SENIOR SECURED TERM LOAN AGREEMENT

Exhibit 10.2

SENIOR SECURED TERM LOAN AGREEMENT

DATED AS OF MARCH 10, 2008

by and among

GOLDENBOY ACQUISITION CORP.,

AS BORROWER,

COGDELL SPENCER, INC.,

AS A GUARANTOR,

KEYBANK NATIONAL ASSOCIATION,

THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT

and

OTHER LENDERS THAT MAY BECOME

PARTIES TO THIS AGREEMENT,

KEYBANK NATIONAL ASSOCIATION,

AS AGENT,

BANK OF AMERICA, N.A.,

AS SYNDICATION AGENT,

WACHOVIA BANK, NATIONAL ASSOCIATION

and

BRANCH BANKING AND TRUST COMPANY,

AS CO-DOCUMENTATION AGENTS

and

KEYBANC CAPITAL MARKETS,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

SENIOR SECURED TERM LOAN AGREEMENT

      THIS SENIOR SECURED TERM LOAN AGREEMENT (this “Agreement”) is made as of the 10th day of March, 2008, by and among GOLDENBOY ACQUISITION CORP. , a Wisconsin corporation (“Borrower”), COGDELL SPENCER, INC. , a Maryland corporation (“Parent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §17 (together with KeyBank, the “Lenders”), KEYBANK NATIONAL ASSOCIATION , as Agent for the Lenders (the “Agent”), and KEYBANC CAPITAL MARKETS , as Sole Lead Arranger and Sole Book Manager.

R E C I T A L S

      WHEREAS , Borrower, Parent, Cogdell Spencer, LP, a Delaware limited partnership (“Operating Partnership”), MEA Holdings, Inc. (“Holdings”), Marshall Erdman & Associates, Inc., Marshall Erdman Development, LLC and the “Seller Representative” referred to therein have entered into that certain Agreement and Plan of Merger, dated as of January 23, 2008 (including all exhibits, annexes and schedules thereto or referred to therein, as amended, supplemented or otherwise modified in accordance with the terms of this Agreement, the “Acquisition Agreement”);

      WHEREAS , pursuant to the terms of the Acquisition Agreement, Borrower will merge with and into Holdings, Holdings will be the surviving entity (the “Merger”), and Holdings will succeed to all rights and obligations of Borrower by operation of law, and all references herein and in the other Loan Documents to the terms “Borrower” shall thereupon be deemed to be references to Holdings as the surviving entity of the Merger;

      WHEREAS , Borrower has requested that the Lenders provide a term loan facility to Borrower; and

      WHEREAS , the Agent and the Lenders are willing to provide such term loan facility to Borrower on and subject to the terms and conditions set forth herein;

      NOW, THEREFORE , in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree as follows:

§1. DEFINITIONS AND RULES OF INTERPRETATION.

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

      Acknowledgments . The Acknowledgments executed by a Subsidiary Guarantor in favor of the Agent, acknowledging the pledge of Equity Interests in such Subsidiary Guarantor to Agent, such Acknowledgments to be substantially in the form attached hereto as Exhibit E , as the same may be modified, amended or restated.

      Acquisition . The acquisition by Parent, through the Borrower, of Holdings and its Subsidiaries, for a total acquisition cost not in excess of Two Hundred Fifty-Three Million

Dollars ($253,000,000.00) and otherwise in accordance with the terms and conditions of the Acquisition Agreement.

      Acquisition Agreement . As defined in the recitals hereto.

      Acquisition Documents . The Acquisition Agreement and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Parent, the Borrower or any of their respective Subsidiaries in connection therewith, as amended, supplemented or otherwise modified in accordance with this Agreement.

      Additional Guarantor . Each additional Subsidiary of Borrower which becomes a Subsidiary Guarantor pursuant to §5.2.

      Adjusted Consolidated EBITDA . On any date of determination, the sum of (a) the Consolidated EBITDA for the four (4) fiscal quarters most recently ended plus (b) (i) investor management fees paid to private equity majority shareholders (Lubar & Co. and Baird Capital Partners) prior to the Acquisition; (ii) salary and benefits paid to prior owner, Timothy Erdman prior to the Acquisition; (iii) expenses related to the grant of stock options prior to the Acquisition; (iv) expenses related to employee severance payments made prior to the Acquisition; (v) expenses related to insurance settlement payments associated with the Cleveland Clinic that were made prior to the Acquisition; (vi) expenses related to the planning and design of Marshall Erdman & Associates, Inc.’s corporate headquarters (One Erdman Place) incurred prior to the Acquisition; (vii) transaction fees, legal fees, bonuses to MEA management, and other expenses incurred as a result of the Acquisition and paid in accordance with the Acquisition Agreement; and (viii) expenses of the Parent and its Subsidiaries allocated to the Borrower or any of its Subsidiaries that, prior to the Acquisition, were not expenses of the Borrower or any of its Subsidiaries, to the extent such expenses referred to in this clause (viii) are in an amount not in excess of seventy-five percent (75%) of the general and administrative expenses of Parent and its Subsidiaries as reflected on the consolidated financial statements of Parent and its Subsidiaries and a Compliance Certificate, delivered in accordance with §7.4.

      Affected Lender . See §4.15.

      Affiliate . An Affiliate, as applied to any Person, shall mean another Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified.

      Agent . KeyBank National Association, acting as administrative agent for the Lenders, and its successors and assigns.

      Agent’s Head Office . The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders.

      Agent’s Special Counsel . McKenna Long & Aldridge LLP or such other counsel as selected by Agent.

      Agreement . This Senior Secured Term Loan Agreement, including the Schedules and Exhibits hereto.

      Agreement Regarding Fees . See §4.2.

      Applicable Margin . On any date, the Applicable Margin set forth below based on the ratio of the Consolidated Total Indebtedness of Borrower to the Adjusted Consolidated EBITDA of Borrower:

The initial Applicable Margin shall be at Pricing Level 2. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1 ^st ) day of the first (1 ^st ) month following the delivery by Borrower to the Agent of the Compliance Certificate at the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 2 until such failure is cured within any applicable cure period, in which event the Applicable Margin shall adjust, if necessary, on the first (1 ^st ) day of the first (1 ^st ) month following receipt of such Compliance Certificate.

If the consolidated financial statements of Borrower and its Subsidiaries are revised, restated or otherwise adjusted, and as a result thereof the Applicable Margin was calculated at a level which resulted in lower pricing for any period, the Borrower shall within five (5) Business Days of such determination pay to Agent for the account of the Lenders the amount of the excess that should have been paid for such period.

      Arranger . KeyBanc Capital Markets or any successor.

      Assignment and Acceptance Agreement . See §17.1.

      Assignment of Hedge . An Assignment of Hedge Agreement by the Borrower to the Agent for the benefit of the Lenders, as the same may be modified and amended, pursuant to which the Interest Hedge described in §7.12 is pledged as security for the Obligations, and any financing statements that may be delivered in connection therewith, such assignment to be in form and substance satisfactory to Agent.

      Pledge Agreement . The Pledge Agreement dated as of even date herewith executed by Borrower and Holdings in favor of Agent.

      Authorized Officer . Any of the following Persons: Frank C. Spencer, Charles M. Handy, and such other Persons as Borrower shall designate in a written notice to Agent.

      Balance Sheet Date . December 31, 2007.

      Bankruptcy Code . Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.

      Base Rate . The greater of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its “prime rate” or (b) one half of one percent (0.5%) above the Federal Funds Effective Rate. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind.

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

      Borrower . As defined in the preamble hereto.

      Breakage Costs . The cost to any Lender of re-employing funds bearing interest at LIBOR, actually incurred (or reasonably expected to be actually incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (iii) the failure of Borrower to draw down, on the first day of the applicable Interest Period, any amount as to which Borrower has elected a LIBOR Rate Loan.

      Business Day . Any day on which banking institutions located in the same city and State as the Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.

      Capitalized Lease . A lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP.

      Cash Equivalents . As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00, (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s.

      Cash Management Documents . The Cash Management Agreement dated as of even date herewith between the Borrower and the Agent, and each other document, instrument and agreement now or hereafter executed or delivered by or on behalf of the Borrower or any of its Subsidiaries in connection therewith.

      CERCLA . The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.), and its state and local equivalents, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time.

      Change of Control . A Change of Control shall exist upon the occurrence of any of the following:

          (a) any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of Parent equal to at least thirty-three percent (33%);

          (b) as of any date a majority of the Board of Directors or Trustees (the “Board”) of Parent consists of individuals who were not either (i) directors or trustees of Parent as of the corresponding date of the previous year, or (ii) selected or nominated to become directors or trustees by the Board of Parent of which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors or trustees by the Board of Parent of which a majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii), above (excluding, in the case of both clause (b)(ii) and clause (b)(iii), any individual whose initial nomination for, or assumption of office as, a member of the Board of Parent occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors or trustees by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or

          (c) the Borrower or Parent consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by §8.4); or

          (d) Parent fails to own, directly or indirectly, at least one-hundred percent (100%) of the economic, voting and beneficial interests in CS Business Trust I or CS Business Trust II; or

          (e) Parent or CS Business Trust I shall fail to be the sole general partner of Operating Partnership; or

          (f) Operating Partnership fails to own, directly or indirectly, at least one hundred percent (100%) of the economic, voting and beneficial interest of Borrower; or

          (g) the Borrower fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim (other than any lien in favor of the Agent), at least one hundred percent (100%) of the economic, voting and beneficial interest of each Subsidiary Guarantor (subject to the terms of §5.3 regarding the release of Subsidiary Guarantors); or

          (h) if any three (3) of Scott A. Ransom, Brian L Happ, William L. Peel, Jr., Charles M. Handy and Frank Spencer shall cease to be active on a daily basis in the management

of Parent or the Borrower whether due to death, disability or otherwise, provided that, it shall not be a “Change of Control” if a replacement executive of comparable experience and reasonably satisfactory to the Agent shall have been retained within three (3) months of such event.

      Closing Date . The date of this Agreement.

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

      Collateral . All of the property, rights and interests of the Borrower and each Guarantor which are subject to the security interests, security title, liens and mortgages created by the Security Documents.

      Commitment . With respect to each Lender, the Term Loan Commitment of such Lender.

      Commitment Percentage . With respect to each Lender, the percentage set forth on Schedule 1 hereto as such Lender’s percentage of the Total Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement.

      Compliance Certificate . See §7.4(c).

      Consolidated . With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

      Consolidated EBITDA . With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.

      Consolidated Fixed Charges . For any period, the sum of (a) Consolidated Interest Expense for such period, plus (b) all regularly scheduled principal payments made with respect to Indebtedness of the Borrower and its Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full, plus (c) all Preferred Distributions for such period. Such Person’s Equity Percentage in the Fixed Charges of its Unconsolidated Affiliates shall be included in the determination of Fixed Charges.

      Consolidated Interest Expense . For any period, without duplication, (a) total Interest Expense of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

      Consolidated Senior Indebtedness . Consolidated Total Indebtedness less Subordinated Debt of the Borrower and its Subsidiaries on a Consolidated basis (including, without duplication, such Person’s Equity Percentage of the Subordinated Debt of its Unconsolidated Affiliates).

      Consolidated Total Indebtedness . All indebtedness of Borrower and its Subsidiaries determined on a Consolidated basis and all Indebtedness of Borrower and its Subsidiaries determined on a Consolidated basis, whether or not so classified. Consolidated Total

Indebtedness shall include (without duplication), such Person’s Equity Percentage of the foregoing of its Unconsolidated Affiliates.

      Construction Work . The portion of the design and construction work, whether performed by general contractor or a subcontractor, consisting of the provision of labor, materials, equipment and services in connection with the construction of a Project.

      Contract . Any design/build, construction or similar agreement to which the Borrower or any of its Subsidiaries is a party as general contractor, project manager or similar role, together with all other related agreements, instruments and documents relating to the design and/or construction of a Project, including any related Subcontract, and any and all amendments, supplements or other modifications thereto in accordance with the terms of this Agreement.

      Contribution Agreement . That certain Contribution Agreement dated of even date herewith among the Borrower, the Guarantors and each Additional Guarantor which may hereafter become a party thereto, as the same may be modified, amended or ratified from time to time.

      Control . The possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

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

      CS Business Trust I . CS Business Trust I, a Maryland business trust, the general partner of Operating Partnership.

      CS Business Trust II . CS Business Trust II, a Maryland business trust, a limited partner of Operating Partnership.

      Default . See §11.1.

      Default Rate . See §4.11.

      Delinquent Lender . See §13.5(c).

      Derivatives Contract . Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the

related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement. Notwithstanding anything to the contrary, the term “Derivatives Contract” shall not include rate-lock provisions with respect to long-term mortgage contracts.

      Derivatives Termination Value . In respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Agent or any Lender).

      Distribution . Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of Parent, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical class to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of Parent, the Borrower or any of their respective Subsidiaries now or hereafter outstanding; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Parent, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding.

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

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

      Drawdown Date . The date on which any Loan is made, and the date on which any Loan which is made prior to the Maturity Date is converted in accordance with §4.1.

      EBITDA . With respect to a Person for any period (without duplication): (a) net income (or loss) of such Person for such period determined on a consolidated basis in accordance with GAAP (which shall include a deduction for bad debt expenses of such Person consistent with existing practices), exclusive of the following (but only to the extent included in the determination of such net income (loss)): (i) non-cash depreciation and amortization expense; (ii) interest expense; (iii) income tax expense; (iv) extraordinary or non-recurring gains and losses; (v) distributions to minority owners; and (vii) one-time non-cash items approved by Agent; plus (b) such Person’s pro rata share of EBITDA determined in accordance with clause (a) above of its Unconsolidated Affiliates.

      Employee Benefit Plan . Any employee benefit plan within the meaning of §3(3) of ERISA that is subject to Title IV of ERISA maintained or contributed to by either of the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

      Environmental Laws . Any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to any Hazardous Substances, mold, drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes and their state and local equivalents, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time: (i) CERCLA; (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

      Equity Interests . With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

      Equity Percentage . The aggregate ownership percentage of the Borrower, the Guarantors or their respective Subsidiaries in each Unconsolidated Affiliate.

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

      ERISA Affiliate . Any Person which is treated as a single employer with the Borrower, the Guarantors or their respective Subsidiaries under §414 of the Code.

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

      Event of Default . See §11.1.

      Existing MEA Loan Agreement . That certain Loan Agreement, dated June 29, 2007, between Holdings, Marshall Erdman & Associates, Inc. and M&I Marshall & Ilsley Bank.

      Extension Request . See §2.5(a).

      Federal Funds Effective Rate . For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”

      GAAP . The generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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

      Guarantors . Collectively, Parent, CS Business Trust I, CS Business Trust II, Operating Partnership, each Subsidiary Guarantor and each Additional Guarantor, and individually any one of them.

      Guaranty . The Unconditional Guaranty of Payment and Performance dated of even date herewith made by Parent, CS Business Trust I, CS Business Trust II, Operating Partnership and each Subsidiary Guarantor in favor of the Agent and the Lenders, as the same may be modified, amended or ratified.

      Hazardous Substances . Each and every element, compound, chemical mixture, contaminant, pollutant, toxic substances, oil, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

     (a) “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder;

     (b) “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

     (c) “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

     (d) “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

      Hedge Obligations . All obligations of the Borrower to any Lender or an Affiliate of a Lender to make any payments (including, without limitation, any payments due upon a termination or default) under any agreement with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with the satisfaction of the condition set forth in §7.12, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified. Nothing herein shall require the Borrower to obtain any such agreement from any Lender or an Affiliate of a Lender.

      Holdings . MEA Holdings, Inc., a Wisconsin corporation.

      Indebtedness . With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than ninety (90) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligation of such Person as a lessee or obligor under a Capitalized Lease (but for the avoidance of doubt, not under any operating lease); (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment; (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all obligations of such Person to redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (i) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, and other similar exceptions to recourse liability until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of

enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliates) of any Unconsolidated Affiliate of such Person.

      Indemnity Agreement . Any indemnity or similar agreement entered into by the Borrower and/or any of its Subsidiaries relating to indemnification of one or more sureties in connection with any claims made under a Payment or Performance Bond, including, without limitation, that certain General Indemnity Agreement, dated July 29, 2005, from Holdings, Marshall Erdman & Associates, Inc. and Marshall Edrman Development, LLC in favor of Arch Insurance Company, Arch Reinsurance Company and their subsidiaries and affiliates.

      Intercreditor Agreement . The Intercreditor Agreement, dated as of the date hereof, between the Agent and the Senior Revolving Loan Agent.

      Interest Hedge . See §7.12.

      Interest Expense . For any period, without duplication, (a) total interest expense incurred (both expensed and capitalized) of the Borrower, the Subsidiary Guarantors and their respective Subsidiaries on funded debt, including the portion of rents payable under a Capitalized Lease allocable to interest expense in accordance with GAAP (but excluding capitalized interest funded under a construction loan interest reserve account), determined on a consolidated basis in accordance with GAAP for such period, plus (b) the Borrower’s, the Subsidiary Guarantors’ and their respective Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period. Interest Expense shall not include Preferred Distributions.

      Interest Payment Date . As to each Base Rate Loan and each LIBOR Rate Loan, the first (1 ^st ) day of each calendar month during the term of such Loan.

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

               (i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively (absent manifest error) by the Agent in accordance with the then current bank practice in London;

               (ii) if the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have requested a continuation of the affected LIBOR Rate Loan as a Base Rate Loan on the last day of the then current Interest Period with respect thereto;

               (iii) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month;

               (iv) any Interest Period pertaining to a LIBOR Rate Loan that begins on the first Business Day of a calendar month shall end on the last Business Day of the applicable calendar month, unless the last Business Day of such calendar month is not a LIBOR Business Day, in which case such Interest Period shall end on the next succeeding LIBOR Business Day; and

               (v) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date.

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

      Joinder Agreement . The Joinder Agreement with respect to the Guaranty and Contribution Agreement to be executed and delivered pursuant to §5.2 by any Additional Guarantor, such Joinder Agreement to be substantially in the form of Exhibit B hereto.

      KeyBank . As defined in the preamble hereto.

      Lenders . KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §17 (but not including any participant as described in §17).

      LIBOR . For any LIBOR Rate Loan for any Interest Period, the average rate (rounded upwards to the nearest 1/16th) as shown in Reuters Screen LIBOR01 Page at which deposits in

U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin. For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

      LIBOR Business Day . Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.

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

      LIBOR Rate Loans . Loans bearing interest calculated by reference to LIBOR.

      Lien . See §8.2.

      Loan Documents . This Agreement, the Notes, the Guaranty, the Security Documents, the Cash Management Documents and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or any Guarantor in connection with the Loans.

      Loan and Loans . The Term Loan.

      Mandatorily Redeemable Stock . With respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests).

      Material Adverse Effect . A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent, the Borrower and the Subsidiary Guarantors (taken as a whole); (b) the ability of Borrower or any Guarantor to perform any of its obligations under the Loan Documents; (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) the rights or remedies of Agent or the Lenders under the Loan Documents.

      Material Subsidiary . Any existing or future Wholly Owned Subsidiary of the Borrower.

      Maturity Date . March ___, 2011, as the same may be extended by Borrower as provided in §2.5, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.

      Merger . As defined in the recitals hereto.

      Moody’s . Moody’s Investor Service, Inc.

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

      Net Income (or Loss) . With respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

      Non-Recourse Exclusions . With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional misrepresentation, misapplication of funds, gross negligence or willful misconduct, (ii) result from intentional mismanagement of or waste at the Real Property securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Substances on the Real Property securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document); or (v) result from the borrowing Subsidiary and/or its assets becoming the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding.

      Non-Recourse Indebtedness . With respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions until a claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness only to the extent of the amount of such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. A loan secured by multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities even if such Indebtedness is cross-defaulted and cross-collateralized with the loans to such other Single Asset Entities.

      Notes . See §2.1(b).

      Notice . See §18.

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

      OFAC . Office of Foreign Asset Control of the Department of the Treasury of the United States of America.

      Off-Balance Sheet Obligations . Liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in the SEC Off-Balance Sheet Rules) which Parent would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Parent’s report on Form 10-Q or Form 10-K (or their equivalents) which Parent is required to file with the SEC (or any governmental authority substituted therefore). As used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

      Operating Partnership . As defined in the recitals hereto.

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

      Owner . Any Person party to a Contract acting as the sponsor, owner and/or operator of a Project for whom the Borrower or any of its Subsidiaries is performing Construction Work thereunder.

      Parent . As defined in the preamble hereto.

      Patriot Act . The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.

      Payment or Performance Bond . Any (a) payment bond issued by a surety which guarantees the timely payment by the Borrower or any of its Subsidiaries for all labor, materials, supplies, implements, machinery and equipment furnished with respect to any Construction Work under a Contract or (b) any performance bonds issued by a surety which guarantee the timely performance by the Borrower or any of its Subsidiaries of all Construction Work under a Contract.

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

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

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

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

      Preferred Distributions. For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries. Preferred Distributions shall not include dividends or distributions (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

      Preferred Securities . With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.

      Pricing Level . Such term shall have the meaning established within the definition of Applicable Margin.

      Project . Any health care facility or medical office building(s) designed and/or constructed by the Borrower or any of its Subsidiaries in its capacity as general contractor, project manager or similar role pursuant to a Contract, and by any Subcontractor(s) pursuant to one or more Subcontracts, together with all on-site infrastructure, site improvements and appurtenances to be designed, constructed and installed in connection therewith, and all demolitions in connection therewith.

      Real Estate . All real property at any time owned or leased (as lessee or sublessee) by the Borrower, any Guarantor or any of their respective Subsidiaries.

      Record . The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Agent with respect to any Loan referred to in such Note.

      Recourse Indebtedness . As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to a Subsidiary of the Parent other than the Borrower or any Guarantor which is a Subsidiary of the Borrower. Recourse Indebtedness shall not include Non-Recourse Indebtedness.

      Register . See §17.2.

      REIT Status . With respect to Parent, its status as a real estate investment trust as defined in §856(a) of the Code.

      Release . Any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than the storing of materials in reasonable quantities to the extent necessary for the operation of such property in the ordinary course of business, and in any event in compliance with all Environmental Laws) of Hazardous Substances on, upon, into or from the Real Estate.

      Required Lenders . As of any date, the Lender or Lenders whose aggregate Commitment Percentage is greater than fifty percent (50.0%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Delinquent Lenders will be

disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Delinquent Lenders.

      Reserve Percentage . For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.

      SEC . The federal Securities and Exchange Commission.

      Security Agreement . The Security Agreement, dated as of the date hereof, executed by Borrower and certain of its Subsidiaries, in favor of the Agent.

      Security Documents . Collectively, the Guaranty, the Joinder Agreements, the Pledge Agreement, the Acknowledgments, the Assignment of Hedge, the Security Agreement, UCC-1 financing statements and any further collateral assignments by Borrower or any Guarantor to the Agent for the benefit of the Lenders.

      Senior Revolving Agent . Bank of America, N.A., together with its successors and assigns, in its capacity as “Agent” for the Senior Revolving Lenders under the Senior Revolving Loan Documents.

      Senior Revolving Lenders . The lenders party to the Senior Revolving Loan Documents from time to time.

      Senior Revolving Loan . The revolving loan or loans evidenced and secured by the Senior Revolving Loan Documents, in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars ($150,000,000.00).

      Senior Revolving Loan Agreement . The Credit Agreement dated of even date herewith among Operating Partnership, as borrower, the Senior Revolving Agent and the Senior Revolving Lenders, as amended, supplemented or otherwise modified from time to time.

      Senior Revolving Loan Documents . The Senior Revolving Loan Agreement and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the borrower thereunder or any guarantor thereof in connection with the loans evidenced thereby, as amended, supplemented or otherwise modified from time to time.

      Single Asset Entity . A bankruptcy remote, single purpose entity which is a Subsidiary of Parent and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).

      S&P . Standard & Poor’s Ratings Group.

      State . A state of the United States of America and the District of Columbia.

      Subcontract . Any subcontract or any direct or indirect agreement between the Borrower or any of its Subsidiaries and any Subcontractor for the performance of a portion of the design and/or construction of a Project or the provision of labor, materials or other services required to be performed by Borrower or any of its Subsidiaries, as general contractor, project manager or similar role, under any Contract.

      Subcontractor . Any person who has entered into a direct or indirect arrangement with the Borrower or any of its Subsidiaries, as general contractor, project manager or similar role under a Contract, including any sub-subcontractor or other provider, for the provision of labor, materials or other services to be performed by Borrower or any of its Subsidiaries, as general contractor, project manager or similar role, under any Contract.

      Subordinated Debt . All Indebtedness of the Borrower or any of its Subsidiaries which (a) has a maturity of not earlier than one year after the Maturity Date (as extended pursuant to §2.5), is not recourse to any of the Guarantors, (c) is not secured by any assets of property of the Borrower or any of its Subsidiaries, (d) does not contain any covenants or defaults other than a requirement to maintain “good standing” and payment of such Indebtedness and (e) is subordinate to the Obligations and the Hedge Obligations in right and time of payment pursuant to a Subordination Agreement in form and substance satisfactory to Agent.

      Subordination Agreement . Each Subordination Agreement, by and among Agent, Borrower or its Subsidiary and the holder of the Subordinated Debt relating to the Subordinate Debt, as the same may be modified or amended.

      Subsidiary . For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

      Subsidiary Guarantor . Initially, those Persons described on Schedule 1.1 hereto and each Additional Guarantor. Upon any Additional Guarantor becoming a Subsidiary Guarantor or upon the release of a Subsidiary Guarantor in accordance with the terms of this Agreement, Agent may unilaterally amend Schedule 1.1 .

      Term Loan . An individual loan or the aggregate loans, as the case may be, in the maximum principal amount of One Hundred Million Dollars ($100,000,000.00) made by the Lenders to the Borrower hereunder.

      Term Loan Commitment . As to each Lender, the amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of the Loans from time to time outstanding to Borrower.

      Titled Agents . The Arranger, and any syndication agent or co-documentation agent.

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

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

      Unconsolidated Affiliate . In respect of any Person, any other Person in whom such Person holds an Investment, (a) which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the consolidated financial statements of such first Person, or (b) which is not a Subsidiary of such first Person.

      Unrestricted Cash and Cash Equivalents . As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, reserves or Liens or claims of any kind in favor of any Person (other than customary rights of depository institutions in the ordinary course of business with respect to bank accounts).

      WIP Schedule . A work in process schedule reflecting, among other things the financial status of all Construction Work being provided under each Contract, in the form previously delivered to the Agent.

     §1.2 Rules of Interpretation .

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

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

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

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

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

          (f) The words “include”, “includes” and “including” are not limiting.

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

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

          (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated.

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

          (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrower or Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrower, Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

§2. THE CREDIT FACILITY.

     §2.1 Loans .

          (a) Subject to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower on the Closing Date such Lender’s Commitment Percentage of the Total Commitment, and the Borrower irrevocably agrees to borrow from the Lenders the amount of the Total Commitment. The Loans shall be fully disbursed on the Closing Date. Notwithstanding anything to the contrary contained herein, the obligation of the Lenders to make the Loans is subject to the satisfaction of the conditions set forth in §10. The funding of the Loans hereunder shall constitute a representation and warranty by the Borrower that of the conditions required of Borrower set forth in §10 have been satisfied on the Closing Date.

          (b) The Loans shall be evidenced by separate promissory notes of Borrower in substantially the form of Exhibit A hereto (collectively, the “Notes”), dated of even date with this Agreement (except as otherwise provided in §17.3) and completed with appropriate insertions. One Note shall be payable to the order of each Lender in the principal amount equal

to such Lender’s Commitment, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, on or about the date hereof or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any such Note when due.

     §2.2 Interest on Loans .

          (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Base Rate Loan is repaid or converted to a LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus the Applicable Margin.

          (b) Each LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin.

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

          (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.

     §2.3 Funds for Loans .

          (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of the Loan, each of the Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each Lender of such amount, and upon receipt of the documents required by §10 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Loans made available to the Agent by the Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on the Drawdown Date the amount of its Commitment Percentage of the requested Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loan, including any additional Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to

make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §11.5.

          (b) Unless the Agent shall have been notified by any Lender prior to the Drawdown Date that such Lender will not make available to Agent such Lender’s Commitment Percentage of the proposed Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

     §2.4 Use of Proceeds . The Borrower will use the proceeds of the Loans solely to (a) pay closing costs in connection with this Agreement; and (b) to finance a portion of the Acquisition.

     §2.5 Extension of Maturity Date . The Borrower shall have the one-time right and option, in its sole discretion, to extend the Maturity Date to March 10, 2012, upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of the Maturity Date:

          (a) Extension Request . The Borrower shall deliver written notice of such request (the “Extension Request”) to the Agent not later than the date which is forty-five (45) days prior to the Maturity Date (as determined without regard to such extension). Any such Extension Request shall be irrevocable and binding on the Borrower.

          (b) Payment of Extension Fee . The Borrower shall pay to the Agent for the pro rata accounts of the Lenders in accordance with their respective Commitments an extension fee in an amount equal to twenty-five (25) basis points on the Total Commitment, which fee shall, when paid, be fully earned and non-refundable under any circumstances.

          (c) No Default . On the date the Extension Request is given and on the Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default.

          (d) Representations and Warranties . The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date the Extension Request is given and on the Maturity Date (as determined without regard to such extension) other than for representations to the extent they

relate expressly to an earlier date, which representations shall be required to be true and correct only as of such specified date, and except to the extent of any changes resulting from transactions permitted by this Agreement that singly or in the aggregate have not had or could not reasonably be expected to have a Material Adverse Effect.

          (e) Extension of Other Indebtedness . The maturity date of the Senior Revolving Loan shall be extended to a date not earlier than the Maturity Date (as extended). To the extent not already so extended, the maturity date of all Subordinated Debt shall be extended to a date not earlier than one (1) year following the Maturity Date (as extended).

§3. REPAYMENT OF THE LOANS.

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

     §3.2 Mandatory Prepayments . If at any time the obligation of the Senior Revolving Lenders to make Senior Revolving Loans under the Senior Revolving Loan Agreement has been terminated or their commitments under the Senior Revolving Loan Agreement has been reduced to zero, the Borrower shall immediately make a prepayment of the entire amount of the outstanding Loans to the Agent for the respective accounts of the Lenders, as applicable, for application to the Loans as provided in §3.4, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8.

     §3.3 Optional Prepayments . The Borrower shall have the right, at its election, to prepay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium; provided , that if any prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8. The Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days prior written notice of any prepayment pursuant to this §3.3, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent).

     §3.4 Partial Prepayments . Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment. Each partial payment under §3.2 and §3.3 shall be applied in the absence of instruction by the Borrower, to the principal of Base Rate Loans and then to the principal of LIBOR Rate Loans.

     §3.5 Effect of Prepayments . Amounts of the Loans prepaid or repaid may not be reborrowed.

§4. CERTAIN GENERAL PROVISIONS.

     §4.1 Conversion Options .

          (a) The Borrower may elect from time to time to convert the Loan to a Loan of another Type and it shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan, unless Borrower elects to pay the Breakage Costs association with such conversion; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least two (2) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $200,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than four (4) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $200,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of the Loan to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.

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

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

     §4.2 Fees . The Borrower agrees to pay to KeyBank certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to the separate fee letter dated March 10, 2008 between Borrower and KeyBank (the “Agreement Regarding Fees”). All such fees shall be fully earned when paid and nonrefundable under any circumstances.

     §4.3 Funds for Payments .

          (a) All payments of principal, interest, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank, on the dates when the amount thereof shall

become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders under the Loan Documents. Subject to the foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent.

          (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes (other than income or franchise taxes imposed on any Lender), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Agent to receive the same net amount which the Lenders or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under any other Loan Document.

          (c) Each Lender organized under the laws of a jurisdiction outside the United States, if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above, indicates the withholding status of such Lender; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve the Borrower of its obligations under §4.3(b). In the event that the Borrower shall have delivered the certificates or vouchers described above for any payments made by the Borrower and such Lender receives a refund of any taxes paid by the Borrower pursuant to §4.3(b), such Lender will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Lender is required to return such refund, the Borrower shall promptly repay to such Lender the amount of such refund.

          (d) The obligations of the Borrower to the Lenders under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time against any of the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with this Agreement, any other Loan Document, or any unrelated transaction; (iii) the occurrence of any Default or

Event of Default; and (iv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

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

     §4.5 Suspension of LIBOR Rate Loans . In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall in its good faith discretion determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly notify the Borrower and the Lenders thereof.

     §4.6 Illegality . Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Lender or its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. Notwithstanding the foregoing, before giving such notice, the applicable Lender shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by Borrower hereunder.

     §4.7 Additional Interest . If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §11.1, the Borrower will pay to the Agent upon demand for the account of the applicable Lenders in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs. Borrower understands, agrees and acknowledges the following: (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for

calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in determining such rate; and (iii) Borrower has accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds.

     §4.8 Additional Costs, Etc . Notwithstanding anything herein to the contrary, but subject to §4.13, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:

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

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

          (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or

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

               (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining the Loan or such Lender’s Commitment, or

               (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or the Loan, or

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

then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such

Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

     §4.9 Capital Adequacy . If after the date hereof any Lender determines in good faith that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to make the Loan hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined by Lender in its good faith discretion, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender.

     §4.10 Breakage Costs . Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from Agent, or such earlier date as may be required by this Agreement.

     §4.11 Default Interest . Following the occurrence and during the continuance of any Event of Default, and regardless of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loan, the Loan shall bear interest payable on demand at a rate per annum equal to two percent (2.0%) above the Base Rate (the “Default Rate”), until such amount shall be paid in full (after as well as before judgment), or if any of such amount shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law.

     §4.12 Certificate . A certificate setting forth any amounts payable pursuant to §4.7, §4.8, §4.9, §4.10 or §4.11 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be conclusive in the absence of manifest error.

     §4.13 Limitation on Interest . Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of

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

     §4.14 Certain Provisions Relating to Increased Costs . If a Lender gives notice of the existence of the circumstances set forth in §4.6 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.8 or §4.9, then, upon request of Borrower, such Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s practice in connection with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be payable by Borrower under the foregoing provisions, provided that such action would not be otherwise prejudicial to such Lender, including, without limitation, by designating another of such Lender’s offices, branches or affiliates; the Borrower agreeing to pay all reasonably incurred costs and expenses incurred by such Lender in connection with any such action. Notwithstanding anything to the contrary contained herein, if no Default or Event of Default shall have occurred and be continuing, and if any Lender has given notice of the existence of the circumstances set forth in §4.6 or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.8 or §4.9 (each, an “Affected Lender”), then, within thirty (30) days after such notice or request for payment or compensation, Borrower shall have the one-time right as to such Affected Lender to be exercised by delivery of written notice delivered to the Agent and the Affected Lender within thirty (30) days of receipt of such notice to elect to cause the Affected Lender to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Affected Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the Lenders do not elect to acquire all of the Affected Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Affected Lender, the Affected Lender’s interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest. The purchase price for the Affected Lender’s Commitment shall equal any and all amounts outstanding and owed by Borrower to the Affected Lender, including principal and all accrued and unpaid interest or fees.

§5. COLLATERAL SECURITY.

     §5.1 Collateral . The Obligations shall be secured by (i) a perfected first priority lien to be held by the Agent for the benefit of the Lenders in the Equity Interests pledged pursuant to the Pledge Agreement and (ii) a perfected first priority lien to be held by the Agent for the benefit of the Lenders in the other Collateral pledged pursuant to the Security Agreement. The Obligations shall be guaranteed by the Guarantors pursuant to the Guaranty.

     §5.2 Additional Guarantors . In the event any direct or indirect Subsidiary of the Borrower shall satisfy the definition of “Material Subsidiary”, whether formed or acquired after the date hereof, the Borrower shall cause each such Subsidiary to promptly, but in any event within fifteen (15) Business Days of satisfying such “Material Subsidiary” definition (as such date may be extended by Agent in its discretion), execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement and such Security Documents as Agent may require. The Borrower and Parent shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

     §5.3 Release of Collateral and Guarantors . Upon the refinancing or repayment of the Obligations in full, then the Agent shall be entitled to release the Collateral from the lien and security interest of the Security Documents and to release the Guarantors, provided that Agent has not received a notice from the “Representative” (as defined in §13.11) or the holder of the Hedge Obligations that any Hedge Obligation is then due and payable to the holder thereof.

§6. REPRESENTATIONS AND WARRANTIES.

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

     §6.1 Corporate Authority, Etc.

          (a) Incorporation; Good Standing . Parent is a Maryland corporation duly organized pursuant to articles of incorporation filed with the Maryland Secretary of State, and is validly existing and in good standing under the laws of Maryland. Parent conducts its business in a manner which enables it to qualify as a real estate investment trust under, and to be entitled to the benefits of, §856 of the Code, and has elected to be treated as and is entitled to the benefits of a real estate investment trust thereunder. The Borrower is a Wisconsin corporation duly organized pursuant to its articles of incorporation filed with the Wisconsin Secretary of State, and is validly existing and in good standing under the laws of Wisconsin. The Borrower (i) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated, and (ii) is in good standing and is duly authorized to do business in the jurisdiction of its organization and in each other jurisdiction where a failure to be so qualified in

such other jurisdiction has had or could reasonably be expected to have a Material Adverse Effect.

          (b) Subsidiaries . Each of the Subsidiaries of the Borrower and Guarantors (other than the Borrower) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction necessary to carry out its business and operations, except where a failure to comply with §6.1(b)(i), (ii) and (iii) individually or in the aggregate has not had and could not reasonably be expected to have a Material Adverse Effect.

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

          (d) Enforceability . The execution and delivery of this Agreement and the other Loan Documents to which any of the Borrower or any Guarantor is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity.

     §6.2 Governmental Approvals . The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained and the filing of the Security Documents in the appropriate records office with respect thereto.

     §6.3 Title to Properties; Etc . Except as indicated on Part I of Schedule 6.3 hereto, the Borrower, the Guarantors and their respective Subsidiaries own or lease all of the assets reflected in the consolidated balance sheet of Parent as at the Balance Sheet Date or acquired or leased since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date) or other adjustments that are not material in amount, subject to no rights of others, including any mortgages, leases pursuant to which Parent or any of its Subsidiaries or

any of their Affiliates is the lessee, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens and as to Subsidiaries of Borrower, except for such defects as individually or in the aggregate have not had and could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries, owns any assets or properties, individually or in the aggregate, with a value (determined at the greater of fair market and book value) in excess of $5,000,000.00, other than materials to be incorporated into a Project.

     §6.4 Financial Statements . The Borrower has furnished to Agent: (a) the unaudited consolidated balance sheet of (i) Parent and its Subsidiaries and (ii) the Borrower and its Subsidiaries, each as of the Balance Sheet Date and the related consolidated statement of income and cash flow for the calendar year then ended, (b) as of the Closing Date, an unaudited statement of Adjusted Consolidated EBITDA of (i) Parent and its Subsidiaries and (ii) the Borrower and its Subsidiaries, each for the period ending on the Balance Sheet Date reasonably satisfactory in form to the Agent, and (c) certain other financial information relating to the Borrower, the Guarantors and the Collateral. Such balance sheets and statements have been prepared in accordance with GAAP and fairly present the consolidated financial condition of Parent and its Subsidiaries and the Borrower and its Subsidiaries, as applicable, as of such dates and the consolidated results of the operations of Parent and its Subsidiaries and the Borrower and its Subsidiaries, as applicable, for such periods.

     §6.5 No Material Changes . Since the Balance Sheet Date or the date of the most recent financial statements delivered pursuant to §7.4, as applicable, there has occurred no materially adverse change in the financial condition or business of the Borrower, Guarantors and their respective Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of the Parent or the Borrower, as applicable, as of the Balance Sheet Date, or its consolidated statement of income or cash flows for the calendar year then ended, other than changes that have not and could not reasonably be expected to have a Material Adverse Effect.

     §6.6 Franchises, Patents, Copyrights, Etc . The Borrower, the Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others except where such failure individually or in the aggregate has not had and could not reasonably be expected to have a Material Adverse Effect.

     §6.7 Litigation . Except as stated on Schedule 6.7 , there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the Borrower threatened against (a) the Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto or any lien, security title or security interest created or intended to be created pursuant hereto or thereto, or which if adversely determined could reasonably be expected to have a Material Adverse Effect or (b) any Person arising out of or relating to the Acquisition. Except as set forth on Schedule 6.7 , there are no judgments, final orders or awards outstanding against or affecting the Borrower, any Guarantor, any of their respective Subsidiaries or any Collateral.

     §6.8 No Material Adverse Contracts, Etc . None of the Borrower, any Guarantor or any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. None of the Borrower, any Guarantor or any of their respective Subsidiaries is a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect.

     §6.9 Compliance with Other Instruments, Laws, Etc . None of the Borrower, any Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

     §6.10 Tax Status . Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers or partners of such Person know of no basis for any such claim. There are no audits pending or to the knowledge of Borrower threatened with respect to any tax returns filed by Borrower, any Guarantor or their respective Subsidiaries. The taxpayer identification number for Parent is 20-3126457, and for the Borrower is 27-0075162.

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

     §6.12 Investment Company Act . None of the Borrower, any Guarantor or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

     §6.13 Absence of Liens . There are no Liens on any property of the Borrower, any Guarantor or any of their respective Subsidiaries or rights thereunder except as permitted by §8.2.

     §6.14 Labor Matters . Excep