATED HEREIN,
BUT SOLELY AS OWNER TRUSTEE,
AS BORROWER,

THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO

AND

PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent

AND

THE FIRST NATIONAL BANK OF CHICAGO,
AS SYNDICATION AGENT

AND

BANKERS TRUST COMPANY,
as Real Estate Administrative Agent

Dated as of November 22, 1995

Amended and Restated as of October 17, 1997

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2

TABLE OF CONTENTS

Page

ARTICLE I.CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II.AMOUNT AND TERMS OF COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.01(a) Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.01(b) Prior Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.02 Revolving Credit Loan Requests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.03 Making Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.04 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.05 Nature of Lenders' Obligations with Respect to Revolving Credit Loans . . . . . . . . . . . . . . 5
2.06 Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.07 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.08 Use of Proceeds of Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.09 [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.10 Advances to Pay Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III.AMOUNT AND TERMS OF SWING SUB-FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.01 Swing Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.02 Swing Loan Requests and Making of Swing Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.03 Swing Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.04 Borrowings to Repay Swing Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.05 Use of Proceeds of Swing Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE IV.INTEREST RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.01 Interest Rate Options on Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.02 [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.03 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits
Not Available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.04 Selection of Interest Rate Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.05 Interest Rates Payable on Swing Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.06 Interest After Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.07 Maximum Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.08 Interest Under Project Loan Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE V.PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.02 Pro Rata Treatment of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.03 Interest Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Page

5.04 Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.05 Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.06 Additional Compensation in Certain Circumstances . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VI.REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.01 Due Organization, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.02 Authorization; No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.03 Enforceability, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.04 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.05 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.06 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.07 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.08 Chief Place of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.09 Federal Reserve Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.10 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.11 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.12 Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.13 Documentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE VII.CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.01 Conditions to Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.02 Conditions to Each Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE VIII.COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.01 Other Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.02 Ownership of Properties, Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.03 Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.04 Compliance with Operative Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.05 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.06 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.07 Discharge of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.08 Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE XX.XXXXXX OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE X.THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
10.01 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
10.02 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

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Page

10.03 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
10.04 Reliance by Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
10.05 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
10.06 Non-Reliance on Agents and Other Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
10.07 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
10.08 Agents in Their Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.09 Successor Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.10 [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.11 Availability of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
10.12 Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
10.13 Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

RTICLE XI.MATTERS RELATING TO PAYMENTS AND COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.01 The Credit Agreement Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.02 Proceeds of Collateral; Proceeds Remaining in Credit Agreement Account . . . . . . . . . . . . . 33

ARTICLE XII.MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.01 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.02 Notices; Lending Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.03 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
12.04 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
12.05 Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
12.06 Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
12.07 Funding by Branch, Subsidiary or Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.08 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.09 The Register; Disclosure; Pledges to Federal Reserve Banks . . . . . . . . . . . . . . . . . . . 39
12.10 Adjustments; Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.13 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.14 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.15 Submission To Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.16 Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
12.17 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
12.18 Waivers by Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
12.19 Tax Withholding Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
12.20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SCHEDULE

Schedule I Euro-Rate Margin, Commitment Fee Rate, Facility Fee Rate

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5

Page

Schedule II Commitments and Addresses of Lenders

EXHIBITS

Exhibit A-1 Form of Tranche A Note
Exhibit A-2 Form of Tranche B Note
Exhibit A-3 Form of Swing Note
Exhibit B Form of Revolving Credit Loan Request
Exhibit C Form of Swing Loan Request
Exhibit D Form of Swing Loan Participation Certificate
Exhibit E Form of Renewal/Conversion Notice
Exhibit F Form of Guarantee
Exhibit G Form of Security Agreement
Exhibit H Form of Reassignment of Leases and Rents
Exhibit I Form of Assignment of Contracts
Exhibit J Form of Assignment and Acceptance
Exhibit K Guidelines re: Bankruptcy Remote Entities

- iv -

THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 22, 1995
and amended and restated as of October 17, 1997, among WILMINGTON TRUST
COMPANY, not in its individual capacity except as expressly stated herein, but
solely as Owner Trustee (the "Owner Trustee" or the "Borrower"), the several
banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"), PNC BANK, NATIONAL ASSOCIATION, as administrative
agent for the Lenders hereunder (the "Administrative Agent"), THE FIRST
NATIONAL BANK OF CHICAGO, as syndication agent of the Lenders hereunder (the
"Syndication Agent"), and BANKERS TRUST COMPANY, as real estate administrative
agent for the Lenders hereunder (the "Real Estate Administrative Agent"; and
together with the Administrative Agent and the Syndication Agent, collectively
referred to as the "Agents").

WITNESSETH:

WHEREAS, the Borrower, the Real Estate Administrative Agent, as agent, the
Administrative Agent, as co-agent and the Lenders (collectively, the "Prior
Agreement Parties") are parties to that certain Credit Agreement dated as of
November 22, 1995 (as heretofore amended, the "Prior Agreement");

WHEREAS, the Prior Agreement Parties desire to amend and restate the Prior
Agreement to (i) increase the aggregate amount of Commitments and extend the
Maturity Date, (ii) change the agency role of PNC Bank, National Association as
co-agent to Administrative Agent, (iii) change the agency role of Bankers Trust
Company from agent to Real Estate Administrative Agent, (iv) add The First
National Bank of Chicago as Syndication Agent, (v) eliminate and add certain
financial institutions as Lenders, and (vi) amend certain other terms and
conditions of the Prior Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.
CERTAIN DEFINITIONS

1.1 Certain Definitions. Capitalized terms used but not otherwise defined
in this Agreement shall have the meanings set forth in Appendix A hereto.

1.2 Accounting Principles. Except as otherwise provided in this
Agreement, all computations and determinations as to accounting or financial
matters and all financial statements to be delivered pursuant to this Agreement
shall be made and prepared in accordance with GAAP (including principles of
consolidation where appropriate), and all accounting or financial terms shall
have the meanings ascribed to such terms by GAAP; provided, however, that if
any change in GAAP or the application thereof occurs hereafter, or if the
Company adopts a change to its accounting principles or methods with the
agreement of its independent certified public accountants, and such change
results in a change in the calculation of any financial covenant or restriction
set forth herein, then the parties hereto agree to enter into and diligently
pursue negotiations in order to amend such

financial covenant or restriction so as to equitably reflect such change, with
the desired result that the criteria for evaluating the financial condition and
results of operations of the Company and its Subsidiaries shall be the same
after such change as if such change had not been made. Pending the resolution
of any such negotiations, the Company agrees to provide to each of the Lenders
such unaudited financial information and pro forma statements using the
accounting methods and principles used in the preparation of the audited
financial statements for the fiscal year ended January 26, 1997, as are
necessary to enable the Lenders to test the financial covenants contained
herein.

ARTICLE II.
AMOUNT AND TERMS OF COMMITMENTS

2.01(a) Commitments. Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, each Lender
severally agrees to make Revolving Credit Loans to the Borrower at any time or
from time to time from and including the Effective Date but excluding the date
which is one month prior to the Maturity Date for the purpose of enabling the
Borrower to make Project Loans to the Lessors acceptable to the Real Estate
Administrative Agent for financing the Project Costs or to Agree SPC's
acceptable to the Real Estate Administrative Agent who will make capital
contributions to Agree Lessors to pay Project Costs, in an aggregate principal
amount at any one time outstanding not to exceed the amount of such Lender's
Commitment minus in the case of the Swing Lender, the Swing Loans outstanding.
After giving effect to any such Revolving Credit Loans and any other Loans made
on or before the Borrowing Date of such Revolving Credit Loans, the aggregate
amount of the Total Facility Usage shall not exceed the aggregate amount of the
Commitments. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay and reborrow
pursuant to this Section 2.01.

2.01(b) Prior Revolving Credit Loans. Schedule 2.01(b) lists the Revolving
Credit Loans outstanding for each Lender under the Prior Agreement prior to the
Effective Date (the "Prior Revolving Credit Loans") and the Revolving Credit
Loans to be outstanding for each Lender hereunder as of the Effective Date. On
the Effective Date, any such Prior Revolving Credit Loans which are held by a
Prior Lender which will continue to be a Lender on and after the Effective Date
shall be deemed to continue as Revolving Credit Loans made hereunder. Any
principal balance of the Tranche A Notes and Tranche B Notes includes the
Borrower's indebtedness under the Prior Revolving Credit Loans evidenced by the
original Tranche A Notes and Tranche B Notes (the "Original Notes") and the
Amended and Restated Tranche A Notes and Amended and Restated Tranche B Notes
executed in connection with this Agreement (i) merely re-evidence the
indebtedness evidenced by the Original Notes, (ii) are not given as payment of
the Original Notes and (iii) are in no way intended to or shall, constitute a
novation of the Original Notes or any obligation of the Borrower thereunder.
Any Prior Lender which has determined not to continue to be a Lender after the
Effective Date will be repaid its Revolving Credit Loans in full and the
Borrower will pay such Prior Lender up to but not including the Effective Date
the amount of all interest, Fees and additional costs described in Section
5.06(b) owing to any such Prior Lender. Any Lender hereunder which was not a
Prior Lender or any Prior Lender that has increased its Commitment as of the
Effective Date shall purchase from Prior Lenders or other Lenders hereunder

such Revolving Credit Loans in an amount such that, after the Effective Date,
the amount of outstanding Revolving Credit Loans from each Lender shall equal
such Lender's respective Ratable Share, as modified to give effect to the
Effective Date, of outstanding Revolving Credit Loans. To the extent that any
Prior Revolving Credit Loans bear interest at the Euro-Rate Option, the
Borrower shall pay any additional costs described in Section 5.06(b) incurred
by any Lender, and the Borrower shall pay any similar additional costs incurred
by any Lender which becomes or continues to be a Lender on and after the
Effective Date and assumes or funds a portion of any Revolving Credit Loan for
the remainder of an Interest Period which is outstanding on the Effective Date.

2.02 Revolving Credit Loan Requests. (a) Except as otherwise provided
herein, the Borrower may from time to time prior to the Maturity Date request
the Lenders to make Revolving Credit Loans, or renew or convert the Interest
Rate Option applicable to existing Revolving Credit Loans, by delivering to the
Administrative Agent, not later than 10:00 A.M. Eastern time, ten (10) Business
Days prior to the proposed Borrowing Date with respect to the making of each
Revolving Credit Loan (provided that, so long as the applicable Lessee shall
have waived the conditions precedent set forth in Schedule 11.02 to the
Participation Agreement pursuant to Section 11.02 thereto (other than in
connection with an Acquisition Advance), (i) three (3) Business Days prior to
the proposed Borrowing Date with respect to the making of Revolving Credit
Loans to which the Euro-Rate Option applies and (ii) one (1) Business Day prior
to the proposed Borrowing Date with respect to the making of Revolving Credit
Loans to which the Base Rate Option applies), of a duly completed request
therefor substantially in the form of Exhibit B or a request by telephone
immediately confirmed in writing by letter, facsimile or telex in such form
(each, a "Revolving Credit Loan Request"), it being understood that the
Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation. Each Revolving Credit Loan Request shall be irrevocable and
shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the
proposed Revolving Credit Loans comprising each Borrowing Tranche, which,
except as otherwise provided in Section 2.10, shall not be less than
$5,000,000, for each Euro-Rate Borrowing Tranche and shall not be less than the
lesser of $1,000,000 or the maximum amount available for borrowing for each
Base Rate Borrowing Tranche; (iii) whether the Euro-Rate Option or Base Rate
Option shall apply to the proposed Revolving Credit Loans comprising the
Borrowing Tranche; and (iv) in the case of a Euro-Rate Borrowing Tranche an
appropriate Interest Period for the proposed Revolving Credit Loans comprising
such Borrowing Tranche.

(b) A portion of the principal amount of each Revolving Credit Loan made
by each Lender equal to the Tranche A Percentage of the principal amount of
such Revolving Credit Loan shall be deemed to be a "Tranche A Loan" for the
purposes of the Operative Agreements and the remaining portion of the principal
amount of such Loan shall be deemed to be a "Tranche B Loan" for the purposes
of the Operative Agreements, provided, that payments in respect of the
Revolving Credit Loans shall be allocated to reduce the aggregate outstanding
principal amount of Tranche A Loans and Tranche B Loans of each Lender in the
manner specified in Section 5.02. Notwithstanding the foregoing, on any date
(each, a "Modification Date") on which any payment of the Tranche A Loans or
Tranche B Loans is to be made and/or on which any Maximum Residual Guarantee
Amount with respect to any Property is to be determined, prior to giving effect
to such payment or determination, (i) the aggregate principal amount of Tranche
B Loans then outstanding

shall be deemed to be increased (or decreased, in the event that the applicable
Modification Amount shall be a negative number) by an amount (the "Modification
Amount") equal to (x) the Modified Tranche B Percentage with respect to the
affected Property minus the Tranche B Percentage multiplied by (y) the
outstanding principal amount of the Project Loan with respect to such Property
(or, if there shall be more than one affected Property, the sum of all such
amounts for all such Properties) and (ii) the aggregate principal amount of
Tranche A Loans then outstanding shall be deemed to be reduced or increased, as
the case may be, by a corresponding amount. Any such adjustment shall be
applied ratably to adjust the outstanding principal amount of the Tranche A
Loans and Tranche B Loans deemed to have been made by each Lender.

(c) Notwithstanding anything contained in subsection (b) above, the entire
principal amount of each Revolving Credit Loan made by each Lender which is
allocated to make an Agree Project Loan by the Borrower shall be deemed to be a
Tranche A Loan.

2.03 Making Revolving Credit Loans. The Administrative Agent shall,
promptly after receipt by it of a Revolving Credit Loan Request pursuant to
Section 2.02(a), notify the Lenders of its receipt of such Revolving Credit
Loan Request specifying: (i) the proposed Borrowing Date and the time and
method of disbursement of such Revolving Credit Loans; (ii) the aggregate
amount and type of such Revolving Credit Loans and the applicable Interest
Period (if any); and (iii) the apportionment among the Lenders of the Revolving
Credit Loans as determined by the Administrative Agent in accordance with each
Lender's Ratable Share. Each Lender shall remit the principal amount of each
Revolving Credit Loan to be made by it to the Administrative Agent such that
the Administrative Agent is able to, and the Administrative Agent shall, to the
extent the Lenders have made funds available to it for such purpose, fund such
Revolving Credit Loans to the Borrower in U.S. Dollars and immediately
available funds at the Principal Office prior to 2:00 P.M. Eastern time on the
Borrowing Date, provided, that if any Lender fails to remit such funds to the
Administrative Agent in a timely manner the Administrative Agent may elect in
its sole discretion to fund with its own funds the Revolving Credit Loan of
such Lender on the Borrowing Date and such Lender shall be subject to the
repayment obligation in Section 10.11.

2.04 Notes. The Revolving Credit Loans made by each Lender shall be
evidenced by a promissory note of the Borrower, substantially in the form of
Exhibit A-1, in the case of Tranche A Loans (each, a "Tranche A Note"), or
Exhibit A-2, in the case of Tranche B Loans (each, a "Tranche B Note"), with
appropriate insertions as to payee, date and principal amount, payable to the
order of such Lender and in a principal amount equal to the lesser of (a) the
initial Commitment of such Lender and (b) the aggregate unpaid principal amount
of all Tranche A Loans or Tranche B Loans, as the case may be, made by such
Lender. Each Lender is hereby authorized to record the date, the Borrowing
Tranche and amount of each Revolving Credit Loan made by such Lender, each
continuation thereof, each conversion of all or a portion thereof to another
Borrowing Tranche, the date and amount of each payment or prepayment of
principal thereof and, in the case of Revolving Credit Loans with Euro- Rate
Option, the length of each Interest Period with respect thereto, on the
schedule annexed to and constituting a part of its Note, and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded, provided, that the failure to make any such
recordation or any error in such recordation shall not affect the Borrower's
obligations hereunder or under such Note. Each Note shall (i) be dated the
Effective Date, (ii) be

stated to mature on the Maturity Date and (iii) provide for the payment of
interest in accordance with Section 4.01.

2.05 Nature of Lenders' Obligations with Respect to Revolving Credit Loans.
Subject to the terms of this Agreement (including Article VII), each Lender
shall be obligated to participate in each request for Revolving Credit Loans in
accordance with its Ratable Share. The obligations of each Lender hereunder
are several. The failure of any Lender to perform its obligations hereunder
shall not affect the obligations of the Borrower to any other party nor shall
any other party be liable for the failure of such Lender to perform its
obligations hereunder. The Lenders shall have no obligation to make Revolving
Credit Loans hereunder on or after a date which is one month prior to the
Maturity Date.

2.06 Termination or Reduction of Commitments. The Borrower shall have the
right at any time and from time to time upon five (5) Business Days' prior
written notice to the Administrative Agent to permanently reduce, in whole
multiples of $1,000,000 of principal, or to terminate the Commitments without
penalty or premium, except as set forth in Section 5.06(b)(i), provided, that
any such reduction or termination shall be accompanied by (i) the payment in
full of any Fees then accrued on the amount of such reduction or termination
and (ii) prepayment of the Loans, together with the full amount of interest and
Fees accrued on the principal sum to be prepaid (and all amounts referred to in
Section 5.06), to the extent that the Total Facility Usage exceeds the
Commitments as so reduced or terminated, and provided, further, that after
giving effect to any reduction of Commitments, the aggregate amount of the
Project Loan Commitments shall not exceed the aggregate amount of the
Commitments so reduced. If at any time the Commitments are reduced to an
amount which is less than the Swing Facility then in effect, the Swing Facility
shall automatically, without notice of any kind, be reduced to the amount of
the Commitments then in effect.

2.07 Fees.

(a) The Borrower hereby agrees to pay to the Administrative Agent for the
account of each Lender, as consideration for such Lender's Commitment, a
nonrefundable facility fee ("Facility Fee") calculated on a daily basis by
multiplying the Facility Fee Rate by such Lender's Commitment (whether used or
unused). All Facility Fees shall be payable in arrears on the last Business
Day of each March, June, September and December after the Effective Date and on
the Maturity Date or upon acceleration of the Obligations. The Facility Fee
Rate shall be subject to adjustment quarterly to the percentage, based on the
higher of the Fixed Charge Coverage Ratio, as set forth on Schedule I hereto,
or the Fixed Charge Coverage Ratio, as set forth on Schedule I to the Corporate
Credit Agreement. Each adjustment in the Facility Fee Rate shall be effective
on the second Business Day next following delivery to the Administrative Agent
of the financial statements or certificate required to be delivered by the
Company pursuant to Article XIII of the Guarantee showing the basis for such
adjustment. In the event that such financial statements or certificate shall
not have been delivered to the Administrative Agent on the date required for
such delivery pursuant to Article XIII of the Guarantee, then on the second
Business Day following such date, the Facility Fee Rate shall be increased to
the highest Facility Fee Rate set forth on Schedule I hereto or Schedule I to
the Corporate Credit Agreement, provided, that after delivery of such financial
statements or

certificate (effective two Business Days following delivery) the Facility Fee
Rate shall be adjusted to the Facility Fee Rate that would have been effective
had such financial statements or certificate been timely delivered.

(b) All Fees shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed.

2.08 Use of Proceeds of Revolving Credit Loans. The Administrative Agent
is hereby irrevocably authorized by the Borrower to apply the proceeds of the
Revolving Credit Loans to fund any Project Loans as requested by any Lessor
under any Project Loan Agreement or by any Agree SPC under any Agree Project
Loan Agreement.

2.09 [Reserved]

2.10 Advances to Pay Interest. During the Construction Period for a
Project Loan, if any, on each date which is one Business Day prior to any
Interest Payment Date (unless otherwise requested by the Borrower at least one
Business Day prior to such Interest Payment Date by written notice to the
Administrative Agent) the Borrower shall be deemed to have requested a
borrowing pursuant to Section 2.02(a) of a Revolving Credit Loan with a
Base-Rate Option in an amount equal to the aggregate amount of interest due and
payable on such date with respect to the principal portion of the Loans
allocated to the related Project Loan; provided, that if (a) such Interest
Payment Date falls upon the same day as the last day of an Interest Period and
(b) the Borrower shall have given the Administrative Agent a renewal/conversion
notice described in Section 2.02(a) requesting continuation of the Euro-Rate
Borrowing Tranche with respect to which the Interest Period is ending on such
Interest Payment Date, on the day which is three Business Days prior to such
Interest Payment Date, the Borrower shall be deemed to have requested a
borrowing pursuant to Section 2.02(a) of a Loan with a Euro-Rate Option in an
amount equal to the aggregate amount of interest due and payable on such date
with respect to the principal portion of the Loans allocated to the related
Project Loan. One Business Day, in the case of a Loan with a Base-Rate Option
or three Business Days, in the case of a Loan with a Euro-Rate Option, prior to
such Interest Payment Date, the Borrower shall deliver to the Administrative
Agent a notice indicating the amount of such interest. The Borrowing Date with
respect to any such borrowing shall be the relevant Interest Payment Date;
provided, that the making of the Loans pursuant to such borrowing shall be
subject to satisfaction of the applicable conditions precedent set forth in
Article VII and the proceeds of such borrowing shall be applied solely to pay
the aggregate amount of interest due and payable on such date with respect to
the Loans. On the relevant Borrowing Date, the aggregate principal amount of
the Euro-Rate Borrowing Tranche with respect to which the Interest Period is
being continued or the Base Rate Borrowing Tranche, as the case may be, shall
be deemed to be increased by the amount of the new Loan made on such day.

ARTICLE III.
AMOUNT AND TERMS OF SWING SUB-FACILITY

3.01 Swing Facility. Subject to the terms and conditions hereof (including
fulfillment of those conditions set forth in Article VII, as applicable, which
conditions may not be waived without the consent of each Lender) and relying
upon the representations and warranties herein set forth, and in order to
facilitate loans and repayments, the Swing Lender may, at its option,
cancelable at any time for any reason whatsoever, make Swing Loans to the
Borrower at any time or from time to time after the Effective Date, but not
including, the Maturity Date, in an aggregate principal amount at any one time
outstanding not to exceed $15,000,000, subject to reduction as provided herein,
to be made in accordance with the following provisions, and provided, that the
Swing Loans outstanding hereunder shall not exceed the Swing Lender's
Commitment minus its outstanding Revolving Credit Loans. Within such limits of
time and amount and subject to the other provisions of this Agreement, the
Borrower may borrow, repay and reborrow pursuant to this Section 3.01.

3.02 Swing Loan Requests and Making of Swing Loans. (a) Except as
otherwise provided herein, the Borrower may from time to time prior to the
Maturity Date request the Swing Lender to make Swing Loans by delivery to the
Swing Lender (with a copy to the Administrative Agent) not later than 11:00
A.M. Eastern time, ten (10) Business Days prior to the proposed Borrowing Date
with respect to the making of each Swing Loan (provided that, so long as the
applicable Lessee shall have waived the conditions precedent set forth in
Schedule 11.02 to the Participation Agreement pursuant to Section 11.02 thereto
(other than in connection with an Acquisition Advance), one (1) Business Day
prior to the proposed Borrowing Date), of a duly completed request therefor
substantially in the form of Exhibit C hereto or a request by telephone
immediately confirmed in writing by letter, facsimile or telex (each, a "Swing
Loan Request"), it being understood that the Swing Lender (and the
Administrative Agent) may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation. Each Swing Loan Request shall be irrevocable and shall specify
the proposed Borrowing Date and the aggregate amount of the proposed Swing
Loans. So long as the Swing Lender elects to make Swing Loans, the Swing
Lender shall fund such Swing Loans to the Borrower in U.S. Dollars and
immediately available funds at the Principal Office of the Swing Lender prior
to 2:00 P.M. Eastern time on the Borrowing Date.

(b) A portion of the principal amount of each Swing Loan made by the Swing
Lender equal to the Tranche A Percentage of the principal amount of such Swing
Loan shall be deemed to be a "Tranche A Loan" for the purposes of the Operative
Agreements and the remaining portion of the principal amount of such Swing Loan
shall be deemed to be a "Tranche B Loan" for the purposes of the Operative
Agreements. The provisions of Section 2.02(b) shall apply mutatis mutandis to
the Swing Loans made by the Swing Lender.

3.03 Swing Note. The Swing Loans shall be evidenced by a promissory note
of the Borrower substantially in the form of Exhibit A-3, with appropriate
insertions (the "Swing Note"), payable to the order of the Swing Lender and
representing the obligation of the Borrower to pay the aggregate unpaid
principal amount of the Swing Loans, with interest thereon as prescribed

in Section 4.05. The Swing Lender is hereby authorized to record the borrowing
date, the amount of each Swing Loan and the date and amount of each payment or
prepayment of principal thereof, on the schedule annexed to and constituting a
part of the Swing Note and, in the absence of manifest error, any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded, provided, that the failure of the Swing Lender to make
such recordation (or any error in such recordation) shall not affect the
obligations of the Borrower hereunder or under such Note. The Swing Note shall
(i) be dated the Effective Date, (ii) be stated to mature on the Maturity Date
and (iii) provide for the payment of interest in accordance with Section 4.05.

3.04 Borrowings to Repay Swing Loans. (a) The Swing Lender, at its option
exercisable at any time, may, and so long as there shall be at least
$10,000,000 in aggregate principal amount of Swing Loans outstanding, on the
last day of any Interest Period immediately following the making of such Swing
Loans, shall, on behalf of the Borrower (which hereby irrevocably directs the
Swing Lender to act on its behalf) request each Lender, including the Swing
Lender, to make a Revolving Credit Loan in an amount equal to such Revolving
Credit Lender's Ratable Share of the amount of the Swing Loans, (the "Refunded
Swing Loans") outstanding on the date such notice is given plus, if the Swing
Lender so requests, accrued interest thereon. The Refunded Swing Loans shall
bear interest at the Base Rate Option and shall be deemed to have been properly
requested in accordance with Section 2.02 without regard to any of the
requirements of that provision. Unless any of the events described in
paragraph (h) of Article IX shall have occurred (in which event the procedures
of paragraph (b) of this Section 3.04 shall apply), the Swing Lender shall
provide notice to the Administrative Agent and the Administrative Agent shall
provide notice to the Lenders (which may be a telephonic or written notice by
letter, facsimile or telex) that such Revolving Credit Loans are to be made
under this Section 3.03 and of the apportionment among the Lenders, and the
Lenders shall be unconditionally obligated to fund such Revolving Credit Loans
(whether or not the conditions specified in Section 7.02 are then satisfied) by
the time the Administrative Agent so requests, which shall not be earlier than
12:00 noon Eastern time on the Business Day next succeeding the date the
Administrative Agent gives the demand notice to the Lenders. If for any reason
a Lender is prohibited from funding its Ratable Share of Revolving Credit Loans
to repay the principal amount of the Swing Loans outstanding, such Lender shall
purchase a participation in the Swing Loans equal to its Ratable Share of the
principal amount of Swing Loans outstanding in accordance with paragraph (b) of
this Section 3.04. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Refunded Swing Loans.

(b) If, prior to the making of a Revolving Credit Loan pursuant to
paragraph (a) of this Section 3.04, one of the events described in paragraph
(h) of Article IX shall have occurred, each Revolving Credit Lender will, on
the date such Revolving Credit Loan was to have been made, purchase an
undivided participating interest in the Refunded Swing Loan in an amount equal
to its Ratable Share of such Refunded Swing Loan. Each Revolving Credit Lender
will immediately transfer to the Swing Lender, in immediately available funds,
the amount of its participation and upon receipt thereof the Swing Lender will
deliver to such Revolving Credit Lender a Swing Loan Participation Certificate
dated the date of receipt of such funds and in such amount.

(c) Whenever, at any time after the Swing Lender has received from any
Revolving Credit Lender such Revolving Credit Lender's participating interest
in a Refunded Swing

Loan pursuant to clause (b) above, the Swing Lender receives any payment on
account thereof, the Swing Lender will distribute to such Revolving Credit
Lender its participating interest in such amount (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which such
Revolving Credit Lender's participating interest was outstanding and funded) in
like funds as received; provided, however, that in the event that such payment
received by the Swing Lender is required to be returned, such Revolving Credit
Lender will return to the Swing Lender any portion thereof previously
distributed by the Swing Lender to it in like funds as such payment is required
to be returned by the Swing Lender.

(d) Each Lender's obligation to make its Ratable Share of Revolving Credit
Loans to repay the principal amount of the Swing Loans outstanding or to
purchase its Ratable Share of the principal amount of the Swing Loans pursuant
to paragraphs (a) and (b) of this Section 3.04 shall be absolute and
unconditional and shall not be subject to any qualification or exception
whatsoever and shall be made under all circumstances, including without
limitation any of the following circumstances: (i) any lack of validity or
enforceability of this Agreement or any of the Credit Documents; (ii) the
existence of any claim, setoff, defense or other right which the Borrower may
have at any time against any of the Agents, any Lender or any other Person,
whether in connection with this Agreement, the transactions contemplated herein
or any unrelated transactions (including any underlying transactions between
the Company or any of its Subsidiaries); or (iii) the occurrence of any
Default, Event of Default, or termination of the Commitments or this Agreement.

3.05 Use of Proceeds of Swing Loans. The proceeds of the Swing Loans
hereunder shall be used by the Borrower for any purpose for which the proceeds
of Revolving Credit Loans may be used. The Swing Lender and/or Administrative
Agent is hereby irrevocably authorized by the Borrower to apply the proceeds of
the Swing Loans to fund any Project Loans as requested by any Lessor under any
Project Loan Agreement.

ARTICLE IV.
INTEREST RATES

4.01 Interest Rate Options on Revolving Credit Loans. The Borrower shall
pay interest in respect of the outstanding unpaid principal amount of the
Revolving Credit Loans as selected by the Borrower from the Base Rate Option or
the Euro-Rate Option set forth below applicable to the Revolving Credit Loans,
it being understood that, subject to the provisions of this Agreement, the
Borrower may select different Interest Rate Options to apply simultaneously to
the Revolving Credit Loans comprising different Borrowing Tranches and may
convert to or renew one or more Interest Rate Options with respect to all or
any portion of the Revolving Credit Loans comprising any Borrowing Tranche;
provided, that there shall not be at any one time outstanding more than six (6)
Euro-Rate Borrowing Tranches, and provided, further, that from and after one
month prior to the Maturity Date, Revolving Credit Loans shall be made only at
the Base Rate Option.

(a) Interest Rate Option. The Borrower shall have the right to select
from the following Interest Rate Options applicable to the Revolving Credit
Loans:

(i) Base Rate Option: A fluctuating rate per annum (computed on the
basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed) equal to the Base Rate;

(ii) Euro-Rate Option: A rate per annum (computed on the basis of a
year of 360 days and actual days elapsed) equal to the Euro-Rate plus the
Euro- Rate Margin. The Euro-Rate Margin shall be subject to adjustment
quarterly to the percentage, based on the Fixed Charge Coverage Ratio, as
set forth on Schedule I. Each adjustment in the Euro-Rate Margin shall be
effective on the second Business Day next following delivery to the
Administrative Agent of the financial statements or certificate required to
be delivered by the Company pursuant to Article XIII of the Guarantee
showing the basis for such adjustment. In the event that such financial
statements or certificate shall not have been delivered to the
Administrative Agent on the date required for such delivery pursuant to
Article XIII of the Guarantee, then on the second Business Day following
such date, the Euro-Rate Margin shall be increased to the highest Euro-Rate
Margin set forth on Schedule I, provided, that after delivery of such
financial statements or certificate (effective two Business Days following
delivery) the Euro-Rate Margin shall be adjusted to the Euro-Rate Margin
that would have been effective had such financial statements or certificate
been timely delivered. Each Euro-Rate Borrowing Tranche shall bear interest
from and including the first day of the Interest Period applicable thereto,
but not including the last day of such Interest Period. No Interest Period
may end after the Maturity Date.

(b) Rate Quotations. The Borrower may call the Administrative Agent on or
before the date on which a Revolving Credit Loan Request is to be delivered to
receive an indication of the rates then in effect, but it is acknowledged that
such projection shall not be binding on the Administrative Agent or the Lenders
nor affect the rate of interest which thereafter is actually in effect when the
election is made.

4.02 [Reserved]

4.03 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not
Available. (a) If on any date on which a Euro-Rate would otherwise be
determined, the Administrative Agent shall have determined that:

(i) adequate and reasonable means do not exist for ascertaining such
Euro-Rate, or

(ii) a contingency has occurred which materially and adversely affects
the London interbank market or any other applicable interbank market, the
Administrative Agent shall have the rights specified in Section 4.03(c).

(b) If at any time any Lender shall have determined that:

(i) the making, maintenance or funding of any Revolving Credit Loan to
which a Euro-Rate Option applies has been made impracticable or unlawful by
compliance by such Lender in good faith with any Law or any interpretation
or application thereof by any Governmental Authority or with any request or
directive of any such Governmental Authority (whether or not having the
force of Law), or

(ii) such Euro-Rate option will not adequately and fairly reflect the
cost to such Lender of the establishment or maintenance of any such
Revolving Credit Loan, or

(iii) after making all reasonable efforts, deposits of the relevant
amount in Dollars for the relevant Interest Period for a Revolving Credit
Loan to which a Euro-Rate Option applies are not available to such Lender in
the London interbank market at the effective cost of funding of a proposed
Euro-Rate Loan, the Administrative Agent shall have the rights specified in
Section 4.03(c).

(c) In the case of any event specified in Section 4.03(a) above, the
Administrative Agent shall promptly so notify the Lenders and the Borrower
thereof and in the case of an event specified in Section 4.03(b) above, such
Lender shall promptly so notify the Administrative Agent and enclose a
certificate with such notice as to the specific circumstances of such notice
and the Administrative Agent shall promptly send copies of such notice and
certificate to the other Lenders and the Borrower. Upon such date as shall be
specified in such notice (which shall not be earlier than the date such notice
is given) the obligation of (A) the Lenders in the case of such notice given by
the Administrative Agent or (B) such Lender in the case of such notice given by
such Lender, to allow the Borrower to select, convert to or renew a Euro-Rate
Option shall be suspended until the Administrative Agent shall have later
notified the Borrower or such Lender shall have later notified the
Administrative Agent, of the Administrative Agent's or such Lender's, as the
case may be, determination that the circumstances giving rise to such previous
determination no longer exist. If at any time the Administrative Agent makes a
determination under subsection (a) or (b) of this Section 4.03 and the Borrower
has previously notified the Administrative Agent of its selection of,
conversion to or renewal of a Euro-Rate Option and such Euro-Rate Option has
not yet gone into effect, such notification shall be deemed to provide for
selection of, conversion to or renewal of the Base Rate Option. If any Lender
notifies the Administrative Agent of a determination under subsection (b) of
this Section 4.03, the Borrower shall, subject to the Borrower's
indemnification obligations under Section 5.06(b), as to any Revolving Credit
Loan of the Lender to which a Euro-Rate Option applies, on the date specified
in such notice either convert such Loan to the Base Rate Option or prepay such
Loan in accordance with Section 5.04(b). Absent due notice from the Borrower of
conversion or prepayment, such Loan shall automatically be converted to the
Base Rate Option upon such specified date.

4.04 Selection of Interest Rate Options. Revolving Credit Loans for which
the Borrower has selected the Base Rate Option shall continue as such unless
and until the Borrower chooses to convert such Revolving Credit Loans to a
Euro-Rate Borrowing Tranche. If Borrower

fails to select a new Interest Period to apply to any Borrowing Tranche at the
expiration of an existing Interest Period applicable to such Euro-Rate
Borrowing Tranche in accordance with the provisions of Section 2.02(a), the
Borrower shall be deemed to have converted such Euro-Rate Borrowing Tranche to
the Base Rate Option commencing upon the last day of the existing Interest
Period.

4.05 Interest Rates Payable on Swing Loans. The Borrower shall pay
interest in respect of the outstanding unpaid principal amount of any Swing
Loan at a fluctuating rate per annum (computed on the basis of a year of 360
days, as the case may be, and actual days elapsed) equal to the Swing Margin.

4.06 Interest After Default. To the extent permitted by Law, upon the
occurrence of an Event of Default and until such time such Event of Default
shall have been cured or waived:

(a) the rate of interest for each Loan otherwise applicable pursuant to
Section 4.01 or 4.05 shall be increased by 2.0% per annum; and

(b) each other Obligation hereunder if not paid when due shall bear
interest at a rate per annum equal to the sum of the Base Rate plus an
additional 2.0% per annum from the time such Obligation becomes due and
payable and until it is paid in full.

(c) The Borrower acknowledges that such increased rates reflect, among
other things, the fact that such Loans or other amounts have become a
substantially greater risk given their default status and that the Lenders
are entitled to additional compensation for such risk; and, all such interest
shall be payable by the Borrower upon demand by the Administrative Agent.

4.07 Maximum Interest Rate. If at any time the designated rate applicable
to any Loan made by any Lender exceeds such Lender's highest lawful rate, the
rate of interest on such Lender's Loan shall be limited to such Lender's
highest lawful rate.

4.08 Interest Under Project Loan Agreement. At such times when the
Borrower receives payments of interest on a Project Loan pursuant to a Project
Loan Agreement, the Borrower shall promptly deposit such amount with the
Administrative Agent who will deposit such payment in the Credit Agreement
Account. Such payments shall be applied in accordance with the provisions of
Article XI.

ARTICLE V.
PAYMENTS

5.01 Payments. All payments and prepayments to be made in respect of
principal, interest, Fees or other amounts due from the Borrower hereunder
shall be payable prior to 2:00 P.M. (Eastern time) on the date when due without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrower, and without setoff, counterclaim or other

deduction of any nature, and an action therefor shall immediately accrue. Such
payments shall be made to the Administrative Agent at the Principal Office in
U.S. Dollars and in immediately available funds, and the Administrative Agent
shall promptly distribute such amounts in immediately available funds,
provided, that in the event payments are received by 2:00 P.M. (Eastern time)
by the Administrative Agent and such payments are not distributed on the same
day received by the Administrative Agent, the Administrative Agent shall pay
the Federal Funds Effective Rate with respect to the amount of such payments
for each day held by the Administrative Agent and not distributed to the
Lenders. Unless the Interest Period in respect thereof is continued or
converted in accordance with Section 4.02, all Revolving Credit Loans to which
a Euro-Rate Option applies shall be due and payable on the last day of the
applicable Interest Period. All Loans outstanding on the Maturity Date shall
be due and payable in full on the Maturity Date.

5.02 Pro Rata Treatment of Lenders. Each borrowing of Revolving Credit
Loans shall be allocated to each Lender according to its Ratable Share, and
each selection of, conversion to or renewal of any Interest Rate Option and
each payment or prepayment by the Borrower with respect to principal, interest,
Fees, or other amounts due with respect to the Revolving Credit Loans (except
for Fees payable under the Fee Letter, any payments with respect to the Swing
Loans, and except as otherwise provided in Section 4.03(b), 5.04(b), 5.06 or
Article XI) shall be made in proportion to the applicable Revolving Credit
Loans outstanding from each Lender and if no such Loans are then outstanding,
in proportion to the Ratable Share of each Lender (it being understood that,
except as otherwise provided in Section 5.06 or Article XI, any payment so made
in respect of principal of any Lender's Revolving Credit Loans shall be deemed
to ratably reduce the outstanding amount of Tranche A Loans and Tranche B Loans
of such Lender).

5.03 Interest Payment Dates. Interest on Loans to which the Base Rate
Option or the Euro-Rate Option applies shall be due and payable in arrears on
the last Business Day of each March, June, September and December after the
Effective Date and on the Maturity Date or upon acceleration of the
Obligations. Interest on mandatory prepayments of principal under Section 2.06
shall be due on the date such mandatory prepayment is due. Interest on the
principal amount of each Loan or other Obligation shall be due and payable on
demand after such principal amount or other Obligation becomes due and payable
(whether on the stated maturity date, upon acceleration or otherwise).
Interest on amounts covered by optional prepayments shall be paid in accordance
with Section 5.04(a).

5.04 Optional Prepayments. (a) The Borrower shall have the right at its
option from time to time to prepay the Loans in whole or part without premium
or penalty (except as provided in subsection (b) below or in Section 5.05 or
5.06):

(i) at any time with respect to any Swing Loan or any Revolving Credit
Loan to which the Base Rate Option applies;

(ii) on the last day of the applicable Interest Period with respect to
Revolving Credit Loans to which a Euro-Rate Option applies; and

(iii) on the date specified in a notice by any Lender pursuant to
Section 4.03(b) with respect to any Revolving Credit Loan to which a
Euro-Rate Option applies.

Whenever the Borrower desires to prepay any part of the Loans, the Borrower
shall provide a prepayment notice to the Administrative Agent at least one (1)
Business Day prior to the date of prepayment of the Loans setting forth the
following information:

(x) the date, which shall be a Business Day, on which the proposed
prepayment is to be made;

(y) a statement indicating the application of the prepayment among the
Revolving Credit Loans and Swing Loans; and

(z) the total principal amount of such prepayment, which shall not be
less than $2,500,000.

All prepayment notices shall be irrevocable. The principal amount of the
Loans for which a prepayment notice is given, together with interest on such
principal amount, except with respect to Loans to which the Base Rate Option
applies, shall be due and payable on the date specified in such prepayment
notice as the date on which the proposed prepayment is to be made. If the
Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche
which is being prepaid, the prepayment shall be applied (i) first to Swing
Loans and then to Revolving Credit Loans; and (ii) after giving effect to the
allocations in clause (i) above and in the preceding sentence, first to Loans
to which the Base Rate Option applies and then to Loans to which the Euro-Rate
Option applies (it being understood that, except as otherwise provided in
Section 5.06 or Article XI, any payment so made in respect of principal of any
Lender's Revolving Credit Loans shall be deemed to ratably reduce the
outstanding amount of Tranche A Loans and Tranche B Loans of such Lender). Any
prepayment hereunder shall be subject to the Borrower's obligation to indemnify
the Lenders under Section 5.06(b).

(b) In the event any Lender (i) gives notice under Section 4.03(b) or
Section 5.06(a), (ii) does not fund Revolving Credit Loans because the making
of such Loans would contravene any Law applicable to such Lender, (iii) does
not approve any action as to which consent of the Required Lenders is requested
by the Borrower and obtained hereunder or (iv) becomes subject to the control
of an Governmental Authority (other than normal and customary supervision),
then, unless an Event of Default shall have occurred and be continuing, the
Borrower shall have the right at its option, with the consent of the
Administrative Agent, which shall not be unreasonably withheld, to prepay the
Loans of such Lender in whole together with all interest accrued thereon and
terminate such Lender's Commitment, within ninety (90) days after (w) receipt
of such Lender's notice under Section 4.03(b) or 5.06(a), (x) the date such
Lender has failed to fund Revolving Credit
Loans because the making of such Loans would contravene a Law applicable to
such Lender, (y) the

date of obtaining the consent which such Lender has not approved or (z) the
date such Lender became subject to the control of an Governmental Authority, as
applicable; provided, that the Borrower shall also pay to such Lender at the
time of such prepayment any amounts required under Section 5.06 and any accrued
interest due on such amount and any related Fees; and provided, further, that
the remaining Lenders shall have no obligation hereunder to increase their
Commitments. Notwithstanding the foregoing, the Administrative Agent may only
be replaced subject to the requirements of Section 10.09.

(c) In the event any Lender does not approve any increase in the aggregate
Commitments as to which increase the Borrower has obtained the consent of all
other Lenders whose Commitments will not otherwise be prepaid and terminated
pursuant to this Section 5.04(c), then, unless an Event of Default shall have
occurred and be continuing, the Borrower shall have the right at its option,
with the consent of the Administrative Agent, which shall not be unreasonably
withheld, to prepay the Loans of such Lender in whole together with all
interest accrued thereon and terminate such Lender's Commitment (or Lenders'
Commitments) within ninety (90) days after the date the Borrower has obtained
the consent of all such other Lenders; provided, that the termination of such
Lender's Commitment (or Lenders' Commitments) pursuant to this Section 5.04(c)
shall only be permitted if the Borrower has identified one or more Assignee
Lenders acceptable to the Administrative Agent which Assignee Lenders have
agreed to the increase in the aggregate Commitments and such termination is
accomplished by means of an assignment pursuant to Section 12.08(a) which does
not reduce the aggregate amount of the Commitments after giving effect to the
addition of any such Assignee Lenders; and provided, further, that the
remaining Lenders shall have no obligation hereunder to increase their
Commitments.

(d) Each Lender agrees that upon the occurrence of any event giving rise
to increased costs or other special payments under Section 4.03 or 5.06 with
respect to such Lender, it will if requested by the Borrower, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate
another Lending Office for any Loans affected by such event, provided that such
designation is made on such terms that such Lender and its Lending Office
suffer no economic, legal or regulatory disadvantage, as determined by such
Lender, with the object of avoiding the consequence of the event giving rise to
the operation of such Section. Nothing in this Section 5.04(d) shall affect or
postpone any of the Obligations of Borrower or the rights of any Agent or any
Lender provided in this Agreement.

5.05 Mandatory Prepayments. If the Borrower shall receive any principal
repayment of a Project Loan pursuant to a Project Loan Agreement, the Borrower
shall make a deposit of such payment with the Administrative Agent to be
applied as a prepayment of the Loans. The Administrative Agent will deposit
such payment in the Credit Agreement Account to be applied as a prepayment of
the Loans in accordance with Article XI.

5.06 Additional Compensation in Certain Circumstances.

(a) Increased Costs or Reduced Return Resulting From Taxes, Reserves,
Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or
interpretation or any change in any Law, guideline or interpretation or
application thereof by any Governmental Authority charged with

the interpretation or administration thereof or compliance with any request or
directive (whether or not having the force of Law) of any central bank or other
Governmental Authority:

(i) subjects any Lender to any tax or changes the basis of taxation
with respect to this Agreement, the other Credit Documents, Loans, or
payments by the Borrower of principal, interest, Fees, or other amounts due
from the Borrower hereunder or under the other Credit Documents (except for
taxes on the net income of such Lender or any Lending Office of any Lender),

(ii) imposes, modifies or deems applicable any reserve, special deposit
or similar requirement against credits or commitments to extend credit
extended by, or assets (funded or contingent) of, deposits with or for the
account of, or other acquisitions of funds by, any Lender or any Lending
Office of any Lender, or

(iii) imposes, modifies or deems applicable any capital adequacy or
similar requirement (A) against assets (funded or contingent) of, or letters
of credit, other credits or commitments to extend credit extended by, any
Lender, or (B) otherwise applicable to the obligations of any Lender or any
Lending Office of any Lender under this Agreement, and the result of any of
the foregoing is to increase the cost to, reduce the income receivable by,
or impose any additional expense (including loss of margin) upon any Lender
or any Lending Office of any Lender with respect to this Agreement, the
other Credit Documents or the making, maintenance or funding of any part of
the Loans (or, in the case of any capital adequacy or similar requirement,
to have the effect of reducing the rate of return on any Lender's capital,
taking into consideration such Lender's customary policies with respect to
capital adequacy) by an amount which such Lender in its sole discretion
deems to be material, such Lender shall from time to time notify the
Borrower and the Administrative Agent of the amount determined in good faith
(using any averaging and attribution methods employed in good faith) by such
Lender to be necessary to compensate such Lender for such increase in cost,
reduction of income or additional expense. Such notice shall set forth in
reasonable detail the basis for such determination. Such amount shall be
due and payable by the Borrower to such Lender ten (10) Business Days after
such notice is given.

(b) Indemnity. In addition to the compensation required by subsection (a)
of this Section 5.06, the Borrower shall indemnify each Lender against all
liabilities, losses or expenses (including loss of margin, any loss or expense
incurred in liquidating or employing deposits from third parties and any loss
or expense incurred in connection with funds acquired by a Lender to fund
or maintain Loans subject to the Euro-Rate Option) which such Lender sustains
or incurs as a consequence of any:

(i) payment, prepayment, conversion or renewal of any Revolving Credit
Loan to which the Euro-Rate Option applies on a day other than the last day
of the corresponding Interest Period (whether or not such payment or
prepayment is

mandatory, voluntary or automatic, through acceleration or otherwise,
and whether or not such payment or prepayment is then due),

(ii) attempt by the Borrower to revoke (expressly, by later
inconsistent notices or otherwise) in whole or part any Revolving Credit
Loan Request under Section 2.02 or, Renewal/Conversion Notice under Section
2.02 or prepayment notice under Section 5.04, or

(iii) default by the Borrower in the performance or observance of any
covenant or condition contained in this Agreement or any other Credit
Document, including any failure of the Borrower to pay when due (by
acceleration or otherwise) any principal, interest, Fee or any other amount
due hereunder.

If any Lender sustains or incurs any such loss or expense it shall from time
to time notify the Borrower of the amount determined in good faith by such
Lender (which determination may include such assumptions, allocations of costs
and expenses and averaging or attribution methods as such Lender shall deem
reasonable) to be necessary to indemnify such Lender for such loss or expense.
Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrower to such
Lender ten (10) Business Days after such notice is given.

(c) Taxes. Any and all payments made by the Borrower hereunder or under
the Credit Documents shall be made, in accordance with the provisions hereof,
free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and
each Lending Office, taxes on the overall net income of such Lender imposed by
the jurisdiction under the Laws of which such Lender is organized or any taxing
authority thereof or therein (all of such nonexcluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as "Taxes"). If the Borrower shall be required by Law to deduct any Taxes from
or in respect of any sum payable to any Lender or any Agent hereunder or under
any Credit Document, (i) the sum payable shall be increased as may be necessary
so that, after making all required deductions (including deductions applicable
to additional sums payable under this Section 5.06(c)), such Lender or Agent,
as the case may be, receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions,
and (iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable Law. In
addition, the Borrower agrees to pay any present or future stamp, transfer,
recording, filing or documentary taxes, fees or any other excise or property
taxes, charges, or similar levies which arise from any payment made hereunder
or from the execution, delivery, or registration of, or otherwise with respect
to, this Agreement. All such Taxes shall be paid by the Borrower prior
to the date on which penalties attach thereto or interest accrues thereon;
provided, that if any penalties or interest become due, the Borrower may make
prompt payment thereof to the appropriate governmental authority. The Borrower
shall indemnify each Lender and each Agent for the full amount of such Taxes
(including any taxes on amounts payable under this Section 5.06(c)) paid by the
Lender or the Agent and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
were

correctly or legally asserted. Any indemnification payment shall be due and
payable to such Lender or Agent ten (10) Business Days after the date the
Lender or the Agent makes written demand therefor. Within 30 days after the
date of any payment of any Taxes by the Borrower, the Borrower shall furnish to
each Lender, at its address referred to herein, the original or a certified
copy of a receipt evidencing payment thereof. If no Taxes are payable in
respect of any payment by the Borrower, the Borrower shall, if so requested by
a Lender, provide a certificate of an Authorized Officer of the Borrower to
that effect.

(d) Survival. The Obligations of the Borrower under this Section 5.06
shall survive and continue in full force and effect notwithstanding (i) the
execution and delivery of this Agreement and the other Credit Documents, (ii)
the making of the Loans, (iii) the repayment of the Loans, (iv) the payment in
full of all interest, Fees and all other Obligations and (v) the termination of
all obligations of the Agents and the Lenders to the Borrower under all Credit
Documents.

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to amend and restate this Agreement and
to make and maintain the Loans, the Owner Trustee hereby represents and
warrants to the Agents and each Lender as follows (provided that the
representations in Sections 6.03, 6.07, 6.09, 6.10, 6.12 and 6.13 are made
solely by the Owner Trustee in its capacity as such):

6.01 Due Organization, etc. It is a banking corporation duly organized and
validly existing and in good standing under the laws of the State of Delaware
and has the power and authority to enter into and perform its obligations under
the Trust Agreement and (assuming due authorization, execution and delivery of
the Trust Agreement by the Investor) has the corporate and trust power and
authority to act as the Owner Trustee and to enter into and perform the
obligations under each of the other Operative Agreements to which the Owner
Trustee is or will be a party and each other agreement, instrument and document
to be executed and delivered by it on or before the date this representation is
made or deemed made in connection with or as contemplated by each such
Operative Agreement to which the Owner Trustee is or will be a party.

6.02 Authorization; No Conflict. The execution, delivery and performance
of each Operative Agreement to which it is or will be a party, either in its
individual capacity or (assuming due authorization, execution and delivery of
the Trust Agreement by the Investor) as the Owner Trustee, as the case may be,
has been duly authorized by all necessary action on its part and neither the
execution and delivery thereof, nor the consummation of the transactions
contemplated thereby, nor compliance by it with any of the terms and provisions
thereof (a) does or will require any approval or consent of any trustee or
holders of any of its indebtedness or obligations, (b) does or will contravene
any current United States or Delaware law, governmental rule or regulation
relating to its banking or trust powers, (c) does or will contravene or result
in any breach of or constitute any default under, or result in the creation of
any Lien upon any of its property under, its charter or by-laws, or any
indenture, mortgage, chattel mortgage, deed of trust, conditional sales
contract, bank loan or credit agreement or other agreement or instrument to
which it is a party or by which it or its

properties may be bound or affected (other than as contemplated by the
Operative Agreements) or (d) does or will require any Governmental Action by
any Governmental Authority of the United States or the State of Delaware
regulating its banking or trust powers.

6.03 Enforceability, etc. The Trust Agreement and, assuming the Trust
Agreement is the legal, valid and binding obligation of the Investor, each
other Operative Agreement to which the Owner Trustee is or will be party have
been, or on or before the date this representation is made or deemed made will
be, duly executed and delivered by the Owner Trustee and the Trust Agreement
and each such other Operative Agreement to which the Owner Trustee is a party
constitutes, or upon execution and delivery will constitute, a legal, valid and
binding obligation enforceable against the Owner Trustee in accordance with the
terms thereof.

6.04 Litigation. There is no action or proceeding pending or, to its
knowledge, threatened to which it is or will be a party, either in its
individual capacity or as the Owner Trustee, before any Governmental Authority
that concerns any Property being purchased on the date this representation is
made or deemed made or that, if adversely determined, would materially and
adversely affect its ability, in its individual capacity or as Owner Trustee,
to perform its obligations under the Operative Agreements to which it is a
party, would have a material adverse effect on the financial condition of the
Owner Trustee or would question the validity or enforceability of any of the
Operative Agreements to which it is or will become a party.

6.05 Assignment. It has not assigned or transferred any of its right,
title or interest in or under any Project Loan Agreement, Project Loan Note,
Mortgage, Agree LLC Pledge, Assignment of Lease or Contract Assignment, except
in accordance with the Operative Agreements and the Credit Documents.

6.06 No Default. It is not in default under or with respect to any of its
Contractual Obligations. No Default or Event of Default has occurred and is
continuing.

6.07 Use of Proceeds. The proceeds of the Loans shall be applied by the
Owner Trustee solely to make Project Loans to the Lessors or to Agree SPC's.

6.08 Chief Place of Business. The Owner Trustee's chief place of business,
chief executive office and office where the documents, accounts and records
relating to the transactions contemplated by this Agreement and each other
Credit Document are kept are located at Xxxxxx Square North, 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.

6.09 Federal Reserve Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation G or
Regulation U of the Board as now and from time to time hereafter in effect. If
requested by any Lender or the Administrative Agent, the Owner Trustee will
furnish to the Administrative Agent and each Lender a statement to the
foregoing effect in conformity with the requirements of FR Form G-1 or FR Form
U-1 referred to in said Regulation G or Regulation U, as the case may be.

6.10 Investment Company Act. It is not an "investment company" or a
company controlled by an "investment company" within the meaning of the
Investment Company Act.

6.11 Liens. The Trust Estate shall be free of any Liens attributable to
the Owner Trustee in its individual capacity.

6.12 Securities Act. Neither the Owner Trustee nor any Person authorized
by the Owner Trustee to act on its behalf has offered or sold any interest in
the Trust Estate or the Notes, or in any similar security relating to a
Property, or in any security the offering of which for the purposes of the
Securities Act of 1933, as amended, would be deemed to be part of the same
offering as the offering of the aforementioned securities to, or solicited any
offer to acquire any of the same from, any Person other than, in the case of
the Notes, the Lenders, and neither the Owner Trustee nor any Person authorized
by the Owner Trustee to act on its behalf will take any action which would
require the issuance or sale of any interest in the Trust Estate or the Notes
to be registered in accordance with the provisions of Article V of the
Securities Act of 1933, as amended, or require the qualification of any
Operative Agreement under the Trust Indenture Act of 1939, as amended.

6.13 Documentation. The only document to which the Owner Trustee, in its
trust capacity, is a party are those Operative Agreements (and any other
documents delivered in connection with the Operative Agreements) to which the
Owner Trustee, in its trust capacity, is a party, together with any instruments
appointing one or more co-trustees under the Trust Agreement.

ARTICLE VII.
CONDITIONS PRECEDENT

7.1 Conditions to Effectiveness. The effectiveness of this Agreement is
subject to the satisfaction of all conditions precedent set forth in Article VI
of the Participation Agreement required by said Article to be satisfied on or
prior to the Effective Date.

7.2 Conditions to Each Loan. The agreement of each Lender to make any
Loan requested to be made by it on any date is subject to the satisfaction of
the following conditions precedent:

(a) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the Loans requested
to be made on such date, other than a Default or an Event of Default which
the Administrative Agent has agreed not to declare pursuant to Section 5.06
of the Participation Agreement.

(b) Participation Agreement Conditions. With respect to each Project
Loan and Agree Project Loan, the applicable conditions precedent to the
Advance associated therewith specified in Section 4.04, and Articles V and
XIV, as applicable of the Participation Agreement shall have been satisfied.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower or the Guarantors, as the case may be, as of the date
of such Loan that the conditions contained in this Section 7.02 have been
satisfied.

ARTICLE VIII.
COVENANTS

So long as the Commitments remain in effect, any Note remains outstanding
and unpaid or any other amount is owing to any Lender or Agent hereunder:

8.01 Other Activities. The Borrower shall not conduct, transact or
otherwise engage in, or commit to transact, conduct or otherwise engage in, any
business or operations other than the entry into, and exercise of rights and
performance of obligations in respect of, the Operative Agreements and other
activities incidental or related to the foregoing and shall conduct its
business in accordance with the guidelines set forth in Exhibit K.

8.02 Ownership of Properties, Indebtedness. The Borrower shall not own,
lease, manage or otherwise operate any properties or assets other than in
connection with the activities described in Section 8.01, or incur, create,
assume or suffer to exist any Indebtedness or other consensual liabilities or
financial obligations other than the Loans and other obligations incurred by
the Borrower hereunder or the other Operative Agreements.

8.03 Disposition of Assets. Except to the extent expressly contemplated by
the Operative Agreements, the Borrower shall not convey, sell, lease, assign,
transfer or otherwise dispose of, or grant Liens on, any of its property,
business or assets, whether now owned or hereafter acquired.

8.04 Compliance with Operative Agreements. The Borrower shall at all times
observe and perform all of the covenants, conditions and obligations required
to be performed by it (whether in its capacity as lender, Owner Trustee or
otherwise) under each Operative Agreement to which it is a party.

8.05 Further Assurances. At any time and from time to time, upon the
written request of the Administrative Agent, and at the sole expense of the
Borrower, the Borrower will promptly and duly execute and deliver such further
instruments and documents and take such further action as the Administrative
Agent or the Required Lenders may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and the other
Operative Agreements and of the rights and powers herein or therein granted.

8.06 Notices. If on any date the Borrower shall obtain actual knowledge of
the occurrence of a Default or Event of Default, the Borrower will give written
notice thereof to the Administrative Agent within five Business Days after such
date.

8.07 Discharge of Liens. Neither the Borrower nor the Trust Company on
behalf of the Borrower will create or permit to exist at any time, and will, at
its own expense, promptly take such action as may be necessary duly to
discharge, or cause to be discharged, all Liens attributable to it, provided,
that the Borrower and the Trust Company shall not be required to discharge any
Lien while the same is being contested in good faith by appropriate proceedings
diligently prosecuted so long as such proceedings shall not involve any
material danger of impairment of any of the Liens contemplated by the Security
Documents or of the sale, forfeiture or loss of, and shall not materially
interfere with the disposition of, any Property or title thereto or any
interest therein or the payment of Rent.

8.08 Trust Agreement. Without prejudice to any right under the Trust
Agreement of the Owner Trustee to resign, the Owner Trustee (a) agrees not to
terminate or revoke the trust created by the Trust Agreement except as
permitted by Article VII of the Trust Agreement, (b) agrees not to amend,
supplement, terminate, revoke or otherwise modify any provision of the Trust
Agreement in any manner which could reasonably be expected to have an adverse
effect on the rights or interests of the Agents or the Lenders hereunder or
under the other Operative Agreements and (c) agrees to comply with all of the
terms of the Trust Agreement except to the extent the failure to so comply
could not reasonably be expected to have an adverse effect on the rights or
interests of the Agents or the Lenders hereunder or under the other Operative
Agreements.

ARTICLE IX.
EVENTS OF DEFAULT

Upon the occurrence of any of the following specified events (each an "Event
of Default"):

(a) The Borrower shall (i) default in the payment when due of any
principal of the Loans or (ii) default, and such default shall continue for
five or more days, in the payment when due of any interest on the Loans or
any other amounts owing hereunder, under any other Credit Document to which
it is a party; or

(b) The Borrower shall default in the due performance or observance by
it of any term, covenant or agreement contained in any Credit Document to
which it is a party (other than those referred to in paragraph (a) above),
provided, that in the case of any such default under Article VIII, such
default shall have continued unremedied for a period of at least 30 days; or
the Borrower shall default in the due performance or observance by it of any
term, covenant or agreement contained in any Project Loan Document to which
it is a party (other than those referred to in paragraph (a) above), and
such default shall have continued unremedied for a period of at least 30
days; or

(c) Subject to the provisions of Section 5.06 of the Participation
Agreement, any "Event of Default" as defined in each Project Loan Agreement
shall have occurred and be continuing; or

(d) Any of the Guarantors shall default in the observance or
performance by it of (i) any covenant contained in Article XII or Section
13.04 of the Guarantee or (ii) any other covenant, condition or provision
hereof or of any other Credit Document to which it is a party and such
default shall continue unremedied for a period of 15 Business Days after any
Authorized Officer of any Guarantor becomes aware of the occurrence thereof
(such grace period to be applicable only in the event such default can be
remedied by corrective action of the Guarantors as determined by the
Administrative Agent in its sole discretion); or

(e) Any representation, warranty or statement made or deemed made by
the Borrower herein or in any other Credit Document or by the Borrower or
the Lessee in the Participation Agreement, or in any statement or
certificate delivered or required to be delivered pursuant hereto or
thereto, shall prove to be untrue in any material respect on the date as of
which made or deemed made, and in the case of the Borrower, such
misrepresentation or breach of warranty shall remain unremedied for a period
of at least 35 days after notice to the Borrower by the Administrative Agent
or the Required Lenders; or

(f) Any representation, warranty or statement made or deemed made by
any Guarantor in the Guarantee, or in any statement or certificate delivered
or required to be delivered pursuant thereto, shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

(g) (i) Any Lease Event of Default shall have occurred and be
continuing, (ii) the Owner Trustee shall default in the due performance or
observance by it of any term, covenant or agreement contained in the
Participation Agreement or in the Trust Agreement, provided, that in the
case of any such default under Section 10.01, 10.02(b)(iii) or 10.02(g) of
the Participation Agreement or Article II, III, IV, V or VI of the Trust
Agreement, such default shall have continued unremedied for a period of at
least 30 days; or (iii) the Investor shall default in the due performance or
observance by it of any term, covenant or agreement contained in Section
10.02 or 12.01 of the Participation Agreement; or

(h) A default or event of default shall occur at any time under the
terms of any other agreement involving borrowed money or the extension of
credit or any other Indebtedness under which any Guarantor or Subsidiary of
any Guarantor may be obligated as a borrower or guarantor in excess of
$5,000,000 (or to Kmart in respect of the Kmart Indemnity in excess of
$1,000,000) in the aggregate, and such breach, default or event of default
consists of the failure to pay (beyond any period of grace permitted with
respect thereto, whether waived or not) any Indebtedness when due (whether
at stated maturity, by acceleration or otherwise) or if such breach or
default permits or causes the acceleration of any Indebtedness (whether or
not such right shall have been waived) or the termination of any commitment
to lend;

(i) Any of the following occurs: (i) an Event of Default shall have
occurred under the Kmart Indemnity such that Kmart shall have the right
thereunder to exercise the rights granted to it pursuant to Sections
3(c)(ii) or 3(c)(iii) thereof in respect of more than two Premises (as such
term is defined therein), (ii) a Triggering Event shall have occurred under

any of the Note Put Agreements (other than a Triggering Event which is
"a Rating Decline" or a "Restructuring Event" (as such terms are defined in
the Note Put Agreements)) and such Triggering Event shall continue
unremedied for a period of sixty (60) days or (iii) any of the Guarantors
shall receive a "Put Notice" (as defined in the Note Put Agreements) which
states the occurrence of a Triggering Event that is a "Lease/Lease Guaranty
Default" or a "Lease Guaranty Termination" (as such terms are defined in the
Note Put Agreements), or (iv) any of the Guarantors shall receive a Put
Notice which states the occurrence solely of a Rating Decline or a
Restructuring Event, and, within five (5) Business Days of receipt of such
Put Notice, the Guarantors shall have failed to deliver to the Lenders
documentation satisfactory to the Required Lenders showing that the Notes as
to which the Put Notice was received will be refinanced on the Tenant
Purchase Date with Permitted Sutro Refinancing Indebtedness on the terms
permitted under Section 12.01(l) of the Guarantee;

(j) Any final judgments or orders for the payment of money in excess
of $5,000,000 in the aggregate shall be entered against all or any of the
Guarantors by a court having jurisdiction in the premises (other than a
judgment or order as to which such Guarantor's insurance company has
accepted full liability in writing) which judgment is not discharged,
satisfied, vacated, bonded or stayed pending appeal within a period of
thirty (30) days from the date of entry;

(k) any final judgments or orders for the payment of money in excess
of $100,000 in the aggregate shall be entered against the Borrower or the
Investor by a court having jurisdiction in the premises (other than a
judgment or order as to which the Borrower's or the Investor's insurance
company has accepted full liability in writing) which judgment is not
discharged, satisfied, vacated, bonded or stayed pending appeal within a
period of thirty (30) days from the date of entry;

(l) Any of the Credit Documents shall cease to be a legal, valid and
binding agreement enforceable against the party executing the same or such
party's successors and assigns (as permitted under the Credit Documents) in
accordance with the respective terms thereof or shall in any way be
terminated (except in accordance with its terms) or become or be declared
ineffective or inoperative in any material respect or shall in any way be
challenged or contested or cease to give or provide the respective rights,
titles, interests, remedies, powers or privileges intended to be created
thereby (except if caused by the event described in Section 10.10);

(m) Any Guarantor ceases to be Solvent or admits in writing its
inability to pay its debts as they mature;

(n) Any of the following occurs: (i) any Reportable Event, which the
Administrative Agent determines in good faith constitutes grounds for the
termination of any Plan by the PBGC or the appointment of a trustee to
administer or liquidate any Plan, shall have occurred and be continuing;
(ii) proceedings shall have been instituted or other action taken to
terminate any Plan, or a termination notice shall have been filed with
respect to any Plan; (iii) a trustee shall be appointed to administer or
liquidate any Plan; (iv) the PBGC shall

give notice of its intent to institute proceedings to terminate any Plan
or Plans or to appoint a trustee to administer or liquidate any Plan; (v)
any Guarantor or its Subsidiary adopts, sponsors, maintains or makes
contributions to any Plan, any Multiemployer Plan, any Multiple Employer
Plan or any Benefit Arrangement that provides benefits to retirees (other
than the Benefit Arrangement of Xxxxxx described on Schedule 6.1(t)); and,
in the case of each occurrence of (i), (ii), (iii), (iv) above or any
occurrence under such Benefit Arrangement of Xxxxxx, the Administrative
Agent determines in good faith that the amount of the liability of the
Company and its Subsidiaries in respect thereof could reasonably be expected
to individually or in the aggregate have a Material Adverse Effect;

(o) Any Guarantor ceases to conduct its business as contemplated or
such Guarantor is enjoined, restrained or in any way prevented by court
order from conducting all or any material part of its business and such
injunction, restraint or other preventive order is not dismissed within
thirty (30) days after the entry thereof;

(p) Any Change in Control shall occur;

(q) Any circumstances or events shall occur which individually or in
the aggregate could reasonably be expected to have a Material Adverse
Effect;

(r) A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect
of any Guarantor, the Borrower or the Investor in an involuntary case under
any applicable bankruptcy, insolvency, reorganization or other similar law
now or hereafter in effect or for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar
official) of any Guarantor, the Borrower or the Investor, as the case may
be, for any substantial part of its property, or for the winding-up or
liquidation of its affairs, and such proceeding shall remain undismissed or
unstayed and in effect for a period of thirty (30) consecutive days or such
court shall enter a decree or order granting any of the relief sought in
such proceeding; or

(s) Any Guarantor, the Borrower or the Investor shall commence a
voluntary case under any applicable bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect, shall consent to the entry
of an order for relief in an involuntary case under any such law, or shall
consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or other similar
official) of itself or for any substantial part of its property or shall
make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any action in
furtherance of any of the foregoing.

then, and in any such event, (A) if such event is an Event of Default specified
in paragraphs (m), (r) or (s) above, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement and the Notes shall
immediately become due and payable, and (B) if such event is any other Event of
Default, either or both of the following actions may be taken: (i) with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative

Agent shall, by notice to the Borrower, declare the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement and
the Notes to be due and payable forthwith, whereupon the same shall immediately
become due and payable (any of the foregoing occurrences or actions referred to
in clause (A) or (B) above, an "Acceleration"). Except as expressly provided
above in this Article IX, presentment, demand, protest and all other notices of
any kind are hereby expressly waived.

ARTICLE X.
THE AGENTS

10.01 Appointment. Each Lender hereby irrevocably designates and appoints
the Administrative Agent, the Syndication Agent and the Real Estate
Administrative Agent, as the agents of such Lender under this Agreement and the
other Operative Agreements, and each such Lender irrevocably authorizes each
Agent, in such capacity, to take such action on its behalf under the provisions
of this Agreement and the other Operative Agreements and to exercise such
powers and perform such duties as are expressly delegated to each Agent by the
terms of this Agreement and the other Operative Agreements, together with such
other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement, none of the Agents shall
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Operative Agreement or otherwise exist against
any Agent. Without limiting the generality of the foregoing, the use of the
term "agent" in this Agreement with the reference to the Agents is not intended
to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead, such term is used merely
as a matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

10.02 Delegation of Duties. Each Agent may execute any of its duties under
this Agreement and the other Operative Agreements by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. None of the Agents shall be responsible for
the negligence or misconduct of any agents or attorneys in-fact selected by it
with reasonable care.

10.03 Exculpatory Provisions. None of the Agents nor any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (a)
liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Operative
Agreement (except for its or such Person's own gross negligence or willful
misconduct) or (b) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower or any
Guarantor or any officer thereof contained in this Agreement or any other
Operative Agreement or in any certificate, report, statement or other document
referred to or provided for in, or received by any Agent under or in connection

with, this Agreement or any other Operative Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Operative Agreement or for any failure of the Borrower
or any Guarantor to perform its obligations hereunder or thereunder. None of
the Agents shall be under any obligation to any Lender to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Operative Agreement, or to
inspect the properties, books or records of the Borrower or any Guarantor.

10.04 Reliance by Agents. Each Agent shall be entitled to rely, and shall
be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Agents. Each Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. Any Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other
Operative Agreement unless it shall first receive such advice or concurrence of
the Required Lenders as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. Each Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Operative Agreements
in accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Notes.

10.05 Notice of Default. None of the Agents shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event
that the Administrative Agent receives such a notice, the Administrative Agent
shall promptly give notice thereof to the Lenders, the Syndication Agent and
the Real Estate Administrative Agent. Each Agent shall take such action with
respect to such Default or Event of Default as shall be directed by the
Required Lenders; provided, that unless and until such Agent shall have
received such directions, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

10.06 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that none of the Agents nor any of their officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations
or warranties to it and that no act by any Agent hereinafter taken, including
any review of the affairs of the Borrower or any Guarantor, shall be deemed to
constitute any representation or warranty by such Agent to any Lender. Each
Lender represents to the Agents that it has, independently and without reliance
upon any Agent or any Lender, and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition

and creditworthiness of the Borrower and the Guarantors and made its own
decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon
any Agent or any Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement
and the other Operative Agreements, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Borrower and the Guarantors.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Agents hereunder, none of the Agents shall have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower or any Guarantor
which may come into the possession of any Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

10.07 Indemnification. Each Lender agrees to indemnify each Agent in its
capacity as such (to the extent not reimbursed by the Borrower or the
Guarantors and without limiting the obligation of the Borrower and the
Guarantors to do so), ratably according to its Ratable Share in effect on the
date on which indemnification is sought under this Section 10.07 (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with its Ratable Share immediately prior to such date), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, or reasonable out-of- pocket costs, expenses or
disbursements, of any kind whatsoever which may at any time (including, at any
time following the payment of the Notes) be imposed on, incurred by or asserted
against any Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Operative Agreements or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any Agent
under or in connection with any of the foregoing; provided, that no Lender
shall be liable to an Agent for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements (a) if the same results from that Agent's gross
negligence or willful misconduct, or (b) if such Lender was not given notice of
the subject claim and the opportunity to participate in the defense thereof, at
its expense (except that such Lender shall remain liable to the extent such
failure to give notice does not result in a loss to the Lender), or (c) if the
same results from a compromise and settlement agreement entered into without
the consent of such Lender, which shall not be unreasonably withheld. The
agreements in this Section 10.07 shall survive the payment of the Notes and all
other amounts payable hereunder.

10.08 Agents in Their Individual Capacity. The Agents and their Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower or any Guarantor as though the Agents were not
Agents hereunder and under the other Operative Agreements. With respect to its
Loans made or renewed by it and any Note issued to it, the Agents shall have
the same rights and powers under this Agreement and the other Operative
Agreements as any Lender and may exercise the same as though it were not an
Agent, and the terms "Lender" and "Lenders" shall include the Agents in their
individual capacity.

10.9 Successor Agents. Any of the Agents (a) may resign as an Agent, or
(b) shall resign if such resignation is requested by the Required Lenders (it
being understood that the Agent's Loans and Commitment shall be considered in
determining whether the Required Lenders have requested such resignation) or
required by Section 5.04(b), in either case of (a) or (b) by giving not less
than thirty (30) days' prior written notice to the Company. If any Agent shall
resign as an Agent under this Agreement and the other Operative Agreements,
then either (a) the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, subject to the consent of the Company (unless
and until an Event of Default has occurred and is continuing, after which no
consent of the Company shall be required), such consent not to be unreasonably
withheld, or (b) if a successor agent shall not be so appointed and approved
within the thirty (30) day period following the Agent's notice to the Lenders
of its resignation, then the resigning Agent shall appoint, with the consent of
the Company (unless and until an Event of Default has occurred and is
continuing, after which no consent of the Company shall be required), such
consent not to be unreasonably withheld, a successor agent who shall serve as
Administrative Agent, Syndication Agent or Real Estate Administrative Agent, as
the case may be, until such time as the Required Lenders appoint and the
Company consents to the appointment of a successor agent. Upon its appointment
pursuant to either clause (a) or (b) above, such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, Syndication Agent
or Real Estate Administrative Agent, as the case may be, and the term
"Administrative Agent," "Syndication Agent" or "Real Estate Administrative
Agent" shall mean such successor agent, effective upon its appointment, and the
former Agent's rights, powers and duties as an Agent shall be terminated
without any other or further act or deed on the part of such former Agent or
any of the parties to this Agreement or the other Operative Agreements. After
the resignation of any Agent hereunder, the provisions of this Article X shall
inure to the benefit of such former Agent and such former Agent shall not by
reason of such resignation be deemed to be released from liability for any
actions taken or not taken by it while it was an Agent under this Agreement.

10.10 [Reserved]

10.11 Availability of Funds. Unless the Administrative Agent shall have
been notified by a Lender prior to the date upon which a Loan is to be made
that such Lender does not intend to make available to the Administrative Agent
such Lender's portion of such Loan, the Administrative Agent may assume that
such Lender has made or will make such proceeds available to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption (but shall not be required to), make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Agent by such Lender, the Administrative Agent
shall be entitled to recover such amount on demand from such Lender (or, if
such Lender fails to pay such amount forthwith upon such demand from the
Borrower) together with interest thereon, in respect of each day during the
period commencing on the date such amount was made available to the Borrower
and ending on the date the Administrative Agent recovers such amount, at a rate
per annum equal to the applicable Federal Funds Effective Rate if recovered
from such Lender or equal to the applicable interest rate in respect of the
Loan if recovered from the Borrower.

10.12 Calculations. In the absence of gross negligence or willful
misconduct, the Administrative Agent shall not be liable for any error in
computing the amount payable to any Lender whether in respect of the Loans,
Fees or any other amounts due to the Lenders under this Agreement. In the
event an error in computing any amount payable to any Lender is made, the
Administrative Agent, the Borrower, each Guarantor and each affected Lender
shall, forthwith upon discovery of such error, make such adjustments as shall
be required to correct such error, and any compensation therefor will be
calculated at the Federal Funds Effective Rate.

10.13 Beneficiaries. Except as expressly provided herein, the provisions
of this Article X are solely for the benefit of the Agents and the Lenders, and
the Borrower and the Guarantors shall not have any rights to rely on or enforce
any of the provisions hereof. In performing their functions and duties under
this Agreement, the Agents shall act solely as agent of the Lenders and do not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for any of the Borrower.

ARTICLE XI.
MATTERS RELATING TO PAYMENTS AND COLLATERAL

11.1 The Credit Agreement Account. (a) The Administrative Agent shall
establish an account (the "Credit Agreement Account") into which the
Administrative Agent and the Real Estate Administrative Agent shall deposit all
payments, receipts and other consideration of any kind whatsoever received by
the Administrative Agent or the Real Estate Administrative Agent pursuant to
the Assignment of Lease or this Agreement or any other Operative Agreement.

(b) Payments deposited from time to time in the Credit Agreement Account
shall be paid out as follows:

(i) Any amount received by the Borrower under Section 9.01(b)(i) of a
Project Loan Agreement or an Agree Project Loan Agreement and paid to the
Administrative Agent under Section 4.08 shall be paid out of the Credit
Agreement Account by the Administrative Agent on the relevant Interest
Payment Date and shall be applied ratably to the payment of interest on the
Loans which is due and payable on such date (other than Overdue Interest)
until such interest has been paid in full.

(ii) Except as otherwise provided in Section 11.01(c), any amount
received by the Borrower under Section 9.01(b)(ii) of a Project Loan
Agreement and paid to the Administrative Agent under Section 5.05 shall be
paid out of the Credit Agreement Account by the Administrative Agent
promptly after receipt and shall be applied ratably to the Tranche A Loans
and the Tranche B Loans on the date received by the Administrative Agent.

(iii) Except as otherwise provided in Section 11.01(c), any amount
received by Borrower under Section 9.01(b)(iii) of a Project Loan Agreement
and paid to the Administrative Agent under Section 5.05 shall be paid out of
the Credit

Agreement Account by the Administrative Agent promptly after receipt and shall
be applied ratably to the Tranche A Loans and the Tranche B Loans on the date
received by the Administrative Agent.

(iv) Except as otherwise provided in Section 11.01(c), any Net Sales
Proceeds received by Borrower under Section 9.01(b)(iv) of a Project Loan
Agreement and paid to the Administrative Agent under Section 5.05 shall be
paid out of the Credit Agreement Account by the Administrative Agent
promptly after receipt, and shall be applied, on the date received by the
Administrative Agent, first, ratably to the payment of the principal of
Tranche B Loans then outstanding in an amount not to exceed the product of
(x) the outstanding principal amount of the Project Loan in respect of such
Property and (y) the Modified Tranche B Percentage in respect of such
Property, and second, to the extent such payment exceeds the maximum amount
payable pursuant to the foregoing provisions of this paragraph (iv), ratably
to the payment of the principal of Tranche A Loans then outstanding in an
amount not to exceed the product of (x) the outstanding principal amount of
the Project Loan in respect of such Property and (y) the Modified Tranche A
Percentage in respect of such Property.

(v) Except as otherwise provided in Section 11.01(c), any Excess Sales
Proceeds received by the Borrower under Section 9.01(b)(iv) in a Project
Loan Agreement and contained in the Credit Agreement Account on the Maturity
Date shall be applied, on the date received by the Administrative Agent, as
follows (which application shall be made immediately prior to any
application made on such date of amounts contained in the Credit Agreement
Account pursuant to Section 11.02): first, ratably to the payment of the
principal of Tranche B Loans then outstanding in an amount not to exceed the
product of (x) the outstanding principal amount of the Project Loan in
respect of such Property and (y) the Modified Tranche B Percentage in
respect of such Property, and second, to the extent such payment exceeds the
maximum amount payable pursuant to the foregoing provisions of this
paragraph (v), ratably to the payment of the principal of Tranche A Loans
then outstanding in an amount not to exceed the product of (x) the
outstanding principal amount of the Project Loan in respect of such Property
and (y) the Modified Tranche A Percentage in respect of such Property.

(vi) Any amount received by the Borrower under Section 9.01(b)(v) of a
Project Loan Agreement or an Agree Project Loan Agreement and paid to the
Administrative Agent under Section 5.05 shall be paid out of the Credit
Agreement Account by the Administrative Agent promptly after receipt and
shall be applied ratably, on the date received by the Administrative Agent,
to the payment of the principal of Tranche A Loans then outstanding.

(vii) Except as otherwise provided in Section 11.01(c), any amount
received by the Borrower under Section 9.01(b)(vi) of a Project Loan
Agreement and paid to the Administrative Agent under Section 5.05 shall be
paid out of the Credit

Agreement Account by the Administrative Agent promptly after receipt and
shall be applied ratably, on the date received by the Administrative Agent,
to the payment of the principal of Tranche B Loans then outstanding.

(viii) Any amount received by the Borrower under Section 9.01(b)(vii)
of a Project Loan Agreement or an Agree Project Loan Agreement and paid to
the Administrative Agent under Section 5.05 shall be paid out of the Credit
Agreement Account by the Administrative Agent promptly after receipt, and
shall be applied, on the date received by the Administrative Agent, to the
payment of any amounts then owing to the Agents, the Lenders and the other
parties to the Operative Agreements (or any of them) (other than any such
amounts payable pursuant to the preceding provisions of this Section
11.01(a)) as shall be designated by the Administrative Agent in accordance
with the provisions of this Agreement.

(c) Any amount received by the Borrower under Sections 9.01(b)(ii), (iii),
(iv), (v) and (vi) of an Agree Project Loan Agreement and paid to the
Administrative Agent under Section 5.05 shall be paid out of the Credit
Agreement Account by the Administrative Agent promptly after receipt thereof
and shall be applied to the Tranche A Loans on the date received by the
Administrative Agent.

(d) Upon the termination of the Commitments and the Swing Commitment and
the payment in full of the Loans and all other amounts owing by the Borrower or
any Guarantor hereunder or under any other Operative Agreement, any moneys
remaining in the Credit Agreement Account shall be paid to the Borrower or such
other Person or Persons as the Borrower may designate.

11.20 Proceeds of Collateral; Proceeds Remaining in Credit Agreement
Account. (a) All moneys collected by the Administrative Agent or the Real
Estate Administrative Agent upon any sale or other disposition of the
Collateral pursuant to any Security Document, together with all other moneys
received by the Administrative Agent or the Real Estate Administrative Agent
thereunder (except as otherwise specified in Section 11.01) and (b) all
moneys contained in the Credit Agreement Account on the date of an
Acceleration or on the Maturity Date (if the Loans have not then been repaid
in full), or deposited in the Credit Agreement Account thereafter shall be
applied as follows:

First, to the payment of (x) any and all sums advanced by the Administrative
Agent or the Real Estate Administrative Agent in order to preserve the
Collateral or preserve its security interest therein and (y) the expenses of
retaking, holding, preparing for sale or lease, selling or otherwise
disposing or realizing on the Collateral, or of any exercise by the
Administrative Agent or the Real Estate Administrative Agent of its rights
under the Security Documents, together with attorneys' fees and court costs;

Second, to the amounts then due and unpaid for interest accrued on the
Loans, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Loans for accrued interest;

Third, to the payment of the amounts then due and unpaid for principal of
the Tranche B Loans, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Tranche B Loans in respect of
principal;

Fourth, to the payment of the amounts then due and unpaid for principal of
the Tranche A Loans, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Tranche A Loans in respect of
principal;

Fifth, to the payment of any other amounts then due and unpaid in respect of
any other obligations of the Borrower to any Agent or any Lender hereunder or
under any other Operative Agreement, ratably, without preference or priority
of any kind, according to the amounts so due and payable; and

Sixth, to the extent moneys remain after application pursuant to clauses
First through Fifth above, to the Borrower or to whomever may be lawfully
entitled to receive such surplus.

ARTICLE XII.
MISCELLANEOUS

12.01 Amendments and Waivers. Neither this Agreement, any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 12.01 and
Section 15.05 of the Participation Agreement. The Required Lenders may, or,
with the written consent of the Required Lenders, the Administrative
Agent may, from time to time, (a) subject to receipt of the written consent of
the Lessees, enter into with the Borrower or the Guarantors, as applicable,
written amendments, supplements or modifications to the Credit Documents for the
purpose of adding any provisions to the Credit Documents or changing in any
manner the rights of the Agents, the Lenders, the Borrower or the Guarantors
thereunder or (b) waive, on such terms and conditions as the Required Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of the Credit Documents or any Default or Event of
Default and its consequences. In addition, the Administrative Agent may from
time to time consent in writing to amendments, supplements, modifications or
waivers with respect to any Operative Agreement (other than the Credit
Documents), subject to receipt of the prior written consent of the Required
Lenders. Notwithstanding the foregoing, no such amendment, supplement,
modification or waiver shall (i) reduce the amount or extend the scheduled date
of maturity of any Note, or reduce the stated rate of any interest payable
hereunder (other than as a result of waiving the applicability of any
post-default increase in interest rates) or any Fees payable under the
Participation Agreement, or extend the scheduled date of any payment of such
interest or Fees, or increase the amount or extend the expiration date of any
Lender's Commitment, in each case without the consent of each Lender directly
affected thereby, or (ii) amend, modify or waive any provision of Sections 5.02,
12.01 or 12.08, or alter any provision regarding the pro rata treatment of the
Lenders, or reduce the percentage specified in the definition of Required
Lenders, or consent to the assignment or transfer by the Borrower or any
Guarantor of any of its right and obligations under the Credit Documents, or
release

a material portion of the Collateral, or change any requirement providing for
the Lenders or the Required Lenders to authorize the taking of any action
hereunder, or increase the aggregate amount of the Commitments of the Lenders
to an amount greater than $250,000,000, or release any Guarantor the assets of
which represent 5% or 12.2 more of the consolidated total assets of
the Company and its Subsidiaries, in each case without the written consent of
all the Lenders, or (iii) amend, modify or waive any provision of Article X
without the written consent of each affected Agent. Any such waiver and any
such amendment, supplement or modification shall apply equally to each of the
Lenders and shall be binding upon the Borrower, the Guarantors, the Lenders, the
Agents and all future holders of the Notes. In the case of any waiver, the
Borrower, the Guarantors, the Lenders and the Agents shall be restored to their
former position and rights under the Credit Documents, and any Default or Event
of Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon. Notwithstanding anything to the contrary
in this Section 12.01, no Agreement, waiver or consent which would modify the
interests, rights or obligations of the Syndication Agent in its capacity as
Syndication Agent shall be effective without the written consent of the
Syndication Agent, no agreement, waiver or consent which would modify the
interests, rights or obligations of the Real Estate Administrative Agent in its
capacity as Real Estate Administrative Agent shall be effective without the
written consent of the Real Estate Administrative Agent and no agreement, waiver
or consent which would modify the interests, rights or obligations of the Swing
Lender in its capacity as Swing Lender shall be effective without the written
consent of the Swing Lender.

12.02 Notices; Lending Offices. All notices, requests and demands to or
upon the respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of
telecopy notice, when received, addressed as follows in the case of the
Borrower and the Agents, and as set forth in Schedule II, in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Notes:

The Borrower: Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Department
Telecopy: (000) 000-0000

with a copy to: Borders, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000

The Administrative
Agent: PNC Bank, National Association

One PNC Plaza, 4th Floor Annex
0xx Xxxxxx & Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention:Multi-Bank Loan Administration - Xxxxxx Xxxxx
Telecopy: (000) 000-0000

The Syndication
Agent: The First National Bank of Chicago
14th Floor, Suite 0086
One First Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Telecopy: (000) 000-0000

The Real Estate
Administrative
Agent: Bankers Trust Company
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000

provided, that any notice, request or demand to or upon the Agents or the
Lenders pursuant to Section 2.02, 2.03, 3.02 or 4.02 shall not be effective
until received. The addresses set forth in Schedule II shall be the Lending
Offices. Each Lender may change its Lending Office by written notice to the
other parties hereto.

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

12.04 Survival of Representations and Warranties. All representations and
warranties made hereunder, in the other Credit Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and
the making of the Loans hereunder.

12.05 Payment of Expenses and Taxes. The Borrower agrees to: (a) pay all
reasonable out-of-pocket costs and expenses of (i) the Agents, whether or not
the transactions herein contemplated are consummated, in connection with the
negotiation, preparation, execution

and delivery of the Operative Agreements and the documents and instruments
referred to therein and any amendment, waiver or consent relating thereto
(including, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxx, as
counsel to the Administrative Agent and Xxxxxxx Xxxxxxx & Xxxxxxxx as counsel
to the Real Estate Administrative Agent, and (ii) the Agent and each of the
Lenders (A) in connection with the enforcement of the Operative Agreements and
the documents and instruments referred to therein (including, the reasonable
fees and disbursements of counsel for each of the Agents and for each of the
Lenders), (B) relating to any requested amendments, waivers or consents
pursuant to the provisions of the Operative Agreements, (C) in connection with
the enforcement of the Operative Agreements or collection of amounts due
thereunder or the proof and allowability of any claim arising under the
Operative Agreements, whether in bankruptcy or receivership proceedings or
otherwise, and (D) in any workout, restructuring or in connection with the
protection, preservation, exercise or enforcement of any of the terms of the
Operative Agreements or of any rights under the Operative Agreements or in
connection with any foreclosure, collection or bankruptcy proceedings; and (b)
pay and hold each of the Lenders harmless from and against any and all present
and future stamp and other similar taxes with respect to the foregoing matters
and save each of the Lenders harmless from and against any and all liabilities
with respect to or resulting from any delay or omission (other than to the
extent attributable to such Lender) to pay such taxes.

12.06 Holidays. Whenever any payment or action to be made or taken
hereunder shall be stated to be due on a day which is not a Business Day, such
payment or action shall be made or taken on the next following Business Day
(except as provided in the definition of "Interest Period"), and such extension
of time shall be included in computing interest or fees, if any, in connection
with such payment or action.

12.07 Funding by Branch, Subsidiary or Affiliate.

(a) Notional Funding. Each Lender shall have the right from time to time,
without notice to the Borrower, to deem any branch, Subsidiary or Affiliate
(which for the purposes of this Section 12.07 shall mean any corporation or
association which is directly or indirectly controlled by or is under direct or
indirect common control with any corporation or association which directly or
indirectly controls such Lender) of such Lender to have made, maintained or
funded any Loan to which the Euro-Rate Option applies at any time, provided,
that immediately following (on the assumption that a payment was then due from
the Borrower to such other office) and as a result of such change the Borrower
would not be under any greater financial obligation pursuant to Section 5.06
than they would have been in the absence of such change. Notional funding
offices may be selected by each Lender without regard to the Lender's actual
methods of making, maintaining or funding the Loans or any sources of funding
actually used by or available to such Lender.

(b) Actual Funding. Each Lender shall have the right from time to time to
make or maintain any Loan by arranging for a branch, Subsidiary or Affiliate of
such Lender to make or maintain such Loan subject to the last sentence of this
Section 12.07(b). If any Lender causes a branch, Subsidiary or Affiliate to
make or maintain any part of the Loans hereunder, all terms

and conditions of this Agreement shall, except where the context clearly
requires otherwise, be applicable to such part of the Loans to the same extent
as if such Loans were made or maintained by such Lender, provided, that in no
event shall any Lender's use of such a branch, Subsidiary or Affiliate to make
or maintain any part of the Loans hereunder cause such Lender or such branch,
Subsidiary or Affiliate to incur any cost or expenses payable by the Borrower
hereunder or require the Borrower to pay any other compensation to any Lender
(including any expenses incurred or payable pursuant to Section 5.06) which
would otherwise not be incurred.

12.08 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Lenders, the Agents, all future
holders of the Notes and their respective successors and assigns, except that
the Borrower may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender. Each Lender
may, at its own cost, make assignments of or sell participations in all or any
part of its Commitment and the Loans made by it to one or more Lenders or other
Persons, subject to the terms set forth herein:

(a) Assignments. Any Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time and from time to time assign
to any Lender or any affiliate of any Lender or to any Person in accordance
with the provisions of Section 2.09, or, with the consents of the Company
(unless and until an Event of Default has occurred and is continuing, after
which no consent of the Company shall be required) and the Administrative Agent
(neither of which shall be unreasonably withheld or delayed), to an additional
bank, financial institution or other entity (each, a "Purchasing Lender") all
or any part of its rights and obligations under this Agreement and the other
Operative Agreements pursuant to an Assignment and Acceptance, substantially in
the form of Exhibit J, executed by such Purchasing Lender, such assigning
Lender (and, in the case of a Purchasing Lender that is not a Lender or an
affiliate thereof, by the Borrower and the Administrative Agent) and delivered
to the Administrative Agent for its acceptance and recording in the Register;
provided, that (i) no such assignment to a Purchasing Lender (other than any
Lender or any affiliate thereof) shall be in an aggregate principal amount less
than $5,000,000 (other than in the case of an assignment of all of a Lender's
interests under this Agreement and the Notes) and (ii) after giving effect to
any such assignment (other than an assignment of all of a Lender's interests
under this Agreement and the Notes), the assigning Lender (together with any
Lender which is an affiliate of such assigning Lender) shall retain Loans
and/or Commitments aggregating not less than $5,000,000. Any such assignment
shall be ratable as between the Tranche A Loans and Tranche B Loans of the
assigning Lender. Upon such execution, delivery, acceptance and recording,
from and after the Effective Date determined pursuant to such Assignment and
Acceptance, (x) the Purchasing Lender thereunder shall be a party hereto and,
to the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with a Commitment as set forth therein, and
(y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto).
Notwithstanding anything to the contrary in this Agreement, the consent of the
Borrower shall not be required, and, unless requested by the relevant
Purchasing Lender and/or assigning Lender, new Notes shall not be required to
be executed and delivered by the Borrower, for

any assignment which occurs at any time when any of the events described in
Section 9(h) shall have occurred and be continuing. Upon its receipt of an
Assignment and Acceptance executed by an assigning Lender and a Purchasing
Lender (and, in the case of a Purchasing Lender that is not a Lender or an
affiliate thereof, by the Borrower and the Administrative Agent) together with
payment to the Administrative Agent of a registration and processing fee of
$3,500, the Administrative Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) promptly after the Effective Date determined pursuant
thereto, record the information contained therein in the Register and give
notice of such acceptance and recordation to the Lenders and the Borrower. On
or prior to such Effective Date, the Borrower, at its own expense, shall
execute and deliver to the Administrative Agent new Notes (in exchange for the
Notes of the assigning Lender), each in an amount equal to the Commitment
assumed by the relevant Purchasing Lender pursuant to such Assignment and
Acceptance, and, if the assigning Lender has retained a Commitment hereunder,
new Notes to the order of the assigning Lender, each in an amount equal to the
Commitment retained by it hereunder. Such new Notes shall be dated the
Effective Date and shall otherwise be in the form of the Notes replaced
thereby.

(b) Participations. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time sell to one or more
banks, financial institutions or other entities (each, a "Participant")
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Operative Agreements; provided, that any such
participation shall be ratable as between the Tranche A Loans and Tranche B
Loans of such Lender. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Note for all purposes under this Agreement
and the Notes, and the Borrower and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the Notes. In no event shall
any Participant have any right to approve any amendment or waiver of any
provision of this Agreement or any other Operative Agreement, or any consent to
any departure by the Borrower, any Guarantor or any other Person therefrom,
except to the extent that such amendment, waiver or consent would (a) reduce
the principal of, or interest on, any Loan or Note, or postpone the date of the
final maturity of any Loan or Note, or reduce the amount of any Fee, in each
case to the extent subject to such participation or (b) release all or
substantially all of the Collateral. The Borrower agrees that, while an Event
of Default shall have occurred and be continuing, if amounts outstanding under
this Agreement and the Notes are due or unpaid, or shall have been declared or
shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall, to the maximum extent permitted by applicable law, be
deemed to have the right of setoff in respect of its participating interest in
amounts owing under this Agreement and any Note to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under this Agreement or any Note, provided, that in purchasing such
participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in Section 12.10(a) as
fully as if it were a Lender hereunder. The Borrower also agrees that each
Participant shall be entitled to the benefits of Sections 4.03, 5.06, 12.05 and
12.10 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if it was a Lender; provided, that in the case
of Section

5.06(c), such Participant shall have complied with the requirements of said
Section and provided, further, that no Participant shall be entitled to receive
any greater amount pursuant to any such Section than the transferor Lender
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

(c) Other Provisions. Any Purchasing Lender or Participant which is not
incorporated under the Laws of the United States of America or a state thereof
shall deliver to the Borrower and the Administrative Agent the form of
certificate described in Section 12.21 relating to Federal income tax
withholding and the Lender who makes an assignment or sells a participation
shall cause the assignee or participant to comply with the provisions of
Section 12.21. Each Lender may furnish any publicly available information
concerning the Company or its subsidiaries and any other information concerning
the Company or its Subsidiaries in the possession of such Lender from time to
time to Purchasing Lenders and Participants (including prospective assignees or
participants), provided that such assignees and participants agree to be bound
by the provisions of Section 12.19.

12.09 The Register; Disclosure; Pledges to Federal Reserve Banks. (a) The
Administrative Agent shall maintain at its address referred to in Section 12.02
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders, the
Commitments of the Lenders, and the principal amount of the Loans owing to each
Lender from time to time. The entries in the Register shall be conclusive, in
the absence of clearly demonstrable error, and the Borrower, the Agents and the
Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loan recorded therein for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

(b) Nothing herein shall prohibit any Lender from pledging or assigning
any Note to any Federal Reserve Bank in accordance with applicable law.

12.10 Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 9(h), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such Benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

(b) In addition to any rights now or hereafter granted under applicable
law or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Agent and each Lender is hereby
authorized at any time or from time to time, without

presentment, demand, protest or other notice of any kind to the Borrower or to
any other Person, any such notice being hereby expressly waived, to set off and
to appropriate and apply any and all deposits (general or special) and any
other Indebtedness at any time held or owing by such Agent or such Lender
(including, by branches and agencies of such Agent or such Lender wherever
located) to or for the credit or the account of the Borrower against and on
account of the obligations and liabilities of the Borrower to such Agent or
such Lender under this Agreement or under any of the other Operative
Agreements, including, all interests in obligations of the Borrower purchased
by any such Lender pursuant to Section 12.10(a), and all other claims of any
nature or description arising out of or connected with this Agreement or any
other Operative Agreement, irrespective of whether or not such Agent or such
Lender shall have made any demand hereunder and although said obligations,
liabilities or claims, or any of them, shall be contingent or unmatured, and
regardless of any difference between the currency of the Loans or other
Obligations and the currency of such debt owing to or funds held for the
account of the Borrower.

12.11 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

12.12 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

12.13 Integration. This Agreement and the other Credit Documents represent
the agreement of the Borrower, the Agents and the Lenders with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by any Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Credit Documents.

12.14 GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

12.15 Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably
and unconditionally:

(a) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Credit Documents to which it is a
party, or for recognition and enforcement of any judgement in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court and agrees not to plead or
claim the same;

(b) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Borrower at its
address set forth in Section 12.02 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

(c) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to xxx
in any other jurisdiction; and

(d) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in
this Section 12.15 any special, exemplary, punitive or consequential damages.

12.16 Acknowledgments. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the Notes and the other Credit Documents;

(b) neither any Agent nor any Lender has any fiduciary relationship with
or duty to the Borrower arising out of or in connection with this Agreement
or any of the other Credit Documents, and the relationship between Agents and
Lenders, on one hand, and the Borrower, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Credit Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrower and the Lenders.

12.17 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR
ANY COUNTERCLAIM THEREIN.

12.18 Waivers by Borrower. Except as otherwise provided for in this
Agreement and the other Credit Documents, the Borrower waives (i) presentment,
demand and protest and notice of presentment, protest, default, non-payment,
maturity, release, compromise, settlement, extension or renewal of any or all
commercial paper, accounts, contract rights, documents, instruments, chattel
paper and guaranties at any time held by the Borrower on which the Borrower may
in any way be liable and hereby ratifies and confirms what the Administrative
Agent or the Real

Estate Administrative Agent may do in this regard; (ii) the benefit of all
valuation, appraisement and exemption laws; and (iii) any right the Borrower
may have upon payment in full of its obligations to require any Agent or any
Lender to terminate its security interest in any property of the Borrower until
termination of this Agreement in accordance with its terms and the execution by
the Administrative Agent and the Borrower, and by any Person whose loans to the
Borrower are used in whole or in part to satisfy the Obligations, of an
agreement indemnifying the Agents and the Lenders from any loss or damage the
Agents or the Lenders may incur as the result of dishonored checks or other
items of payment received by the Agents from the Borrower and applied to the
Obligations.

12.19 Tax Withholding Forms. Each Lender or Purchasing Lender or
Participant that is not incorporated under the Laws of the United States of
America or a state thereof agrees that it will deliver to each of the Borrower
and the Administrative Agent two (2) duly completed copies of the following:
(i) Internal Revenue Service Form W-9 or W-8 and 4224 or 1001, or other
applicable form prescribed by the Internal Revenue Service, certifying that
such Lender, Purchasing Lender or Participant is entitled to receive payments
under this Agreement and the other Credit Documents without deduction or
withholding of any United States Federal income taxes, or is subject to
such tax at a reduced rate under an applicable tax treaty, or (ii) a certificate
of the Lender, Purchasing Lender or Participant indicating that no such
exemption or reduced rate is allowable with respect to such payments. Each
Purchasing Lender or Participant shall deliver such form or certificate on or
before the Effective Date of such assignment or participation. Each Lender,
assignee or participant which so delivers a Form W-8, W-9, 4224 or 1001 further
undertakes to deliver to each of the Borrower and the Administrative Agent two
(2) additional copies of such form (or a successor form) on or before the date
that such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, either certifying that
such Lender, Purchasing Lender or Participant is entitled to receive payments
under this Agreement and the other Credit Documents without deduction or
withholding of any United States Federal income taxes or is subject to such tax
at a reduced rate under an applicable tax treaty or stating that no such
exemption or reduced rate is allowable. The Administrative Agent shall be
entitled to withhold United States Federal income taxes at the full withholding
rate unless the Lender, Purchasing Lender or Participant establishes an
exemption or that it is subject to a reduced rate as established pursuant to the
above provisions.

12.20 Effective Date Transition Provision. Immediately after the Effective
Date, Xxxxx Fargo Bank, N.A., Credit Lyonnais, NationsBank, N.A. (Carolinas),
U.S. National Bank of Oregon, Mitsubishi Trust and Banking Corp., The Fuji
Bank, Limited, The Sumitomo Bank, Ltd. and The Tokai Bank, Ltd. shall cease to
be Lenders under, and shall cease to have any rights, benefits or obligations
under, this Agreement or any other Loan Document, except Xxxxx Fargo Bank,
N.A., Credit Lyonnais, NationsBank, N.A. (Carolinas), U.S. National Bank of
Oregon, Mitsubishi Trust and Banking Corp., The Fuji Bank, Limited, The
Sumitomo Bank, Ltd. and The Tokai Bank, Ltd. shall continue to have: (a)
obligations arising under Section 10.07 insofar as such obligations relate to
events occurring prior to the Effective Date; and (b) rights and benefits
arising under Sections 5.06 and 12.05 insofar as such rights and benefits
relate to events occurring prior to the Effective Date.

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

WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
stated herein, but solely as Owner
Trustee

By:
-------------------------------------
Title:
-------------------------------

PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent

By:
-------------------------------------
Title:
-------------------------------

THE FIRST NATIONAL BANK OF CHICAGO,
as Syndication Agent

By:
-------------------------------------
Title:
-------------------------------

BANKERS TRUST COMPANY, as Real Estate
Administrative Agent

By:
-------------------------------------
Title:
-------------------------------

Lenders

PNC BANK, NATIONAL ASSOCIATION

By:
-------------------------------------
Title:
-------------------------------

THE FIRST NATIONAL BANK OF CHICAGO

By:
-------------------------------------
Title:
-------------------------------

BANKERS TRUST COMPANY

By:
-------------------------------------
Title:
-------------------------------
50

FIRST UNION NATIONAL BANK

By:
-------------------------------------
Title:
-------------------------------

FLEET NATIONAL BANK

By:
-------------------------------------
Title:
-------------------------------

KEYBANK NATIONAL ASSOCIATION

By:
-------------------------------------
Title:
-------------------------------

COMERICA BANK

By:
-------------------------------------
Title:
-------------------------------

XXXXXX GUARANTY TRUST COMPANY,
OF NEW YORK

By:
-------------------------------------
Title:
-------------------------------

UNION BANK OF CALIFORNIA, N.A.

By:
-------------------------------------
Title:
-------------------------------
51

CORESTATES BANK, N.A.

By:
-------------------------------------
Title:
-------------------------------

BANQUE NATIONALE DE PARIS

By:
-------------------------------------
Title:
-------------------------------

SUNTRUST BANK, ATLANTA

By:
-------------------------------------
Title:
------------------------------

BANK BOSTON, N.A.

By:
-------------------------------------
Title:
-------------------------------

HIBERNIA NATIONAL BANK

By:
-------------------------------------
Title:
-------------------------------

THE NORTHERN TRUST COMPANY

By:
-------------------------------------
Title:
-------------------------------

BANK OF NEW YORK

By:
-------------------------------------
Title:
-------------------------------

MERCANTILE BANK

By:
-------------------------------------
Title:
-------------------------------

THE DAI-ICHI KANGYO BANK, LTD. -
CHICAGO BRANCH

By:
-------------------------------------
Title:
-------------------------------

FIRST HAWAIIAN BANK

By:
-------------------------------------
Title:
-------------------------------

BANK ONE, NATIONAL ASSOCIATION

By:
-------------------------------------
Title:
-------------------------------

LONG TERM CREDIT BANK OF JAPAN

By:
-------------------------------------
Title:
-------------------------------
53

WACHOVIA BANK, N.A.

By:
-------------------------------------
Title:
-------------------------------
54

SCHEDULE 1.01(A)

EURO-RATE MARGIN
BASE RATE MARGIN, FACILITY FEE RATE (1)

------------------------------------------------------------------------------------------------------------------------------------
LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
------------------------------------------------------------------------------------------------------------------------------------

If the
If the Company's Fixed If the
Company's Fixed Charge Coverage Company's Fixed
Charge Coverage Ratio EXCEEDS Charge Coverage If the
If the Ratio EXCEEDS 1.80 : 1.00 AND Ratio EXCEEDS Company's Fixed
Company's Fixed 2.00 : 1.00 AND IS LESS THAN OR 1.60 TO 1.0 AND Charge Coverage
Charge Coverage IS LESS OR EQUAL TO IS LESS THAN OR Ratio IS LESS
Ratio EXCEEDS EQUAL TO 2.00 : 1.00. EQUAL TO THAN OR EQUAL
2.20 : 1.00. 2.20 : 1.00. 1.80 : 1.00. TO 1.60 TO
1.00.
------------------------------------------------------------------------------------------------------------------------------------

Euro-Rate
Margin 14.5 17.5 20.0 22.5 32.5
------------------------------------------------------------------------------------------------------------------------------------
Base Rate
Margin 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------------------------

Facility Fee
Rate 8.0 10.0 12.5 15.0 17.5
------------------------------------------------------------------------------------------------------------------------------------

(1) All prices are expressed in basis points. A basis point is equal to 1/100
of 1%.

SCHEDULE II

COMMITMENTS OF LENDERS

ADDRESS FOR AMOUNT OF RATABLE
NAME OF LENDER NOTICES COMMITMENT SHARE*

PNC Bank, National National Corporate Banking-- $ 26,666,666.67 10.67%
Association Chicago Xxxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxx X. Xxxxx

The First National Bank of 14th Floor, Suite 0086 $ 26,481,481.48 10.59%
Chicago Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxx X. Xxxxx

Bankers Trust Company 000 Xxxxxxx Xxxxxx, 00xx Xxxxx $ 26,481,481.48 10.59%
Xxx Xxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Ms. Xxxxxxxx Xxxxx

First Union National Bank One First Xxxxx Xxxxxx, XX0 $ 14,814,814.81 5.92%
Xxxxxxxxx, XX 00000-0000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxx Xxxxxxx

Fleet National Bank Xxx Xxxxxxx Xxxxxx, XX0000 $ 14,814,814.81 5.92%
Xxxxxx, XX 00000-0000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxxx X. Xxxxxxx

KeyBank National 000 Xxxxxx Xxxxxx $ 14,814,814.81 5.92%
Association Xxxxxxxxx, XX 00000-0000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxx Xxxxxxxx

*Ratable Shares used for calculating Required Lenders, but not for loan
operation purposes, such as fundings and payments.

ADDRESS FOR AMOUNT OF RATABLE
NAME OF LENDER NOTICES COMMITMENT SHARE*

Comerica Bank One Detroit Center $ 14,814,814.81 5.92%
000 Xxxxxxxx Xxx.
Mail Code 0000 - 0xx Xxxxx
Xxxxxxx, XX 00000-0000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxx X. Xxxx

Xxxxxx Guaranty Trust c/o X.X. Xxxxxx & Company, Inc. $ 11,111,111.11 4.44%
Company of New York 22nd Floor
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Ms. Xxxxxxx Broadheim

Union Bank of California, 000 Xxxxxxxxxx Xxxxxx $ 11,111,111.11 4.44%
N.A. 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000-0000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxxx X. Xxxxx

CoreStates Bank, N.A. 0000 Xxxxxxxx Xxxxxx, FC 1-8-8-14 $ 9,259,259.26 3.70%
Xxxxxxxxxxxx, XX 00000-0000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxx Xxxxx Xxxxxxxxxxx

Banque Xxxxxxxxx xx Xxxxx Xxxxx 000 $ 9,259,259.26 3.70%
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxxxxx Xxxxx

SunTrust Bank, Xxxxxxx 00xx Xxxxx $ 9,259,259.26 3.70%
00 Xxxx Xxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxx X. Xxxxxxx

*Ratable Shares used for calculating Required Lenders, but not for loan
operation purposes, such as fundings and payments.

ADDRESS FOR AMOUNT OF RATABLE
NAME OF LENDER NOTICES COMMITMENT SHARE*

Bank Boston, N.A. 000 Xxxxxxx Xxxxxx $ 9,259,259.26 3.70%
Xxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxx Xxxxx

Hibernia National Bank 12th Floor $ 7,407,407.41 2.96%
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxxx Xxxx

The Northern Trust Company Floor B-11 $ 5,555,555.56 2.22%
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxx X. Xxxxxx

The Bank of New York One Xxxx Xxxxxx, 0xx Xxxxx $ 5,555,555.56 2.22%
Xxx Xxxx, XX 00000
FAX: (000) 000-0000, 1481
Phone: (000) 000-0000
Attn: Xx. Xxxxxxx X. Xxxxxxxx

Mercantile Bank 12th Floor $ 5,555,555.56 2.22%
000 Xxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxx Xxxxx

The Dai-Ichi Kangyo Bank, 00 X. Xxxxxx Xxxxx $ 5,555,555.56 2.22%
Ltd.--Chicago Branch 00xx Xxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxxx Xxxxxxxxx

*Ratable Shares used for calculating Required Lenders, but not for loan
operation purposes, such as fundings and payments.

ADDRESS FOR AMOUNT OF RATABLE
NAME OF LENDER NOTICES COMMITMENT SHARE*

First Hawaiian Bank 000 Xxxxxx Xxxxxx $ 5,555,555.56 2.22%
00xx Xxxxx
Xxxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Mr. Xxxxxxx Xxxxxxx

Xxxx Xxx, Xxxxxxxx 0xx Xxxxx $ 5,555,555.56 2.22%
Association 000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxx Xxxxxx

Long Term Credit Bank of Xxxxx 000 $ 5,555,555.56 2.22%
Japan 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxxx Xxxxxxxx

Wachovia Bank 28th Floor $ 5,555,555.56 2.22%
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Phone: (000) 000-0000
Attn: Xx. Xxxxx X. Xxxxxxx
TOTAL $250,000,000.00 100%

*Ratable Shares used for calculating Required Lenders, but not for loan
operation purposes, such as fundings and payments.

Exhibit A-1 to
Credit Agreement

FORM OF TRANCHE A NOTE

$________________________

New York, New York
Dated as of November 22, 1995
Amended and Restated as of October ___, 1997

FOR VALUE RECEIVED, the undersigned, WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly stated in the Credit Agreement, as
hereinafter defined, but solely as Owner Trustee (the "Borrower"), hereby
unconditionally promises to pay to the order of ________ _______ (the "Lender")
at the office of PNC Bank, National Association, located at
______________________________________________, in lawful money of the United
States of America and in immediately available funds, on the Maturity Date (as
defined in the Credit Agreement referred to below), the principal amount of (a)
____________________ DOLLARS ($____________________), or, if less, (b) the
aggregate unpaid principal amount of all Tranche A Loans made by the Lender to
the Borrower pursuant to Section 2.01 of such Credit Agreement. The Borrower
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in Section 4.01 of such Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, Interest Rate Option and
amount of each Tranche A Loan made pursuant to the Credit Agreement and the
date and amount of each payment or prepayment of principal thereof, each
continuation thereof, each conversion of all or a portion thereof to another
Interest Rate Option and, in the case of Euro-Rate Borrowing Tranche, the
length of each Interest Period with respect thereto. Each such endorsement
shall constitute prima facie evidence of the accuracy of the information
endorsed. The failure to make any such endorsement or any error in such
endorsement shall not affect the obligations of the Borrower in respect of such
Tranche A Loan.

This Note (a) is one of the Tranche A Notes referred to in the Amended and
Restated Credit Agreement dated as of November 22, 1995 and amended and
restated as of October _____, 1997 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lender, the other banks and financial institutions from time to time parties
thereto and PNC Bank, National Association, as administrative agent (b) is
subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Credit
Documents. Reference is hereby made to the Credit Documents for a description
of the properties and assets in which a security interest has been granted, the
nature and extent of the security and the

Tranche A Note
60

guarantees, the terms and conditions upon which the security interests and each
guarantee were granted and the rights of the holder of this Note in respect
thereof.

Upon the occurrence of any one or more of the Events of Default, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

This Note is made by the Borrower in connection with the Credit Agreement.
Any unpaid balance of the indebtedness evidenced by the Original Note remains
outstanding as of the Effective Date. Any principal balance of this Note
includes the Borrower's indebtedness evidenced by the Original Note and this
Note (i) merely re-evidences the indebtedness evidenced by the Original Note,
(ii) is not given as payment of the Original Note and (iii) is in no way
intended to, or shall, constitute a novation of the Original Note or any
obligations of Borrower thereunder.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
stated in the Credit Agreement, but solely
as Owner Trustee

By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

Tranche A Note
61

Schedule A to
Tranche A Note

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE BORROWING TRANCHE

Amount of Base Rate

Amount Converted to Amount of Principal of Borrowing Tranche Unpaid Principal
Amount of Base Rate Base Rate Borrowing Base Rate Borrowing Converted to Euro-Rate Balance of Base Rate Notation
Date Borrowing Tranche Tranche Tranche Repaid Borrowing Tranche Borrowing Tranche Made By

------ ---------------------- --------------------- ---------------------- ---------------------- ------------------- -----

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

Schedule B to
Tranche A Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURO-RATE BORROWING TRANCHE

Amount of Euro-
Amount of Rate Borrowing Unpaid Principal
Amount of Amount Converted Interest Period Principal of Euro- Tranche Converted Balance of Euro-
Euro-Rate to Euro-Rate and Euro-Rate with Rate Borrowing to Base Rate Rate Borrowing Notation
Date Borrowing Tranche Borrowing Tranche Respect Thereto Tranche Repaid Borrowing Tranche Tranche Made By

----- ------------------ ----------------- ------------------ ------------------ ------------------ ------------------ -------

----- ------------------ ----------------- ------------------ ------------------ ------------------ ------------------ -------
===================================================================================================================================

Exhibit A-2 to
Credit Agreement

FORM OF TRANCHE B NOTE

$____________________

New York, New York
Dated as of November 22, 1995
Amended and Restated as of October ___, 1997

FOR VALUE RECEIVED, the undersigned, WILMINGTON TRUST COMPANY,
not in its individual capacity except as expressly stated in the Credit
Agreement, as hereinafter defined, but solely as Owner Trustee (the
"Borrower"), hereby unconditionally promises to pay to the order of
________________ (the "Lender") at the office of PNC Bank, National
Association, located at ____________________________________________________,
in lawful money of the United States of America and in immediately available
funds, on the Maturity Date (as defined in the Credit Agreement referred to
below), the principal amount of (a) ____________________________ DOLLARS ($___
_________________), or, if less, (b) the aggregate unpaid principal amount of
all Tranche B Loans made by the Lender to the Borrower pursuant to Section 2.01
of such Credit Agreement. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in Section 4.01 of such
Credit Agreement.

The holder of this Note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date, Interest Rate
Option and amount of each Tranche B Loan made pursuant to the Credit Agreement
and the date and amount of each payment or prepayment of principal thereof,
each continuation thereof, each conversion of all or a portion thereof to
another Interest Rate Option and, in the case of Eurodollar Loans, the length
of each Interest Period with respect thereto. Each such endorsement shall
constitute prima facie evidence of the accuracy of the information endorsed.
The failure to make any such endorsement or any error in such endorsement shall
not affect the obligations of the Borrower in respect of such Tranche B Loan.

This Note (a) is one of the Tranche B Notes referred to in the
Amended and Restated Credit Agreement dated as of November 22, 1995 and amended
and restated as of October ___, 1997 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lender, the other banks and financial institutions from time to time parties
thereto and PNC Bank, National Association, administrative agent, (b) is
subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Credit
Documents. Reference is hereby made to the Credit Documents for a description
of the properties and assets in which a security interest hasbeen granted, the
nature and extent of the security and the guarantees, the terms and conditions
upon which the security interests and each guarantee were granted and the
rights of the holder of this Note in respect thereof.

Tranche B Note

Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.

All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

This Note is made by the Borrower in connection with the
Credit Agreement. Any unpaid balance of the indebtedness evidenced by the
Original Note remains outstanding as of the Effective Date. Any principal
balance of this Note includes the Borrower's indebtedness evidenced by the
Original Note and this Note (i) merely re-evidences the indebtedness evidenced
by the Original Note, (ii) is not given as payment of the Original Note and
(iii) is in no way intended to, or shall, constitute a novation of the Original
Note or any obligations of Borrower thereunder.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
stated in the Credit Agreement, but solely
as Owner Trustee

By:
-----------------------------------------
Name:
-------------------------------------
Title:
------------------------------------

Tranche B Note
65

Schedule A to
Tranche B Note

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE BORROWING TRANCHE

Amount of Base Rate
Amount Converted to Amount of Principal of Borrowing Tranche Unpaid Principal
Amount of Base Rate Base Rate Borrowing Base Rate Borrowing Converted to Euro-Rate Balance of Base Rate Notation
Date Borrowing Tranche Tranche Tranche Repaid Borrowing Tranche Borrowing Tranche Made
By

------------------------------------------------------------------------------------------------------------------------------------

--- -------------------------------------------- ---------------------- ---------------------- --------------------- ------

--- -------------------------------------------- ---------------------- ---------------------- --------------------- -------

Schedule B to
Tranche B Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURO-RATE BORROWING TRANCHE

Amount of Euro-
Amount of Rate Borrowing Unpaid Principal
Amount of Euro- Amount Converted Interest Period Principal of Euro- Tranche Converted Balance of Euro-
Rate Borrowing to Euro-Rate and Euro-Rate with Rate Borrowing to Base Rate Rate Borrowing Notation
Date Tranche Borrowing Tranche Respect Thereto Tranche Borrowing Tranche Tranche Made
By
------------------------------------------------------------------------------------------------------------------------------------

---- ----------------------------------- ------------------ ------------------ ------------------ -------------------- ----

---------------------------------------- ------------------ ------------------ ------------------ -------------------- ------

Exhibit A-3 to
Credit Agreement

FORM OF SWING NOTE

$15,000,000

New York, New York
Dated as of November 22, 1995
Amended and Restated as of October ___, 1997

FOR VALUE RECEIVED, the undersigned, WILMINGTON TRUST COMPANY,
not in its individual capacity except as expressly stated in the Credit
Agreement, as hereinafter defined, but solely as Owner Trustee (the
"Borrower"), hereby unconditionally promises to pay to the order of BANKERS
TRUST COMPANY (the "Swing Lender") at the office of Bankers Trust Company,
located at __________________________________________, in lawful money of the
United States of America and in immediately available funds, on the Maturity
Date (as defined in the Credit Agreement referred to below) the principal
amount of (a) FIFTEEN MILLION DOLLARS ($15,000,000), or, if less, (b) the
aggregate unpaid principal amount of all Swing Loans made by the Swing Lender
to the undersigned pursuant to subsection 3.01 of the Credit Agreement. The
Borrower further agrees to pay interest on the unpaid principal amount hereof
in like money from time to time from the Effective Date at the rates and on the
dates specified in subsection 4.05 of the Credit Agreement.

The Swing Lender is authorized to record the information set
forth in subsection 3.03 of the Credit Agreement on the schedule annexed hereto
and made a part hereof and any such recordation shall constitute prima facie
evidence of the accuracy of the information so recorded; provided that the
failure of the Swing Lender to make such recordation (or any error in such
recordation) shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

This Note is (a) the Swing Note referred to in the Amended and
Restated Credit Agreement, dated as of November 22, 1995 and amended and
restated as of October ____, 1997 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement", among the Borrower, the
Swing Lender, the other financial institutions from time to time parties
thereto and PNC Bank, National Association, as administrative agent, (b) is
subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Credit
Documents. Reference is hereby made to the Credit Documents for a description
of the properties and assets in which a security interest has been granted, the
nature and extent of the security interest and the guarantees, the terms and
conditions upon which the security interests and each guarantee were granted
and the rights of the Swing Lender in respect of this Note.

Swing Note

Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note may become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.

All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

This Note is made by the Borrower in connection with the
Credit Agreement. Any unpaid balance of the indebtedness evidenced by the
Original Note remains outstanding as of the Effective Date. Any principal
balance of this Note includes the Borrower's indebtedness evidenced by the
Original Note and this Note (i) merely re-evidences the indebtedness evidenced
by the Original Note, (ii) is not given as payment of the Original Note and
(iii) is in no way intended to, or shall, constitute a novation of the Original
Note or any obligations of Borrower thereunder.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
stated in the Credit Agreement, but solely
as Owner Trustee

By:
-----------------------------------------
Name:
-------------------------------------
Title:
------------------------------------

Swing Note
69

Schedule A to
Swing Note

LOANS AND REPAYMENT OF SWING LOANS

Amount of Principal Unpaid Principal Notation Made By
Date Amount of Loans Repaid Balance of Loans
-----------------------------------------------------------------------------------------------------------------------------------

---------- --------------------- ----------------------- -------------------- ------------------

---------- --------------------- ----------------------- --------------------

Swing Note

EXHIBIT B

FORM OF REVOLVING CREDIT LOAN REQUEST

[Date]

PNC Bank, National Association
as Administrative Agent for the Lenders party
to the Credit Agreement referred to below
One PNC Plaza, 4th Floor Annex
0xx Xxxxxx & Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Multi-Bank Loan Administration - Xxxxxx Xxxxx
Telecopy (000) 000-0000

Ladies and Gentlemen:

The undersigned, Wilmington Trust Company, not in its
individual capacity except as expressly stated in the Amended and Restated
Credit Agreement, as hereinafter defined, but solely as Owner Trustee (the
"Borrower"), refers to the Credit Agreement, dated as of November 22, 1995 and
amended and restated as of October ____, 1997 (as amended, modified or
supplemented from time to time, the "Credit Agreement", the capitalized terms
defined therein being used herein as therein defined), among the Borrower, the
financial institutions from time to time party thereto (the "Lenders") and you,
as Administrative Agent for such Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement, that the
undersigned hereby makes the following Revolving Credit Loan Request, and in
that connection sets forth below the information relating to such Borrowing
(the "Proposed Borrowing") as required by Section 2.02 of the Credit Agreement:

(i) Proposed Borrowing Date (which must be a Business
Day) is ______, 19__.(1)

(ii) The Proposed Borrowing[s] [is] [are] to consist of
[Euro-Rate Borrowing Tranche] [Base Rate Borrowing Tranche].

(iii) The aggregate principal amount of the Proposed
Borrowing $_________.

__________________________________

(1) Shall be a Business Day at least one Business Day in the case of Base Rate
Options and three Business Days in the case of Euro-Rate Options, in each
case, after the date of the Revolving Credit Loan Request.

[(v) The initial Interest Period for the Proposed
Borrowing is one month.](2)

The undersigned hereby certifies that the following
statements are true on the Effective Date, and will be true on the date of the
Proposed Borrowing:

(a) Each of the representations and warranties made by the
Borrower or any Guarantor in or pursuant to the Operative Agreements shall
be true and correct in all material respects on and as of such date as if
made on and as of such date (except to the extent such representations and
warranties expressly relate to an earlier date).

(b) No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Proposed Borrowing
or from the application of the proceeds thereof.

(c) With respect to each Project Loan, the applicable
conditions precedent to the Advance associated therewith specified in
Section 4.04, and Articles V and XIV of the Participation Agreement shall
have been satisfied.

Very truly yours,

WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
stated in the Credit Agreement, but solely
as Owner Trustee

By:
-----------------------------------------
Title:
-----------------------------------

__________________________________

(2) To be included for a Proposed Borrowing of Euro-Rate Borrowing Tranche.

EXHIBIT C

FORM OF SWING LOAN REQUEST

[Date]

Bankers Trust Company, as Swing Lender
Agent for the Lenders party
to the Credit Agreement referred to below
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:_________________________________

Copy to:
Xxx XXX Xxxxx, 0xx Xxxxx Annex
0xx Xxxxxx & Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Multi-Bank Loan Administration - Xxxxxx Xxxxx
Telecopy (000) 000-0000

Ladies and Gentlemen:

The undersigned, Wilmington Trust Company, not in its
individual capacity except as expressly stated in the Credit Agreement, as
hereinafter defined, but solely as Owner Trustee (the "Borrower"), refers to
the Amended and Restated Credit Agreement, dated as of November 22, 1995 and
amended and restated as of October ____, 1997 (as amended, modified or
supplemented from time to time, the "Credit Agreement", the capitalized terms
defined therein being used herein as therein defined), among the Borrower, the
financial institutions from time to time party thereto (the "Lenders") and PNC
Bank, National Association, as Administrative Agent for such Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 3.02 of the Credit
Agreement, that the undersigned hereby makes the following Swing Loan Request,
and in that connection sets forth below the information relating to such
Borrowing (the "Proposed Borrowing") as required by Section 3.02 of the Credit
Agreement:

(i) Proposed Borrowing Date (which must be a Business
Day) is ______, 19__.(1)

(ii) The aggregate principal amount of the Proposed
Borrowing is $______________.

(iii) The aggregate principal amount of the Proposed
Borrowing is $__________.

__________________________________

(1) Shall be a Business Day at least one Business Day after the date of the
Swing Loan Request.

The undersigned hereby certifies that the following
statements are true on the Effective Date, and will be true on the date of
the Proposed Borrowing:

(b) No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Proposed Borrowing
or from the application of the proceeds thereof.

Very truly yours,

WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
stated in the Credit Agreement, but solely
as Owner Trustee

By:
-----------------------------------------
Title:
-----------------------------------

EXHIBIT D

FORM OF SWING LOAN PARTICIPATION CERTIFICATE

_________ __, 199_

[Name of Lender]
_____________________

Ladies and Gentlemen:

Pursuant to Section 3.04 of the Amended and Restated Credit
Agreement, dated as of November 22, 1995 and amended and restated as of October
____, 1997 (as amended, modified or supplemented from time to time, the "Credit
Agreement", the capitalized terms defined therein being used herein as therein
defined), among the Borrower, you and other financial institutions from time to
time party thereto (the "Lenders") and PNC Bank, National Association, as
Administrative Agent for such Lenders, the undersigned hereby acknowledges
receipt from you of $______________ as payment for a participating interest in
the following Swing Loan:

Date of Swing Loan: ____________________________

Principal Amount of Swing Loan: _________________

Very truly yours,

BANKERS TRUST COMPANY

By:
----------------------------------------
Title:
----------------------------------

EXHIBIT E

FORM OF
RENEWAL/CONVERSION NOTICE

TO: PNC Bank, National Association,
as Administrative Agent
One PNC Plaza, 4th Floor Annex
0xx Xxxxxx & Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Multi-Bank Loan Administration - Xxxxxx Xxxxx
Telecopy (000) 000-0000

FROM: Borders Group, Inc.

RE: Amended and Restated Credit Agreement (the "Credit Agreement")
dated as of November 22, 1995 and amended and restated as of
October ____, 1997 by and among Wilmington Trust Company, not in
its individual capacity but solely as Owner Trustee, as Borrower,
the Lenders, as defined therein, and PNC Bank, National
Association, as Administrative Agent.

Pursuant to Section 4.02(b) of the Credit Agreement, the
undersigned hereby requests conversion of Revolving Credit Loans to a new
Interest Rate Option or the continuation of an Interest Rate Option in respect
of Revolving Credit Loans.

1. This Notice is for (choose one):

_______ a. Conversion of outstanding Base Rate
Borrowing Tranche to Euro-Rate Borrowing
Tranche

_______ b. Continuation of Euro-Rate Borrowing Tranche
to a new Interest Period

_______ c. Conversion of outstanding Euro-Rate
Borrowing Tranche to Base Rate Borrowing
Tranche

2. Proposed date of conversion or continuation (which must be
a Business Day and, if 1(b) or 1(c) above is chosen, must
be last day of applicable Interest Period)
_________________

3. Aggregate principal amount of the Borrowing Tranche which
is to be converted or continued
$________________

4. Interest Rate Option applicable to the new Borrowing
Tranche and aggregate principal amount of such Borrowing
Tranche:
76

_______ a. Euro-Rate Option

Aggregate principal amount of new Euro-Rate
Borrowing Tranche
$_______________

______ b. Base Rate Option

Aggregate principal amount of new Base Rate
Borrowing Tranche

$_______________

5. The undersigned hereby certifies that the following statements
are true on the Effective Date, and will be true on the date
of the conversion or continuation of the Revolving Credit
Loans:

(a) Each of the representations and warranties made by the
Borrower or any Guarantor in or pursuant to the Operative
Agreements shall be true and correct in all material respects
on and as of such date as if made on and as of such date
(except to the extent such representations and warranties
expressly relate to an earlier date).

(b) No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the
proposed conversion or continuation of the Revolving Credit
Loans.

(c) The conversion or continuation to a new Interest Rate
Option shall not contravene any Law applicable to the Company
or any of its Subsidiaries, any of the Agents or any of the
Lenders.

Capitalized terms used but not defined herein shall have the
meanings given to them in Appendix A to the Credit Agreement.

The undersigned certifies to the accuracy of the foregoing.

WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
stated in the Credit Agreement, but solely
as Owner Trustee

By:
-----------------------------------------
Its:
-------------------------------------

Date:
---------------------------------------

Exhibit J to
Amended and Restated Credit Agreement

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit
Agreement, dated as of November 22, 1995 and amended and restated as of October
____, 1997 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among WILMINGTON TRUST COMPANY, not in its individual
capacity except as expressly stated in the Credit Agreement, but solely as
Owner Trustee (the "Borrower"), the Lenders named therein and PNC Bank,
National Association, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.

____________________ (the "Assignor") and ____________________
(the "Assignee") agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below), a ___% interest (the "Assigned
Interest") in and to the Assignor's rights and obligations under the Credit
Agreement with respect to those credit facilities contained in the Credit
Agreement as are set forth on SCHEDULE 1 (individually, an "Assigned Facility";
collectively, the "Assigned Facilities"), in a principal amount for each
Assigned Facility as set forth on SCHEDULE 1.

2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Operative Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other Operative
Agreement or any other instrument or document furnished pursuant thereto, other
than that it has not created any adverse claim upon the interest being assigned
by it hereunder and that such interest is free and clear of any such adverse
claim; (b) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower, any Guarantor or any
other obligor or the performance or observance by the Borrower, any Guarantor
or any other obligor of any of their respective obligations under the Credit
Agreement or any other Operative Agreement or any other instrument or document
furnished pursuant hereto or thereto; and (c) attaches the Notes held by it
evidencing the Assigned Facilities and requests that the Administrative Agent
exchange such Notes for new Notes payable to the Assignor and (if the Assignor
has retained any interest in the Assigned Facility) new Notes payable to the
Assignee in the respective amounts which reflect the assignment being made
hereby (and after giving effect to any other assignments which have become
effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance; (b) confirms
that it has received copies of the Operative Agreements, together with copies
of the financial statements delivered pursuant to Sections 13.01 and 13.02 of
the Guarantee and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (c) agrees that it will, independently and without
reliance upon the Assignor, the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement, the other Operative Agreements or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement, the
other Operative Agreements or any other instrument or document furnished
pursuant hereto or thereto as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are incidental thereto; and (e)
agrees that it will be bound by the provisions of the Credit Agreement and will
perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender including,
if it is organized under the laws of a jurisdiction outside the United States,
its obligation pursuant to Section 12.21 of the Credit Agreement.

4. The Effective Date of this Assignment and Acceptance shall
be ____________ __, 19___ (the "Effective Date"). Following the execution of
this Assignment and Acceptance, it will be delivered to the Administrative
Agent for acceptance by it and recording by the Administrative Agent pursuant
to Section 12.09 of the Credit Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Administrative Agent, be
earlier than five Business Days after the date of such acceptance and recording
by the Administrative Agent).

5. Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and
the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

6. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Operative Agreements and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement and the other Operative Agreements.

7. This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.

SCHEDULE 1
TO ASSIGNMENT AND ACCEPTANCE
RELATING TO THE AMENDED AND RESTATED CREDIT AGREEMENT,
DATED AS OF NOVEMBER 22, 1995, AND AMENDED AND RESTATED
AS OF OCTOBER ____, 1997,
AMONG
WILMINGTON TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS OWNER TRUSTEE
THE LENDERS NAMED THEREIN
AND
PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE LENDERS
(IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT")
--------------------------------------------------------------------------------
Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Credit Principal
Facility Assigned Amount Assigned Commitment Percentage Assigned(1)
----------------- --------------- ---------------------------------
$ . %
--------------- --- ---------------

[Name of Assignee] [Name of Assignor]

By By
-------------------------------- ---------------------------------
Name: Name:
Title: Title:

__________________________________

(1) Calculate the Commitment Percentage that is assigned to at least 15 decimal
places and show as a percentage of the aggregate commitments of all
Lenders.

Consented To:

BORDERS GROUP, INC.

By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------

PNC BANK, NATIONAL ASSOCIATION
as Administrative Agent

By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------

[consents required only to the extent
expressly provided in Section 12.08 of
the Credit Agreement]

Accepted for Recordation in the Register:

PNC BANK, NATIONAL ASSOCIATION
as Administrative Agent

By:
---------------------------------
Name:
---------------------------
Title:
--------------------------

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