NEWKIRK MASTER LP
RECOURSE GUARANTY
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>file010.txt
<DESCRIPTION>RECOURSE GUARANTY
<TEXT>
<PAGE>


                                    GUARANTY

                                 [NMLP Guaranty]


         GUARANTY, dated as of November 24, 2003 (the "GUARANTY"), by THE
NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the
"GUARANTOR"), in favor of FLEET NATIONAL BANK, a national banking association
having an address at 100 Federal Street, Boston, Massachusetts 02110, as the
agent (Fleet National Bank, in such capacity as the agent, hereinafter referred
to as the "AGENT") for a syndicate of Lenders (singly and collectively, the
"LENDERS") as specifically provided in the Loan Agreement (as defined below).


                             INTRODUCTORY STATEMENT

         WHEREAS, pursuant to that certain Master Loan Agreement dated as of
November 24, 2003 (as amended, supplemented or otherwise modified from time to
time, the "LOAN AGREEMENT") entered into by and among the Guarantor, T-Two
Partners, L.P., a Delaware limited partnership ("T- TWO"), the Agent and the
Lenders, the Agent and the Lenders have agreed to make a loan to the Guarantor
in the aggregate principal amount of $216,000,000.00 (the "NMLP LOAN") and a
loan to T-Two in the aggregate principal amount of $309,000,000.00 (the "T-TWO
LOAN") (the NMLP Loan and the T-Two Loan sometimes are referred to herein,
collectively, as the "LOANS"), upon the terms and subject to the conditions set
forth therein. Capitalized terms used herein and not otherwise defined herein,
but defined in the Loan Agreement, shall have the meaning set forth in the Loan
Agreement.

         WHEREAS, the Guarantor has substantial financial dealings with T-Two
and is affiliated with T-Two (either by ownership, contractual relationship,
employment or other meaningful business relationship), and the lending of money
and other extensions of the T-Two Obligations by the Agent and the Lenders to
T-Two will enhance and benefit the business activities and interests of the
Guarantor.

         WHEREAS, as a condition to making the Loans, the Agent and the Lenders
have required the Guarantor to execute and deliver this Guaranty, guaranteeing
the payment and performance of all T-Two Obligations arising under or pursuant
to the Loan Agreement.

         WHEREAS, the Guarantor has executed and delivered certain Security
Documents, each dated as of the date hereof, in favor of the Agent and the
Lenders as described in Schedule 1 hereto to secure the Guarantor's obligations
hereunder.

         NOW THEREFORE, in consideration of the premises and in order to induce
the Agent and the Lenders to make the Loans and extend other financial
accommodations under the Loan Agreement, the Guarantor hereby agrees as follows:

         Section 1. Guaranty. The Guarantor hereby irrevocably and
unconditionally guarantees the punctual payment when due, whether at stated
maturity, after maturity, by acceleration or otherwise, and the punctual
performance, of all present and future T-Two Obligations under the Loan
Agreement and each other T-Two Loan Document, each as the same may be hereafter
amended, modified, extended, renewed or recast, including but not limited to the
payment of $309,000,000.00, together with interest and other charges thereon, as
provided in the Loan Agreement and the T-Two Note executed thereunder (the
foregoing being herein referred to as the "GUARANTEED OBLIGATIONS").




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         Section 2. Waiver. The Guarantor hereby absolutely, unconditionally and
irrevocably waives, to the fullest extent permitted by law, (i) promptness,
diligence, notice of acceptance and any other notice with respect to this
Guaranty, (ii) presentment, demand of payment, protest, notice of dishonor or
nonpayment and any other notice with respect to the Guaranteed Obligations,
(iii) any requirement that the Agent protect, secure, perfect or insure any
security interest or Lien on any property subject thereto or exhaust any right
or take any action against T-Two or any other Person or any collateral (other
than the Collateral pledged to the Agent and the Lenders pursuant to the
Security Documents), (iv) any and all right to assert any defense (other than
the defense of indefeasible payment), set-off, counterclaim or cross-claim of
any nature whatsoever with respect to this Guaranty (except as otherwise
provided in Section 20(a)(iii) hereof), the obligations of the Guarantor
hereunder or the obligations of any other person or party relating to this
Guaranty or the obligations of the Guarantor hereunder or otherwise with respect
to the Guaranteed Obligations in any action or proceeding brought by the Agent
to collect the Guaranteed Obligations or any portion thereof or to enforce the
obligations of the Guarantor under this Guaranty, and (v) any other action,
event or precondition to the enforcement of this Guaranty or the performance by
the Guarantor of the obligations hereunder.

         Section 3. Guaranty Absolute.

                  (a) The Guarantor guarantees that, to the fullest extent
         permitted by law, the Guaranteed Obligations will be paid or performed
         strictly in accordance with their terms, regardless of any law,
         regulation or order now or hereafter in effect in any jurisdiction
         affecting any of such terms or the rights of the Agent with respect
         thereto.

                  (b) No invalidity, irregularity, voidability, voidness or
         unenforceability of the Loan Agreement, the T-Two Note, or any other
         T-Two Loan Document or any other agreement or instrument relating
         thereto, or of all or any part of the Guaranteed Obligations or of any
         security therefor shall affect, impair or be a defense to this
         Guaranty.

                  (c) This Guaranty is one of payment and performance, not
         collection, and the obligations of the Guarantor under this Guaranty
         are independent of the Guaranteed Obligations, and a separate action or
         actions may be brought and prosecuted against the Guarantor to enforce
         this Guaranty, irrespective of whether any action is brought against T-
         Two or any Affiliate or Subsidiary thereof or whether T-Two or any
         Affiliate or Subsidiary thereof is joined in any such action or
         actions.

                  (d) The liability of the Guarantor under this Guaranty shall
         be absolute and unconditional irrespective of:

                           (i) any change in the manner, place or terms of
         payment or performance, and/or any change or extension of the time of
         payment or performance of, renewal or alteration of, any Guaranteed
         Obligation, any security therefor, or any liability incurred directly
         or indirectly in respect thereof, or any other amendment or waiver of
         or any consent to departure from the Loan Agreement or the T-Two Note
         or any other T-Two Loan Document, including any increase in the
         Guaranteed Obligations resulting from the extension of additional
         credit to T-Two or any Subsidiary or Affiliate thereof or otherwise;

                           (ii) any sale, exchange, release, surrender,
         realization upon any property by whomsoever at any time pledged or
         mortgaged to secure, or howsoever securing, all or any of the
         Guaranteed Obligations (other than the Collateral pledged to the Agent
         and the Lenders under the Security Documents), and/or any offset
         against such Guaranteed Obligations, or failure to perfect, or continue
         the perfection of, any Lien in any such property,



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         or delay in the perfection of any such Lien, or any amendment or waiver
         of or consent to departure from any other guaranty for all or any of
         the Guaranteed Obligations;

                           (iii)    any exercise or failure to exercise any
         rights against T-Two or any Affiliate or Subsidiary thereof or others
         (including the Guarantor);

                           (iv) any settlement or compromise of any Guaranteed
         Obligation, any security therefor or any liability (including any of
         those hereunder) incurred directly or indirectly in respect thereof or
         hereof;

                           (v) any manner of application of Collateral, or
         proceeds thereof, to all or any of the Guaranteed Obligations, or any
         manner of sale or other disposition of any Collateral for all or any of
         the Guaranteed Obligations or any other assets of T-Two or any
         Affiliate or Subsidiary thereof,

                           (vi)     any change, restructuring or termination of
         the existence of T-Two or any Affiliate or Subsidiary thereof;

                           (vii) the release of T-Two or any other party, other
         than the Guarantor, now or hereafter liable upon or in respect of the
         T-Two Loan Documents; or

                           (viii) any other agreements or circumstance of any
         nature whatsoever which might otherwise constitute a defense available
         to, or a discharge of, this Guaranty and/or the obligations of the
         Guarantor hereunder, or a defense to, or discharge of, T-Two or any
         Affiliate or Subsidiary thereof relating to this Guaranty or the
         obligations of the Guarantor hereunder or otherwise with respect to the
         T-Two Loan or other financial accommodations to T-Two (other than the
         defense of indefeasible payment).

                  (e) The Agent may at any time and from time to time (whether
or not after revocation or termination of this Guaranty) without the consent of,
or notice (except as shall be required by applicable statute and cannot be
waived) to, the Guarantor, and without incurring responsibility to the Guarantor
or impairing or releasing the obligations of the Guarantor hereunder, apply any
sums by whomsoever paid or howsoever realized to any Guaranteed Obligation
regardless of what Guaranteed Obligations remain unpaid.

                  (f) This Guaranty shall continue to be effective or be
reinstated, as the case may be, if claim is ever made upon the Agent for
repayment or recovery of any amount or amounts received by the Agent in payment
or on account of any of the Guaranteed Obligations as a result of laws relating
to preferences, fraudulent transfers and fraudulent conveyances, and the Agent
repays all or part of said amount by reason of any judgment, decree or order of
any court or administrative body having jurisdiction over the Agent or its
property, or any settlement or compromise of any such claim effected by the
Agent with any such claimant (including T-Two). In such event the Guarantor
agrees that any such judgment, decree, order, settlement or compromise shall be
binding upon the Guarantor, notwithstanding any revocation hereof or the
cancellation of any note (including the T- Two Note) or other instrument
evidencing any Guaranteed Obligation, and the Guarantor shall be and remain
liable to the Agent hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by the Agent.

         Section 4. Continuing Guaranty. This Guaranty is a continuing one and
shall (i) remain in full force and effect until the indefeasible payment and
satisfaction in full of the Guaranteed Obligations, (ii) be binding upon the
Guarantor, its successors and assigns, and (iii) inure to the benefit of, and be
enforceable by, the Agent and the Lenders. All obligations to which this
Guaranty applies shall be conclusively presumed to have been created in reliance
hereon.



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         Section 5. Representations, Warranties and Covenants. The Guarantor
hereby represents, warrants and covenants to and with the Agent and the Lenders
that:

                  (a) The Guarantor has the power to execute and deliver this
         Guaranty and to incur and perform its obligations hereunder;

                  (b) The Guarantor has duly taken all necessary action to
         authorize the execution, delivery and performance of this Guaranty and
         to incur and perform its obligations hereunder;

                  (c) No consent, approval, authorization or other action by,
         and no notice to or of, or declaration or filing with, any governmental
         or other public body, or any other Person, is required for the due
         authorization, execution, delivery and performance by the Guarantor of
         this Guaranty or the consummation of the transactions contemplated
         hereby;

                  (d) The execution, delivery and performance by the Guarantor
         of this Guaranty does not and will not, with the passage of time or the
         giving of notice or both, violate or otherwise conflict with any term
         or provision of any material agreement, instrument, judgment, decree,
         order or any statute, rule or governmental regulation applicable to the
         Guarantor or result in the creation of any Lien upon any of its
         properties or assets pursuant thereto;

                  (e) This Guaranty has been duly authorized, executed and
         delivered by the Guarantor and constitutes the legal, valid and binding
         obligation of the Guarantor, and is enforceable against the Guarantor
         in accordance with its terms, except as enforcement thereof may be
         subject to the effect of any applicable bankruptcy, insolvency,
         reorganization, moratorium or similar law affecting creditors' rights
         generally, and general principles of equity (regardless of whether such
         enforcement is sought in a proceeding in equity or at law); and

                  (f) The granting of the T-Two Loan to T-Two will constitute a
         material economic benefit to the Guarantor.

         Section 6. Affirmative Covenants. The Guarantor covenants and agrees
that, from the date hereof and so long as the T-Two Loan or the other Guaranteed
Obligations remain outstanding, the Guarantor shall pay, perform, observe and
otherwise comply with all of the affirmative covenants set forth in Section 7.2
of the Loan Agreement that have been made by T-Two therein with respect to the
T-Two Loan Parties, but only to the extent that such covenants were made with
respect to the Guarantor.

         Section 7. Negative Covenants. The Guarantor covenants and agrees that,
from the date hereof and so long as the T-Two Loan or the other Guaranteed
Obligations remain outstanding, the Guarantor shall not take any action (or
otherwise suffer or permit to occur any event) contrary to the negative
covenants set forth in Section 8.2 of the Loan Agreement, as agreed by T-Two
therein with respect to the T-Two Loan Parties, but only to the extent that such
covenants were made with respect to the Guarantor.

         Section 8. Expenses. The Guarantor will, upon demand, reimburse the
Agent for any sums, costs, and expenses which the Agent and/or the Lenders may
pay or incur pursuant to the provisions of this Guaranty or in enforcing this
Guaranty or in enforcing payment of the Guaranteed Obligations or otherwise in
connection with the provisions hereof, including court costs, collection
charges, and reasonable attorneys' fees, together with interest thereon as
specified in Section 15 hereof.



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         Section 9. Terms.

                  (a) All terms defined in the Uniform Commercial Code of The
         Commonwealth of Massachusetts (as amended and in effect from time to
         time, the "UCC") and used herein shall have the meanings as defined in
         the UCC, unless the context otherwise requires.

                  (b) The words "include," "includes" and "including" shall be
         deemed to be followed by the phrase "without limitation".

                  (c) All references herein to Sections and subsections shall be
deemed to be references to Sections and subsections of this Guaranty unless the
context shall otherwise require.

         Section 10. Amendments and Modification. No provision hereof shall be
modified, altered or limited except by written instrument expressly referring to
this Guaranty and to such provision, and executed by the party to be charged.

         Section 11. Waiver of Subrogation Rights. Until such time as all the
Guaranteed Obligations have been indefeasibly satisfied (including the
expiration of any applicable voidable preference period under the federal
bankruptcy laws), the Guarantor hereby waives and releases any and all rights
and claims it may now or hereafter have or acquire against T-Two that would
constitute it a "creditor" of T-Two for purposes of the federal bankruptcy laws,
including all rights of subrogation against T-Two and its property and all
rights of indemnification, contribution and reimbursement from T-Two and its
property, regardless of whether such rights arise in connection with this
Guaranty, by operation of law, pursuant to contract or otherwise.


         Section 12. Remedies Upon Default.

                  (a) Upon the occurrence and during the continuance of any
         Event of Default, in addition to any other rights and remedies which
         the Agent and/or the Lenders may have hereunder or at law, and not in
         limitation thereof, the Agent may, without notice to or demand upon
         T-Two or the Guarantor, declare any Guaranteed Obligations immediately
         due and payable, and shall be entitled to enforce the obligations of
         the Guarantor hereunder.

                  (b) The Agent's rights under this Guaranty shall be in
         addition to, and not in limitation of, all of the rights and remedies
         of the Agent and/or the Lenders under the T-Two Loan Documents. All
         rights and remedies of the Agent and/or the Lenders shall be cumulative
         and may be exercised in such manner and combination as the Agent and/or
         the Lenders, respectively, may determine.

         Section 13. Set-Off. After the occurrence and during the continuance of
any Event of Default, any Accounts, deposits, balances or other sums credited by
or due from the Agent, any affiliate of the Agent or FleetBoston Financial
Corporation or any of the Lenders, or from any affiliate of any of the Lenders,
to the Guarantor may to the fullest extent not prohibited by applicable law at
any time or from time to time, without regard to the existence, sufficiency or
adequacy of any other collateral, and without notice or compliance with any
other condition precedent now or hereafter imposed by statute, rule of law or
otherwise, all of which are hereby waived to the fullest extent permitted by
law, be set off, appropriated and applied by the Agent against any or all of the
Guaranteed Obligations irrespective of whether demand shall have been made, in
such manner as the Agent in its sole and absolute discretion may determine.
Within three (3) Business Days of making any such set off, appropriation or
application, the Agent agrees to notify Guarantor thereof, provided the failure
to give such notice shall not affect the validity of such set off or
appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY OF
THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER



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COLLATERAL WHICH SECURES THE T-TWO LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF
WITH RESPECT TO SUCH ACCOUNTS, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE
GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

         Section 14. Statute of Limitations. Any acknowledgment or new promise,
whether by payment of principal or interest or otherwise and whether by T-Two or
others (including the Guarantor), with respect to any of the Guaranteed
Obligations shall, if the statute of limitations in favor of the Guarantor
against the Agent shall have commenced to run, toll the running of such statute
of limitations and, if the period of such statute of limitations shall have
expired, prevent the operation of such statute of limitations.

         Section 15. Interest. All amounts payable from time to time by the
Guarantor hereunder shall bear interest at the Default Rate, provided, that such
interest shall not be duplicative of any obligations payable under the Loan
Agreement.

         Section 16. Rights and Remedies Not Waived. No act, omission or delay
by the Agent shall constitute a waiver of its rights and remedies hereunder or
otherwise. No single or partial waiver by the Agent of any default hereunder or
right or remedy which it may have shall operate as a waiver of any other
default, right or remedy or of the same default, right or remedy on a future
occasion.

         Section 17. Admissibility of Guaranty. The Guarantor agrees that any
copy of this Guaranty signed by the Guarantor and transmitted by telecopier for
delivery to the Agent shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence.

         Section 18. Notices. All notices, requests and demands to or upon the
Agent, the Lenders or the Guarantor under this Guaranty shall be in writing and
given as provided in the Loan Agreement (and with respect to the Guarantor, c/o
T-Two at the address of T-Two as set forth in the Loan Agreement).

         Section 19. Counterparts. This Guaranty may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original and all of
which shall together constitute one and the same agreement.


         SECTION 20. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; ETC.

                  (A) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
         GUARANTY OR ANY SECURITY DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
         COMMONWEALTH OF MASSACHUSETTS OR OF THE UNITED STATES OF AMERICA FOR
         THE DISTRICT OF MASSACHUSETTS, AND, BY EXECUTION AND DELIVERY OF THIS
         GUARANTY, THE GUARANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
         PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION
         OF THE AFORESAID COURTS. THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY
         AND IRREVOCABLY WAIVES, IN CONNECTION WITH ANY SUCH ACTION OR
         PROCEEDING, (I) TRIAL BY JURY, (II) TO THE EXTENT IT MAY EFFECTIVELY DO
         SO UNDER APPLICABLE LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
         LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
         IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR
         PROCEEDING IN SUCH RESPECTIVE



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         JURISDICTIONS AND (III) THE RIGHT TO IMPOSE ANY SET-OFF, COUNTERCLAIM
         OR CROSS-CLAIM UNLESS SUCH SET-OFF, COUNTERCLAIM OR CROSS-CLAM COULD
         NOT, BY REASON OF ANY APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE
         INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER ACTION.

                  (b) The Guarantor irrevocably consents to the service of
         process of any of the aforementioned courts in any such action or
         proceeding by the mailing of copies thereof by certified mail, postage
         prepaid, to the Guarantor at its address determined pursuant to Section
         18 hereof.

                  (c) Nothing herein shall affect the right of the Agent to
         serve process in any other manner permitted by law or to commence legal
         proceedings or otherwise proceed against the Guarantor in any other
         jurisdiction.

                  (d) The Guarantor hereby waives presentment, notice of
         dishonor and protests of all instruments included in or evidencing any
         of the Guaranteed Obligations, and any and all other notices and
         demands whatsoever (except as expressly provided herein).

         SECTION 21. GOVERNING LAW. THIS GUARANTY, THE SECURITY DOCUMENTS AND
THE GUARANTEED OBLIGATIONS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS APPLICABLE TO CONTRACTS EXECUTED AND TO BE
PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

         Section 22.       Captions; Separability.

                  (a) The captions of the Sections and subsections of this
         Guaranty have been inserted for convenience only and shall not in any
         way affect the meaning or construction of any provision of this
         Guaranty.

                  (b) If any term of this Guaranty shall be held to be invalid,
         illegal or unenforceable, the validity of all other terms hereof shall
         in no way be affected thereby.

         Section 23. Acknowledgment of Receipt. The Guarantor acknowledges
receipt of a copy of this Guaranty and each of the T-Two Loan Documents.

         Section 24. Entire Agreement. This Guaranty sets forth the entire
agreement and understanding of the Agent, the Lenders and the Guarantor with
respect to the matters covered hereby and, by accepting this Guaranty, the
Guarantor acknowledges that no oral or other understanding, agreements,
representations or warranties have been made and/or exist with respect to the
matters covered by this Guaranty or with respect to the obligations of the
Guarantor hereunder or otherwise, except as specifically set forth in this
Guaranty.





                            [SIGNATURE PAGE FOLLOWS]



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         IN WITNESS WHEREOF, the Guarantor has duly executed or caused this
Guaranty to be duly executed in The Commonwealth of Massachusetts as of the date
first above set forth.

                                       THE NEWKIRK MASTER LIMITED PARTNERSHIP,
                                       A Delaware limited partnership

                                       By: MLP GP LLC, its General Partner

                                           By: Newkirk MLP Corp., its Manager


                                           By:_________________________________
                                           Name: Carolyn Tiffany
                                           Title: Chief Operating Officer





























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                                   Schedule 1


         Security Agreement (All Assets), dated as of November 24, 2003, made by
the Guarantor to and in favor of the Agent and the Lenders.

         Ownership Interest Pledge and Security Agreement of Limited Partnership
Interests in NMLP Partnerships (except GMAC Borrowers) and Membership Interests
in Newkirk GP Holding LLC, dated as of November 24, 2003, made by the Guarantor,
Newkirk GP Holding LLC and the NMLP Partnership GPs to and in favor of the Agent
and the Lenders.

         Ownership Interest Pledge and Security Agreement of Limited Partnership
Interests in NMLP Partnerships (GMAC Borrowers) and Membership Interests in
Newkirk GP Holding LLC, dated as of November 24, 2003, made by the Guarantor and
Newkirk GP Holding LLC to and in favor of the Agent and the Lenders.

         Ownership Interest Pledge and Security Agreement of Ownership Interests
in NMLP Subsidiaries, dated as of November 24, 2003, made by the Guarantor to
and in favor of the Agent and the Lenders.

         Ownership Interest Pledge and Security Agreement of Membership
Interests in Newkirk GP LLC, Newkirk Finco LLC and Newkirk Capital LLC, dated as
of November 24, 2003, made by the Guarantor to and in favor of the Agent and the
Lenders.

         Depository Account Pledge and Security Agreement, dated as of November
24, 2003, by and between, among others, the Guarantor, the Agent and the
Lenders.

         Collateral Assignment of Omnibus Agreement; Put-Call Option Agreement
Amendment; Loan Commitment and Agreement to Guaranty, dated as of November 24,
2003, made by the Guarantor to and in favor of the Agent and the Lenders.





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