Exhibit 10.3

                              AMENDMENT AND RESTATEMENT AGREEMENT dated as of
                        November 17, 2003, among CARNIVAL CORPORATION (the
                        "Company"), the other borrowers party hereto (the
                        "Borrowing Subsidiaries"), CARNIVAL PLC (the
                        "Guarantor"), the Lenders party hereto and JPMORGAN
                        CHASE BANK, as successor to The Chase Manhattan Bank, as
                        Agent, under the Credit Agreement dated as of June 26,
                        2001, among the Company, the other Borrowers referred to
                        therein, the lenders referred to therein and the Agent,
                        as in effect on the date hereof (the "Existing Credit
                        Agreement").

            WHEREAS the Company has requested, and the Lenders party hereto and
the Agent have agreed, upon the terms and subject to the conditions set forth
herein, that the Existing Credit Agreement be amended and restated as provided
herein;

            NOW, THEREFORE, the Borrowers, the Guarantor, the Required Lenders
and the Agent hereby agree as follows:

            SECTION 1. Defined Terms. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Restated Credit
Agreement referred to below.

            SECTION 2. Restatement Effective Date. (a) The transactions provided
for in Section 3 hereof shall be consummated at a closing to be held on the
Restatement Effective Date at the offices of Cravath, Swaine & Moore LLP, or at
such other time and place as the Company and the Agent shall agree upon.

            (b) The "Restatement Effective Date" shall be a date specified by
the Company (not later than December 1, 2003) as of which all the conditions set
forth or referred to in Section 4 hereof shall have been satisfied. The Company
shall give not less than one Business Day's written notice to the Agent
proposing a date as the Restatement Effective Date, and the Agent shall notify
the Lenders of the date so proposed. This Agreement shall terminate at 5:00
p.m., New York City time, on December 1, 2003, if the Restatement Effective Date
shall not have occurred at or prior to such time.

                  SECTION 3. Amendment and Restatement of the Existing Credit
Agreement; Loans. (a) Effective upon the Restatement Effective Date, the
Existing Credit Agreement is hereby amended and restated to read in its entirety
as set forth in Exhibit A hereto (the "Restated Credit Agreement"), the
Guarantor shall be a party thereto, and the Agent is hereby directed by the
Lenders party hereto to enter into such documents and to take such other actions
as may be required to give effect to the transactions contemplated hereby. From
and after the effectiveness of such amendment and restatement, the terms
"Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and
words of similar import, as used in the Restated Credit Agreement, shall, unless
the context otherwise requires, refer to the Existing Credit Agreement as
amended and restated in the form of the Restated Credit Agreement, and

<PAGE>

the term "Credit Agreement", as used in the other Loan Documents, shall mean the
Restated Credit Agreement.

            (b) All Loans outstanding under the Existing Credit Agreement on the
Restatement Effective Date shall continue to be outstanding under the Restated
Credit Agreement, and on and after the Restatement Effective Date, the terms of
the Restated Credit Agreement will govern the rights and obligations of the
Company, the other Borrowers, the Lenders and the Agent with respect thereto.

            SECTION 4. Conditions. The consummation of the transactions set
forth in Section 3 of this Agreement shall be subject to the satisfaction (or
waiver in accordance with Section 5 below) of the following conditions
precedent:

            (a) The Agent (or its counsel) shall have received from the
Borrowers, the Guarantor and the Required Lenders either (i) a counterpart of
this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Agent (which may include telecopy or other electronic
transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement.

            (b) The Agent (or its counsel) shall have received from the Company
and the Guarantor either (i) a counterpart of the agreement described in clause
(b) of the definition of the term "Guarantee Agreement" in the Restated Credit
Agreement signed on behalf of such party or (ii) written evidence satisfactory
to the Agent (which may include telecopy or other electronic transmission of a
signed signature page of such agreement) that such party has signed a
counterpart of such agreement.

            (c) The Agent shall have received favorable written opinions
(addressed to the Agent and the Lenders and dated the Restatement Effective
Date) of (i) counsel to the Guarantor, substantially in the form of Exhibit A
hereto, and covering such other matters relating to the Guarantor, the Loan
Documents or the Restatement Transactions as the Agent shall reasonably request.
The Company and the Guarantor hereby request such counsel to deliver such
opinions.

            (d) The Agent shall have received such documents and certificates as
the Agent or its counsel may reasonably request relating to the organization,
existence and good standing of the Guarantor, the authorization of the
Restatement Transactions and any other legal matters relating to the Borrowers
and the Guarantor, the Loan Documents or the Restatement Transactions, all in
form and substance satisfactory to the Agent and its counsel.

            (e) The Agent shall have received all fees and other amounts due and
payable on or prior to the Restatement Effective Date including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses (including
reasonable fees, charges and disbursements of counsel) required to be reimbursed
or paid by any Borrower or the Guarantor hereunder or under any other Loan
Document.

The Agent shall notify the Company and the Lenders of the Restatement Effective
Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the

<PAGE>

consummation of the transactions set forth in Section 3 of this Agreement shall
not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 5 below) at or prior to 5:00 p.m., New York City
time, on December 1, 2003 (and, in the event such conditions are not so
satisfied or waived, the Existing Credit Agreement shall remain in effect
without giving effect to any provisions of this Agreement).

            SECTION 5. Effectiveness; Counterparts; Amendments. Except as
provided in Section 4 above, this Agreement shall become effective when copies
hereof which, when taken together, bear the signatures of the Borrowers, the
Guarantor, the Agent and the Required Lenders shall have been received by the
Agent. This Agreement may not be amended nor may any provision hereof be waived
except pursuant to a writing signed by the Company, the Guarantor, the Agent and
the Required Lenders. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or other
electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.

            SECTION 6. No Novation. This Agreement shall not extinguish the
Indebtedness outstanding under the Existing Credit Agreement. Nothing herein
contained shall be construed as a substitution or novation of the Indebtedness
outstanding under the Existing Credit Agreement, which shall remain outstanding
after the Restatement Effective Date as modified hereby.

            SECTION 7. Notices. All notices hereunder shall be given in
accordance with the provisions of Section 9.02 of the Restated Credit Agreement.

            SECTION 8. Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.

            (B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF
THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN
EXCEPT THAT THE TERM "AGREEMENT" THEREIN SHALL BE DEEMED TO REFER TO THIS
AGREEMENT.

<PAGE>

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

                                             CARNIVAL CORPORATION,

                                             by

                                                 /s/ Gerald R. Cahill
                                                 --------------------------
                                                 Name: Gerald R. Cahill
                                                 Title: Sr. VP & CFO


                                             GIBS, INC.,

                                             by

                                                 /s/ Arnaldo Perez
                                                 --------------------------
                                                 Name: Arnaldo Perez
                                                 Title:


                                             HOLLAND AMERICA LINE INC.,

                                             by

                                                 /s/ Larry D. Calkins
                                                 --------------------------
                                                 Name: Larry D. Calkins
                                                 Title: V.P Finance/CFO


                                             CARNIVAL PLC,

                                             by

                                                 /s/ Gerald R. Cahill
                                                 --------------------------
                                                 Name: Gerald R. Cahill
                                                 Title: Sr. VP & CFO


                                             JPMORGAN CHASE BANK, formerly
                                             known as The Chase Manhattan Bank,
                                             individually and as Agent,

                                             by

                                                 /s/ Donald Shokrian
                                                 --------------------------
                                                 Name: Donald S. Shokrian
                                                 Title: Managing Director

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  BANCA DI ROMA - NEW YORK BRANCH

by

     /s/ Guido Lanzoni
     ----------------------------
     Name: Guido Lanzoni
     Title: Assistant Treasurer


     /s/ Steven Paley
     ----------------------------
     Name: Steven Paley
     Title: First Vice President

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  BANCA INTESA - NEW YORK BRANCH

by

     /s/ Frank Maffei
     -----------------------
     Name: Frank Maffei
     Title: Vice President


     /s/ Mark Mooney
     -----------------------
     Name: Mark Mooney
     Title: Vice President

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  BANKL OF AMERICA N.A.

by

     /s/ Matthew Koenig
     -------------------------
     Name: Matthew Koenig
     Title: Managing Director

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  BNP PARIBAS

by

     /s/ Angela Arnold
     --------------------------
     Name: Angela Arnold
     Title: Vice President


     /s/ Mike Shryock
     --------------------------
     Name: Mike Shryock
     Title: Director

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  CITIBANK, N.A.

by

     /s/ Chrles R. Delamater
     -----------------------------------
     Name: Charles R. Delamater
     Title: Managing Director
            Senior Credit Officer

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  CREDIT SUISSE FIRST BOSTON acting through its Cayman Islands Branch

by

     /s/ Bill O'
     -----------------------
     Name: Bill O'
     Title: Director


     /s/ Cassandra Droogan
     -----------------------
     Name: Steven Paley
     Title: Associate

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  DEN NORSKE BANK ASA

by

     /s/ Sanjiv Nayar
     ---------------------------
     Name: Sanjiv Nayar
     Title: First Vice President


     /s/ B. Henricksen
     ---------------------------
     Name: Berit L. Henriksen
     Title: Executive Vice President and General Manager

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution   MERRILL LYNCH BANK USA

by

     /s/ Louis Alder
     ------------------------
     Name: Louis Alder
     Title: Vice President

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  SUNTRUST BANK

by

     /s/ Donald J. Campisano
     -----------------------------
     Name: Donald J. Campisano
     Title: Managing Director

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  THE NORTHERN TRUST COMPANY

by

     /s/ Chris McKean
     ------------------------
     Name: Chris McKean
     Title: Vice President

<PAGE>

                                        SIGNATURE PAGE TO AMENDMENT AND
                                        RESTATEMENT AGREEMENT DATED AS OF
                                        NOVEMBER 17, 2003, AMONG CARNIVAL
                                        CORPORATION, CARNIVAL PLC, THE LENDERS
                                        PARTY HERETO AND JPMORGAN CHASE BANK, AS
                                        AGENT, UNDER THE CREDIT AGREEMENT DATED
                                        AS OF JUNE 26, 2001, AS AMENDED, AMONG
                                        CARNIVAL CORPORATION, THE OTHER
                                        BORROWERS REFERRED TO THEREIN, THE
                                        LENDERS REFERRED TO THEREIN AND JPMORGAN
                                        CHASE BANK, AS AGENT, AS IN EFFECT ON
                                        THE DATE HEREOF.

To Approve Amendment
and Restatement Agreement:

Institution  WESTLB AG (f/n/a Westdeutche Landesbank Girozentrale),
             NEW YORK BRANCH

by

     /s/ Richard J. Pearse
     -----------------------------
     Name: Richard J. Pearse
     Title: Executive Director


     /s/ Lucie L. Guernsey
     -----------------------------
     Name: Lucie L. Guernsey
     Title: Executive Director

<PAGE>

                                                                       EXHIBIT A

                               U.S. $1,400,000,000

                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                           Dated as of June 26, 2001,

                  Amended and Restated as of November 17, 2003

                                      Among

                              CARNIVAL CORPORATION,
                          as a Borrower and Guarantor,

                     Any Additional Borrowers Party Hereto,

                                  CARNIVAL PLC,
                                  as Guarantor,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                                    as Agent,

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,

                          J.P. MORGAN SECURITIES INC.,
                             as Joint Lead Arranger,

                         BANC OF AMERICA SECURITIES LLC,
                             as Joint Lead Arranger

                                       and

                                  BNP PARIBAS,
                                 CITIBANK N.A.,
                                       and
                     UNICREDITO ITALIANO - New York Branch,
                           as Co-Documentation Agents

<PAGE>

                                Table of Contents

                                                                            Page

                                    ARTICLE I

                                   Definitions

SECTION 1.01. Definitions......................................................4
SECTION 1.02. Governing Language..............................................23
SECTION 1.03. Computation of Time Periods.....................................23
SECTION 1.04. Classification of Loans and Borrowings..........................23
SECTION 1.05. Terms Generally.................................................23
SECTION 1.06. Accounting Terms; GAAP..........................................23

                                   ARTICLE II

                                   The Credits

SECTION 2.01. Commitments.....................................................24
SECTION 2.02. Loans and Borrowings............................................24
SECTION 2.03. Requests for Revolving Borrowings...............................25
SECTION 2.04. Competitive Bid Procedure.......................................26
SECTION 2.05. Funding of Borrowings...........................................28
SECTION 2.06. Interest Elections..............................................29
SECTION 2.07. Termination and Reduction of Commitments........................30
SECTION 2.08. Repayment of Loans; Evidence of Debt............................31
SECTION 2.09. Prepayment of Loans.............................................31
SECTION 2.10. Fees............................................................32
SECTION 2.11. Interest........................................................33
SECTION 2.12. Alternate Rate of Interest......................................34
SECTION 2.13. Increased Costs.................................................35
SECTION 2.14. Break Funding Payments..........................................36
SECTION 2.15. Taxes.......................................................... 37
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.....39
SECTION 2.17. Mitigation Obligations; Replacement of Lenders..................40
SECTION 2.18. Borrowing Subsidiaries..........................................41
SECTION 2.19. Additional Reserve Costs........................................41
SECTION 2.20. Redenomination of Certain Designated Foreign Currencies.........42
SECTION 2.21. Assigned Dollar Value...........................................43
SECTION 2.22. Borrowers' Increase of Commitments..............................43

<PAGE>

                                   ARTICLE III

                              Conditions of Lending

SECTION 3.01. [Intentionally Omitted.]........................................46
SECTION 3.02. Conditions Precedent to Each Revolving Borrowing................46
SECTION 3.03. Conditions Precedent to Each Competitive Loan Borrowing.........46
SECTION 3.04. Initial Borrowing by Each Borrowing Subsidiary..................47

                                   ARTICLE IV

                         Representations and Warranties

SECTION 4.01. Representations and Warranties of the Borrowers.................47

                                    ARTICLE V

                    Covenants of the Borrowers and Guarantor

SECTION 5.01. Affirmative Covenants...........................................52
SECTION 5.02. Negative Covenants..............................................56

                                   ARTICLE VI

                                     Default

SECTION 6.01. Events of Default...............................................58

                                   ARTICLE VII

        Relation of Lenders; Assignments, Designations And Participations

SECTION 7.01. Lenders and Agent...............................................61
SECTION 7.02. Setoff..........................................................61
SECTION 7.03. Approvals.......................................................62
SECTION 7.04. Exculpation.....................................................62
SECTION 7.05. Indemnification.................................................63
SECTION 7.06. Agent as Lender.................................................63
SECTION 7.07. Notice of Transfer; Resignation; Successor Agent................63
SECTION 7.08. Credit Decision; Not Trustee....................................64
SECTION 7.09. Assignments, Designations and Participation.....................64
SECTION 7.10. Syndication Agent and Co-Documentation Agents...................68

<PAGE>

                                  ARTICLE VIII

                                Company Guarantee

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01. Amendments......................................................70
SECTION 9.02. Notices.........................................................71
SECTION 9.03. No Waiver; Remedies.............................................71
SECTION 9.04. Costs, Expenses, Fees and Indemnities...........................71
SECTION 9.05. Judgment........................................................72
SECTION 9.06. Consent to Jurisdiction; Waiver of Immunities...................72
SECTION 9.07. Binding Effect; Merger; Severability; GOVERNING LAW.............73
SECTION 9.08. Counterparts....................................................74
SECTION 9.09. Existing Credit Agreement; Effectiveness of Amendment
                    and Restatement...........................................74
SECTION 9.10. WAIVER OF JURY TRIAL............................................74

Schedule I  - List of Applicable Lending Offices
Exhibit A   - Form of Assignment and Acceptance
Exhibit B   - Form of Designation Agreement
Exhibit C-1 - Form of Opinion of General Counsel of the Borrower
Exhibit C-2 - Form of Opinion of Special Panamanian Counsel to the Company
Exhibit D   - Form of Assumption Agreement
Exhibit E-1 - Form of Borrowing Subsidiary Agreement
Exhibit E-2 - Form of Borrowing Subsidiary Termination
Exhibit F   - Reserve Costs
Exhibit G-1 - Form of Competitive Bid Request
Exhibit G-2 - Form of Competitive Bid
Exhibit H-1 - Form of Deed of Guarantee
Exhibit H-2 - Form of Agreement Relating to Deed of Guarantee

<PAGE>

                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                              This Amended and Restated Revolving Credit
                        Agreement, dated as of June 26, 2001, as amended and
                        restated as of November 17, 2003, is made and entered
                        into by and among CARNIVAL CORPORATION (the "Company"),
                        a corporation organized and existing under the laws of
                        The Republic of Panama ("Panama"), any additional
                        Borrowers party hereto, CARNIVAL PLC, a corporation
                        organized and existing under the laws of England and
                        Wales (the "Guarantor"), JPMORGAN CHASE BANK, as
                        successor to The Chase Manhattan Bank, a New York
                        banking corporation ("Chase"), and each of the other
                        banks or other institutions whose names may appear on
                        the signature pages of this Agreement (each a "Bank"
                        and, collectively, the "Banks") or, if applicable, in
                        the Register for whom Chase, subject to Article VII of
                        this Agreement, acts as Agent, and subject to Section
                        7.10 of this Credit Agreement, BANK OF AMERICA, N.A.
                        ("Bank of America") acts as Syndication Agent and BNP
                        Paribas, Citibank, N.A. and UBM-Unicredit Banca
                        Mobiliare act as Co-Documentation Agents. Capitalized
                        terms not otherwise herein defined shall have the
                        respective meanings set forth below in Section 1.01.

                             PRELIMINARY STATEMENTS

1. The Borrowers, the Lenders and the Agent are parties to a Credit Agreement
dated as of June 26, 2001, as in effect immediately prior to the Restatement
Effective Date (the "Existing Credit Agreement").

2. Pursuant to the Existing Credit Agreement, the Lenders have agreed severally,
but not jointly, each for the aggregate amount and in the percentage interest
(as to each Lender, the "Percentage Interest") set forth opposite each Lender's
name and signature to the Existing Credit Agreement, or if applicable, in any
relevant amendment thereto, or, if applicable, in the Register, to provide
credits upon the terms and conditions set forth therein.

3. The Borrowers, the Guarantor, the Required Lenders and the Agent are parties
to an Amendment and Restatement Agreement dated as of November 17, 2003 (the
"Amendment and Restatement Agreement").

4. Subject to the satisfaction of the conditions set forth in the Amendment and
Restatement Agreement, the Existing Credit Agreement shall be amended and
restated in the form hereof.

            Now, therefore, the Borrowers, the Guarantor, the Lenders and the
Agent hereby agree among themselves as follows:

                                   ARTICLE II.

                                   Definitions

            SECTION 1. Definitions. As used in this Agreement, each of the
following terms shall have the respective meaning set forth below (such
meanings, unless otherwise indicated, to apply to both the singular and plural
forms of the terms defined):

<PAGE>

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Adjusted LIBO Rate" means, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Agent.

            "Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under common control with, such Person. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling", "controlled by" and "under common control with"), as
applied to any Person, means the possession, directly or indirectly, of the
power to vote ten percent (10%) or more of the securities having voting power
for the election of directors of such Person, or otherwise to direct or cause
the direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise. With respect to any
Lender, the term "Affiliate" shall be deemed to include (a) any entity (whether
a corporation, partnership, trust or otherwise) that is engaged in making,
purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business and is administered or managed
by such Lender or an Affiliate of such Lender and (b) in the case of any Lender
that is a fund that invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is
managed by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

            "Agent" shall mean JPMorgan Chase Bank, and any successor agent
under this Agreement.

            "Agreement" means this Agreement, as it may be amended, supplemented
or otherwise modified from time to time.

            "Alternate Base Rate" means, for any day, an interest rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

            "Alternative Committed Currency" means British Pounds Sterling or
Euro.

            "Alternative Currency" means (a) any Alternative Committed Currency
or Yen or (b) any other currency specified by the Company in a Competitive Bid
Request

<PAGE>

relating to a proposed Competitive Borrowing if such currency is freely
transferable and convertible into Dollars in the London market at the time and
for which LIBO Rates may be determined at such time by reference to the Telerate
screen as provided in the definition of "LIBO Rate".

            "Alternative Currency Borrowing" means a Borrowing comprised of
Alternative Currency Loans.

            "Alternative Currency Equivalent" means, with respect to an amount
in Dollars on any date in relation to a specified Alternative Currency, the
amount of such specified Alternative Currency that may be purchased with such
amount of Dollars at the Spot Exchange Rate with respect to such Alternative
Currency on such date.

            "Alternative Currency Loan" means any Loan denominated in an
Alternative Currency.

            "Amendment and Restatement Agreement" shall have the meaning set
forth in Preliminary Statement (3) of this Agreement.

            "Applicable Currency" has the meaning assigned to such term in
Section 2.12.

            "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

            "Applicable Rate" means, for any day, with respect to any
Eurocurrency Revolving Loan, or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum set forth below
under the caption "Eurocurrency Spread" or "Facility Fee Rate", as the case may
be, based upon the ratings by Moody's and S&P, respectively, applicable on such
date to the Index Debt:

<TABLE>
<CAPTION>
                                                                              Facility
    Index Debt Ratings:            Ratings        Eurocurrency Spread         Fee Rate
    -------------------            -------        -------------------         --------
<S>                             <C>                     <C>                    <C>
         Category 1              >=AA-/Aa3              0.140%                 0.060%
         Category 2                 A+/A1               0.155%                 0.070%
         Category 3                 A/A2                0.170%                 0.080%
         Category 4                 A-/A3               0.200%                 0.100%
         Category 5               BBB+/Baa1             0.375%                 0.125%
         Category 6               BBB/Baa2              0.600%                 0.150%
         Category 7             <=BBB-/Baa3             0.750%                 0.250%
</TABLE>

<PAGE>

            For purposes of the foregoing, (a) if either Moody's or S&P shall
not have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then (i)
Fitch, Inc. shall be substituted for such rating agency and (ii) if Fitch, Inc.
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this definition), then
such rating agency shall be deemed to have established a rating in Category 7;
(b) if the ratings established or deemed to have been established by Moody's and
S&P for the Index Debt shall fall within different Categories, the Applicable
Rate shall be based on the higher of the two ratings unless one of the two
ratings is two or more Categories lower than the other, in which case the
Applicable Rate shall be determined by reference to the Category next below that
of the higher of the two ratings; and (c) if the ratings established or deemed
to have been established by Moody's and S&P (or, if applicable, Fitch, Inc.) for
the Index Debt shall be changed (other than as a result of a change in the
rating system of Moody's or S&P (or, if applicable, Fitch, Inc.)), such change
shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Rate shall apply during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of Moody's, S&P (or, if applicable, Fitch, Inc.) shall change, or
if any such applicable rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrowers and the Lenders shall negotiate in
good faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

            "Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Agent to be representative of the cost of
such insurance to the Lenders.

            "Assigned Dollar Value" has the meaning assigned to such term in
Section 2.21.

            "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in
substantially the form of Exhibit A hereto.

            "Assuming Bank" means, at any time, an Eligible Assignee not at such
time a Lender hereunder pursuant to Section 2.22.

<PAGE>

            "Assumption Agreement" means an agreement in substantially the form
of Exhibit D hereto by which an institution agrees to become a Lender party to
this Agreement pursuant to Section 2.22 by agreeing to be bound by all
obligations of a Lender hereunder.

            "Availability Period" means the period from and including the
Closing Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

            "Base CD Rate" means the sum of (a) the Three-Month Secondary CD
Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "Borrowers" means, at any time, the Company and any Borrowing
Subsidiaries.

            "Borrowing" means (a) Revolving Loans to the same Borrower of the
same Type and in the same currency, made, converted or continued on the same
date and, in the case of Eurocurrency Loans, as to which a single Interest
Period is in effect and (b) a Competitive Loan or group of Competitive Loans to
the same Borrower of the same Type and in the same currency made on the same
date and as to which a single Interest Period is in effect.

            "Borrowing Date" means any Business Day specified in a notice
pursuant to Section 2.02 or 2.04 as a date on which the relevant Borrower
requests Loans to be made hereunder.

            "Borrowing Request" means a request by any Borrower for a Revolving
Borrowing in accordance with Section 2.03.

            "Borrowing Subsidiaries" means any Subsidiaries that become
Borrowers pursuant to Section 2.18, other than any such Borrowing Subsidiaries
that have ceased to be Borrowers pursuant to Section 2.18.

            "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit E-1.

            "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
Termination substantially in the form of Exhibit E-2.

            "British Pounds Sterling" means lawful money of the United Kingdom.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed, except that when used in connection with a Eurocurrency Loan
or an Alternative Currency Loan, "Business Day" also shall exclude any day on
which

<PAGE>

commercial banks in London, England are authorized or required by law to remain
closed and if such reference relates to the date for payment or purchase of any
sum denominated in (i) any Alternative Currency other than Euro, the principal
financial center of the country of such Alternative Currency and (ii) Euro a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer System (TARGET) is open for settlement of payment in Euro.

            "Capital Lease" means, with respect to any Person, any lease of any
property (whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, either would be required to be classified and accounted
for as a capital lease on a balance sheet of such Person or otherwise be
disclosed as such in a note to such balance sheet, other than, in the case of
the Company, the Guarantor or any of their respective Subsidiaries, any such
lease under which the Company, the Guarantor or such Subsidiary is the lessor.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b) or 2.19, by any lending office of such Lender or
by such Lender's holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

            "Closing Date" means June 26, 2001, which is the date on which the
Existing Credit Agreement was executed and delivered.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.07, (b) increased from time to time pursuant to Section
2.22 and (c) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 7.09. The initial amount of each Lender's
Commitment as of the Closing Date is set forth on the signature pages hereof, or
in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Commitment, as applicable. The initial aggregate amount of the
Lenders' Commitments as of the Closing Date was $1,400,000,000.

            "Commitment Date" has the meaning specified in Section 2.22.

            "Commitment Increase" has the meaning specified in Section 2.22.

<PAGE>

            "Competitive Bid" means an offer by a Lender to make a Competitive
Loan, substantially in the form of Exhibit G-2 or other form agreed to by the
Agent and the applicable Borrower, in accordance with Section 2.04.

            "Competitive Bid Rate" means, with respect to any Competitive Bid,
the Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

            "Competitive Bid Request" means a request by any Borrower for
Competitive Bids, substantially in the form of Exhibit G-1 or other form agreed
to by the Agent and the applicable Borrower, in accordance with Section 2.04.

            "Competitive Loan" means a Loan made pursuant to Section 2.04.

            "Consolidated Cash Flow" means, in conformity with GAAP, net cash
from operations, as shown in the consolidated statements of cash flows of the
Company, the Guarantor and their respective Subsidiaries.

            "Currency Equivalent" means the Dollar Equivalent or the Alternative
Currency Equivalent, as the case may be, of the Applicable Currency.

            "Default" means any event or condition that, with the giving of
notice, the lapse of time or both, would become an Event of Default.

            "Denomination Date" means, in relation to any Alternative Currency
Borrowing, the date that is three Business Days before the date such Borrowing
is made.

            "Designated Bidder" means (i) an Eligible Assignee or (ii) a special
purpose corporation which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least "Prime-1"
by Moody's Investors Services, Inc. or "A-1" by Standard & Poor's Ratings
Services or a comparable rating from the successor of either of them, that, in
either case, (x) is organized under the laws of the United States or any State
thereof, (y) shall have become a party hereto pursuant to Section 7.09(d), (e),
(f) and (z) is not otherwise a Lender.

            "Designation Agreement" means a designation agreement entered into
by a Lender (other than a Designated Bidder) and a Designated Bidder, and
accepted by the Agent, in substantially the form of Exhibit B hereto.

            "Dollar Equivalent" means, with respect to an amount of any
Alternative Currency on any date, the amount of Dollars that may be purchased
with such amount of the Alternative Currency at the Spot Exchange Rate with
respect to the Alternative Currency on such date.

            "Dollars" or "$" refers to lawful money of the United States of
America.

<PAGE>

            "Domestic Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Domestic Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Company and the Agent.

            "Eligible Assignee" means (i) a commercial bank, savings and loan
institution, insurance company or financial institution organized under the laws
of the United States, or any State thereof, which bank, insurance company or
financial institution has both assets in excess of One Billion Dollars
($1,000,000,000) and combined capital and surplus in excess of One Hundred
Million Dollars ($100,000,000), (ii) a commercial bank organized under the laws
of any other country which is a member of the OECD or has concluded special
lending arrangements with the International Monetary Fund associated with its
General Arrangements to Borrow, or a political subdivision of any such country,
which bank has a combined capital and surplus (or the equivalent thereof under
the accounting principles applicable thereto) in excess of One Hundred Million
Dollars ($100,000,000), provided that such bank is acting through a branch or
agency located in the United States, the Cayman Islands or the country in which
it is organized or another country which is also a member of the OECD or has
concluded special lending arrangements with the International Monetary Fund
associated with its General Arrangements to Borrow, (iii) the central bank of
any country which is a member of the OECD or (iv) a finance company, insurance
company or other financial institution or a fund which is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business, has both total assets in excess of One Billion Dollars
($1,000,000,000) and combined capital and surplus in excess of $100,000,000, is
doing business in the United States and is organized under the laws of the
United States, or any State thereof, or under the laws of any member country of
the OECD.

            "EMU Legislation" means the legislative measures of the European
Union for the introduction of, changeover to or operation of the Euro in one or
more member states.

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

            "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any of the Company, the
Guarantor or their Subsidiaries directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other

<PAGE>

consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder.

            "ERISA Affiliate" means with respect to any Person, any trade or
business (whether or not incorporated) which is a member of a group of which
such Person is a member and which is under common control with such Person
within the meaning of Section 414 of the Code, as amended from time to time, and
the regulations promulgated and rulings issued thereunder.

            "Euro" or "(euro)" means the single currency of the European Union
as constituted by the Treaty on European Union and as referred to in the EMU
Legislation.

            "Eurocurrency", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

            "Eurocurrency Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Eurocurrency Lending Office" opposite
its name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from
time to time specify to the Company and the Agent.

            "Event of Default" means any of the events specified as such in
Section 6.01 of this Agreement.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Excluded Assets" means any assets sold or otherwise disposed of by
a Person, provided such Person, directly or indirectly, has the right to
possession or use of such assets notwithstanding such transfer or other
disposition.

            "Excluded Indebtedness" means any Indebtedness, including
Indebtedness pursuant to a U.S. leveraged lease financing including a U.S. lease
to service contract under Section 7701(e) of the Code, the payment of which is
provided for by the deposit of cash, cash equivalents or letters of credit with
one or more investment-grade banks or other financial institutions acting as
payment undertaker, irrespective whether any such arrangement constitutes a
defeasance under GAAP.

            "Excluded Taxes" means, with respect to the Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (a) income, franchise or other similar taxes imposed on,
based on or measured by or with respect to its net income by the United States
of America, or by the

<PAGE>

jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender
(other than an assignee pursuant to a request by any Borrower under Section
2.17(b)), any withholding tax that (i) is in effect and would apply to amounts
payable to such Foreign Lender, at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office), by a Borrower previously
designated hereunder, except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of such designation of a new lending
office (or such assignment), to receive additional amounts from the Borrowers
with respect to any withholding tax pursuant to Section 2.15(a), or (ii) is
attributable to such Foreign Lender's failure to comply with Section 2.15(e),
(d) any withholding tax that is attributable to such Lender's failure to comply
with Section 2.15(e), except, in the case of clause (c) above, to the extent
that (i) such Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from any Borrower with respect to any withholding tax pursuant to
Section 2.15, or (ii) such withholding tax shall have resulted from the making
of any payment to a location other than the office designated by the Agent or
such Lender for the receipt of payments of the applicable type and (e) any tax
imposed by a jurisdiction to the extent such tax is attributable to a connection
between such jurisdiction and the Agent, such Lender or such other recipient, as
the case may be, other than a connection arising from the transactions
contemplated by this Agreement.

            "Existing Credit Agreement" shall have the meaning set forth in
Preliminary Statement (1) of this Agreement.

            "Existing Credit Agreement Effective Date" means the date the
Existing Credit Agreement became effective in accordance with its terms.

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

            "Fixed Rate" means, with respect to any Competitive Loan (other than
a Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

            "Fixed Rate Loan" means a Competitive Loan bearing interest at a
Fixed Rate.

<PAGE>

            "Foreign Lender" means, with respect to any Borrower, any Lender
that is organized under the laws of a jurisdiction other than that in which such
Borrower is located. For purposes of this definition, the United States of
America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.

            "GAAP" means at any time generally accepted accounting principles in
the United States of America.

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee Agreement" means, collectively, (a) the P&O Princess
Cruises plc (now known as Carnival plc) Deed of Guarantee dated as of April 17,
2003, between the Guarantor and the Company for the benefit of each Creditor (as
defined therein) and (b) the Agreement relating to the P&O Princess Cruises plc
(now known as Carnival plc) Deed of Guarantee dated as of November 17, 2003,
between the Guarantor and the Company for the benefit of the Lenders, in the
forms attached hereto as Exhibits H-1 and H-2, respectively.

            "Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

            "Incorporation Jurisdictions" mean the respective jurisdictions of
incorporation or legal organization of the Company and each of its Subsidiaries.

            "Increase Date" has the meaning specified in Section 2.22.

            "Increasing Lender" has the meaning specified in Section 2.22.

            "Indebtedness" means (a) any liability of any Person (i) for
borrowed money, or under any reimbursement obligation related to a letter of
credit or bid or performance bond facility, or (ii) evidenced by a bond, note,
debenture or other evidence of indebtedness (including a purchase money
obligation) representing extensions of credit or given in connection with the
acquisition of any business, property, service or asset of any kind, including
without limitation, any liability under any commodity, interest rate or currency
exchange hedge or swap agreement (other than a trade payable, other current
liability arising in the ordinary course of business or commodity, interest rate
or currency exchange hedge or swap agreement arising in the ordinary course of
business) or (iii) for obligations with respect to (A) an operating lease, or
(B) a lease of real or personal property that is or would be classified and
accounted for as a Capital Lease; (b) any liability of others either for any
lease, dividend or letter of credit, or for any obligation described in the
preceding clause (a) that (i) the Person has guaranteed or that is

<PAGE>

otherwise its legal liability (whether contingent or otherwise or direct or
indirect, but excluding endorsements of negotiable instruments for deposit or
collection in the ordinary course of business) or (ii) is secured by any Lien on
any property or asset owned or held by that Person, regardless whether the
obligation secured thereby shall have been assumed by or is a personal liability
of that Person; and (c) any amendment, supplement, modification, deferral,
renewal, extension or refunding of any liability of the types referred to in
clauses (a) and (b), above; provided, however, that "Indebtedness" shall not
include Excluded Indebtedness.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Company that is not guaranteed by any other Person (other
than the Guarantor or, so long as the Obligations are guaranteed by POPCIL
pursuant to the P&O Princess Cruises International Limited Deed of Guarantee
among POPCIL, the Guarantor and the Company dated June 19, 2003, as in effect on
the Restatement Effective Date, POPCIL) or subject to any other credit
enhancement.

            "Insufficiency" means, with respect to any Plan, the amount, if any,
by which the present value of the vested benefits under such Plan exceeds the
fair market value of the assets of such Plan allocable to such benefits.

            "Interest Election Request" means a request by any Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.06.

            "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
that occurs at intervals of three months' duration after the first day of such
Interest Period and (c) with respect to any Fixed Rate Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days'
duration (unless otherwise specified in the applicable Competitive Bid Request),
each day prior to the last day of such Interest Period that occurs at intervals
of 90 days' duration after the first day of such Interest Period, and any other
dates that are specified in the applicable Competitive Bid Request as Interest
Payment Dates with respect to such Borrowing.

            "Interest Period" means (a) with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the applicable Borrower may elect, and (b) with
respect to any Fixed Rate Borrowing, the period (which shall not be less than
seven days or more than 180 days) commencing on the date of such Borrowing and
ending on the date specified in the applicable Competitive Bid Request;
provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding

<PAGE>

Business Day unless, in the case of a Eurocurrency Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

            "Lenders" means the Banks listed on the signature pages hereof, each
Eligible Assignee that shall become a party hereto pursuant to Section 7.09(a),
(b) and (c) or Section 2.22 and, except when used in reference to a Revolving
Loan, a Borrowing with respect to a Revolving Loan, a Commitment, the Maturity
Date or a related term, each Designated Bidder.

            "Lending Office" means the International Banking Facility of the
Agent in New York City, or any other office or affiliate of the Agent hereafter
selected and notified to the Borrower from time to time by the Agent.

            "LIBO Rate" means, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate per annum determined by reference to the British
Bankers' Association Interest Settlement Rates for deposits with a maturity
comparable to such Interest Period denominated in the currency in which such
Eurocurrency Borrowing is denominated as reflected on the applicable Telerate
Screen (or on any successor or substitute page of the Telerate Service, or any
successor to or substitute for the Telerate Service, providing rate quotations
comparable to those currently provided on such Service, as determined by the
Agent from time to time or purposes of providing quotations of interest rates
applicable to deposits in the currency in which such Borrowing is denominated)
at approximately 11:00 a.m., London time, on the Quotation Day for the currency
in which such Borrowing is denominated. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurocurrency Borrowing for such Interest Period shall be the average of the
rates at which dollar deposits of $5,000,000 (or in the case of Eurocurrency
Borrowings denominated in an Alternative Currency, deposits with a Dollar
Equivalent of $5,000,000) and for a maturity comparable to such Interest Period
are offered by the principal London office of each of the Reference Lenders in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, on the Quotation Day for the currency in which such
Borrowing is denominated prior to the commencement of such Interest Period. In
the event the LIBO Rate is determined as set forth in the next preceding
sentence, the LIBO Rate shall be determined by the Agent on the basis of the
applicable rates furnished to and received by the Agent from the Reference
Lenders on the applicable Quotation Day.

            "Lien" means any lien, charge, easement, claim, mortgage, Option,
pledge, right of first refusal, right of usufruct, security interest, servitude,
transfer

<PAGE>

restriction or other encumbrance or any restriction or limitation of any kind
(including, without limitation, any adverse claim to title, conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest).

            "Loan" means any loan made by a Lender to a Borrower pursuant to
this Agreement.

            "Loan Documents" mean this Agreement, any Borrowing Subsidiary
Agreement, any Borrowing Termination Agreement, the Guarantee Agreement and the
Amendment and Restatement Agreement.

            "Local Time" means (a) with respect to any Loan or Borrowing
denominated in Dollars, New York City time and (b) with respect to any Loan or
Borrowing denominated in any Alternative Currency, London time (or such other
time as the Agent may designate in respect of the applicable currency).

            "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Company, the Guarantor and their respective Subsidiaries taken as a whole or
(b) the ability of the Company, the Guarantor and their respective Subsidiaries
taken as a whole to perform any of their respective obligations under this
Agreement or the Guarantee Agreement.

            "Material Subsidiary" means (a) each Borrowing Subsidiary and (b)
any Subsidiary which at the time of any determination thereof has Tangible Net
Worth equal to or exceeding $75,000,000.

            "Maturity Date" means June 26, 2006.

            "Moody's" means Moody's Investors Service, Inc.

            "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which a Person or any ERISA Affiliate is making
or accruing an obligation to make contributions, or has within any of the
preceding three plan years made or accrued an obligation to make contributions.

            "Multiple Employer Plan" means an employee benefit plan, other than
a Multiemployer Plan, subject to Title IV of ERISA to which a Person or any
ERISA Affiliate, and more than one employer other than such Person or ERISA
Affiliate, is making or accruing an obligation to make contributions or, in the
event that any such plan has been terminated, to which the Person or any ERISA
Affiliate made or accrued an

<PAGE>

obligation to make contributions during any of the five plan years preceding the
date of termination of such plan.

            "OECD" means the Organization for Economic Cooperation and
Development.

            "Obligations" mean all obligations, including but not limited to,
all principal, interest, fees, expenses and other obligations set forth in
Article II and Section 9.04 hereof, of every nature of any Borrower from time to
time owed to the Agent, any of the Lenders, or all of them, under any of the
Loan Documents.

            "Option" means (1) any right to buy or sell specific property in
exchange for an agreed upon sum, (2) any right to receive funds, the amount of
which is determined by reference to the value of capital stock or the purchase
price thereof, (3) any right of the type or kind referred to as a "phantom stock
right," and (4) any other right commonly known or referred to as an "option."

            "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement other than (1)
Excluded Taxes, (2) any Taxes required to be paid solely as a result of the
execution or delivery of an instrument effecting an assignment, designation or
participation contemplated in Section 7.09(a), (d) or (h) (excluding any
designation or assignment initiated pursuant to Section 2.17), and (3) any
stamp, documentary, property or similar tax imposed by the State of Florida
solely as a result of the Agent or any Lender bringing this Agreement or any
promissory note executed pursuant to Section 2.08(e) into the State of Florida
other than for the purpose of enforcement of any of the rights of any Agent or
any Lender after the occurrence and during the continuance of an Event of
Default.

            "PBGC" means the Pension Benefit Guaranty Corporation, or any entity
or entities succeeding to any or all its functions under ERISA.

            "Percentage Interest" shall have the meaning set forth in
Preliminary Statement (2) of this Agreement.

            "Person" means any individual, corporation, partnership, business
trust, joint venture, association, joint stock company, trust or other
unincorporated organization, whether or not a legal entity, or any government or
agency or political subdivision thereof.

            "Plan" means, at any time, any employee pension benefit plan
maintained by a Person, any of its subsidiaries, or any ERISA Affiliate of such
Person or its subsidiaries, which employee pension benefit plan is covered by
Title IV of ERISA or is subject to the minimum funding standards of the Code.

<PAGE>

            "POPCIL" means P&O Princess Cruises International Limited, a wholly
owned direct Subsidiary of the Guarantor, incorporated and registered in England
and Wales.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Quotation Day" in respect of the determination of the LIBO Rate for
any Interest Period (a) for any Eurocurrency Borrowing in Dollars or any
Alternative Currency (other than British Pounds Sterling), means the day on
which quotations would ordinarily be given by prime banks in the London
interbank market for deposits in the currency in which such Borrowing is
denominated for delivery on the first day of such Interest Period; provided,
that if quotations would ordinarily be given on more than one date, the
Quotation Day for such Interest Period shall be the last of such dates and (b)
for any Eurocurrency Borrowing denominated in British Pounds Sterling, means the
first day of such Interest Period.

            "Reference Lender" means any of, and "Reference Lenders" means all
of, Chase, Bank of America and Citibank, N.A.

            "Register" shall have the meaning set forth in Section 7.09(g) of
this Agreement.

            "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
provided that, for purposes of declaring the Loans to be due and payable
pursuant to Article VI, and for all purposes after the Loans become due and
payable pursuant to Article VI or the Commitments expire or terminate, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

            "Restatement Effective Date" shall have the meaning given such term
in the Amendment and Restatement Agreement.

            "Restatement Transactions" means the execution and delivery of the
Amendment and Restatement Agreement by each Person party thereto, the
satisfaction of the conditions to the effectiveness thereof, and the
consummation of the transactions contemplated thereby, including the amendments
to the Existing Credit Agreement effected by the restatement thereof.

            "Revaluation Date" means, with respect to an Alternative Currency
Borrowing, (a) the last day of each Interest Period with respect to such
Borrowing (and if such Interest Period has a duration of more than three months,
each day prior to the last day of such Interest Period that occurs at intervals
of three months duration after the first day of such Interest Period and (b) any
Business Day requested by the Company upon at

<PAGE>

least four Business Days' notice; provided that such requests by the Company,
when added to requests pursuant to clause (a) hereof, shall not be made more
than twice in any calendar month).

            "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of (a) the outstanding principal amount of such Lender's Revolving
Loans denominated in Dollars plus (b) the Assigned Dollar Value at such time of
the outstanding principal amount of such Lender's Revolving Loans denominated in
Alternative Committed Currencies.

            "Revolving Loan" means a Loan made pursuant to Section 2.03.

            "S&P" means Standard & Poor's.

            "Solvent" means with respect to any Person on a particular date,
that on such date (i) the fair market value of the assets of such Person is
greater than the total amount of liabilities (including the present or expected
value of contingent liabilities) of such Person, (ii) the present fair salable
value of the assets of such Person is greater than the amount that will be
required to pay the probable liabilities of such Person for its debts as they
become absolute and matured, (iii) such Person is able to realize upon its
assets and pay its debts and other liabilities, including contingent
obligations, as they mature, (iv) such Person does not have unreasonably small
capital and (v) such Person does not intend to or believe it will incur debts
beyond its ability to pay as they mature.

            "Spot Exchange Rate" means, on any day, (a) with respect to any
Alternative Currency in relation to Dollars, the spot rate at which Dollars are
offered on such day for such Alternative Currency which appears on page FX of
the Reuters Screen at approximately 3:00 p.m., London time (and if such spot
rate is not available on the applicable page of the Reuters Screen, such spot
rate as quoted by Chase Manhattan International Limited at approximately 3:00
p.m., London time), and (b) with respect to Dollars in relation to any specified
Alternative Currency, the spot rate at which such specified Alternative Currency
is offered on such day for Dollars which appears on page FX of the Reuters
Screen at approximately 3:00 p.m., London time (and if such spot rate is not
available on the applicable page of the Reuters Screen, such spot rate as quoted
by Chase Manhattan International Limited at approximately 3:00 p.m., London
time). For purposes of determining the Spot Exchange Rate in connection with an
Alternative Currency Borrowing, such Spot Exchange Rate shall be determined as
of the Denomination Date for such Borrowing with respect to transactions in the
applicable Alternative Currency that will settle on the date of such Borrowing.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Agent is subject (a) with respect to the
Base CD Rate, for new negotiable nonpersonal time deposits in Dollars of over
$100,000 with maturities approximately equal to three months, and (b) with
respect to the Adjusted LIBO Rate, for

<PAGE>

Eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute
Eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

            "subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which a majority of the
voting power entitled to vote in the election of directors, managers or trustees
thereof is at the time owned, directly or indirectly, by such Person or by one
or more other subsidiaries, or by such Person and one or more other
subsidiaries, or a combination thereof.

            "Subsidiary" means any subsidiary of the Company or the Guarantor.

            "Tangible Net Worth" means for any Person at any time (a) the sum
without duplication, to the extent shown on such Person's balance sheet, of (i)
the amount of issued and outstanding share capital, but less the cost of
treasury shares, plus (ii) the amount paid in capital and retained earnings,
less (b) intangible assets as determined in accordance with GAAP (excluding, for
the avoidance of doubt, equity method goodwill).

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Termination Event" means (i) a "reportable event," as such term is
described in Section 4043 of ERISA (other than a "reportable event" not subject
to the provision for 30 day notice to the PBGC), or an event described in
Section 4068(f) of ERISA, or (ii) the withdrawal of the Borrower or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
"substantial employer," as such term is defined in Section 4001(a)(2) of ERISA,
or the incurrence of liability by the Borrower or any ERISA Affiliate under
Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii)
the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041A of ERISA, or (iv) the institution
of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or
(v) any other event or condition which might constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.

            "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of

<PAGE>

the secondary market quotations for three-month certificates of deposit of major
money center banks in New York City received at approximately 10:00 a.m., New
York City time, on such day (or, if such day is not a Business Day, on the next
preceding Business Day) by the Agent from three negotiable certificate of
deposit dealers of recognized standing selected by it.

            "Total Capital" means the sum of the Total Debt and Tangible Net
Worth of the Company, the Guarantor and their respective Subsidiaries.

            "Total Credit Exposure" means, at any time, the sum of (a) the
aggregate principal amount at such time of all outstanding Loans denominated in
Dollars, plus (b) the Assigned Dollar Value at such time of the aggregate
principal amount of all outstanding Alternative Currency Loans.

            "Total Debt" means, at a particular date, the sum (without
duplication) of (y) all amounts which would, in accordance with GAAP, constitute
short term debt and long term debt of the Company, the Guarantor and their
respective Subsidiaries as of such date and (z) the amount of any Indebtedness
outstanding on such date and not included in the amounts specified in clause
(y), singly or in the aggregate, in excess of Fifty Million Dollars
($50,000,000), of any Person other than the Company, the Guarantor or any of
their respective Subsidiaries, which Indebtedness (i) has been and remains
guaranteed on such date by the Company, the Guarantor or any of their respective
Subsidiaries or is otherwise the legal liability of the Company, the Guarantor
or any of their respective Subsidiaries (whether contingent or otherwise or
direct or indirect, but excluding endorsements of negotiable instruments for
deposit or collection in the ordinary course of business), or (ii) is secured by
any Lien on any property or asset owned or held by the Company, the Guarantor or
any of their respective Subsidiaries, regardless of whether the obligation
secured thereby shall have been assumed or is a personal liability of the
Company, the Guarantor or any of their respective Subsidiaries; provided that
"Total Debt" shall not include (a) any Excluded Indebtedness or (b) Indebtedness
pursuant to any commodity, interest rate or currency exchange hedge or swap
agreement.

            "Transaction" means the extension of credit contemplated by the Loan
Documents.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

            "Withdrawal Liability" shall have the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.

            "Yen" or "(Yen)" means the lawful money of Japan.

<PAGE>

            SECTION 2. Governing Language. All documents, notices and demands
and financial statements to be delivered by any Person to the Agent or any
Lender pursuant to this Agreement shall be in the English language.

            SECTION 3. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and each of the words "to" and
"until" means "to but excluding".

            SECTION 4. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type
(e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving
Borrowing").

            SECTION 5. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder" and words of similar
import shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

            SECTION 6. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Agent that the Company requests an amendment
to any provision hereof to eliminate the effect of any change occurring after
the Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Agent notifies the Company that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.

<PAGE>

                                   ARTICLE III.

                                   The Credits

            SECTION 1. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans in Dollars or in any
Alternative Committed Currency to any Borrower from time to time during the
Availability Period in an aggregate principal amount that will not result in (a)
such Lender's Revolving Credit Exposure exceeding such Lender's Commitment, (b)
the Total Credit Exposure exceeding the total Commitments or (c) the aggregate
principal amount of outstanding Revolving Loans denominated in any single
Alternative Committed Currency exceeding $750,000,000 (based on Assigned Dollar
Values). Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

            SECTION 2. Loans and Borrowings. (a) Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

            (b) Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower
may request in accordance herewith (except that a Revolving Borrowing
denominated in an Alternative Committed Currency must be comprised entirely of
Eurocurrency Loans), and (ii) each Competitive Borrowing shall be comprised
entirely of Eurocurrency Loans or Fixed Rate Loans as the applicable Borrower
may request in accordance herewith. Each Lender at its option may make any
Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the applicable Borrower to repay such Loan in
accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $10,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Each Competitive
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $10,000,000. Subject to Section 2.12, Loans made
pursuant to any Alternative Currency Borrowing shall be made in the Alternative
Currency specified in the applicable Borrowing Request or Competitive Bid
Request in an aggregate amount equal to the Alternative Currency Equivalent of
the Dollar amount specified in such Borrowing Request or, in the case of a

<PAGE>

Competitive Borrowing, the Dollar amount accepted pursuant to Section 2.04 (in
each case as determined by the Agent based upon the applicable Spot Exchange
Rate as of the Denomination Date for such Borrowing (which determination shall
be conclusive absent manifest error)); provided, that for purposes of the
borrowing amounts specified above, each Alternative Currency Borrowing shall be
deemed to be in a principal amount equal to its Assigned Dollar Value.
Borrowings of more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of six
Eurocurrency Revolving Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Borrowers shall not be entitled to request, or to elect to convert or continue
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

            SECTION 3. Requests for Revolving Borrowings. To request a Revolving
Borrowing, the applicable Borrower shall notify the Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing denominated in Dollars,
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing
denominated in an Alternative Committed Currency, not later than 11:00 a.m., New
York City time three Business Days before the date of the proposed Borrowing or
(c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Agent of a written Borrowing Request in a form approved by the
Agent and signed by the applicable Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

            (a) the aggregate amount (expressed in Dollars) and currency (which
      must be Dollars or an Alternative Committed Currency) of the requested
      Borrowing;

            (b) the requested Borrowing Date, which shall be a Business Day;

            (c) whether such Borrowing is to be an ABR Borrowing or a
      Eurocurrency Borrowing;

            (d) in the case of a Eurocurrency Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period";

            (e) the location and number of the applicable Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.05; and

            (f) the identity of the Borrower in respect of such Borrowing.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing (if denominated in
Dollars) or a

<PAGE>

Eurocurrency Borrowing (if denominated in an Alternative Committed Currency). If
no election as to the currency of the requested Revolving Borrowing is
specified, then the requested Revolving Borrowing shall be denominated in
Dollars. If no Interest Period is specified with respect to any requested
Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration. If no election as to the
identity of the Borrower is specified, then the requested Revolving Borrowing
shall be made by the Company. Promptly following receipt of a Borrowing Request
in accordance with this Section, the Agent shall advise each Lender of the
details thereof and of the amount of such Lender's Loan to be made as part of
the requested Borrowing.

            SECTION 4. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
the Borrowers may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans denominated
in Dollars or any Alternative Currency; provided that the Total Credit Exposure
at any time shall not exceed the total Commitments. To request Competitive Bids,
the applicable Borrower shall notify the Agent of such request by telephone, (i)
in the case of a Eurocurrency Borrowing denominated in Dollars, not later than
11:00 a.m., New York City time, four Business Days before the date of the
proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in
any Alternative Currency, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing and (iii) in the case of
a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that the
applicable Borrower may submit not more than one Competitive Bid Request on the
same day. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Agent of a written Competitive Bid
Request in a form approved by the Agent and signed by the applicable Borrower.
Each such telephonic and written Competitive Bid Request shall specify the
following information in compliance with Section 2.02:

            (a) the aggregate amount (expressed in Dollars) and currency of the
      requested Borrowing;

            (b) the requested Borrowing Date, which shall be a Business Day;

            (c) whether such Borrowing is to be a Eurocurrency Borrowing or a
      Fixed Rate Borrowing;

            (d) the Interest Period to be applicable to such Borrowing, which
      shall be a period contemplated by the definition of the term "Interest
      Period";

            (e) the location and number of the applicable Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.05; and

            (f) the identity of the Borrower in respect of such Borrowing.

<PAGE>

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Agent shall notify the Lenders of the details thereof by telecopy,
inviting the Lenders to submit Competitive Bids.

            (b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the applicable Borrower in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Agent and must be received by the Agent by telecopy, (i) in the case of a
Eurocurrency Competitive Borrowing denominated in Dollars, not later than 9:30
a.m., New York City time, three Business Days before the proposed date of such
Competitive Borrowing, (ii) in the case of a Eurocurrency Competitive Borrowing
denominated in any Alternative Currency, not later than 9:30 a.m., New York City
time, three Business Days before the proposed date of such Competitive Borrowing
and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New
York City time, on the proposed date of such Competitive Borrowing. Competitive
Bids that do not conform substantially to the form approved by the Agent may be
rejected by the Agent, and the Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (expressed in Dollars) and currency (which shall be a minimum of
$5,000,000 and an integral multiple of $1,000,000 and which may equal the entire
principal amount of the Competitive Borrowing requested by the applicable
Borrower) (which amount may exceed such Lender's Commitment) of the Competitive
Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate
or Rates at which the Lender is prepared to make such Loan or Loans (expressed
as a percentage rate per annum in the form of a decimal to no more than four
decimal places) and (iii) the Interest Period applicable to each such Loan and
the last day thereof.

            (c) The Agent shall promptly notify the applicable Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

            (d) Subject only to the provisions of this paragraph, the applicable
Borrower may accept or reject any Competitive Bid. Such Borrower shall notify
the Agent by telephone, confirmed by telecopy in a form approved by the Agent,
whether and to what extent it has decided to accept or reject each Competitive
Bid, (i) in the case of a Eurocurrency Competitive Borrowing denominated in
Dollars, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing, (ii) in the case of a
Eurocurrency Competitive Borrowing denominated in an Alternative Currency, not
later than 10:30 a.m., New York City time, three Business Days before the date
of the proposed Competitive Borrowing and (iii) in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of the Competitive Borrowing; provided that (i) the failure of such Borrower to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
such Borrower shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower
Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids
accepted by such Borrower shall not exceed the aggregate amount of the requested
Competitive Borrowing specified in the related Competitive Bid Request, (iv) to
the extent necessary to comply with clause (iii)

<PAGE>

above, such Borrower may accept Competitive Bids at the same Competitive Bid
Rate in part, which acceptance, in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive
Loan is in a minimum principal amount (expressed in Dollars) of $5,000,000 and
an integral multiple of $1,000,000; provided further that if a Competitive Loan
must be in an amount (expressed in Dollars) less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum
amount (expressed in Dollars) of $1,000,000 or any integral multiple thereof,
and in calculating the pro rata allocation of acceptances of portions of
multiple Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in
a manner determined by such Borrower. A notice given by such Borrower pursuant
to this paragraph shall be irrevocable.

            (e) The Agent shall promptly notify each bidding Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

            (f) If the Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such Competitive Bid directly to the
applicable Borrower at least one quarter of an hour earlier than the time by
which the other Lenders are required to submit their Competitive Bids to the
Agent pursuant to paragraph (b) of this Section.

            SECTION 5. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time (or time of such
other city designated by the Agent), to the account of the Agent most recently
designated by it for such purpose by notice to the Lenders. The Agent will make
such Loans available to the applicable Borrower by promptly crediting the
amounts so received, in like funds, to an account designated by such Borrower.

            (b) Unless the Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing that such Lender will not make available
to the Agent such Lender's share of such Borrowing, the Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the Agent, then the applicable Lender and the applicable Borrower severally
agree to pay to the Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the Agent, at
(i) in the case of such Lender, the greater of (A)(1) the Federal Funds
Effective Rate in the case of Loans denominated in Dollars and (2) the rate
reasonably determined by the Agent to be the cost to it of funding such amount,
in the case of Loans

<PAGE>

denominated in any other currency, and (B) a rate determined by the Agent in
accordance with banking industry rules on interbank compensation or (ii) in the
case of such Borrower, the interest rate applicable to ABR Loans. If such Lender
pays such amount to the Agent, then such amount shall constitute such Lender's
Loan included in such Borrowing. If such Borrower pays such amount to the Agent,
such Lender agrees to reimburse such Borrower for any amount in excess of the
amount of interest such Borrower would have owed without giving effect to the
provisions of this Section.

            SECTION 6. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the
applicable Borrower may elect to convert such Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurocurrency Revolving
Borrowing, may elect Interest Periods therefor, all as provided in this Section.
The applicable Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing. This Section shall not apply to Competitive Borrowings, which may not
be converted or continued.

            (b) To make an election pursuant to this Section, the applicable
Borrower shall notify the Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if such Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Agent of a written Interest Election Request in a
form approved by the Agent and signed by such Borrower. Notwithstanding any
other provision of this Section, no Borrower shall be permitted to (i) change
the currency of any Borrowing or (ii) convert any Alternative Currency Borrowing
to an ABR Borrowing.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

            (a) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (b) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (c) if the Borrowing is denominated in Dollars, whether the
      resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
      and

<PAGE>

            (d) if the resulting Borrowing is a Eurocurrency Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the applicable Borrower shall be deemed to
have selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
Agent shall advise each Lender of the details thereof and of such Lender's
portion of each resulting Borrowing.

            (e) If the applicable Borrower fails to deliver a timely Interest
Election Request with respect to a Eurocurrency Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall (i) in the case of a Borrowing denominated in Dollars, be converted to an
ABR Borrowing or (ii) in the case of a Borrowing denominated in an Alternative
Committed Currency, be continued as a Eurocurrency Revolving Borrowing with an
Interest Period of one month's duration. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the Agent, at
the request of the Required Lenders, so notifies the applicable Borrower, then,
so long as an Event of Default is continuing (i) no outstanding Revolving
Borrowing denominated in Dollars may be converted to or continued as a
Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving
Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the
end of the Interest Period applicable thereto and (iii) any Borrowing
denominated in any Alternative Committed Currency shall be continued as a
Eurocurrency Revolving Borrowing with an Interest Period of one month's duration
at the end of the Interest Period applicable thereto.

            SECTION 7. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.

            (b) The Company may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $10,000,000 and (ii) the Company shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.07, the Total Credit Exposure would exceed the total
Commitments.

            (c) The Company shall notify the Agent of any election to terminate
or reduce the Commitments under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Company pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments delivered
by the Company may state that such notice is conditioned upon

<PAGE>

the effectiveness of other credit facilities, in which case such notice may be
revoked by the Company (by notice to the Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall
be made ratably among the Lenders in accordance with their respective
Commitments.

            SECTION 8. Repayment of Loans; Evidence of Debt. (a) Each Borrower
hereby unconditionally promises to pay (i) to the Agent for the account of each
Lender the then unpaid principal amount of each Revolving Loan made to it on the
Maturity Date and (ii) to the Agent for the account of each Lender the then
unpaid principal amount of each Competitive Loan made to it on the last day of
the Interest Period applicable to such Loan.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

            (c) The Agent shall maintain accounts in which it shall record (i)
the amount of each Loan made hereunder, the Borrower thereof, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Agent hereunder for the account of the Lenders and each Lender's share
thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein and, in the case of
the accounts maintained pursuant to clause (c), shall be available for
inspection and copying (at the expense of the applicable Borrower or Lender) by
any Borrower or Lender at any reasonable time and upon reasonable prior notice;
provided that the failure of any Lender or the Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of any
Borrower to repay its Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans made by it to any Borrower be
evidenced by a promissory note. In such event, the applicable Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Agent and the Company.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 7.09) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

            SECTION 9. Prepayment of Loans. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section;
provided that the

<PAGE>

Borrowers shall not have the right to prepay any Competitive Loan without the
prior consent of the Lender thereof.

            (b) If, on any Revaluation Date, the Total Credit Exposure exceeds
105% of the total Commitments, then the Company shall, not later than the next
Business Day after the Company receives notice thereof from the Agent, prepay,
or cause one or more of the other Borrowers to prepay, one or more Revolving
Borrowings in an aggregate amount sufficient to reduce the Total Credit Exposure
to an amount not exceeding the total Commitments; provided that the Borrowers
shall not be required to prepay any Competitive Loans pursuant to this
paragraph.

            (c) The Borrowers shall make the prepayments required pursuant to
Section 5.01(g).

            (d) The Company shall notify the Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City time,
two Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York
City time, one Business Day before the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.07, then such notice
of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be in
an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.11.

            SECTION 10. Fees. (a) The Company agrees to pay to the Agent for the
account of each Lender a facility fee, which shall accrue at the Applicable Rate
on the daily amount of the Commitment of such Lender (whether used or unused)
during the period from and including the Closing Date to but excluding the date
on which such Commitment terminates; provided that, if such Lender continues to
have any Revolving Credit Exposure after its Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Credit Exposure from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases to have any
Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the date
on which the Commitments terminate shall be payable on demand. All facility fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

<PAGE>

            (b) For each day on which the Total Credit Exposure is in excess of
50% of the total Commitments as of such day (and for each day after the day on
which the Commitments terminate) the Company agrees to pay to the Agent, for the
account of each Lender a utilization fee, which shall accrue at the rate per
annum equal to 0.10% on the amount of the Revolving Credit Exposure of such
Lender on such day. Accrued utilization fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the date on
which the Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any utilization fees accruing after the
date on which the Commitments terminate shall be payable on demand. All
utilization fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

            (c) The Company agrees to pay to the Agent, for its own account,
fees payable in the amounts and at the times separately agreed upon between the
Company and the Agent.

            (d) All fees payable hereunder shall be paid in Dollars on the dates
due, in immediately available funds, to the Agent for distribution, in the case
of facility fees and utilization fees, to the Lenders. Fees paid shall not be
refundable under any circumstances.

            SECTION 11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate.

            (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest (i) in the case of a Eurocurrency Revolving Loan, at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Rate, or (ii) in the case of a Eurocurrency Competitive Loan, at the LIBO Rate
for the Interest Period in effect for such Borrowing plus (or minus, as
applicable) the Margin applicable to such Loan.

            (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

            (d) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by any Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

            (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph

<PAGE>

(d) of this Section shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

            (f) All interest hereunder shall be computed on the basis of a year
of 360 days, except that (i) interest on Borrowings denominated in British
Pounds Sterling and (ii) interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days, and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate
shall be determined by the Agent, and such determination shall be conclusive
absent manifest error.

            SECTION 12. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurocurrency Borrowing denominated in any currency:

the Agent determines (which determination shall be conclusive absent manifest
error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for the currency in which
such Eurocurrency Borrowing is or is to be denominated (the "Applicable
Currency") for such Interest Period; or

the Agent is advised by the Required Lenders (or, in the case of a Eurocurrency
Competitive Loan, the Lender that is required to make such Loan) that the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period for
the Applicable Currency will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period;

then the Agent shall give notice thereof to the Company and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Agent
notifies the Company and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Revolving Borrowing denominated in the Applicable Currency to,
or continuation of any Revolving Borrowing denominated in the Applicable
Currency as, a Eurocurrency Borrowing shall be ineffective, and such Borrowing
shall be converted to or continued on the last day of the Interest Period
applicable thereto (A) if such Borrowing is denominated in Dollars, as an ABR
Borrowing, or (B) if such Borrowing is denominated in an Alternative Committed
Currency, as a Borrowing bearing interest at such rate as the Lenders and the
applicable Borrower may agree adequately reflects the costs to the Lenders of
making or maintaining their Loans plus the Applicable Rate (or, in the absence
of such agreement, shall be repaid as of the last day of the current Interest
Period applicable thereto), (ii) if any Borrowing Request requests a
Eurocurrency Revolving Borrowing denominated in the Applicable Currency, such
Borrowing shall be made as an ABR Borrowing

<PAGE>

denominated in Dollars (or such Borrowing shall not be made if the applicable
Borrower revokes (and in such circumstances, such Borrowing Request may be
revoked notwithstanding any other provision of this Agreement) such Borrowing
Request by telephonic notice, confirmed promptly in writing, not later than one
Business Day prior to the proposed date of such Borrowing) and (iii) any request
by a Borrower for a Eurocurrency Competitive Borrowing denominated in the
Applicable Currency shall be ineffective; provided that if the circumstances
giving rise to such notice do not affect all the Lenders, then requests by a
Borrower for Eurocurrency Competitive Borrowings denominated in the Applicable
Currency may be made to Lenders that are not affected thereby.

            SECTION 13. Increased Costs. (a) If any Change in Law shall:

            (a) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate); or

            (b) impose on any Lender or the London interbank market any other
      condition affecting this Agreement or Eurocurrency Loans or Fixed Rate
      Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise), then the Company
will pay to such Lender such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered.

            (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

            (c) If the cost to any Lender of making or maintaining any Loan to
any Borrower is increased (or the amount of any sum received or receivable by
any Lender (or its applicable lending office) is reduced) by an amount deemed in
good faith by such Lender to be material, by reason of the fact that such
Borrower is incorporated in, or conducts business in, a jurisdiction outside the
United States, such Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction
suffered.

<PAGE>

            (d) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a), (b) or (c) of this Section, together with a
reasonably detailed explanation of the basis for such claim, shall be delivered
to the Company and shall be conclusive absent manifest error. The Company or the
applicable Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

            (e) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that, in the case of a
Change in Law, the Company shall not be required to compensate a Lender pursuant
to this Section for any increased costs or reductions incurred more than 270
days prior to the date that such Lender notifies the Company of the Change in
Law giving rise to such increased costs or reductions and of such Lender's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

            (f) Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan (i) in the case of paragraph (a) or (b), if the Change
in Law that would otherwise entitle it to such compensation shall have been
publicly announced prior to submission of the Competitive Bid pursuant to which
such Loan was made or (ii) in the case of paragraph (c), in respect of any costs
referred to therein.

            SECTION 14. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurocurrency Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.09(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Company pursuant to Section 2.17, then, in any such
event, the Company or the applicable Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a
Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the

<PAGE>

commencement of such period, for deposits in the applicable currency of a
comparable amount and period from other banks in the eurocurrency market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Company, together with a reasonably detailed explanation of the basis for such
claim, and shall be conclusive absent manifest error. The Company or the
applicable Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

            SECTION 15. Taxes. (a) Any and all payments by or on account of any
obligation of any Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if any
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Agent or Lender (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

            (b) In addition, the Borrowers shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The Borrowers shall indemnify the Agent and each Lender, within
30 days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Agent or such Lender, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrowers
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto (except to the
extent such penalties, interest or expenses result from the gross negligence or
willful misconduct of the Agent or the applicable Lender), whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrowers by a Lender, or by the Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error, provided that such certificate shall include a description in reasonable
detail of the Indemnified Tax or Other Tax for which the indemnity is being
demanded and the calculation in reasonable detail of the amount of such
indemnity. At the request and expense of the Company or the affected Borrower
and after receipt of an opinion from recognized counsel (reasonably satisfactory
to the Agent or the Lender, as the case may be) stating that there is a
substantial basis to contest the imposition or assertion of an Indemnified Tax
or Other Tax (a "Tax Opinion"), the Agent or the Lender, as applicable, may, in
its reasonable discretion, contest the imposition or assertion of such
Indemnified Tax or Other Tax in good faith in accordance with applicable law;
provided, however, that, at the request and expense of the Company or the
affected Borrower and after receipt of a Tax Opinion, the Agent or such Lender
shall contest the imposition or assertion of an Indemnified Tax or Other Tax
that exceeds $100,000. The Agent or the Lender, as applicable, shall have
responsibility for the conduct of any contest conducted

<PAGE>

pursuant to this Section 2.15(c); provided, however, that the Agent or such
Lender shall consult in good faith with the Company or the affected Borrower
regarding its course of action with respect to such contest. Notwithstanding any
contrary provision hereof, the Agent or the Lender, as the case may be, shall
have no obligation to contest the imposition or assertion of any Indemnified Tax
or Other Tax if any Borrower is in Default under the terms of this Agreement.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by any Borrower to a Governmental Authority, such Borrower shall
deliver to the Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment (if such a receipt is
reasonably obtainable from such Governmental Authority), a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Agent.

            (e) The Agent will deliver to the Company, and each Lender that is
organized under the law of a jurisdiction outside the United States of America
will deliver to the Agent and the Company, on or before the Closing Date (or, in
the case of a Lender that becomes a Lender after the Closing Date, on or before
such later date on which such Lender becomes a Lender) such properly completed
and executed Internal Revenue Service form (Form W-8BEN, W-8ECI, W-8EXP, W-8IMY,
or W-9, as applicable) as will demonstrate, in accordance with applicable
regulations, that payments of interest by the Borrowers to the Agent for the
account of such Lender pursuant to this Agreement will be exempt from (or
entitled to a reduction in the rate of) United States federal withholding taxes.
Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which any Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to such Borrower (with a copy to the
Agent), at the time or times prescribed by applicable law, such other properly
completed and executed documentation prescribed by applicable law or reasonably
requested by such Borrower (including any replacement or successor form) as will
permit such payments to be made without withholding or at a reduced rate,
provided that such Foreign Lender has received prior written notice from such
Borrower advising it of the availability of such exemption or reduction and
containing all applicable documentation.

            (f) If the Agent or a Lender determines, in its sole discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by any Borrower or with respect to which any Borrower has paid
additional amounts pursuant to this Section 2.15, it shall pay over such refund
to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.15 with respect
to the Taxes or Other Taxes giving rise to such refund), net of all reasonable
out-of-pocket expenses of the Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that such Borrower, upon the request of the Agent or
such Lender, agrees to repay the amount paid over to such Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Agent or such Lender to the extent that the Agent or such
Lender is required to repay such refund to such Governmental Authority. This
Section shall not be construed to require the Agent

<PAGE>

or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to any Borrower or any other
Person.

            SECTION 16. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.13, 2.14, 2.15 or 2.19, or otherwise) prior to 12:00 noon, Local Time,
on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Agent to the applicable account specified on Schedule 2.16
or to such other account as the Agent shall from time to time specify in a
notice delivered to the Company, except that payments pursuant to Sections 2.13,
2.14, 2.15, 2.19 and 8.04 shall be made directly to the Persons entitled
thereto; all payments made by any Borrower to the Agent as provided herein shall
be deemed received by the Lenders for all purposes as between the Lenders and
the Borrowers. The Agent shall distribute any such payments received by it for
the account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder of principal or interest in respect of any Loan (or of any amounts
payable under Section 2.14 or, at the request of the applicable Lender, Section
2.13, 2.15 or 2.19 in respect of any Loan) shall be made in the currency in
which such Loan is denominated; all other payments hereunder and under each
other Loan Document shall be made in Dollars, except as otherwise expressly
provided. Any payment required to be made by the Agent hereunder shall be deemed
to have been made by the time required if the Agent shall, at or before such
time, have taken the necessary steps to make such payment in accordance with the
regulations or operating procedures of the clearing or settlement system used by
the Agent to make such payment. Any amount payable by the Agent to one or more
Lenders in the national currency of a member state of the European Union that
has adopted the Euro as its lawful currency shall be paid in Euro.

            (b) If at any time insufficient funds are received by and available
to the Agent to pay fully all amounts of principal, interest and fees then due
hereunder, such funds shall be applied (i) first, towards payment of interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, towards payment of principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater

<PAGE>

proportion shall purchase (for cash at face value) participations in the
Revolving Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by any Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant, other than to
any Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). Each Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Borrower rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.

            (d) Unless the Agent shall have received notice from the applicable
Borrower prior to the date on which any payment is due to the Agent for the
account of the Lenders hereunder that such Borrower will not make such payment,
the Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders the amount due. In such event, if such Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the Agent
forthwith on demand the amount so distributed to such Lender with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Agent, at (i) the greater of the
Federal Funds Effective Rate and a rate determined by the Agent in accordance
with banking industry rules on interbank compensation (in the case of an amount
denominated in Dollars) and (ii) the rate reasonably determined by the Agent to
be the cost to it of funding such amount (in the case of an amount denominated
in any other currency).

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05(b) or 2.16(d), then the Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Agent for the account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied obligations
are fully paid.

            SECTION 17. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.13 or 2.19, or if any Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13, 2.15, or 2.19, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed

<PAGE>

cost or expense and would not otherwise be disadvantageous to such Lender. The
Company hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.13 or 2.19,
or if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Company may, at its sole expense and effort, upon notice to such Lender and the
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 7.09), all
its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment or any Eligible Assignee designated by the Company); provided that
(i) the Company shall have received the prior written consent of the Agent,
which consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
(other than Competitive Loans), accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the applicable Borrower
or Borrowers (in the case of all other amounts) and (iii) in the case of any
such assignment resulting from a claim for compensation under Section 2.13 or
2.19 or payments required to be made pursuant to Section 2.15, such assignment
will result in a material reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Company to require such assignment and delegation cease to apply.

            SECTION 18. Borrowing Subsidiaries. On or after the Closing Date,
the Company may designate any Subsidiary of the Company as a Borrower by
delivery to the Agent of a Borrowing Subsidiary Agreement executed by such
Subsidiary and the Company, and upon such delivery such Subsidiary shall for all
purposes of this Agreement be a Borrower and a party to this Agreement. Upon the
execution by the Company and delivery to the Agent of a Borrowing Subsidiary
Termination with respect to any Subsidiary that is a Borrower, such Subsidiary
shall cease to be a Borrower and a party to this Agreement; provided that no
Borrowing Subsidiary Termination will become effective as to any Borrower (other
than to terminate such Borrowing Subsidiary's right to make further Borrowings
under this Agreement) at a time when any principal of or interest on any Loan to
such Borrower shall be outstanding hereunder. Promptly following receipt of any
Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Agent
shall notify each Lender thereof.

            SECTION 19. Additional Reserve Costs. (a) If and so long as any
Lender is required to make special deposits with the Bank of England or, to
maintain reserve asset ratios or to pay fees (other than deposits or reserves
reflected in the determination of the Adjusted LIBO Rate), in each case in
respect of such Lender's Eurocurrency Loans in any Alternative Currency, such
Lender may require the relevant Borrower to pay, contemporaneously with each
payment of interest on each of such

<PAGE>

Loans, additional interest on such Loan at a rate per annum equal to the
Mandatory Costs Rate calculated in accordance with the formula and in the manner
set forth in Exhibit F, together with a reasonably detailed explanation of the
basis for such claim.

            (b) If and so long as any Lender is required to comply with reserve
assets, liquidity, cash margin or other requirements of any monetary or other
authority (other than any such requirements reflected in the determination of
the Adjusted LIBO Rate) (including any such requirement imposed by the European
Central Bank or the European System of Central Banks, but excluding requirements
reflected in the Statutory Reserves or the Mandatory Costs Rate) in respect of
any of such Lender's Eurocurrency Loans in any Alternative Currency, such Lender
may require the relevant Borrower to pay, contemporaneously with each payment of
interest on each of such Lender's Eurocurrency Loans subject to such
requirements, additional interest on such Loan at a rate per annum specified by
such Lender to be the cost to such Lender of complying with such requirements in
relation to such Loan.

            (c) Any additional interest owed pursuant to paragraph (a) or (b)
above shall be determined by the relevant Lender, which determination shall be
conclusive absent manifest error, and notified to the relevant Borrower (with a
copy to the Agent), together with a reasonably detailed explanation of the basis
for such claim, at least five Business Days before each date on which interest
is payable for the relevant Loan, and such additional interest so notified to
the relevant Borrower by such Lender shall be payable to the Agent for the
account of such Lender on each date on which interest is payable for such Loan.

            SECTION 20. Redenomination of Certain Designated Foreign Currencies.
(a) Each obligation of any party to this Agreement to make a payment denominated
in the national currency unit of any member state of the European Union that
adopts the Euro as its lawful currency after the date hereof shall be
redenominated into Euro at the time of such adoption (in accordance with the EMU
Legislation). If, in relation to the currency of any such member state, the
basis of accrual of interest expressed in this Agreement in respect of that
currency shall be inconsistent with any convention or practice in the London
Interbank Market for the basis of accrual of interest in respect of the Euro,
such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any Borrowing in the currency of such member state is
outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Borrowing, at the end of the then current Interest Period.

            (b) Without prejudice and in addition to any method of conversion or
rounding prescribed by any EMU Legislation and (i) without limiting the
liability of any Borrower for any amount due under this Agreement and (ii)
without increasing any Commitment of any Lender, all references in this
Agreement to minimum amounts (or integral multiples thereof) denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall, immediately upon such
adoption, be replaced by references to such minimum

<PAGE>

amounts (or integral multiples thereof) as shall be specified herein with
respect to Borrowings denominated in Euro.

            (c) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Agent (in consultation with the
Company) may from time to time specify to be appropriate to reflect the adoption
of the Euro by any member state of the European Union and any relevant market
conventions or practices relating to the Euro.

            SECTION 21. Assigned Dollar Value. (a) With respect to each
Alternative Currency Borrowing, its "Assigned Dollar Value" shall mean the
following:

            (a) the Dollar amount specified in the Borrowing Request therefor
      (or, in the case of a Competitive Borrowing, the Dollar amount thereof
      accepted pursuant to Section 2.04) unless and until adjusted pursuant to
      the following clause (ii), and

            (b) as of each Revaluation Date with respect to such Alternative
      Currency Borrowing, the "Assigned Dollar Value" of such Borrowing shall be
      adjusted to be the Dollar Equivalent thereof (as determined by the Agent
      based upon the applicable Spot Exchange Rate as of the date that is three
      Business Days before such Revaluation Date (which determination shall be
      conclusive absent manifest error)) (subject to further adjustment in
      accordance with this clause (ii) thereafter).

            (b) The Assigned Dollar Value of an Alternative Currency Loan shall
      equal the Assigned Dollar Value of the Alternative Currency Borrowing of
      which such Loan is a part multiplied by the percentage of such Borrowing
      represented by such Loan.

            (c) The Agent shall notify the Company of any change in the Assigned
      Dollar Value of any Alternative Currency Borrowing promptly following
      determination of such change.

            SECTION 22. Borrowers' Increase of Commitments. (a) The Borrowers
may at any time, by notice to the Agent, propose that the aggregate amount of
the Commitments be increased (a "Commitment Increase"), effective as at a date
(the "Increase Date") that shall be (i) prior to the Maturity Date and (ii) at
least three Business Days after the date specified in such notice on which
agreement as to increased Commitments is to be reached (the "Commitment Date");
provided, however, that (w) the Borrowers may not propose more than one
Commitment Increase per calendar year, (x) the minimum proposed Commitment
Increase per notice shall be an amount not less than One Hundred Million Dollars
($100,000,000), and in no event shall the aggregate amount of the Commitments at
any time exceed Two Billion Dollars ($2,000,000,000), (y) the Company's Index
Debt ratings from Moody's and S&P are and upon giving effect to the proposed
Commitment Increase shall be better than or equal to Baa2 and BBB, respectively,
and (z) no Default or Event of Default has occurred and is continuing or will
result upon giving effect to the Commitment Increase. The Agent shall notify the

<PAGE>

Lenders promptly upon its receipt of any such notice. The Agent agrees that it
will cooperate with the Borrowers in discussions with the Lenders and potential
Lenders (which shall be Eligible Assignees) with a view to arranging the
proposed Commitment Increase through the increase of the Commitments of one or
more of the Lenders and the addition of one or more Eligible Assignees
acceptable to the Agent and the Borrowers as Assuming Banks and as parties to
this Agreement; provided, however, that the minimum Commitment of each such
Assuming Bank that becomes a party to this Agreement pursuant to this Section
2.22 shall be at least equal to Ten Million Dollars ($10,000,000). Each Lender
shall decide in its sole discretion whether to agree to increase its Commitment
pursuant to this Section 2.22. If agreement is reached on or prior to the
Commitment Date with the Lenders proposing to increase their respective
Commitments hereunder (the "Increasing Lenders"), if any (whose allocations will
be based on the ratio of each existing Lender's Commitment Increase to the
aggregate of all Commitment Increases), and the Assuming Banks, if any, as to a
Commitment Increase (which may be less than that specified in the applicable
notice from the Borrowers), such agreement to be evidenced by a notice in
reasonable detail from the Borrowers to the Agent on or prior to the Commitment
Date, the Assuming Banks, if any, shall become Lenders hereunder as of the
Increase Date and the Commitments of such Increasing Lenders and such Assuming
Banks shall become or be, as the case may be, as of the Increase Date the
amounts specified in such notice (and the Agent shall give notice thereof to the
Lenders (including such Assuming Banks) in accordance with section (e) below);
provided, however, that:

            (x) the Agent shall have received on or prior to 9:00 A.M. (New York
      City time) on the Increase Date (A) opinions of the Company's general
      counsel and the Company's special Panamanian counsel in substantially the
      forms of Exhibits C-1 and C-2 hereto, dated such Increase Date, together
      with (B) a copy, certified on the Increase Date by the Secretary, an
      Assistant Secretary or a comparable official of each Borrower, of the
      resolutions adopted by the Board of Directors of such Borrower,
      authorizing such Commitment Increase (with copies for each Lender,
      including each Assuming Bank) and (C) evidence of the good standing of
      such Borrower in its jurisdiction of formation, dated as of a recent date;

            (y) with respect to each Assuming Bank, the Agent shall have
      received, on or prior to 9:00 A.M. (New York City time) on the Increase
      Date, an appropriate Assumption Agreement in substantially the form of
      Exhibit D hereto, duly executed by the Borrowers and such Assuming Bank,
      together with the Agent's processing and recordation fee of $3,500; and

            (z) each Increasing Lender that proposes to increase its Commitment
      in connection with such Commitment Increase shall have delivered, on or
      prior to 9:00 A.M. (New York City time) on the Increase Date, confirmation
      in writing satisfactory to the Agent as to its increased Commitment.

            (b) Upon its receipt of notice from a Lender that it is increasing
its Commitment hereunder, together with the appropriate opinions referred to in
clause (x)

<PAGE>

above, the Agent shall (i) record the information contained therein in the
Register and (ii) give prompt notice thereof to the Borrowers. Upon its receipt
of an Assumption Agreement executed by an Assuming Bank representing that it is
an Eligible Assignee, together with the appropriate opinions referred to in
clause (x) above, and its fee referred to in clause (y) above, the Agent shall,
if such Assumption Agreement has been completed and is in substantially the form
of Exhibit D hereto, (i) accept such Assumption Agreement, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrowers.

            (c) The Agent shall maintain at its address referred to in Section
9.02 a copy of each Assumption Agreement delivered to and accepted by it and
record in the Register the names and addresses of the Assuming Banks and of the
Increasing Lenders and the Commitment of, and principal amount of the Loans
owing to, each such Assuming Bank and each such Lender from time to time. The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrowers, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement.

            (d) In the event that the Agent shall not have received notice from
the Borrowers as to such agreement on or prior to the Commitment Date or any
Borrower shall, by notice to the Agent prior to the Commitment Date, withdraw
such proposal or any of the actions provided for in clauses (x) through (z)
above shall not have occurred by the Increase Date, such proposal by the
Borrowers shall be deemed not to have been made. In such event, the actions
theretofore taken under clauses (x) through (z) above shall be deemed to be of
no effect, and all the rights and obligations of the parties shall continue as
if no such proposal had been made.

            (e) In the event that the Agent shall have received notice from the
Borrowers as to such agreement on or prior to the Commitment Date and the action
provided for in clauses (x) through (z) above shall have occurred by 9:00 A.M.
(New York City time) on the Increase Date, the Agent shall notify the Lenders
(including the Assuming Banks) of the occurrence of the Increase Date promptly
and in any event by 10:00 A.M. (New York City time) on such date by telecopier,
telex or cable. Each Increasing Lender and each Assuming Bank shall, before
11:00 A.M. ( New York City time) on the Increase Date, make available for the
account of its Applicable Lending Office to the Agent at its address referred to
in Section 9.02, in same day funds, an amount equal to such Increasing Lender's
or Assuming Bank's ratable portion of the Revolving Loans then outstanding
(calculated based on its Commitment as a percentage of the aggregate Commitments
outstanding after giving effect to the relevant Commitment Increase). After the
Agent's receipt of such funds, the Agent will promptly thereafter cause to be
distributed like funds to the Lenders for the account of their respective
Applicable Lending Offices in an amount to each Lender such that the aggregate
amount of the outstanding Loans owing to each Lender after giving effect to such
distribution equals such Lender's ratable portion of the Revolving Loans then
outstanding (calculated based on its Commitment as a percentage of the aggregate
Commitments outstanding after giving effect to the relevant Commitment
Increase). If the Increase Date shall occur on a date that is not the last day
of the Interest Period of all

<PAGE>

Revolving Loans that are Eurocurrency Loans then outstanding, (a) the Borrowers
shall pay any amounts owing pursuant to Section 2.14 as a result of the
distributions to Lenders under this Section 2.22(e) and (b) for each outstanding
Revolving Loan comprised of Eurocurrency Loans, the respective Loans made by the
Increasing Lenders and the Assuming Banks pursuant to this Section 2.22(e) shall
be ABR Loans until the last day of the then existing Interest Period for such
Revolving Loan.

                                  ARTICLE IV.

                              Conditions of Lending

            SECTION 1. [Intentionally Omitted.]

            SECTION 2. Conditions Precedent to Each Revolving Borrowing. The
obligation of each Lender to make a Revolving Loan on the occasion of each
Revolving Borrowing (including the initial Revolving Borrowing) shall be subject
to the further conditions precedent that on the Borrowing Date of such Revolving
Borrowing (a) the following statements shall be true, and the Agent shall have
received for the account of such Lender a certificate signed by a duly
authorized officer of the applicable Borrower, effective as of the date of such
Revolving Borrowing, stating that (and each of the giving of the applicable
notice of borrowing and the acceptance by such Borrower of the proceeds of such
Revolving Borrowing shall constitute a representation and warranty by such
Borrower that on the date of such Revolving Borrowing such statements are true):

            (a) The representations and warranties contained in Section 4.01 are
      correct on and as of the date of such Revolving Borrowing, before and
      after giving effect to such Revolving Borrowing and to the application of
      the proceeds therefrom, as though made on and as of such date, except that
      (A) the representation set forth in the last sentence of Section 4.01(e)
      shall be made only (y) on the occasion of the initial Revolving Borrowing
      on or after the Closing Date and (z) on the occasion of each Revolving
      Borrowing resulting in an aggregate outstanding principal amount of
      Revolving Loans greater than such amount outstanding immediately prior to
      such Revolving Borrowing and (B) the representations set forth in Section
      4.01(h) and in clause (z) of Section 4.01(i) shall be made only on the
      Closing Date, and

            (b) No Default or Event of Default has occurred and is continuing,
      or would result from such Revolving Borrowing or from the application of
      the proceeds therefrom;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender (other than the Designated Bidders) through the Agent
may reasonably request.

            SECTION 3. Conditions Precedent to Each Competitive Loan Borrowing.
The obligation of each Lender which is to make a Competitive Loan on the
occasion of a Competitive Borrowing (including the initial Competitive
Borrowing) to make such Competitive Loan as part of such Competitive Borrowing
is subject to the conditions

<PAGE>

precedent that (i) the Agent shall have received the written confirmatory notice
of Competitive Borrowing with respect thereto and (ii) on the Borrowing Date of
such Competitive Borrowing the following statements shall be true (and each of
the giving of the applicable Competitive Bid Request and the acceptance by the
applicable Borrower of the proceeds of such Competitive Borrowing shall
constitute representation and warranty by such Borrower that on the date of such
Competitive Borrowing such statements are true):

            (a) The representations and warranties contained in Section 4.01 are
correct on and as of the date of such Competitive Loan Borrowing, before and
after giving effect to such Competitive Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date,

            (b) No Default or Event of Default has occurred and is continuing,
or would result from such Competitive Borrowing or from the application of the
proceeds therefrom, and

            (c) No event has occurred and no circumstance exists as a result of
which the information concerning the Borrowers that has been provided to the
Agent and each Lender by the Borrowers in connection herewith would include an
untrue statement of a material fact or omit to state any material fact or any
fact necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.

            SECTION 4. Initial Borrowing by Each Borrowing Subsidiary. The
obligation of each Lender to make Loans to any Borrowing Subsidiary is subject
to the satisfaction (or waiver in accordance with Section 9.01) of the following
conditions:

            (a) The Agent (or its counsel) shall have received such Borrowing
Subsidiary's Borrowing Subsidiary Agreement, duly executed by all parties
thereto.

            (b) The Agent shall have received such documents and certificates as
the Agent or its counsel may reasonably request relating to the organization,
existence and good standing (to the extent such concept is relevant to such
Person in its jurisdiction of organization) of such Borrowing Subsidiary, the
authorization of the Transaction insofar as they relate to such Borrowing
Subsidiary and any other legal matters reasonably relating to such Borrowing
Subsidiary, its Borrowing Subsidiary Agreement or such Transaction, all in form
and substance satisfactory to the Agent and its counsel.

                                   ARTICLE V.

                         Representations and Warranties

            SECTION 1. Representations and Warranties of the Borrowers. Each of
the Borrowers and the Guarantor represents and warrants as follows:

Due Existence; Compliance. Each of the Borrowers and the Guarantor is a
corporation duly incorporated, validly existing and in good standing, under the
laws of its jurisdiction

<PAGE>

of formation and has all requisite corporate power and authority under such laws
to own or lease and operate its properties and to carry on its business as now
conducted and as proposed to be conducted, and to execute, deliver and perform
its obligations under the Loan Documents, to which it is, or will be, a party.
Each of the Borrowers, the Guarantor and their respective subsidiaries is duly
qualified or licensed to do business as a foreign corporation and is in good
standing, where applicable, in all jurisdictions in which it owns or leases
property (including vessels), or proposes to own or lease property (including
vessels), or in which the conduct of its business, and the conduct of its
business upon consummation of the Transaction and the Restatement Transactions,
requires it to so qualify or be licensed, except to the extent that the failure
to so qualify or be in good standing would have no material adverse effect on
the business, operations, properties, prospects or condition (financial or
otherwise) of the Company, the Guarantor and their Subsidiaries or the ability
of any such Person to perform its obligations under any of the Loan Documents to
which it is or may be a party. Each of the Borrowers, the Guarantor and their
respective subsidiaries is in compliance in all material respects with all
applicable laws, rules, regulations and orders.

Corporate Authorities; No Conflicts. The execution, delivery and performance by
each Borrower and the Guarantor of this Agreement and the other Loan Documents
to which it is or will be a party are within its corporate powers and have been
duly authorized by all necessary corporate and stockholder approvals and (i) do
not contravene its charter or by-laws or any law, rule, regulation, judgment,
order or decree applicable to or binding on such Borrower, the Guarantor or any
of their respective subsidiaries and (ii) do not contravene, and will not result
in the creation of any Lien under, any provision of any contract, indenture,
mortgage or agreement to which any of the Borrowers, the Guarantor or their
respective subsidiaries is a party, or by which it or any of its properties are
bound.

Government Approvals and Authorizations. No authorization or approval (including
exchange control approval) or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution,
delivery and performance by or enforcement against the Borrowers or the
Guarantor of the Loan Documents (except such as have been duly obtained or made
and remain in full force and effect).

Legal, Valid and Binding. Each of the Loan Documents is, or upon delivery will
be, the legal, valid and binding obligation of each of the Borrowers and the
Guarantor that is a party thereto, enforceable against such Borrower or the
Guarantor, as applicable, in accordance with its terms (except as enforcement
may be limited by bankruptcy, moratorium, insolvency, reorganization or similar
laws generally affecting creditors' rights as well as the award by courts of
relief in lieu of specific performance of contractual provisions).

Financial Information. Each of the consolidated annual audited balance sheet of
the Company as at November 30, 2002, the consolidated annual audited balance
sheet of the Guarantor as at December 31, 2002, and the consolidated quarterly
unaudited balance sheet of the Company and the Guarantor as at August 31, 2003,
and the related consolidated statements of operations and consolidated
statements of cash flows of the

<PAGE>

Company and its Subsidiaries for the fiscal year ended November 30, 2002, the
related consolidated statements of operations and consolidated statements of
cash flows of the Guarantor and its Subsidiaries for the fiscal year ended
December 31, 2002 and the related consolidated statements of operation and
consolidated statements of cash flows of the Company (including the Guarantor
and their Subsidiaries) for the nine months ended August 31, 2003, as the case
may be, copies of which have been furnished heretofore by the Company to the
Agent, fairly present the consolidated financial condition of the Company and
its Subsidiaries, the Guarantor and its Subsidiaries or the Company (including
the Guarantor and their Subsidiaries) as at such date and the consolidated
results of the operations of the Company and its Subsidiaries, the Guarantor and
its Subsidiaries or the Company (including the Guarantor and their Subsidiaries)
for the period ended on such date, all in accordance with GAAP consistently
applied (other than in connection with the Guarantor and its Subsidiaries prior
to April 17, 2003, which are in accordance with U.K. generally accepted
accounting principals, and subject, in the case of the August 31, 2003
statements to normal year-end audit adjustments). Since November 30, 2002 or
December 31, 2002, as applicable, there has been no material adverse change in
the business, operations, properties or condition (financial or otherwise) of
the Company, the Guarantor or any of their Subsidiaries.

Litigation and Environmental. There is not pending nor, to the knowledge of any
Borrower or the Guarantor upon due inquiry and investigation, threatened any
action or proceeding affecting any of the Borrowers, the Guarantor or their
Subsidiaries, by or before any court, governmental agency or arbitrator, which
reasonably could be expected (i) to materially adversely affect the assets,
business, properties, prospects, operations or condition (financial or
otherwise) of the Company, the Guarantor and their Subsidiaries taken as a
whole, or (ii) to prohibit, limit in any way or materially adversely affect the
consummation of the Transaction or the Restatement Transactions contemplated by
the Loan Documents, including, without limitation, the ability of the Borrowers
or the Guarantor to perform its obligations under this Agreement or the
Guarantee Agreement. Except with respect to any matters that, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, none of the Borrowers, the Guarantor, nor any of their respective
subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

Immunities. None the Borrowers, the Guarantor nor any of their respective
subsidiaries, nor the property of any of them, has any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) under the laws of the jurisdiction of its organization.

No Taxes. There is no tax, levy, impost, deduction, charge or withholding or
similar item imposed (i) by Panama or the States of Florida or New York, or by
any political subdivision of any of the foregoing, on or by virtue of the
execution and delivery of these representations and warranties, the execution or
delivery or enforcement of this

<PAGE>

Agreement or any other document to be furnished hereunder or thereunder, or (ii)
by Panama or the States of Florida or New York, or by any political subdivision
of any of the foregoing, on any payment to be made by the Company pursuant to
this Agreement, other than (x) taxes on or measured by net income imposed by any
such jurisdiction in which the Lender has its situs of organization or a fixed
place of business, (y) taxes that have been paid in full by the Company or the
amount or validity of which are being contested in good faith by appropriate
proceedings and with respect to which appropriate reserves in accordance with
GAAP have been provided on its books or (z) de minimus documentary stamp taxes
imposed by the State of Florida, which the Borrowers agree to pay, if any.

No Filing. To ensure the legality, validity, enforceability or admissibility in
evidence of this Agreement in each of Panama, the States of Florida and New
York, it is not necessary (y) that this Agreement, or any other document related
to any thereof, be filed or recorded with any court or other authority in such
jurisdiction, or (z) that any stamp or similar tax be paid on or with respect to
this Agreement except to the extent provided in (h) above.

No Defaults. There does not exist (i) any event of default, or any event that
with notice or lapse of time or both would constitute an event of default, under
any agreement to which any Borrower, the Guarantor or any of their respective
subsidiaries is a party or by which any of them may be bound, or to which any of
their properties or assets may be subject, which default would have a material
adverse effect on the Company, the Guarantor and their respective Subsidiaries
taken as a whole, or would materially adversely affect their ability to perform
their respective obligations under this Agreement or the Guarantee Agreement, or
(ii) any event which is or would result in a Default or Event of Default.

Margin Regulations. No part of the proceeds of the Loan will be used for any
purpose that violates the provisions of any of Regulations T, U or X of the
Board of Governors of the Federal Reserve System or any other regulation of such
Board of Governors. None of the Borrowers nor any of their respective
subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, within the meaning of Regulations T, U and
X issued by the Board of Governors of the Federal Reserve System.

Investment Company Act. None of the Borrowers or the Guarantor is an "investment
company" or a company "controlled" by an "investment company" (as each of such
terms is defined or used in the Investment Company Act of 1940, as amended).

Taxes Paid. (i) Each of the Borrowers, the Guarantor and their respective
subsidiaries (A) has filed or caused to be filed, or has timely requested an
extension to file or has received from the relevant governmental authorities an
extension to file, all material tax returns which are required to have been
filed, and (B) has paid all taxes shown to be due and payable on said returns or
extension requests or on any material assessments made against it or any of its
properties, and all other material taxes, fees or other charges imposed on it or
any of its properties by any governmental authority (other than those the

<PAGE>

amount or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which appropriate reserves in
conformity with GAAP have been provided on its books); and (ii) no material tax
liens have been filed and no material claims are being asserted with respect to
any such taxes, fees or other charges other than those the amount or validity of
which is currently being contested in good faith by appropriate proceedings and
with respect to which appropriate reserves in accordance with GAAP have been
provided on its books; provided, however, that the representations and
warranties made in subdivisions (i)(A) and (i)(B) of this paragraph (m) with
respect to Il Ponte S.p.A. and its subsidiaries acquired on or about September
30, 2000 are limited to tax returns required to be filed with respect to the
period from and after September 30, 2000.

Disclosure. No representation, warranty or statement made or document or
financial statement provided by any Borrower, the Guarantor or any Affiliate or
subsidiary thereof, in or pursuant to this Agreement, the Guarantee Agreement or
in any other document furnished in connection herewith or therewith, is untrue
or incomplete in any material respect or contains any misrepresentation of a
material fact or omits to state any material fact necessary to make any such
statement herein or therein not misleading.

Good Title. Each of the Borrowers and the Guarantor has good title to its
properties and assets, except for (i) as permitted under this Agreement,
existing or future Liens, security interests, mortgages, conditional sales
arrangements and other encumbrances either securing Indebtedness or other
liabilities of such Borrower, the Guarantor or any of their respective
subsidiaries, or which such Borrower or the Guarantor in its reasonable business
judgment has determined would not be reasonably expected to materially interfere
with the business or operations of such Borrower or the Guarantor (as
applicable) and its respective subsidiaries as conducted from time to time, and
(ii) minor irregularities therein which do not materially adversely affect their
value or utility.

ERISA. (i) No Insufficiency or Termination Event has occurred or is reasonably
expected to occur, and no "accumulated funding deficiency" exists and no
"variance" from the "minimum funding standard" has been granted (each such term
as defined in Part III, Subtitle B, of Title I of ERISA) with respect to any
Plan (other than any Multiemployer Plan or Plan that has been terminated and all
the liabilities of which have been satisfied in full prior to March 30, 1990) in
which any Borrower, the Guarantor or any of their respective subsidiaries is a
participant.

            (ii) None of the Borrowers, the Guarantor nor any ERISA Affiliate
      has incurred, or is reasonably expected to incur, any Withdrawal Liability
      to any Multiemployer Plan.

            (iii) None of the Borrowers, the Guarantor nor any ERISA Affiliate
      has received any notification that any Multiemployer Plan in which it is a
      participant is in reorganization or has been terminated, within the
      meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably
      expected to be in reorganization or to be terminated within the meaning of
      Title IV of ERISA.

<PAGE>

                                  ARTICLE VI.

                    Covenants of the Borrowers and Guarantor

            SECTION 1. Affirmative Covenants. So long as any Loan or any other
Obligation shall remain unpaid or any Lender shall have any Commitment under
this Agreement, each of the Borrowers and the Guarantor shall, unless the Agent
on behalf of the Lenders shall otherwise consent in writing in accordance with
Section 7.03, comply with each of the following affirmative covenants:

            (a) Compliance with Laws. Each of the Borrowers and the Guarantor
      shall comply, and cause each of its subsidiaries to comply, in all
      material respects with all applicable laws, rules, regulations and orders,
      and to pay when due all taxes, assessments and governmental charges
      imposed upon it or upon its property, except to the extent contested in
      good faith by appropriate proceedings and for which adequate reserves in
      conformity with GAAP have been provided.

            (b) Use of Proceeds. Each Borrower shall use all proceeds of the
      Loans for such general corporate purposes as may be permitted under
      applicable law, including support for its commercial paper programs, if
      any.

            (c) Financial Information; Defaults.

            (a) Each of the Borrowers and the Guarantor shall promptly inform
      the Agent of any event which is or may become a default or breach of such
      Borrower's or the Guarantor's obligations under the Loan Documents or
      result in a Default or Event of Default, or any event which materially
      adversely affects its ability fully to perform any of its obligations
      under any Loan Document, or any event of default which has occurred and is
      continuing under any material agreement to which the Company, the
      Guarantor or any of their respective Subsidiaries is a party;

            (b) As soon as the same become available, but in any event within
      120 days after the end of each of its fiscal years, the Company shall
      deliver to the Agent on behalf of the Lenders audited consolidated
      financial statements of the Company (including the Guarantor and their
      Subsidiaries). Delivery of the Company's annual financial statements
      containing information required to be filed with the Securities and
      Exchange Commission on Form 10-K (as in effect on the Closing Date) shall
      satisfy the requirements of the first sentence of this Section 5.01(c)(ii)
      insofar as they relate to the Company (including the Guarantor and their
      Subsidiaries) on a consolidated basis; provided, however, that such
      requirements shall not be satisfied if the Company makes no such filings
      or if there is a material change after the Closing Date in the form or
      substance of financial disclosures and financial information required to
      be set forth in Form 10-K. All such audited consolidated financial
      statements of the Company shall set forth, in comparative form the
      corresponding figures for the preceding fiscal year (excluding, as to any
      Subsidiary acquired after the Closing Date and not

<PAGE>

      accounted for in accordance with the pooling method of accounting,
      corresponding information for the period preceding its acquisition); all
      such audited consolidated financial statements shall be accompanied by an
      opinion thereon of independent certified public accountants of recognized
      national standing reasonably acceptable to the Agent, which opinion shall
      state that said financial statements fairly present the consolidated
      financial condition and results of operations of the Company (including
      the Guarantor and their Subsidiaries) as at the end of, and for, such
      fiscal year;

            (c) As soon as the same become available and in any event within 75
      days after the end of the first three fiscal quarters of each of its
      fiscal years, the Company shall deliver to the Agent on behalf of the
      Lenders (A) unaudited consolidated statements of income and cash flows of
      the Company (including the Guarantor and their Subsidiaries) for each such
      quarterly period and for the period from the beginning of its then current
      fiscal year to the end of such period, and (B) related unaudited
      consolidated balance sheets of the Company (including the Guarantor and
      their Subsidiaries), in each case as at the end of each such quarterly
      period. Delivery of the Company's quarterly financial statements
      containing information required to be filed with the Securities and
      Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall
      satisfy the requirements of the first sentence of this Section
      5.01(c)(iii) insofar as they relate to the Company (including the
      Guarantor and their Subsidiaries on a consolidated basis); provided,
      however, that such requirements shall not be satisfied if the Company
      makes no such filings or if there is a material change after the Closing
      Date in the form or substance of financial disclosures and financial
      information required to be set forth in Form 10-Q. All such unaudited
      consolidated financial statements shall be accompanied by a certificate of
      a senior financial officer of the Company, which certificate shall state
      that such financial statements fairly present the consolidated financial
      condition and results of the operations of the Company (including the
      Guarantor and their Subsidiaries), as at the end of, and for, such period
      (subject to normal year end audit adjustments) in accordance with GAAP,
      consistently applied;

            (d) Together with the financial statements to be delivered to the
      Agent on behalf of the Lenders from time to time pursuant to clauses (ii)
      and (iii) of this Section 5.01(c), the Company shall deliver to the Agent
      a certificate of a senior financial officer of the Company, which
      certificate shall (A) state that the consolidated financial condition and
      operations of the Company (including the Guarantor and their respective
      Subsidiaries) are such as to be in compliance with all of the provisions
      of Sections 5.01(d) and 5.02(a) and (f) of this Agreement, (B) set forth
      in reasonable detail the computations necessary to determine whether the
      provisions of Sections 5.01(d) and 5.02(a) and (f) have been complied
      with, and (C) state that no Default or Event of Default has occurred and
      is continuing;

            (e) Promptly upon their becoming available, the Company shall
      deliver to the Agent copies of all registration statements and periodic
      reports which the Company shall have filed with the Securities and
      Exchange Commission or any

<PAGE>

      national securities exchange or market and any ratings (and changes
      thereto) of its debt by S&P, Moody's and, if applicable, Fitch, Inc.;

            (f) Promptly upon the mailing thereof to their respective
      shareholders, the Company and the Guarantor shall deliver to the Agent
      copies of all financial statements and reports so mailed;

            (g) As soon as reasonably possible, the Company shall deliver to the
      Agent copies of all reports and notices which it or any of its
      Subsidiaries files under ERISA with the Internal Revenue Service, the
      PBGC, the U.S. Department of Labor or the sponsor of a Multiemployer Plan,
      or which it or any of its Subsidiaries receives from the PBGC or the
      sponsor of a Multiemployer Plan related to (a) any Termination Event and
      (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability,
      (y) any actual or expected reorganization (within the meaning of Title IV
      of ERISA), or (z) any termination of a Multiemployer Plan (within the
      meaning of Title IV of ERISA); and

            (h) From time to time on request, each of the Borrowers and the
      Guarantor shall furnish the Agent on behalf of the Lenders with such
      information and documents, and provide access to the books, records and
      agreements of such Borrower, the Guarantor or any subsidiary of such
      Borrower or the Guarantor, as the Agent on behalf of the Lenders may
      reasonably require.

            All certificates, materials and documents to be furnished by any
      Borrower or the Guarantor under this Section 5.01(c) shall be provided to
      the Agent in such number of copies as the Agent may reasonably request and
      shall be furnished promptly by the Agent to the Lenders; and

            (d) Financial Covenants. The Company and the Guarantor shall ensure
      that, on a consolidated basis:

            (a) the ratio of their Total Debt to Total Capital, tested as of the
      last day of each fiscal quarter, shall be at all times less than fifty
      percent (50%); and

            (b) at the end of each fiscal quarter, the amount of the
      Consolidated Cash Flow shall be, for the period of the four fiscal
      quarters then ended, at least 125% of the sum of (i) the aggregate amount
      of (x) dividend payments, (y) scheduled principal loan repayments
      (excluding scheduled principal loan repayments under this Agreement, under
      any commercial paper facility backed by a long-term credit facility, or
      any short term debt facility or revolving credit facility that are
      refinanced on the date of such repayment) and (z) scheduled Capital Lease
      payments made, in respect of the Company, the Guarantor and their
      respective Subsidiaries, on a consolidated basis during such period of
      four fiscal quarters.

            (e) Corporate Existence, Mergers. Each of the Borrowers and the
      Guarantor shall preserve and maintain in full force and effect its
      corporate existence and rights and those of its subsidiaries, and not
      merge or consolidate with or into, or convey, transfer, lease or otherwise
      dispose of (whether in one

<PAGE>

      transaction or in a series of transactions) all or substantially all of
      its assets (whether now owned or hereafter acquired) to, or acquire all or
      substantially all of the assets of, any Person or permit any of its
      subsidiaries to do so, except that (v) any subsidiary of any Borrower or
      the Guarantor may merge or consolidate with or into any Borrower or the
      Guarantor if the surviving entity is such Borrower or the Guarantor, or
      transfer assets to, or acquire assets of such Borrower or the Guarantor so
      long as such assets do not constitute all or substantially all of the
      assets of such Borrower or the Guarantor unless the acquiring entity is a
      Borrower or the Guarantor, as the case may be, (w) any subsidiary of any
      Borrower or the Guarantor may merge or consolidate with or into, or
      transfer assets to, or acquire assets of, any other subsidiary of any
      Borrower or the Guarantor, (x) any Borrower, the Guarantor and their
      respective subsidiaries may acquire all or substantially all of the assets
      of any Person if the surviving entity is such Borrower, the Guarantor or
      such subsidiary, as the case may be, and (y) any Borrower or the Guarantor
      may cause the change of its jurisdiction by way of merger or otherwise,
      upon consent of the Required Lenders, which consent shall not unreasonably
      be denied.

            (f) Insurance. Each of the Borrowers and the Guarantor shall, and
      shall cause each of its subsidiaries to, insure and keep insured, with
      financially sound and reputable insurers, so much of its properties, in
      such amounts and against such risks, as to all the foregoing, in each
      case, reasonably satisfactory to the Lenders and as are usually and
      customarily insured by companies engaged in a similar business with
      respect to properties of a similar character.

            (g) Actions Respecting Certain Excess Sale Proceeds. In the event
      that the Borrowers and the Guarantor and/or their respective subsidiaries
      shall sell or otherwise dispose of, in one or more transactions (excluding
      sales to a Borrower, Guarantor and/or their respective Subsidiaries)
      "assets" (as hereinafter defined) with an aggregate book value (net of
      depreciation) in excess of Seven Hundred Fifty Million Dollars
      ($750,000,000) during any fiscal year or Two Billion Dollars
      ($2,000,000,000) during the period from and including the Closing Date to
      and including the Maturity Date, the applicable Borrower or the Guarantor
      shall apply all proceeds of such sale or disposition in an amount at least
      equal to the amount (the "Excess Amount") in excess of Seven Hundred Fifty
      Million Dollars ($750,000,000) or Two Billion Dollars ($2,000,000,000), as
      applicable, first, to the prepayment, pro rata, of the outstanding amount
      of each Revolving Loan, second to establish cash collateral with the Agent
      pursuant to an agreement, in form and substance satisfactory to the Agent
      providing for interest-bearing investments in cash or cash equivalents
      selected by the Company or the Guarantor, as applicable, for the payment
      when due on a pro rata basis of the outstanding amount of each Competitive
      Loan, and third the balance, if any (including any interest accrued on
      cash collateral not required to prepay Competitive Loans pursuant to the
      previous clause), to such general corporate purposes as may be permitted
      under applicable law; provided, however, that in the case of an Excess
      Amount in excess of Two Billion Dollars ($2,000,000,000) that the
      Borrowers shall terminate the Commitment of the Lenders in an amount at

<PAGE>

      least equal to such Excess Amount. For purposes of testing covenant
      compliance under this Section 5.01(g), "assets" (i) shall mean only such
      assets having a book value (net of depreciation) at the time of sale or
      disposition greater than Twenty-five Million Dollars ($25,000,000) and
      (ii) shall not include Excluded Assets.

            (h) Payment of Obligations. Each of the Company and the Guarantor
      will, and will cause each of its subsidiaries to, pay its obligations
      that, if not paid, could result in a Material Adverse Effect before the
      same shall become delinquent or in default, except where (i) the validity
      or amount thereof is being contested in good faith by appropriate
      proceedings, (ii) such Borrower, the Guarantor or such subsidiary has set
      aside on its books adequate reserves with respect thereto in accordance
      with GAAP and (iii) the failure to make payment pending such contest could
      not reasonably be expected to result in a Material Adverse Effect.

            (i) Maintenance of Properties. Each of the Borrowers and the
      Guarantor will, and will cause each of its subsidiaries to, keep and
      maintain all property material to the conduct of its business in good
      working order and condition, ordinary wear and tear excepted.

            (j) Further Assurances. Each of the Borrowers and the Guarantor
      shall do all things necessary to maintain each of the Loan Documents to
      which it is a party as legal, valid and binding obligations, enforceable
      in accordance with their respective terms by the Agent and the Lenders.
      Each of the Borrowers and the Guarantor shall take such other actions and
      deliver such instruments as may be necessary or advisable, in the opinion
      of the Agent on behalf of the Lenders to protect the rights and remedies
      of the Agent and the Lenders under the Loan Documents.

            SECTION 2. Negative Covenants. So long as any Loan or any other
Obligation shall remain unpaid or any Lender shall have any Commitment, each of
the Borrowers and the Guarantor agrees that it shall not, unless the Agent on
behalf of the Lenders shall otherwise consent in writing in accordance with
Section 7.03:

            (a) Sale of Assets. Unless in compliance with Section 5.01(g), sell
      or otherwise dispose of, or permit any of its subsidiaries to sell or
      dispose of, in one or more transactions, (i) during any fiscal year,
      "assets" (as hereinafter defined) with an aggregate book value (net of
      depreciation) in excess of Seven Hundred Fifty Million Dollars
      ($750,000,000), or (ii) during the period from and including the Closing
      Date to and including the Maturity Date, "assets" (as hereinafter defined)
      with a book value in excess of Two Billion Dollars ($2,000,000,000). For
      purposes of testing covenant compliance under this Section 5.02(a),
      "assets" (i) shall mean only such assets having a book value (net of
      depreciation) at the time of sale or disposition greater than Twenty-five
      Million Dollars ($25,000,000) and (ii) shall not include Excluded Assets.

            (b) Limitation on Payment Restrictions Affecting Subsidiaries.
      Create or otherwise cause or suffer to exist or become effective any
      consensual

<PAGE>

      encumbrance or restriction (other than those contained in or permitted by
      or through any other provision of this Agreement or the other Loan
      Documents, including those contained in documents existing on the Closing
      Date (or, in the case of the Guarantor, the Restatement Effective Date)
      evidencing Indebtedness permitted by any of the foregoing) on the ability
      of any Subsidiary of the Company or the Guarantor to (i) pay dividends or
      make any other distributions on such Subsidiary's capital stock or pay any
      Indebtedness owed to the Company, the Guarantor or any of their respective
      Subsidiaries, (ii) make loans to the Company, the Guarantor or any of
      their respective Subsidiaries, or (iii) transfer any of its property or
      assets to the Company, the Guarantor or any of their respective
      Subsidiaries.

            (c) Transactions with Officers, Directors and Shareholders. Enter or
      permit any of its subsidiaries to enter into any material transaction or
      material agreement, including but not limited to any lease, Capital Lease,
      purchase or sale of real property, purchase of goods or services, with any
      subsidiary, Affiliate or any officer, or director of any Borrower, the
      Guarantor or of any such subsidiary or Affiliate, or any record or known
      beneficial owner of equity securities of any such subsidiary, any known
      record or beneficial owner of equity securities of any such Affiliate or
      any Borrower, the Guarantor, or any record or beneficial owner of at least
      five percent (5%) of the equity securities of any Borrower or the
      Guarantor, except on terms that are no less favorable to such Borrower,
      the Guarantor or the relevant subsidiary than those that could have been
      obtained in a comparable transaction by such Borrower, the Guarantor or
      such subsidiary with an unrelated Person and except between Subsidiaries
      which are consolidated for financial reporting purposes with the Company
      and the Guarantor.

            (d) Compliance with ERISA. Become party to any prohibited
      transaction, reportable event, accumulated funding deficiency or plan
      termination, all within the meaning of ERISA and the Code with respect to
      any Plan as to which there is an Insufficiency, nor permit any subsidiary
      to do so (except with respect to a Multiemployer Plan if the foregoing
      shall result from the act or omission of a Person party to such
      Multiemployer Plan other than any Borrower or its subsidiary).

            (e) Investment Company. Be or become an investment company subject
      to the registration requirements of the Investment Company Act of 1940, as
      amended, or permit any subsidiary to do so.

            (f) Liens. Create or incur, or suffer to be created or incurred or
      come to exist, any Lien in respect of Indebtedness on any vessel or other
      of its properties or assets of any kind, real or personal, tangible or
      intangible, included in the Company's or the Guarantor's consolidated
      balance sheet in accordance with GAAP, nor shall any Borrower or the
      Guarantor permit any of its subsidiaries to do any of the foregoing.
      Solely for purposes of the preceding sentence the term "Lien" shall not
      include (i) Liens with respect to Excluded Assets or Excluded Indebtedness
      and (ii) other Liens in respect of Indebtedness up to an amount not

<PAGE>

      greater than 40% of the amount of total assets of the Company and the
      Guarantor as shown on their most recent consolidated balance sheet (but
      excluding the value of any intangible assets) delivered pursuant to
      Section 4.01(e) or 5.01(c)(ii) or (iii).

            (g) Organizational Documents. Amend its articles of incorporation
      (or similar charter documents) or by-laws (except for such amendments as
      shall not adversely affect the rights and remedies of the Agent or any
      Lender).

                                  ARTICLE VII.

                                     Default

            SECTION 1. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

            (a) Any Borrower shall fail to pay any facility fee, utilization fee
      or any installment of principal of any Loan, when due, or shall fail to
      pay any interest on any such Loan or fee within two (2) days after such
      interest shall become due; or

            (b) Any representation or warranty made by or on behalf of any
      Borrower or the Guarantor under or in connection with this Agreement or
      any of the other Loan Documents shall prove to have been incorrect in any
      material respect when made; or

            (c) Any Borrower or the Guarantor shall fail to perform or observe
      any other term, covenant or agreement contained in this Agreement or any
      of the other Loan Documents on its part to be performed or observed and,
      in each case, any such failure shall remain unremedied for fifteen (15)
      days after written notice thereof shall have been given to (i) such
      Borrower or (ii) the Guarantor with a copy to the Company, in each case by
      the Agent or any Lender; or

            (d) Any Borrower, the Guarantor, any of their Material Subsidiaries
      or any Subsidiary of the Company as of the Closing Date, or any Subsidiary
      of the Guarantor as of the Restatement Effective Date shall fail to pay
      any amount or amounts due in respect of Indebtedness in the aggregate
      amount in excess of Fifty Million Dollars ($50,000,000) (but excluding
      Indebtedness resulting from the Loans) of such Borrower, the Guarantor,
      such Material Subsidiary or other such Subsidiary when due (whether by
      scheduled maturity, required prepayment, acceleration, demand or
      otherwise), and such failure shall continue after the applicable grace
      period, if any, specified in the agreement or instrument relating to such
      Indebtedness; or any other default under one or more agreements or
      instruments relating to Indebtedness in the aggregate amount in excess of
      Fifty Million Dollars ($50,000,000) (but excluding Indebtedness resulting
      from the Loans) of such Borrower, the Guarantor, such Material Subsidiary
      or other such Subsidiary, or any other event, shall occur and shall
      continue after the applicable grace period, if any, specified in such
      agreement or instrument, if the effect of

<PAGE>

      such default or event is to accelerate, the maturity of such Indebtedness;
      or any such Indebtedness shall be declared to be due and payable, or
      required to be prepaid (other than by a regularly scheduled required
      prepayment), prior to the stated maturity thereof; or

            (e) (1) Any Borrower, the Guarantor or any Material Subsidiary shall
      (A) generally not pay its debts as such debts become due, (B) threaten to
      stop making payments generally, (C) admit in writing its inability to pay
      its debts generally, (D) make a general assignment for the benefit of
      creditors, (E) not be Solvent or (F) be unable to pay its debts;

            (2) Any proceeding shall be instituted in any jurisdiction by or
      against any Borrower, the Guarantor or any Material Subsidiary (A) seeking
      to adjudicate it a bankrupt or insolvent, (B) seeking liquidation, winding
      up, reorganization, arrangement, adjustment, protection, relief, or
      composition of its debts under any law relating to bankruptcy, insolvency
      or reorganization or relief of debtors, or (C) seeking the entry of an
      administration order, an order for relief, or the appointment of a
      receiver, trustee, or other similar official, for it or for any
      substantial part of its property; provided, that, in the case of any such
      proceeding instituted against but not by any Borrower, the Guarantor or
      any Material Subsidiary, such proceeding shall remain undismissed or
      unstayed for a period of forty-five (45) days or any of the relief sought
      in such proceeding (including, without limitation, the entry of an order
      for relief against it or the appointment of a receiver, trustee, custodian
      or other similar official for it or any substantial part of its property)
      shall be granted; or

            (3) (A) Any Borrower, the Guarantor or any Material Subsidiary shall
      take any corporate action to authorize any of the actions set forth above
      in subparagraph (e)(2) of this Section 6.01, or (B) any director, or if
      one or more directors are elected and acting, any two directors of any
      Borrower, the Guarantor or any Material Subsidiary, or any Person owning
      directly, or indirectly, shares of capital stock of any Borrower, the
      Guarantor or any Material Subsidiary in a number sufficient to elect a
      majority of directors of any Borrower, the Guarantor or any Material
      Subsidiary, shall take any preparatory or other steps to convene a meeting
      of any kind of any Borrower, the Guarantor or any Material Subsidiary, or
      any meeting is convened or any other preparatory steps are taken, for the
      purposes of considering or passing any resolution or taking any corporate
      action to authorize any of the actions set forth above in subparagraph
      (e)(2) of this Section 6.01; or

            (f) One or more judgments or orders for the payment of money, singly
      or in the aggregate, in excess of an amount equal to Seventy-five Million
      Dollars ($75,000,000) (not covered by insurance) shall be rendered against
      any Borrower, the Guarantor or any of their respective subsidiaries and
      either (i) enforcement proceedings shall have been commenced by any
      creditor upon such judgment or order or (ii) there shall have elapsed any
      period of thirty (30) consecutive days

<PAGE>

      during which a stay of enforcement of such judgment or order, by reason of
      a pending appeal or otherwise, shall not have been in effect; or

            (g) (i) any person or group, other than the Company, the Guarantor,
      any Subsidiary, any of the Company's, the Guarantor's or their
      Subsidiaries' employee benefit plans or permitted holders after the
      Closing Date files a Schedule TO or a Schedule 13D (or any successors to
      those Schedules) stating that it has become and actually is the beneficial
      owner of the Company's or the Guarantor's voting stock representing more
      than 50% of the total voting power of all of the Company's or the
      Guarantor's classes of voting stock entitled to vote generally in the
      election of the members of the Company's or the Guarantor's board of
      directors; or (ii) the Company or the Guarantor consolidates with or
      merges with or into another person (other than the Company, the Guarantor
      or a Subsidiary), the Company or the Guarantor sells conveys, transfers or
      leases its properties and assets substantially as an entirety to any
      person (other than the Company, the Guarantor or a Subsidiary), or any
      person (other than the Company, the Guarantor or a Subsidiary)
      consolidates with or merges with or into the Company or the Guarantor, and
      the Company's or the Guarantor's outstanding common stock is reclassified
      into, exchanged for or converted into the right to receive any other
      property or security, provided that none of these circumstances will be an
      Event of Default if the persons that beneficially own the Company's or the
      Guarantor's voting stock immediately prior to a transaction beneficially
      own, in substantially the same proportion, shares with a majority of the
      total voting power of all outstanding voting securities of the surviving
      or transferee person that are entitled to vote generally in the election
      of that person's board of directors. For purposes of this paragraph (g), a
      "permitted holder" means each of Marilyn B. Arison, Mickey Meir Arison,
      Shari Arison, Michael Arison or their spouses, children or lineal
      descendants of Marilyn B. Arison, Mickey Meir Arison, Shari Arison,
      Michael Arison or their spouses, any trust established for the benefit of
      any Arison family member mentioned in this paragraph, or any "person" (as
      such term is used in Section 13(d) or 14(d) of the Exchange Act), directly
      or indirectly, controlling, controlled by or under common control with any
      Arison family member mentioned in this paragraph or any trust established
      for the benefit of any such Arison family member or any charitable trust
      or non-profit entity established by a permitted holder. Notwithstanding
      anything to the contrary, the completion of a merger, consolidation or
      other transaction effected with one of the Company's or the Guarantor's
      Affiliates for the purpose of changing its jurisdiction of organization or
      effecting a corporate reorganization, including, without limitation, the
      implementation of a holding company structure shall not be deemed to be an
      Event of Default. For purposes of this paragraph (g), (i) the term
      "person" and the term "group" have the meanings given by Sections 13(d)
      and 14(d) of the Exchange Act or any successor provisions; (ii) the term
      "group" includes any group acting for the purpose of acquiring, holding or
      disposing of securities within the meaning of Rule 13d-5(b)(1) under the
      Exchange Act or any successor provision; and (iii) the term "beneficial
      owner" is determined in accordance with Rules 13d-3 and 13d-5 under the
      Exchange Act or any successor provision, except that a person will be
      deemed to have beneficial

<PAGE>

      ownership of all shares that person has the right to acquire irrespective
      of whether that right is exercisable immediately or only after the passage
      of time; or

            (h) Any material provision of any of the Loan Documents after
      delivery thereof shall for any reason cease to be valid and binding on the
      parties thereto (other than the Lenders and the Agent), or any party
      thereto (other than a Lender or the Agent) shall so state in writing;

then, and in any such event, the Agent on direction of the Required Lenders (i)
shall, by notice to the Borrowers, declare the Commitment to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall, by notice to the
Borrowers, declare each Loan, all interest thereon and all other amounts payable
under this Agreement, to be forthwith due and payable (except that no notice
shall be required upon the occurrence of an Event of Default described in
paragraph (e) of this Section 6.01) whereupon each Loan, all such interest and
all such amounts shall become and be forthwith due and payable without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrowers and the Guarantor.

                                 ARTICLE VIII.

        Relation of Lenders; Assignments, Designations And Participations

            SECTION 1. Lenders and Agent. The general administration of this
Agreement and the Loan Documents shall be by the Agent, and each Lender hereby
authorizes and directs the Agent to take such action (including without
limitation retaining lawyers, accountants, surveyors or other experts) or
forbear from taking such action as in the Agent's reasonable opinion may be
necessary or desirable for the administration hereof (subject to any direction
of the Required Lenders and to the other requirements of Section 7.03 hereof).
The Agent shall inform each Lender, and each Lender shall inform the Agent, of
the occurrence of any Event of Default promptly after obtaining knowledge
thereof; however, unless it has actual knowledge of an Event of Default, each of
the Agent and the Lenders may assume that no Event of Default has occurred.

            SECTION 2. Setoff. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Loans due and payable pursuant to the provisions of Section 6.01,
each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of any Borrower against any and all of the obligations of such Borrower
now or hereafter existing under this Agreement, whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. Each Lender agrees promptly to notify the Borrowers after any such
set-off and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of each Lender under this Section are in addition

<PAGE>

to other rights and remedies (including, without limitation, other rights of
set-off) which such Lender may have.

            SECTION 3. Approvals. Upon any occasion requiring or permitting an
approval of any amendment or modification or any consent, waiver, declaring an
Event of Default or taking any action thereafter, or any other action on the
part of the Agent or the Lenders under any of the Loan Documents, (1) action may
(but shall not be required to) be taken by the Agent for and on the behalf or
for the benefit of all Lenders, provided (A) that no other direction of the
Required Lenders shall have been previously received by the Agent, and (B) that
the Agent shall have received consent of the Required Lenders to enter into any
written amendment or modification of the provisions of any of the Loan
Documents, or to consent in writing to any material departure from the terms of
any Loan Documents by any Borrower or any other party thereto or (2) action
shall be taken by the Agent upon the direction of the Required Lenders, and any
such action shall be binding on all Lenders; provided further, however, that
unless all of the Lenders (other than the Designated Bidders) agree in writing
thereto, no amendment, modification, waiver, consent or other action with
respect to this Agreement or any of the Revolving Loans shall be effective which
(a) increases the Commitment or increases the Percentage Interest of any of the
Lenders, except as permitted under Section 2.22, (b) reduces any commission,
fee, the principal or interest owing to any Lender in respect of the Revolving
Loans hereunder or the method of calculation of any thereof, (c) extends the
Maturity Date or the date on which any sum in respect of the Revolving Loans is
due hereunder, (d) releases any collateral, guaranty, including the guarantee by
the Company pursuant to Article VIII, or other security, (e) amends the
provisions of this Section 7.03 or the definition of Required Lenders, (f)
waives any condition for Borrowing set forth in Article III or (h) changes any
of the provisions of this Section or the definition of "Required Lenders" or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder.

            SECTION 4. Exculpation. The Agent shall not be liable or answerable
for anything whatsoever in connection with any of the Loan Documents or other
instrument or agreement required hereunder or thereunder, including
responsibility in respect of the execution, delivery, construction or
enforcement of any of the Loan Documents or any such other instrument or
agreement, or for any action taken or not taken by the Agent in any case
involving exercise of any power or authority conferred upon the Agent under any
thereof, except for its wilful misconduct or gross negligence, and the Agent
shall have no duties or obligations other than as provided herein and therein.
The Agent shall be entitled to rely on any opinion of counsel (including counsel
for any Borrower, the Guarantor or any of their subsidiaries) in relation to any
of the Loan Documents or any other instrument or agreement required hereunder or
thereunder and upon writings, statements and communications received from any
Borrower, the Guarantor or any of their subsidiaries (including any
representation made in or in connection with any Loan Document), or from any
other party to any of the Loan Documents or any documents referred to therein or
any other Person, firm or corporation reasonably believed by it to be authentic,
and the Agent shall not be required to

<PAGE>

investigate the truth or accuracy of any writing or representation, nor shall
the Agent be liable for any action it has taken or omitted in good faith on such
reliance.

            SECTION 5. Indemnification. Each Lender (other than any Designated
Bidder) agrees to indemnify the Agent, except to the extent reimbursed by the
Borrowers or the Guarantor and except in the case of any suit by any Lender
against the Agent resulting in a final judgment against the Agent, ratably
according to the aggregate principal amount of the Revolving Loans then held by
it (or if no Revolving Loans are outstanding or if any such Revolving Loans are
held by Persons which are not Lenders, ratably according to the amount of its
Commitment) against all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (except to the extent the foregoing results from the Agent's
gross negligence or wilful misconduct) which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of (y) any of
the Loan Documents or any other instrument or agreement contemplated hereunder
or thereunder or (z) any action taken or omitted by the Agent under any of the
Loan Documents or such other instrument or agreement.

            SECTION 6. Agent as Lender. The Agent shall, in its individual
capacity, have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not an agent; the term "Lenders" shall
include the Agent in its individual capacity to the extent of its Percentage
Interest. The Agent and its subsidiaries and Affiliates may accept deposits
from, lend money to, and generally engage in any kind of banking, trust or other
business with the Borrowers, the Guarantor and their respective subsidiaries and
Affiliates, as if it were not the Agent.

            SECTION 7. Notice of Transfer; Resignation; Successor Agent. (a) The
Agent may deem and treat a Lender party to this Agreement as the owner of such
Lender's interest in any Loan and any other instrument or agreement contemplated
hereunder or thereunder for all purposes hereof unless and until a written
notice of the assignment or transfer thereof, executed by such Lender and
otherwise in compliance with the requirements of Section 7.09 hereof, shall have
been received and accepted by the Agent. The Agent shall resign if directed by
the Required Lenders for any reason. The Agent may not resign at any time,
except that, upon written notice to the Lenders and the Borrowers, the Agent may
resign if in its judgment there exist or may occur reasons related to conflict
of interest, a change in, or violation of, law or regulation or interpretation
thereof, or such other occurrence that may prevent or impede the Agent in
discharging its duties hereunder faithfully and effectively in accordance with
their terms.

            (b) Any successor Agent shall be appointed by the Required Lenders
and shall be a bank or trust company reasonably satisfactory to the Borrowers
(so long as no Event of Default shall have occurred and be continuing) and the
Required Lenders. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lender's
removal of the Agent, then such retiring Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be a commercial bank organized under the
laws of the United States of America or of any State thereof and

<PAGE>

having a combined capital and surplus of at least $75,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Agent's resignation or removal hereunder as Agent, the
provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

            SECTION 8. Credit Decision; Not Trustee. Each Lender represents that
it has made, and agrees that it shall continue to make, its own independent
investigation of the financial condition and affairs of the Company, the
Guarantor and their Subsidiaries, and its own appraisal of the creditworthiness
of the Company, the Guarantor and their Affiliates and Subsidiaries in
connection with the making and performance of this Agreement. The Agent has and
shall have no duty or responsibility whatsoever on the date hereof or, except as
otherwise expressly provided in this Agreement at any time hereafter, to provide
any Lender with any credit or other information. Nothing herein shall (nor shall
it be construed so as to) constitute the Agent a trustee for any Borrower, the
Guarantor or their subsidiaries or impose on it any duties or obligations other
than those for which express provision is made in this Agreement or under the
other Loan Documents.

            SECTION 9. Assignments, Designations and Participation. (a) Each
Lender (other than the Designated Bidders) may assign to one or more banks or
other entities all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment and
the Loans owing to it); provided, however, that (i) each such assignment shall
be of constant, and not a varying, percentage of all rights and obligations
under this Agreement (other than any right to make Competitive Loans or
Competitive Loans owing to it), (ii) unless the Borrowers and the Agent shall
otherwise agree with the assigning Lender, the amount of the Commitment of the
assigning Lender being assigned pursuant to each such assignment (determined as
of the date of the Assignment and Acceptance with respect to such assignment)
that is not to a then existing Lender hereunder, or to a Designated Bidder
designated by a then existing Bank hereunder shall in no event be less than Ten
Million Dollars ($10,000,000) (and in increments of One Million Dollars
($1,000,000) in excess thereof) or such lesser amount as shall constitute all of
such assigning Bank's Commitment and the outstanding principal of Loans payable
to it, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the
parties to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500; provided further, however, that
each such assignment that is not to a then existing Lender hereunder, or to a
Designated Bidder designated by a then existing Bank hereunder, (x) shall be
subject to the consent of the Borrowers and the Agent, which consent shall not
unreasonably be denied and which consent shall be deemed given unless a Borrower
gives the assigning Lender and the Agent written notice of and a reasonable
basis for its denial not later than five (5) Business Days following (i) telex,
telecopy or cable notice given to the Borrowers and the Agent by the assigning
Lender or the Agent of the name of the proposed transferee, the amount of
Commitment to be assigned and such

<PAGE>

information as the Borrowers and the Agent may reasonably request for purposes
of making an informed judgment, and, if the proposed transferee is organized
under the laws of a jurisdiction outside the United States, (ii) transmission to
the Borrowers and the Agent by telecopy of any documents required by Section
2.15(e) to be delivered by the proposed transferee on or before the effective
date of the assignment, each properly completed and executed by the proposed
transferee. Any consent to assignment untimely or unreasonably denied by a
Borrower shall be void and of no effect, and shall not preclude or bar any
assignment otherwise permitted by this Section 7.09(a). Any assignment or
purported assignment not in compliance with this Section shall be void and of no
effect. Without regard to any of the other terms of this Agreement or of any
other agreement, any Lender may (i) assign, as collateral or otherwise, any of
its rights under this Agreement to any Federal Reserve Bank of the United States
without notice to or consent of the Borrowers, the Agent or any other Person,
and (ii) with notice to the Agent and the Borrowers, assign all or part of its
rights under this Agreement and the other Loan Documents to any of its
affiliates. In case of any assignment pursuant to this Section 7.09(a), the
assignee shall not be entitled to receive the portion (if any) of any amount
otherwise payable under Section 2.13, 2.15 or 2.19 hereof which exceeds the
amount which would have been payable under Section 2.13, 2.15 or 2.19 (as the
case may be) to the assignor with respect to the rights and obligation so
assigned. In the case of a transfer of any Loan from the accounting records of
the office of a Lender where such Loan was originally recorded to the accounting
records of any other office of such Lender, or a change in the location of the
Lending Office from that designated as of the Closing Date, such Lender or the
Agent, as the case may be, shall not be entitled to receive the portion (if any)
of any amount otherwise payable under Section 2.13, 2.15 or 2.19 hereof which
exceeds the amount which would have been payable under Section 2.13, 2.15 or
2.19 (as the case may be) to such Lender or the Agent, as the case may be, if
such transfer or change had not been made. In the case of a change in location,
from the Closing Date, of the Lending Office, unless the Borrowers shall consent
to such change, the Borrowers shall not be required to remit to the Agent
pursuant to Section 2.13, 2.15 or 2.19 hereof any amount that exceeds the amount
which would have been payable under Section 2.13, 2.15 or 2.19 (as the case may
be) if such change in location had not occurred. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, and delivery of the tax forms and other documents
referred to in Section 2.15 hereof, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance and subject to the
foregoing, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be party hereto).

            (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty

<PAGE>

and assumes no responsibility with respect to any statements, warranties or
representations made in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; (ii)
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any of the Borrowers,
the Guarantor or their respective subsidiaries or the performance or observance
by any of the Borrowers, the Guarantor or their respective subsidiaries of any
of their obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements
referred to herein Sections 4.01(e) and 5.01(c), and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

            (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto and has attached thereto the forms
referred to in paragraph 3(vii) thereof, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register
(including the transfer of Loans to such Eligible Assignee by the assigning
Lender) and (iii) give prompt notice and an execution counterpart thereof to the
Borrowers.

            (d) In addition each Lender (other than the Designated Bidders) may
designate one or more banks or other entities to have a right to make
Competitive Loans as a Lender pursuant to Section 2.04; provided, however, that
(i) no such Lender shall be entitled to make more than two such designations
with respect to any particular Competitive Loan Borrowing, (ii) each such Lender
making one or more of such designations shall retain the right to make
Competitive Loans as a Lender pursuant to Section 2.04, (iii) each such
designation shall be to a Designated Bidder and (iv) the parties to each such
designation shall execute and deliver to the Agent, for its acceptance and
recording in the Register, a Designation Agreement. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Designation Agreement, the designee thereunder shall be a party hereto
with a right to make Competitive Loans as a Lender pursuant to Section 2.04 and
the obligations related thereto.

<PAGE>

            (e) By executing and delivering a Designation Agreement, the Lender
making the designation thereunder and its designee thereunder confirm and agree
with each other and the other parties hereto as follows: (i) such Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any of
the Borrowers, the Guarantor or their respective subsidiaries or the performance
or observance by any of the Borrowers, the Guarantor or their respective
subsidiaries of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such designee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01(e) and 5.01(c) and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into the Designation Agreement; (iv) such
designee will, independently and without reliance upon the Agent, such
designating Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
designee confirms that it is a Designated Bidder; (vi) such designee appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Agent by the
terms hereof, together with such powers as are reasonably incidental thereto;
and (vii) such designee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender, including delivery of any documents required
under Section 2.15(e).

            (f) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Agent shall, if such Designation Agreement has been completed and is
substantially in the form of Exhibit C hereto, (i) accept such Designation
Agreement, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrowers.

            (g) The Agent shall maintain at its address referred to in Section
9.02 of this Agreement a register for the recordation of the names and addresses
of the Lenders and, with respect to Lenders other than Designated Bidders, the
Commitment of, and principal amount of the Loans owing to, each Lender from time
to time and a copy of each Assignment and Acceptance and Designation Agreement
delivered to and accepted by it (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrowers, the Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by any Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior notice
and each shall be entitled to make copies thereof at its expense.

            (h) Each Lender and the Agent may grant participations to one or
more banks or other entities in or to all or any part of its rights and
obligations under this

<PAGE>

Agreement (including, without limitation, all or a portion of its Commitment and
the Loans owing to it); provided, however, that notwithstanding the grant of any
such participation by any Lender, such participation, and the right to grant
such a participation, shall be expressly subject to the following conditions and
limitations: (i) such Lender's obligations under this Agreement (including
without limitation, its Commitment to the Borrowers hereunder) shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) such Lender shall remain
the holder of any such Loans for all purposes of this Agreement, (iv) the
Borrowers, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, (v) such Lender shall continue to be able to
agree to any modification or amendment of this Agreement or any waiver hereunder
without the consent, approval or vote of any such participant or group of
participants, other than modifications, amendments, and waivers which (a)
postpone the Maturity Date or any date fixed for any payment of, or reduce any
payment of, principal of or interest on such Lender's Loans or any fees or other
amounts payable under this Agreement, or (b) increase the amount of such
Lender's Commitment, or (c) change the interest rate payable under this
Agreement, or (d) release all or substantially all of any collateral or
guaranty, provided that if a Lender agrees to any modification or waiver
relating to items (a) through (d), the Borrowers, the Agent and each other
Lender may conclusively assume that such Lender duly received any necessary
consent of each of its participants and (vi) except as contemplated by the
immediately preceding clause (v), no participant shall be deemed to be or to
have any of the rights or obligations of a "Lender" hereunder.

            (i) Any Lender may, in connection with any assignment, designation
or participation or proposed assignment, designation or participation pursuant
to this Section 7.09, disclose to the assignee, Designated Bidder or
participant, or proposed assignee, designated bidder or participant, any
information relating to any Borrower, the Guarantor or their subsidiaries
furnished to such Lender by or on behalf of such Borrower or the Guarantor,
provided that the Person receiving such information undertakes not to disclose
it to a third party except pursuant to, and subject to the conditions provided
in, this Section 7.09.

            SECTION 10. Syndication Agent and Co-Documentation Agents. Each of
the Syndication Agent and Co-Documentation Agents shall have no duties,
responsibilities, rights or liabilities as Syndication Agent or Co-Documentation
Agent under this Agreement or any of the other Loan Documents and, other than as
a Lender, shall not be liable or answerable for anything whatsoever in
connection with any of the Loan Documents or other instrument or agreement
required hereunder or thereunder, including responsibility in respect of the
execution, delivery, construction or enforcement of any of the Loan Documents or
any such other instrument or agreement, or for any action taken or not taken by
any Person with respect thereto. Each of the Syndication Agent and
Co-Documentation Agents has and shall have no duty or responsibility whatsoever
on the date hereof or at any time hereafter, to provide any Bank with any credit
or other information. Nothing herein shall (nor shall it be construed so as to)
constitute the Syndication Agent or any Co-Documentation Agent a trustee for any

<PAGE>

Borrower, the Guarantor or its subsidiaries or impose on it any duties or
obligations whatsoever under this Agreement, the other Loan Documents, or
otherwise.

                                    ARTICLE IX.

                                Company Guarantee

            In order to induce the Lenders to extend credit to the Borrowing
Subsidiaries hereunder, the Company hereby irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, the Obligations of
the Borrowing Subsidiaries. The Company further agrees that the due and punctual
payment of the Obligations of the Borrowing Subsidiaries may be extended or
renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its guarantee hereunder notwithstanding any such
extension or renewal of any Obligation.

            The Company waives presentment to, demand of payment from and
protest to any Borrowing Subsidiary of any of the Obligations, and also waives
notice of acceptance of its obligations and notice of protest for nonpayment.
The obligations of the Company hereunder shall not be affected by (a) the
failure of any Lender to assert any claim or demand or to enforce any right or
remedy against any Borrowing Subsidiary under the provisions of this Agreement,
any Borrowing Subsidiary Agreement, any other Loan Document or otherwise; (b)
any extension or renewal of any of the Obligations; (c) any rescission, waiver,
amendment or modification of, or release from, any of the terms or provisions of
this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document or
agreement; (d) the failure or delay of any Lender to exercise any right or
remedy against any other guarantor of the Obligations; (e) the failure of any
Lender to assert any claim or demand or to enforce any remedy under any Loan
Document or any other agreement or instrument; (f) any default, failure or
delay, wilful or otherwise, in the performance of the Obligations; or (g) any
other act, omission or delay to do any other act which may or might in any
manner or to any extent vary the risk of the Company or otherwise operate as a
discharge of the Company as a matter of law or equity or which would impair or
eliminate any right of the Company to subrogation.

            The Company further agrees that its guarantee hereunder constitutes
a promise of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations
or operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by any Lender to any balance of any
deposit account or credit on the books of any Lender in favor of any Borrower or
subsidiary or any other Person.

            The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of the
Obligations, any impossibility in the performance of the Obligations or
otherwise.

<PAGE>

            The Company further agrees that its obligations hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by any Lender upon the bankruptcy or reorganization of any Borrower
or otherwise.

            In furtherance of the foregoing and not in limitation of any other
right which any Lender may have at law or in equity against the Company by
virtue hereof, upon the failure of any Borrowing Subsidiary to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Company hereby
promises to and will, upon receipt of written demand by the Agent, forthwith
pay, or cause to be paid, to the Agent for distribution to the Lenders in cash
an amount equal the unpaid principal amount of such Obligation. The Company
further agrees that if payment in respect of any Obligation shall be due in a
currency other than Dollars and/or at a place of payment other than New York and
if, by reason of any legal prohibition, disruption of currency or foreign
exchange markets, war or civil disturbance or other event, payment of such
Obligation in such currency or at such place of payment shall be impossible or,
in the reasonable judgment of any Lender, not consistent with the protection of
its rights or interests, then, at the election of such Lender, the Company shall
make payment of such Obligation in Dollars (based upon the applicable Spot
Exchange Rate in effect on the date of payment) and/or in New York, and shall
indemnify such Lender against any losses or expenses (including losses or
expenses resulting from fluctuations in exchange rates) that it shall sustain as
a result of such alternative payment.

            Upon payment in full by the Company of any Obligation of any
Borrowing Subsidiary, each Lender shall, in a reasonable manner, assign to the
Company the amount of such Obligation owed to such Lender and so paid, such
assignment to be pro tanto to the extent to which the Obligation in question was
discharged by the Company, or make such disposition thereof as the Company shall
direct (all without recourse to any Lender and without any representation or
warranty by any Lender). Upon payment by the Company of any sums as provided
above, all rights of the Company against any Borrowing Subsidiary arising as a
result thereof by way of right of subrogation or otherwise shall in all respects
be subordinated and junior in right of payment to the prior indefeasible payment
in full of all the Obligations owed by such Borrowing Subsidiary to the Lenders
(it being understood that, after the discharge of all the Obligations due and
payable from such Borrowing Subsidiary, such rights may be exercised by the
Company notwithstanding that such Borrowing Subsidiary may remain contingently
liable for indemnity or other Obligations).

                                    ARTICLE X.

                                  Miscellaneous

            SECTION 1. Amendments. No amendment, supplement or modification to
this Agreement shall be enforceable against any Borrower or the Guarantor unless
the same shall be in writing and signed by such Borrower or the Guarantor. No
amendment or waiver of any provision of this Agreement, the Guarantee Agreement
or any

<PAGE>

instrument delivered hereunder, nor consent to any departure by any Borrower or
the Guarantor therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Agent and, to the extent required by Section
7.03 hereof, the Required Lenders or each Lender, as the case may be, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

            SECTION 2. Notices. All notices, demands and other communications
provided for hereunder shall be in writing (including telegraphic communication)
(except as otherwise expressly herein provided respecting telephone notice) and
mailed, telexed, telecopied or telegraphed or delivered, if to any Borrower or
the Guarantor at its address set forth below its signature herein written; and
if to a Lender other than the Agent, at its address set forth below its
signature herein written; or, as to each party, at such other address as shall
be designated by such party in a notice to the other parties hereto. All such
notices and communications shall, when mailed, telexed, telecopied, telephoned
or telegraphed, be effective upon the earliest of (i) actual receipt, (ii) seven
days from the date when deposited in the mails, or (iii) when (on a Business Day
and during normal business hours at the addressee's address) transmitted by
telecopy or telex or delivered to the telegraph company, respectively, except
that notices and communications to the Agent or any Lender pursuant to Article
II hereof shall not be effective until received by the Agent or such Lender.

            SECTION 3. No Waiver; Remedies. Regardless of any fact known or
investigation undertaken by the Agent or any Lender, no failure on the part of
the Agent or any Lender to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

            SECTION 4. Costs, Expenses, Fees and Indemnities. (a) Each Borrower
agrees to pay on demand (i) in connection with the preparation, execution, and
delivery of this Agreement and the instruments and other documents to be
delivered hereunder, (y) the reasonable fees and out-of-pocket expenses of
Cravath, Swaine & Moore LLP, as special counsel for the Agent (and any local
counsel retained by such firm) with respect to the closing of the Transaction
and the Restatement Transactions and (z) all other reasonable costs and expenses
of the Lenders and the Agent (other than any other legal fees and related
expenses incurred by them) and (ii) after the Closing Date, all reasonable costs
and expenses in connection with the administration of this Agreement and the
other instruments and documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of any counsel for
the Agent or the Lenders in connection with advice given the Agent or the
Lenders, from time to time, as to their rights and responsibilities under this
Agreement and such instruments and documents. The Borrowers shall not be liable
to any Lender in respect of any costs or expenses incurred in connection with
any assignment or grant of participation under Section 7.09 hereof. Each
Borrower further agrees to pay on demand all losses, costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses), in
connection with the enforcement of this Agreement and the instruments and other
documents delivered hereunder, including, without limitation, losses, costs and
expenses sustained as

<PAGE>

a result of a Default by any Borrower in the performance of its obligations
contained in this Agreement or any instrument or document delivered hereunder.

            (b) Each Borrower agrees to indemnify and hold harmless each of the
Lenders and the Agent, and its and their respective Affiliates, directors,
officers, employees, agents, representatives, counsel and advisors (each an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
disbursements of counsel and the costs of investigation and defense thereof)
which may be incurred by or asserted or awarded against any Indemnified Party,
in each case based upon, arising out of or in connection with or by reason of,
the Transaction or the Restatement Transactions, including, without limitation,
any act or failure to act by the Agent where such act or failure to act was
taken pursuant to any Borrower's request or any transaction contemplated by this
Agreement or any Loan Document, whether or not any Loan hereunder is made,
except to the extent that such claim, damage, loss, liability or expense results
from the gross negligence or willful misconduct of such Indemnified Party. The
indemnities of this Agreement shall survive the termination of this Agreement
and the other Loan Documents.

            SECTION 5. Judgment. (a) If, for the purpose of obtaining judgment
in any court, it is necessary to convert a sum owing hereunder in one currency
into another currency, each party hereto agrees, to the fullest extent that it
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the first
currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.

            (b) The obligations of each Borrower in respect of any sum due to
any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 9.05 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

            SECTION 6. Consent to Jurisdiction; Waiver of Immunities. (a) Each
of the Borrowers and the Guarantor hereby irrevocably submits to the
jurisdiction of any New York State court sitting in New York County and to the
jurisdiction of the United States District Court for the Southern District of
New York in any action or proceeding arising out of or relating to this
Agreement, and each of the Borrowers and the Guarantor hereby irrevocably agrees
that all claims in respect of such action or proceeding may be

<PAGE>

heard and determined in such New York State or Federal court. Each of the
Borrowers and the Guarantor hereby irrevocably waives, to the fullest extent it
may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding. Each of the Borrowers and the Guarantor hereby
irrevocably appoints C T Corporation System (the "Process Agent"), with an
office on the date hereof at 111 Eighth Avenue, New York, New York 10011, United
States, as its agent to receive on behalf of itself and its property service of
copies of the summons and complaint and any other process which may be served in
any such action or proceeding. Such service may be made by mailing or delivering
a copy of such process to any Borrower or the Guarantor in care of the Process
Agent (or any successor thereto, as the case may be) at such Process Agent's
above address (or the address of any successor thereto, as the case may be), and
each of the Borrowers and the Guarantor hereby irrevocably authorizes and
directs the Process Agent (and any successor thereto) to accept such service on
its behalf. Each of the Borrowers and the Guarantor shall appoint a successor
agent for service of process should the agency of C T Corporation System
terminate for any reason, and further shall at all times maintain an agent for
service of process in New York, New York, so long as there shall be outstanding
any Obligations under the Loan Documents. Each of the Borrowers and the
Guarantor shall give notice to the Agent of any appointment of successor agents
for service of process, and shall obtain from each successor agent a letter of
acceptance of appointment and promptly deliver the same to the Agent. As an
alternative method of service, each of the Borrowers and the Guarantor also
irrevocably consents to the service of any and all process in any such action or
proceeding by the mailing of copies of such process to it at its address
specified in Section 9.02 hereof. Without waiver of its rights of appeal
permitted by relevant law, each of the Borrowers and the Guarantor agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

            (b) Nothing in this Section 9.06 shall affect the right of the Agent
or any Lender to serve legal process in any other manner permitted by law, or
affect the right of the Agent or any Lender to bring any action or proceeding
against any Borrower or the Guarantor or its properties in the courts of any
other jurisdiction.

            (c) To the extent that any Borrower or the Guarantor has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, it hereby irrevocably waives such immunity in respect of its
obligations under this Agreement.

            SECTION 7. Binding Effect; Merger; Severability; GOVERNING LAW. (a)
This Agreement shall become effective when it shall have been executed by the
Borrowers and the Agent and when the Agent shall have been notified by each Bank
that such Bank has executed it and thereafter this Agreement shall be binding
upon, and shall inure to the benefit of each Borrower, the Agent and each
Lender, and their respective successors and assigns, except that no Borrower
shall have the right to assign its rights hereunder or any interest herein. Each
Lender may, to the extent permitted under this Agreement, assign to any other
financial institution all or any part of, or any interest in,

<PAGE>

the Lender's rights and benefits hereunder and under any instrument delivered
hereunder, and to the extent of such assignment such assignee shall have the
same rights and benefits against each Borrower and the Guarantor as it would
have had if it were the Lender hereunder.

            (b) The Loan Documents, together with all attachments and exhibits
to each of them and all other documents referenced herein and therein, and
delivered hereunder and thereunder and pursuant hereto and thereto, constitute
the entire agreement among the parties with respect to the subject matter hereof
and thereof, and supersede all prior and contemporaneous written and oral
understandings and agreements related thereto among the parties.

            (c) If any word, phrase, sentence, paragraph, provision or section
of the Loan Documents shall be held, declared, pronounced or rendered invalid,
void, unenforceable or inoperative for any reason by any court of competent
jurisdiction, governmental authority, statute, or otherwise, such holding,
declaration, pronouncement or rendering shall not adversely affect any other
word, phrase, sentence, paragraph, provision or section of the Loan Documents,
which shall otherwise remain in full force and effect and be enforced in
accordance with their respective terms.

            (d) This Agreement has been delivered in New York, New York. THIS
AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE (WITHOUT REFERENCE TO CONFLICTS OF LAWS
PRINCIPLES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW)).

            SECTION 8. Counterparts. This Agreement may be executed in as many
counterparts as may be deemed necessary or convenient and by each party hereto
on separate counterparts, each of which, when so executed, shall be deemed as
original, but all such counterparts shall constitute but one and the same
agreement.

            SECTION 9. Existing Credit Agreement; Effectiveness of Amendment and
Restatement. Until this Agreement becomes effective in accordance with the terms
of the Amendment and Restatement Agreement, the Existing Credit Agreement shall
remain in full force and effect and shall not be affected hereby. After the
Restatement Effective Date, all obligations of the Borrowers under the Existing
Credit Agreement shall become obligations of the Borrowers hereunder, and the
provisions of the Existing Credit Agreement shall be superseded by the
provisions hereof.

            SECTION 10. WAIVER OF JURY TRIAL. BY ITS SIGNATURE BELOW WRITTEN
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE LOAN DOCUMENTS HEREIN DESCRIBED OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

<PAGE>

           [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

JPMORGAN CHASE BANK,                    CARNIVAL CORPORATION
as Agent

By: /s/                                  By: /s/
   ---------------------------------        ------------------------------------
   Title:                                   Title:
   Address: 270 Park Avenue                 Address: 3655 N.W. 87th Avenue
            New York, NY 10017                       Miami, FL 33178-2428

   Telephone: (212) 270-0606                Telephone: (305) 599-2600
   Telecopy:  (212) 270-5100                Telecopy:  (305) 406-4700


BANK OF AMERICA, N.A.,                   CARNIVAL PLC

By: /s/                                  By: /s/
   ---------------------------------        ------------------------------------
   Title:                                   Title:
   Address: 555 S. Flower Street            Address: Carnival House
            Los Angeles, CA 90071                    5 Gainsford Street
                                                     London SE1 2NE
   Telephone: (213) 228-2639                         United Kingdom
   Telecopy:  (213) 228-3145                Telephone:
                                            Telecopy:

     Percentage
      Interest         Commitment        JPMORGAN CHASE BANK
     ----------        ----------

       15.2%         $212,500,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 270 Park Avenue, 48th Floor
                                                     New York, NY 10017

                                            Telephone: (212) 270-0606
                                            Telecopy:  (212) 270-5100

<PAGE>

     Percentage
      Interest        Commitment         BANK OF AMERICA, N.A.
     ----------       ----------

       15.2%         $212,500,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 555 S. Flower Street
                                                     Los Angeles, CA 90071

                                            Telephone: (213) 228-2639
                                            Telecopy:  (213) 228-3145

<PAGE>

     Percentage
      Interest        Commitment         BNP PARIBAS
     ----------       ----------

       10.0%         $140,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 1200 Smith, Suite 3100
                                                     Houston, TX 77002

                                            Telephone: (713) 982-1105
                                            Telecopy:  (713) 659-5228

<PAGE>

     Percentage
      Interest       Commitment       CITIBANK, N.A.
     ----------      ----------

       10.0%        $140,000,000

                                      By: /s/
                                         ---------------------------------------
                                         Title:
                                         Address: 388 Greenwich Street, 23rd Fl.
                                                  New York, NY 10013

                                         Telephone: (212) 816-5430
                                         Telecopy:  (212) 516-5429

<PAGE>

     Percentage
      Interest        Commitment      UNICREDITO ITALIANO - New York Branch
     ----------       ----------

       10.0%         $140,000,000

                                      By: /s/
                                         ---------------------------------------
                                         Title:


                                      By: /s/
                                         ---------------------------------------
                                         Title:
                                         Address: 375 Park Avenue
                                                  New York, NY 10152

                                         Telephone: (212) 546-9611
                                         Telecopy:  (212) 546-9665

<PAGE>

     Percentage
      Interest        Commitment         KREDITANSTAL FUER WEIDERAUFBAU
     -----------      ----------

        7.1%         $100,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:


                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: Palmengartenstr Str. 5-9
                                                     60325 Frankfurt am Main
                                                     Germany

                                            Telephone: 49-69-7431 0
                                            Telecopy:  49-69-7431 3768

<PAGE>

       Percentage
        Interest       Commitment        SUN TRUST BANKS, INC.
       ----------      ----------

          7.1%       $100,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 501 E. Las Olas Blvd.
                                                     Ft. Lauderdale, FL 33301

                                            Telephone: (954) 765-7331
                                            Telecopy:  (954) 765-7363

<PAGE>

       Percentage
        Interest       Commitment             BANCA DI ROMA - New York Branch
       ----------      ----------

          3.6%        $50,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:


                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 34 East 51st Street
                                                     New York, NY 10022

                                            Telephone: (212) 407-1791
                                            Telecopy:  (212) 407-1740

<PAGE>

       Percentage                        BANCA NAZIONALE DEL LAVORO, S.P.A. -
        Interest       Commitment        New York Branch
       ----------      ----------

           3.6%       $50,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:


                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 25 West 51st Street
                                                     New York, NY 10019

                                            Telephone: (212) 314-0263
                                            Telecopy:  (212) 765-2978

<PAGE>

       Percentage
        Interest       Commitment        CREDIT SUISSE FIRST BOSTON
       ----------      ----------

          3.6%        $50,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:


                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 11 Madison Avenue
                                                     New York, NY 10010

                                            Telephone: (212) 325-9038
                                            Telecopy:  (212) 325-8319

<PAGE>

       Percentage
        Interest       Commitment        FIRSTAR BANK, N.A.
       ----------      ----------

          3.6%        $50,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: Firstar Tower
                                                     425 Walnut Street
                                                     8th Floor
                                                     Cincinnati, OH 45202

                                            Telephone: (513) 632-3002
                                            Telecopy:  (513) 632-2068

<PAGE>

       Percentage                        WESTDEUTSCHE LANDESBANK GIROZENTRALE -
        Interest       Commitment        New York Branch
       ----------      ----------

          3.6%        $50,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:


                                         By: /s/
                                            ------------------------------------
                                            Title: Associate Director
                                            Address: 1211 Avenue of the Americas
                                                     New York, NY 10036

                                            Telephone: (212) 852-6152
                                            Telecopy:  (212) 302-7946

<PAGE>

       Percentage
        Interest       Commitment        INTESABCI - New York Branch
       -----------     ----------

          2.1%        $30,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:


                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: One William Street
                                                     New York, NY 10004

                                            Telephone: (212) 607-3896
                                            Telecopy:  (212) 809-2124

<PAGE>

       Percentage
        Interest       Commitment        THE DAI-ICHI KANGYO BANK, LTD
       ----------      ----------

          1.8%        $25,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: One World Trade Center,
                                                     Suite 4911
                                                     New York, NY 10048

                                            Telephone: (212) 432-6667
                                            Telecopy:  (212) 524-0049

<PAGE>

       Percentage
        Interest       Commitment        THE NORTHERN TRUST COMPANY
       ----------      ----------

          1.8%        $25,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 50 S. LaSalle
                                                     Chicago, IL 60675

                                            Telephone: (312) 630-6203
                                            Telecopy:  (312) 630-6062

<PAGE>

       Percentage
        Interest       Commitment        SAN PAOLO IMI SPA
        --------       ----------

          1.8%        $25,000,000

                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 245 Park Avenue
                                                     New York, NY 10167


                                         By: /s/
                                            ------------------------------------
                                            Title:
                                            Address: 245 Park Avenue
                                                     New York, NY 10167

                                            Telephone: (212) 692-3016/3165
                                            Telecopy:  (212) 692-3178