<PAGE>

                                                                    Exhibit 10.6

                                                                  Execution Copy

                $4,000,000,000 364-Day Revolving Credit Agreement

                                   dated as of

                                October 15, 2004

                                      among

                    INTERNATIONAL LEASE FINANCE CORPORATION,

                          THE BANKS (as defined herein)

                                       and

                               CITICORP USA, INC.,
                             as Administrative Agent

                             BANK OF AMERICA, N.A.,
                           CREDIT SUISSE FIRST BOSTON,
                              JPMORGAN CHASE BANK,
                                       and
                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND,
                            as Co-Syndication Agents

                         CITIGROUP GLOBAL MARKETS INC.,
                     as Sole Lead Arranger and Book Manager

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                   <C>
SECTION 1.  CERTAIN DEFINITIONS ...................................................................................     1
       Section 1.1.  Terms Generally ..............................................................................     1
       Section 1.2.  Specific Terms ...............................................................................     1

SECTION 2.  BID LOANS AND BID NOTES................................................................................    11
       Section 2.1.  Making of Bid Loans ..........................................................................    11
       Section 2.2.  Procedure for Bid Loans.......................................................................    11
       Section 2.3.  Funding of Bid Loans .........................................................................    14

SECTION 3.  COMMITTED LOANS AND NOTES..............................................................................    14
       Section 3.1.  Agreement to Make Committed Loans.............................................................    14
       Section 3.2.  Procedure for Committed Loans.................................................................    14
       Section 3.3.  Maturity of Committed Loans...................................................................    15

SECTION 4.  INTEREST AND FEES .....................................................................................    16
       Section 4.1.  Interest Rates ...............................................................................    16
       Section 4.2.  Interest Payment Dates........................................................................    16
       Section 4.3.  Setting and Notice of Committed Loan Rates....................................................    16
       Section 4.4.  Facility Fee .................................................................................    17
       Section 4.5.  Utilization Fee ..............................................................................    17
       Section 4.6.  Agent's Fees .................................................................................    17
       Section 4.7.  Computation of Interest and Fees..............................................................    18

SECTION 5.  REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT; PREPAYMENTS....................................    18
       Section 5.1.  Voluntary Termination or Reduction of the Commitments.........................................    18
       Section 5.2.  Voluntary Prepayments ........................................................................    18
       Section 5.3.  Term-Out Option ..............................................................................    18

SECTION 6.  MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES.......................................................    19
       Section 6.1.  Making of Payments ...........................................................................    19
       Section 6.2.  Pro Rata Treatment; Sharing...................................................................    19
       Section 6.3.  Set-off ......................................................................................    20
       Section 6.4.  Taxes, etc. ..................................................................................    20

SECTION 7.  INCREASED COSTS AND SPECIAL PROVISIONS FOR ABSOLUTE RATE LOANS AND LIBOR RATE LOANS....................    23
       Section 7.1.  Increased Costs ..............................................................................    23
       Section 7.2.  Basis for Determining Interest Rate Inadequate or Unfair......................................    25
       Section 7.3.  Changes in Law Rendering Certain Loans Unlawful...............................................    25
       Section 7.4.  Funding Losses ...............................................................................    26
       Section 7.5.  Discretion of Banks as to Manner of Funding...................................................    26
       Section 7.6.  Conclusiveness of Statements; Survival of Provisions..........................................    26
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
SECTION 8.  REPRESENTATIONS AND WARRANTIES.........................................................................    26
       Section 8.1.  Organization, etc.............................................................................    26
       Section 8.2.  Authorization; Consents; No Conflict..........................................................    27
       Section 8.3.  Validity and Binding Nature...................................................................    27
       Section 8.4.  Financial Statements .........................................................................    27
       Section 8.5.  Litigation and Contingent Liabilities.........................................................    27
       Section 8.6.  Employee Benefit Plans........................................................................    28
       Section 8.7.  Investment Company Act........................................................................    28
       Section 8.8.  Public Utility Holding Company Act............................................................    28
       Section 8.9.  Regulation U .................................................................................    28
       Section 8.10. Information ..................................................................................    28
       Section 8.11. Compliance with Applicable Laws, etc..........................................................    29
       Section 8.12. Insurance ....................................................................................    29
       Section 8.13. Taxes ........................................................................................    29
       Section 8.14. Use of Proceeds ..............................................................................    29
       Section 8.15. Pari Passu ...................................................................................    29

SECTION 9.  COVENANTS .............................................................................................    29
       Section 9.1.  Reports, Certificates and Other Information...................................................    29
       Section 9.2.  Existence ....................................................................................    31
       Section 9.3.  Nature of Business ...........................................................................    31
       Section 9.4.  Books, Records and Access.....................................................................    31
       Section 9.5.  Insurance ....................................................................................    32
       Section 9.6.  Repair .......................................................................................    32
       Section 9.7.  Taxes ........................................................................................    32
       Section 9.8.  Compliance ...................................................................................    32
       Section 9.9.  Sale of Assets ...............................................................................    32
       Section 9.10. Consolidated Indebtedness to Consolidated Tangible Net Worth Ratio............................    32
       Section 9.11. Fixed Charge Coverage Ratio...................................................................    32
       Section 9.12. Consolidated Tangible Net Worth...............................................................    32
       Section 9.13. Restricted Payments ..........................................................................    33
       Section 9.14. Liens ........................................................................................    33
       Section 9.15. Use of Proceeds ..............................................................................    35

SECTION 10. CONDITIONS TO LENDING. ................................................................................    35
       Section 10.1. Conditions Precedent to All Loans.............................................................    35
       Section 10.2. Conditions to the Availability of the Commitments.............................................    36

SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT.....................................................................    37
       Section 11.1. Events of Default ............................................................................    37
       Section 11.2. Effect of Event of Default....................................................................    39

SECTION 12. THE AGENT .............................................................................................    39
       Section 12.1. Authorization ................................................................................    39
       Section 12.2. Indemnification ..............................................................................    39
       Section 12.3. Action on Instructions of the Required Banks..................................................    40
       Section 12.4. Payments .....................................................................................    40
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
       Section 12.5.  Exculpation .................................................................................    41
       Section 12.6.  Credit Investigation ........................................................................    41
       Section 12.7.  CUSA and Affiliates .........................................................................    42
       Section 12.8.  Resignation .................................................................................    42
       Section 12.9.  The Register; the Notes......................................................................    42

SECTION 13.  GENERAL  .............................................................................................    43
       Section 13.1.  Waiver; Amendments ..........................................................................    43
       Section 13.2.  Notices .....................................................................................    44
       Section 13.3.  Computations ................................................................................    45
       Section 13.4.  Assignments; Participations..................................................................    46
       Section 13.5.  Costs, Expenses and Taxes....................................................................    49
       Section 13.6.  Indemnification .............................................................................    49
       Section 13.7.  Regulation U ................................................................................    50
       Section 13.8.  Extension of Termination Dates; Removal of Banks; Substitution of Banks......................    50
       Section 13.9.  Captions ....................................................................................    52
       Section 13.10. Governing Law; Severability..................................................................    52
       Section 13.11. Counterparts; Effectiveness..................................................................    52
       Section 13.12. Further Assurances ..........................................................................    52
       Section 13.13. Successors and Assigns.......................................................................    53
       Section 13.14. Waiver of Jury Trial.........................................................................    53
       Section 13.15. No Fiduciary Relationship....................................................................    53
       Section 13.16. USA PATRIOT Act .............................................................................    53
</TABLE>

                                       iii
<PAGE>

                             SCHEDULES AND EXHIBITS

<TABLE>
<S>               <C>
Schedule I        Schedule of Banks (Sections 1.2, 3.1 and 13.8)
Schedule II       Fees and Margins (Sections 1.2, 4.4, 4.5 and 4.6)
Schedule III      Address for Notices (Section 13.2)
Exhibit A         Form of Notice of Competitive Bid Borrowing (Sections 1.2 and 2.2)
Exhibit B         Form of Bid (Sections 1.2 and 2.2)
Exhibit C         Form of Committed Loan Request (Sections 1.2 and 3.2)
Exhibit D         Form of Bid Note (Sections 1.2 and 2.4)
Exhibit E         Form of Committed Note (Sections 1.2 and 3.4)
Exhibit F         Fixed Charge Coverage Ratio 12/31/03 (Sections 1.2 and 9.11)
Exhibit G         Form of Opinion of Counsel for the Company (Section 10.2.5)
Exhibit H         Form of Opinion of the General Counsel of the Company (Section 10.2.5)
Exhibit I         Form of Assignment and Assumption Agreement (Section 13.4.1)
Exhibit J         Form of Request for Extension of Termination Date (Section 13.8)
</TABLE>

                                       iv
<PAGE>

                       364-DAY REVOLVING CREDIT AGREEMENT

            364-DAY REVOLVING CREDIT AGREEMENT (this "Agreement"), dated as of
October 15, 2004, among INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (herein called the "Company"), the financial institutions listed on
the signature pages hereof (herein, together with their respective successors
and assigns, collectively called the "Banks" and individually each called a
"Bank") and CITICORP USA, INC. (herein, in its individual corporate capacity,
together with its successors and assigns, called "CUSA"), as administrative
agent for the Banks (herein, in such capacity, together with its successors and
assigns in such capacity, called the "Agent").

                                   WITNESSETH:

            WHEREAS, the Company has requested the Banks to lend up to
$4,000,000,000 to the Company on a 364-day revolving basis for general corporate
purposes;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:

            SECTION 1. CERTAIN DEFINITIONS.

            Section 1.1. Terms Generally. The definitions ascribed to terms in
this Section 1 and elsewhere in this Agreement shall apply equally to both 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 words "hereby", "herein",
"hereof", "hereunder" and words of similar import refer to this Agreement as a
whole (including any exhibits and schedules hereto) and not merely to the
specific section, paragraph or clause in which such word appears. All references
herein to Sections, Exhibits and Schedules shall be deemed references to
Sections of and Exhibits and Schedules to this Agreement unless the context
shall otherwise require.

            Section 1.2. Specific Terms. When used herein, the following terms
shall have the following meanings:

            "Absolute Rate" means a rate of interest per annum, expressed as a
percentage to four decimal places and set forth in a Bid for a particular Bid
Loan amount and a particular Loan Period.

            "Absolute Rate Loan" means any Loan which bears interest at an
Absolute Rate.

            "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such Person. A Person shall be deemed to control another
Person if such first Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such other
Person, whether through ownership of stock, by contract or otherwise.

                                Credit Agreement

<PAGE>

                                      -2-

            "Agent" - see Preamble.

            "Aggregate Commitment" means $4,000,000,000, as reduced by any
reduction in the Commitments made from time to time pursuant to Section 5.1 or
Section 13.8.

            "Agreement" - see Preamble.

            "AIG" means American International Group, Inc., a Delaware
corporation.

            "Assignee" - see Section 13.4.1.

            "Authorized Officer" of the Company means any of the Chairman of the
Board, the President, the Vice Chair and Chief Financial Officer, the Treasurer,
the Controller and the Assistant Controller of the Company.

            "Available Commitment" - see Section 2.2(a).

            "Bank" - see Preamble.

            "Bank Parties" - see Section 13.6.

            "Base LIBOR" means, with respect to any Loan Period for a LIBOR Rate
Loan, (a) the rate per annum for Dollar deposits approximately equal to the
principal amount of the LIBOR Rate Loans for which LIBOR is being determined and
with maturities comparable to the Loan Period for which such rate would apply,
which appears on the Telerate Page 3750 (the "Telerate Page") at approximately
11:00 A.M., London time, on the day that is two Business Days prior to the first
day of such Loan Period and (b) if no such rate so appears on the Telerate Page
3750, the rate per annum determined by the Agent to be the arithmetic mean
(rounded to the nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%, to
the next higher 1/100 of 1%) of the respective rates of interest communicated by
the Reference Banks to the Agent as the rate at which Dollar deposits are
offered to the Reference Banks by leading banks in the London interbank deposit
market at approximately 11:00 a.m., London time, on the second full Business Day
preceding the first day of such Loan Period in an amount substantially equal to
the amount of such LIBOR Rate Loan for such Reference Banks and for a period
equal to such Loan Period.

            "Base Rate" means a fluctuating interest rate per annum, as shall be
in effect from time to time, which rate per annum shall on any day be equal to
the higher of, (a) the rate of interest announced publicly by Citibank, N.A. in
New York, New York, from time to time, as Citibank, N.A.'s base rate; and (b)
the Federal Funds Rate for such day plus 1/2 of 1% per annum.

            "Base Rate Loan" means any Loan which bears interest at the Base
Rate.

            "Bid" means one or more offers by a Bank to make one or more Bid
Loans, submitted to the Agent by telephone no later than the Submission Deadline
and promptly confirmed in writing on the same day on a duly completed and
executed form substantially

                                Credit Agreement

<PAGE>

                                      -3-

similar to Exhibit B, personally delivered or transmitted by facsimile to the
Agent.

            "Bid Borrowing" - see Section 2.2(a).

            "Bid Loan" means a Loan in Dollars that is an Absolute Rate Loan or
a LIBOR Rate Loan made pursuant to Section 2.

            "Bid Note" means a promissory note of the Company, substantially in
the form of Exhibit D, duly completed, evidencing Bid Loans made to the Company,
as such note may be amended, modified or supplemented or supplanted pursuant to
Section 13.4.1 from time to time.

            "Business Day" means any day of the year on which banks are open for
commercial banking business in the City of New York and Los Angeles and, if the
applicable Business Day relates to the determination of LIBOR for any LIBOR Rate
Loan, any such Business Day on which dealings in deposits in Dollars are
transacted in the London interbank market.

            "Capitalized Lease" means any lease under which any obligations of
the lessee are, or are required to be, capitalized on a balance sheet of the
lessee in accordance with generally accepted accounting principles in the United
States of America.

            "Capitalized Rentals" means, as of the date of any determination,
the amount at which the obligations of the lessee, due and to become due under
all Capitalized Leases under which the Company or any Subsidiary is a lessee,
are reflected as a liability on a consolidated balance sheet of the Company and
its Subsidiaries.

            "Closing Date" - see Section 10.2.

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

            "Commitments" means the Banks' commitments to make Committed Loans
hereunder; and "Commitment" as to any Bank means the amount set forth opposite
such Bank's name on Schedule I (as reduced in accordance with Section 5.1, or as
periodically revised in accordance with Section 13.4 or Section 13.8).

            "Committed Loan" means a Loan in Dollars that is a Base Rate Loan or
LIBOR Rate Loan made pursuant to Section 3 or, if the Term-Out Option is in
effect, Section 5.3.

            "Committed Loan Request" - see Section 3.2(a).

            "Committed Note" means a promissory note of the Company,
substantially in the form of Exhibit E, duly completed, evidencing Committed
Loans to the Company, as such note may be amended, modified or supplemented or
supplanted pursuant to Section 13.4.1 from time to time.

            "Company" - see Preamble.

                                Credit Agreement

<PAGE>

                                      -4-

            "Consolidated Indebtedness" means, as of the date of any
determination, the total amount of Indebtedness less the amount of current and
deferred income taxes and rentals received in advance of the Company and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles in the United States of America, and excluding
adjustments in relation to Indebtedness denominated in any currency other than
Dollars and any related derivative liability, in each case to the extent arising
from currency fluctuations (such exclusions to apply only to the extent the
resulting liability is hedged by the Company or such Subsidiary).

            "Consolidated Tangible Net Assets" means, as of the date of any
determination, the total amount of assets (less depreciation and valuation
reserves and other reserves and items deductible from the gross book value of
specific asset amounts under generally accepted accounting principles) which
under generally accepted accounting principles would be included on a balance
sheet of the Company and its Subsidiaries, after deducting therefrom (i) all
liability items except Indebtedness (whether incurred, assumed or guaranteed)
for borrowed money maturing by its terms more than one year from the date of
creation thereof or which is extendible or renewable at the sole option of the
obligor in such manner that it may become payable more than one year from the
date of creation thereof, shareholder's equity and reserves for deferred income
taxes and (ii) all good will, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, which in each case would be so
included on such balance sheet.

            "Consolidated Tangible Net Worth" means, as of the date of any
determination, the total of shareholders' equity (including capital stock,
additional paid-in capital and retained earnings after deducting treasury
stock), less the sum of the total amount of goodwill, organization expenses,
unamortized debt issue costs (determined on an after-tax basis), deferred assets
other than prepaid insurance and prepaid taxes, the excess of cost of shares
acquired over book value of related assets, surplus resulting from any
revaluation write-up of assets subsequent to December 31, 2002 and such other
assets as are properly classified as intangible assets, all determined in
accordance with generally accepted accounting principles in the United States of
America consolidating the Company and its Subsidiaries.

            "Covered Taxes" means all Taxes, including all liabilities
(including, without limitation, any penalties, interest and other additions to
tax) with respect thereto, other than the following Taxes, including all
liabilities (including, without limitation, any penalties, interest and other
additions to tax) with respect thereto: (i) Taxes imposed on the net income or
capital of the Agent, a Bank, Assignee or Participant under this Agreement and
franchise taxes imposed in lieu thereof (including without limitation branch
profits taxes, minimum taxes and taxes computed under alternative methods, at
least one of which is based on net income (collectively referred to as "net
income taxes")) by (A) the jurisdiction under the laws of which such Agent,
Bank, Assignee or Participant under this Agreement is organized or resident for
tax purposes or any political subdivision thereof or (B) the jurisdiction of
such Agent, Bank, Assignee or Participant's applicable lending office or any
political subdivision thereof or (C) any jurisdiction with which such Agent,
Bank, Assignee or Participant has any present or former connection (other than
solely by virtue of being a Bank under this Agreement), (ii) any Taxes to the
extent

                                Credit Agreement

<PAGE>

                                      -5-

that they are in effect and would apply to a payment to such Agent, Bank,
Assignee or Participant as of the date of a change in the jurisdiction of such
Agent, Bank, Assignee or Participant's applicable lending office or (iii) any
Taxes that would not have been imposed but for (A) the failure or unreasonable
delay by such Agent, Bank, Assignee or Participant, as applicable, to complete,
provide, or file and update or renew, any application forms, certificates,
documents or other evidence required from time to time, properly completed and
duly executed, to qualify for any applicable exemption from or reduction of
Taxes, including, without limitation, the certificates, documents or other
evidence required under Sections 6.4(b), 6.4(c) and 6.4(e) (unless such failure
or delay results from a change in applicable law after the Closing Date or the
date of the applicable agreement pursuant to which such Assignee or Participant,
as the case may be, acquires an interest under this Agreement, which precludes
such Agent, Bank, Assignee or Participant, as applicable, from qualifying for
such exemption or reduction) or (B) the gross negligence or willful misconduct
of such Agent, Bank, Assignee or Participant.

            "CUSA" - see Preamble.

            "Dollar", and $, refer to the lawful money of the United States of
America.

            "ECA Financing" means any subsidized financing of the acquisition of
Airbus Industrie aircraft, the repayment obligations of which will be supported
by guaranties issued by certain European government export credit agencies (the
European Credit Agency Export Finance Program) and a Company Guaranty and a
pledge of the assets of (including any rights to or interests in any reserve or
security deposit held by) each such Wholly-owned Subsidiary.

            "Eligible Assignee" means (i) any Bank, and any Affiliate of any
Bank and (ii)(a) a commercial bank organized under the laws of the United States
or any state thereof, (b) a savings and loan association or savings bank
organized under the laws of the United States or any state thereof, (c) a
commercial bank organized under the laws of any other country or a political
subdivision thereof; provided that (1) such bank is acting through a branch or
agency located in the United States or (2) such bank organized under the laws of
a country that is a member of the Organization for Economic Cooperation and
Development or a political subdivision of such country and (d) a finance
company, insurance company, mutual fund, leasing company or other financial
institution or fund (whether a corporation, partnership or other entity) which
is engaged in making, purchasing or otherwise investing in commercial loans in
the ordinary course of its business, and having total assets in excess of
$150,000,000.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

            "ERISA Affiliate" means any corporation, trade or business that is,
along with the Company or any Subsidiary, a member of a controlled group of
corporations or a controlled group of trades or businesses, as described in
sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA.

            "Eurodollar Reserve Percentage" means for any day in any Loan Period
for any LIBOR Rate Loan that percentage in effect on such day as prescribed by
the Board of Governors

                                Credit Agreement
<PAGE>

                                      -6-

of the Federal Reserve System (or any successor thereto) or other U.S.
government agency for determining the reserve requirement (including, without
limitation, any marginal, basic, supplemental or emergency reserves) for a
member bank of the Federal Reserve System in New York City with deposits
exceeding one billion dollars in respect of eurocurrency funding liabilities.
LIBOR shall be adjusted automatically on and as of the effective date of any
change in the Eurodollar Reserve Percentage.

            "Event of Default" means any of the events described in Section
11.1.

            "Eximbank" means the Export-Import Bank of the United States.

            "Existing Litigation" - see Section 10.1.3.

            "FASB 13" means the Statement of Financial Accounting Standards No.
13 (Accounting for Leases) as in effect on the date hereof.

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

            "Fixed Charge Coverage Ratio" on the last day of any quarter of any
fiscal year of the Company means the ratio for the period of four fiscal
quarters ending on such day of earnings to combined fixed charges and preferred
stock dividends referred to in Paragraph (d)(1) of Item 503 of Regulation S-K of
the Securities and Exchange Commission, as amended from time to time, and
determined pursuant to Instructions to paragraph 503(d) of such Item 503 with
the Company as "registrant" (such ratio for the four fiscal quarters ended
December 31, 2003 is attached hereto as Exhibit F); provided, however, that if
the Required Banks in their reasonable discretion determine that amendments to
Regulation S-K subsequent to the date hereof substantially modify the provisions
of such Item 503, "Fixed Charge Coverage Ratio" shall have the meaning
determined by this definition without regard to any such amendments.

            "Funding Date" means the date on which any Loan is scheduled to be
disbursed.

            "Funding Office" means, with respect to any Bank, any office or
offices of such Bank or Affiliate or Affiliates of such Bank through which such
Bank shall fund or shall have funded any Loan. A Funding Office may be, at such
Bank's option, either a domestic or foreign office of such Bank or a domestic or
foreign office of an Affiliate of such Bank.

            "Governmental Authority" means any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

                                Credit Agreement
<PAGE>

                                      -7-

            "Guaranties" by any Person means, without duplication, all
obligations (other than endorsements in the ordinary course of business of
negotiable instruments for deposit or collection) of such Person guaranteeing or
in effect guaranteeing any Indebtedness, dividend or other obligation of any
other Person (the "Primary Obligor") in any manner, whether directly or
indirectly, including, without limitation, all obligations incurred through an
agreement, contingent or otherwise, by such Person: (a) to purchase such
Indebtedness or obligation or any property or assets constituting security
therefor, (b) to advance or supply funds (i) for the purchase or payment of such
Indebtedness or obligation or (ii) to maintain working capital or other balance
sheet condition or otherwise to advance or make available funds for the purchase
or payment of such Indebtedness or obligation, (c) to lease property or to
purchase securities or other property or services primarily for the purpose of
assuring the owner of such Indebtedness or obligation of the ability of the
Primary Obligor to make payment of the Indebtedness or obligation or (d)
otherwise to assure the owner of the Indebtedness or obligation of the Primary
Obligor against loss in respect thereof; provided, however, that the obligation
described in clause (c) shall not include (i) obligations of a buyer under an
agreement with a seller to purchase goods or services entered into in the
ordinary course of such buyer's and seller's businesses unless such agreement
requires that such buyer make payment whether or not delivery is ever made of
such goods or services and (ii) remarketing agreements where the remaining debt
on an aircraft does not exceed the aircraft's net book value, determined in
accordance with industry standards, except that clause (c) shall apply to the
amount of remaining debt under a remarketing agreement that exceeds the net book
value of the aircraft. For the purposes of all computations made under this
Agreement, a Guaranty in respect of any Indebtedness for borrowed money shall be
deemed to be Indebtedness equal to the principal amount of such Indebtedness for
borrowed money which has been guaranteed, and a Guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be Indebtedness equal
to the maximum aggregate amount of such obligation, liability or dividend.

            "Indebtedness" of any Person means and includes, without
duplication, all obligations of such Person which in accordance with generally
accepted accounting principles in the United States of America shall be
classified upon a balance sheet of such Person as liabilities of such Person,
and in any event shall include all:

            (a) obligations of such Person for borrowed money or which have been
      incurred in connection with the acquisition of property or assets (other
      than security and other deposits on flight equipment),

            (b) obligations secured by any Lien or other charge upon property or
      assets owned by such Person, even though such Person has not assumed or
      become liable for the payment of such obligations,

            (c) obligations created or arising under any conditional sale, or
      other title retention agreement with respect to property acquired by such
      Person, notwithstanding the fact that the rights and remedies of the
      seller, lender or lessor under such agreement in the event of default are
      limited to repossession or sale of property,

            (d) Capitalized Rentals of such Person under any Capitalized Lease,

                                Credit Agreement
<PAGE>

                                      -8-

            (e) obligations evidenced by bonds, debentures, notes or other
      similar instruments, and

            (f) Guaranties by such Person, to the extent required pursuant to
      the definition thereof.

            "Indemnified Liabilities" - see Section 13.6.

            "LIBOR" means, with respect to any Loan Period the rate per annum
(rounded to the nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%, to
the next higher 1/100 of 1%), determined pursuant to the following formula:

                                               Base LIBOR
                  LIBOR=    ----------------------------------------------------
                                 (1 - Eurodollar Reserve Percentage)

            "LIBOR Rate" means (i) with respect to Committed Loans that are
LIBOR Rate Loans (but not Term Loans), LIBOR plus the applicable rate margin set
forth for LIBOR Rate Loans (other than Term Loans) in the row entitled "Margins"
on Schedule II, (ii) with respect to Bid Loans that are LIBOR Rate Loans, LIBOR
plus or minus the rate margin set forth in a Bid for a particular Bid Loan
amount and a particular Loan Period and (iii) with respect to Term Loans that
are LIBOR Rate Loans, LIBOR plus the applicable rate margin set forth in the row
entitled "Drawn Pricing Under the Term-Out Option (if LIBOR Rate Loans)" on
Schedule II.

            "LIBOR Rate Loan" means any Loan which bears interest at a LIBOR
Rate.

            "Lien" means any mortgage, pledge, lien, security interest or other
charge, encumbrance or preferential arrangement, including the retained security
title of a conditional vendor or lessor. For avoidance of doubt, the parties
hereto acknowledge that the filing of a financing statement under the Uniform
Commercial Code does not, in and of itself, give rise to a Lien.

            "Litigation Actions" means all litigation, claims and arbitration
proceedings, proceedings before any Governmental Authority or investigations
which are pending or, to the knowledge of the Company, threatened against, or
affecting, the Company or any Subsidiary.

            "Loan Period" means (i) with respect to any Absolute Rate Loan, the
period commencing on such Loan's Funding Date and ending not less than 14 days
thereafter nor more than 6 months thereafter as specified in the Bid Loan
Request related to such Bid Loan and (ii) with respect to any LIBOR Rate Loan,
the period commencing on such Loan's Funding Date and ending 1, 2, 3 or 6 months
thereafter as selected by the Company pursuant to Section 3.2(a) or specified in
the Notice of Competitive Bid Borrowing, as the case may be; provided, however,
that:

            (a) if a Loan Period would otherwise end on a day which is not a
      Business Day, such Loan Period shall end on the next succeeding Business
      Day (unless, in the case of a LIBOR Rate Loan, such next succeeding
      Business Day would fall in the next succeeding

                                Credit Agreement
<PAGE>

                                      -9-

      calendar month, in which case such Loan Period shall end on the next
      preceding Business Day),

            (b) in the case of a Loan Period for any LIBOR Rate Loan, if there
      exists no day numerically corresponding to the day such Loan was made in
      the month in which the last day of such Loan Period would otherwise fall,
      such Loan Period shall end on the last Business Day of such month, and

            (c) on the date of the making of any Loan by a Bank, the Loan Period
      for such Loan shall not extend beyond the then-scheduled Termination Date
      for such Bank (or the date contemplated by Section 5.3 if the Term-Out
      Option is in effect).

            "Loans" means, collectively, the Bid Loans and the Committed Loans
and, individually, any Bid Loan or Committed Loan.

            "Material Adverse Effect" means (i) any material adverse effect on
the business, properties, condition (financial or otherwise) or operations of
the Company and its Subsidiaries, taken as a whole since any stated reference
date or from and after the date of determination, as the case may be, (ii) any
material adverse effect on the ability of the Company to perform its material
obligations hereunder and under the Notes or (iii) any material adverse effect
on the legality, validity, binding effect or enforceability of any material
provision of this Agreement or any Note.

            "Multiemployer Plan" has the meaning assigned to such term in
Section 3(37) of ERISA.

            "New Litigation" - see Section 10.1.3.

            "Notes" means, collectively, the Bid Notes and the Committed Notes;
and "Note" means any individual Bid Note or Committed Note.

            "Notice of Competitive Bid Borrowing" - see Section 2.2(a).

            "Notice Office" means the office of CUSA which, as of the date
hereof, is located at 2 Penns Way, Suite 200, New Castle, DE 19720, Telecopy
Number 302-894-6005; Telephone 302-894-6120.

            "Participant" - see Section 13.4.2.

            "Payment Office" means the office of the Agent which, as of the date
hereof, is at 2 Penns Way, Suite 200, New Castle, DE 19720, Account Number:
36852248.

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

            "Percentage" means as to any Bank the ratio, expressed as a
percentage, that such

                                Credit Agreement
<PAGE>

                                      -10-

Bank's Commitment as set forth opposite such Bank's name on Schedule I, as
periodically revised in accordance with Section 13.4 or 13.8, bears to the
Aggregate Commitment or, if the Commitments have been terminated, the ratio,
expressed as a percentage, that the aggregate principal amount of such Bank's
outstanding Loans bears to the aggregate principal amount of all outstanding
Loans.

            "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.

            "Plan" means, at any date, any employee pension benefit plan (as
defined in section 3(2) of ERISA) which is subject to Title IV of ERISA (other
than a Multiemployer Plan) and to which the Company or any ERISA Affiliate may
have any liability, including any liability by reason of having been a
substantial employer within the meaning of section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.

            "Reference Banks" means Citibank, N.A., Bank of America, N.A. and
The Governor and Company of the Bank of Scotland.

            "Reportable Event" means an event described in Section 4043(c) of
ERISA with respect to a Plan other than those events as to which the 30-day
notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC
Regulation Section 4043.

            "Required Banks" means Banks having an aggregate Percentage of 51%
or more.

            "Significant Subsidiary" means any Subsidiary which is so defined
pursuant to Rule 1-02 of Regulation S-X promulgated by the Securities and
Exchange Commission.

            "Submission Deadline" - see Section 2.2(b).

            "Subsidiary" means any Person of which or in which the Company and
its other Subsidiaries own directly or indirectly 50% or more of:

            (a) the combined voting power of all classes of stock having general
      voting power under ordinary circumstances to elect a majority of the board
      of directors of such Person, if it is a corporation,

            (b) the capital interest or profits interest of such Person, if it
      is a partnership, joint venture or similar entity, or

            (c) the beneficial interest of such Person, if it is a trust,
      association or other unincorporated organization.

            "Successor Bank" - see Section 13.8(c).

                                Credit Agreement
<PAGE>

                                      -11-

            "Taxes" with respect to any Person means income, excise and other
taxes, and all assessments, imposts, duties and other governmental charges or
levies, imposed upon such Person, its income or any of its properties,
franchises or assets by any Governmental Authority.

            "Telerate Page" - see "Base LIBOR".

            "Terminating Bank" - see Section 13.8(c).

            "Termination Date" means, with respect to any Bank, the earliest to
occur of (i) October 14, 2005 or such later date as may be agreed to by such
Bank pursuant to Section 13.8(a), or if such day is not a Business Day, the next
preceding Business Day, (ii) the date on which the Commitments shall terminate
pursuant to Section 11.2 or the Commitments shall be reduced to zero pursuant to
Section 5.1 and (iii) the date specified as such Bank's Termination Date
pursuant to Section 13.8(b), or, if such day is not a Business Day, the next
preceding Business Day; in all cases, subject to the provisions of Section
13.8(d).

            "Term Loans" - see Section 5.3.

            "Term-Out Option" means the option of the Company to convert the
Committed Loans to Term Loans as defined in and contemplated by Section 5.3.

            "Unmatured Event of Default" means any event which if it continues
uncured will, with lapse of time or notice or lapse of time and notice,
constitute an Event of Default.

            "Wholly-owned Subsidiary" means any Person of which or in which the
Company and its other Wholly-owned Subsidiaries own directly or indirectly 100%
of:

            (a) the issued and outstanding shares of stock (except shares
      required as directors' qualifying shares),

            (b) the capital interest or profits interest of such Person, if it
      is a partnership, joint venture or similar entity, or

            (c) the beneficial interest of such Person, if it is a trust,
      association or other unincorporated organization.

            SECTION 2. BID LOANS AND BID NOTES.

            Section 2.1. Making of Bid Loans. On the terms and subject to the
conditions of this Agreement, each Bank, severally and for itself alone, may
(but is not obligated to) make Bid Loans to the Company from time to time on or
after the date hereof and prior to the date which is the fourteenth day
preceding such Bank's Termination Date in amounts equal to such Bank's Bids that
have been accepted as provided in Section 2.2(c); provided, that the aggregate
principal amount of all outstanding Loans shall not at any time exceed the then
Aggregate Commitment.

            Section 2.2. Procedure for Bid Loans.

                                Credit Agreement
<PAGE>

                                      -12-

            (a) Bid Loan Request. Whenever the Company desires to incur a
competitive bid borrowing (a "Bid Borrowing"), it shall give the Agent written
notice (or telephonic notice promptly confirmed in writing), such notice to be
delivered to the Agent at its Notice Office no later than 12:00 Noon, New York
City time, at least three Business Days prior to any proposed LIBOR Rate Loan
and at least one Business Day prior to any proposed Absolute Rate Loan. Each
such notice shall be substantially in the form of Exhibit A hereto (each a
"Notice of Competitive Bid Borrowing"), and shall specify in each case (i) the
date of such proposed Bid Borrowing (which shall be a Business Day), (ii) the
aggregate amount of the proposed Bid Borrowing, (iii) whether the proposed Bid
Borrowing is to be an Absolute Rate Loan or a LIBOR Rate Loan and the Loan
Period, (iv) the maturity date for repayment of each Bid Loan to be made as part
of such borrowing (which maturity date shall not be earlier than one month after
the date of any proposed LIBOR Rate Loan or 14 days after the date of any
proposed Absolute Rate Loan nor later than the earliest to occur of (x) six
months after the date of such proposed Bid Loan, (y) the Termination Date and
(z) if the proposed Bid Loan has an interest rate that is the LIBOR Rate, the
last day of the proposed Loan Period), (v) the interest payment date or dates
relating thereto, (vi) the account to which the proceeds of such Bid Borrowing
are to be credited and (vii) any other terms to be applicable to such Bid
Borrowing. The Agent shall promptly give each Bank written notice (or telephonic
notice promptly confirmed in writing) of each such request for a Bid Borrowing
received by it from the Company. Each Notice of Competitive Bid Borrowing shall
contemplate Bid Loans in a minimum aggregate principal amount of $10,000,000 or
a higher integral multiple of $1,000,000, not to exceed, however, the excess of
the then Aggregate Commitment over the aggregate principal amount of all
outstanding Loans, calculated as of the relevant Funding Date, assuming that the
Company will pay, when due, all Loans maturing on or prior to such Funding Date
(the "Available Commitment").

            (b) Bidding Procedure. Each Bank shall, if in its sole discretion it
elects to do so, irrevocably offer to make one or more Bid Loans to the Company
as part of such proposed Bid Borrowing at a rate or rates of interest specified
by such Bank in its sole discretion and determined by such Bank independently of
each other Bank, by notifying by telephone confirmed in writing to the Agent at
its Notice Office (which shall give prompt notice thereof to the Company),
before 10:00 a.m., New York City time, on the date (the "Submission Deadline")
that is (x) in the case of a proposed Absolute Rate Loan, the same day as the
date of such proposed Bid Loan and (y) in the case of a proposed LIBOR Rate
Loan, two Business Days before the date of such proposed Bid Loan. Each Bid
shall be substantially in the form of Exhibit B (each a "Bid"), and shall
specify in each case (i) the Loan Period, (ii) the minimum amount and maximum
amount of each Bid Loan that such Bank would be willing to make as part of such
proposed Bid Borrowing (which amounts may, subject to the proviso in Section
2.1, exceed such Bank's Commitment), (iii) the rate or rates of interest
therefor and (iv) such Bank's lending office with respect to such Bid Loan;
provided, that if the Agent in its capacity as a Bank shall, in its sole
discretion, elect to make any such offer, it shall notify the Company of such
offer before 8:30 a.m., New York City time, on the Submission Deadline.

            (c) Acceptance of Bids. The Company shall, in turn, before 10:30
a.m., New York City time, on the Submission Deadline, either:

            (i) cancel such proposed Bid Borrowing by giving the Agent notice to
      that effect,

                                Credit Agreement
<PAGE>

                                      -13-

      or

            (ii) accept (such acceptance to be irrevocable) one or more of the
      offers made by any Bank or Banks pursuant to clause (b) above by giving
      notice (in writing or by telephone confirmed in writing) to the Agent of
      the amount of each Bid Loan (which amount shall be equal to or greater
      than the minimum amount, and equal to or less than the maximum amount,
      notified to the Company by the Agent on behalf of such Bank for such Bid
      Borrowing pursuant to clause (b) above) to be made by such Bank as part of
      such Bid Borrowing, and reject any remaining offers made by any Bank
      pursuant to clause (b) above by giving the Agent notice to that effect;
      provided, that for any maturity date acceptance of offers may only be made
      on the basis of ascending Absolute Rates (in the case of an Absolute Rate
      Loan) or floating rates (in the case of a LIBOR Rate Loan), in each case
      commencing with the lowest rate so offered and only as to offers made in
      conformity with the terms hereof; provided, further, however, if offers
      are made by two or more Banks at the same rate or rates and acceptance of
      all such equal offers would result in a greater principal amount of Bid
      Loans being accepted than the aggregate principal amount requested by the
      Company, the Company shall have the right to accept one or more of such
      equal offers in their entirety and reject the other equal offer or offers
      or to allocate acceptance among all such equal offers (but giving effect
      to the minimum and maximum amounts specified for each such offer pursuant
      to clause (b) above), as the Company may elect in its sole discretion. The
      Company may not accept offers whose aggregate principal amount is greater
      than the requested aggregate amount as specified in the related Notice of
      Competitive Bid Borrowing subject to the proviso in Section 2.1.

            (d) Cancellation of Bid Borrowing. If the Company notifies the Agent
that such proposed Bid Borrowing is cancelled pursuant to clause (c)(i) above,
the Agent shall give prompt notice thereof to the Banks and such Bid Borrowing
shall not be made.

            (e) Notification of Acceptance and Repayment. If the Company accepts
one or more of the offers made by any Bank or Banks pursuant to clause (c)(ii)
above, the Agent shall in turn promptly notify (x) each Bank that has made an
offer as described in clause (b) above, of the date and aggregate amount of such
Bid Borrowing and whether or not any offer or offers made by such Bank pursuant
to clause (b) above have been accepted by the Company and (y) each Bank that is
to make a Bid Loan as part of such Bid Borrowing, of the amount of each Bid Loan
to be made by such Bank as part of such Bid Borrowing. The Company agrees to
repay the principal amount of each Bid Loan, and pay the interest accrued
thereon, in each case in accordance with the terms bid and accepted as provided
herein and, additionally in the case of the payment of interest, in accordance
with Sections 4.1 and 4.2 hereof.

            (f) Reliance. The Agent may rely and act upon notice given by
telephone by individuals reasonably believed by the Agent to be those designated
to the Agent by the Company or by any Bank in writing from time to time, without
waiting for receipt of written confirmation thereof, and the
Company hereby agrees to indemnify and hold harmless the Agent from and against
any and all losses, costs, expenses, damages, claims, actions or other
proceedings relating to such reliance.

                                Credit Agreement
<PAGE>

                                      -14-

            Section 2.3. Funding of Bid Loans. No later than 1:00 p.m., New York
City time, on the date specified in each Notice of Competitive Bid Borrowing,
each Bank will make available the Bid Loan, if any, to be made by such Bank as
part of the Bid Borrowing requested to be made on such date in the manner
provided below. All amounts shall be made available to the Agent in Dollars and
immediately available funds at the Payment Office of the Agent and the Agent
promptly will make available to the Company at its account specified in the
relevant Notice of Competitive Bid Borrowing the aggregate of the amounts so
made available in the type of funds received. Unless the Agent shall have been
notified by any Bank which has submitted a bid pursuant to Section 2.2(b) prior
to the date of the proposed Bid Borrowing that such Bank does not intend to make
available to the Agent its portion, if any, of the Bid Borrowing to be made on
such date, the Agent may assume that such Bank has made such amount available to
the Agent on such date of the Bid Borrowing, and the Agent, in reliance upon
such assumption, may (in its sole discretion and without any obligation to do
so) make available to the Company a corresponding amount.

            SECTION 3. COMMITTED LOANS AND NOTES.

            Section 3.1. Agreement to Make Committed Loans. On the terms and
subject to the conditions of this Agreement, each Bank, severally and for itself
alone, agrees to make Loans (herein collectively called "Committed Loans" and
individually each called a "Committed Loan") on a revolving basis from time to
time from the date hereof until such Bank's Termination Date in such Bank's
Percentage of such aggregate amounts as the Company may from time to time
request as provided in Section 3.2; provided, that (a) the aggregate principal
amount of all outstanding Committed Loans of any Bank shall not at any time
exceed the amount set forth opposite such Bank's name on Schedule I (as reduced
in accordance with Section 5.1, Section 13.4 or Section 13.8) and (b) the
aggregate principal amount of all outstanding Committed Loans of all Banks plus
the aggregate principal amount of all outstanding Bid Loans of all Banks shall
not at any time exceed the then Aggregate Commitment. Within the limits of this
Section 3.1, the Company may from time to time borrow, prepay and reborrow
Committed Loans on the terms and conditions set forth in this Agreement.

            Section 3.2. Procedure for Committed Loans.

            (a) Committed Loan Requests. The Company shall give the Agent
irrevocable telephonic notice at the Notice Office (promptly confirmed in
writing on the same day), not later than 10:30 a.m., New York City time, (i) at
least three Business Days prior to the Funding Date in the case of LIBOR Rate
Loans or (ii) on the Funding Date in the case of Base Rate Loans, of each
requested Committed Loan, and the Agent shall promptly advise each Bank thereof
and, in the case of a LIBOR Rate Loan, if the Telerate Page is not available,
request each Reference Bank to notify the Agent of its applicable rate (as
contemplated in the definition of LIBOR). Each such notice to the Agent (a
"Committed Loan Request") shall be substantially in the form of Exhibit C and
shall specify (i) the Funding Date (which shall be a Business Day), (ii) the
aggregate amount of the Loans requested (in an amount permitted under clause (b)
below), (iii) whether each Loan shall be a LIBOR Rate Loan or a Base Rate Loan
and (iv) if a LIBOR Rate Loan, the Loan Period therefor (subject to the
limitations set forth in the definition of Loan Period).

                                Credit Agreement
<PAGE>

                                      -15-

            (b) Amount and Increments of Committed Loans. Each Committed Loan
Request shall contemplate Committed Loans in a minimum aggregate amount of
$10,000,000 or a higher integral multiple of $1,000,000, not to exceed in the
aggregate (for all requested Committed Loans) the Available Commitment.

            (c) Funding of Committed Loans.

            (i) Not later than 1:30 p.m., New York City time, on the Funding
Date of a Committed Loan, each Bank shall, subject to this Section 3.2(c),
provide the Agent at its Notice Office with immediately available funds covering
such Bank's Committed Loan (provided, that a Bank's obligation to provide funds
to the Agent shall be deemed satisfied by such Bank's delivery to the Agent at
its Notice Office not later than 1:30 p.m., New York City time, of a Federal
reserve wire confirmation number covering the proceeds of such Bank's Committed
Loan) and the Agent shall pay over such funds to the Company not later than 2:00
p.m., New York City time, on such day if the Agent shall have received the
documents required under Section 10 with respect to such Loan and the other
conditions precedent to the making of such Loan shall have been satisfied not
later than 10:00 a.m., New York City time, on such day. If the Agent does not
receive such documents or such other conditions precedent have not been
satisfied prior to such time, then (A) the Agent shall not pay over such funds
to the Company, (B) the Company's Committed Loan Request related to such Loan
shall be deemed cancelled in its entirety, (C) in the case of Committed Loan
Requests relative to LIBOR Rate Loans, the Company shall be liable to each Bank
in accordance with Section 7.4 and (D) the Agent shall return the amount
previously provided to the Agent by each Bank on the next following Business
Day.

            (ii) The Company agrees, notwithstanding its previous delivery of
any documents required under Section 10 with respect to a particular Loan,
immediately to notify the Agent of any failure by it to satisfy the conditions
precedent to the making of such Loan. The Agent shall be entitled to assume,
after it has received each of the documents required under Section 10 with
respect to a particular Loan, that each of the conditions precedent to the
making of such Loan has been satisfied absent actual knowledge to the contrary
received by the Agent prior to the time of the receipt of such documents. Unless
the Agent shall have notified the Banks prior to 10:30 a.m., New York City time,
on the Funding Date of any Loan that the Agent has actual knowledge that the
conditions precedent to the making of such Loan have not been satisfied, the
Banks shall be entitled to assume that such conditions precedent have been
satisfied.

            (d) Repayment of Loans. If any Bank is to make a Committed Loan
hereunder on a day on which the Company is to repay (or has elected to prepay,
pursuant to Section 5.2) all or any part of any outstanding Loan held by such
Bank, the proceeds of such new Committed Loan shall be applied to make such
repayment and only an amount equal to the positive difference, if any, between
the amount being borrowed and the amount being repaid shall be requested by the
Agent to be made available by such Bank to the Agent as provided in Section
3.2(c).

            Section 3.3. Maturity of Committed Loans. Except for a Base Rate
Loan, which shall mature on the Termination Date (or the date contemplated by
Section 5.3 if the Term-Out

                                Credit Agreement
<PAGE>

                                      -16-

Option is in effect), a Committed Loan made by a Bank shall mature on the last
day of the Loan Period applicable to such Committed Loan, but in no event later
than the Termination Date for such Bank (or the date contemplated by Section 5.3
if the Term-Out Option is in effect).

            SECTION 4. INTEREST AND FEES.

            Section 4.1. Interest Rates. The Company hereby promises to pay
interest on the unpaid principal amount of each Loan for the period commencing
on the Funding Date for such Loan until such Loan is paid in full, as follows:

            (a) if such Loan is a Bid Loan, at a rate per annum equal to the
Absolute Rate or the LIBOR Rate, as applicable, offered by the applicable Bank
and accepted by the Company for such Bid Loan;

            (b) if such Loan is a Base Rate Loan, at a rate per annum equal to
the Base Rate from time to time in effect; and

            (c) if such Loan is a Committed Loan that is a LIBOR Rate Loan, at a
rate per annum equal to the LIBOR Rate applicable to the Loan Period for such
Loan;

provided, however, that after the maturity of any Loan (whether by acceleration
or otherwise), such Loan shall bear interest on the unpaid principal amount
thereof at a rate per annum (calculated on the basis of a 360-day year for the
actual number of days involved) equal to the Base Rate from time to time in
effect (but not less than the interest rate in effect for such Loan immediately
prior to maturity) plus 1% per annum.

            Section 4.2. Interest Payment Dates. Except for Base Rate Loans, as
to which accrued interest shall be payable on the last day of each calendar
quarter and on the Termination Date (or the date contemplated by Section 5.3 if
the Term-Out Option is in effect), accrued interest on each Loan shall be
payable in arrears on the last day of the Loan Period therefor and (i) with
respect to each LIBOR Rate Loan with a Loan Period of six months, on the day
that is three months after the first day of such Loan Period (or, if there is no
day in such third month numerically corresponding to such first day of the Loan
Period, on the last Business Day of such month) and (ii) with respect to each
Absolute Rate Loan with a Loan Period exceeding 90 days, on the day that is 90
days after the first day of such Loan Period. After the maturity of any Loan,
accrued interest on such Loan shall be payable on demand. If any interest
payment date falls on a day that is not a Business Day, such interest payment
date shall be postponed to the next succeeding Business Day and the interest
paid shall cover the period of postponement (except that if the Loan is a LIBOR
Rate Loan and the next succeeding Business Day falls in the next succeeding
calendar month, such interest payment date shall be the immediately preceding
Business Day).

            Section 4.3. Setting and Notice of Committed Loan Rates. (a) The
applicable interest rate for each Committed Loan hereunder shall be determined
by the Agent and notice thereof shall be given by the Agent promptly to the
Company and to each Bank. Each determination of the applicable interest rate by
the Agent shall be conclusive and binding upon the parties hereto in the absence
of demonstrable error.

                                Credit Agreement
<PAGE>

                                      -17-

            (b) In the case of LIBOR Rate Loans, each Reference Bank agrees to
use its best efforts to notify the Agent in a timely fashion of its applicable
rate after the Agent's request (if any) therefor under Section 2.2(a) and
Section 3.2(a) (as contemplated in the definition of LIBOR). If as to any Loan
Period the Telerate Page is not available and any one or more of the Reference
Banks is unable or for any reason fails to notify the Agent of its applicable
rate by 11:30 a.m., New York City time, two Business Days before the Funding
Date, then the applicable LIBOR Rate shall be determined on the basis of the
rate or rates of which the Agent is given notice by the remaining Reference Bank
or Banks by such time. If the Telerate Page is not available and none of the
Reference Banks notifies the Agent of the applicable rate prior to 11:30 a.m.,
New York City time, two Business Days before the Funding Date, then (i) the
Agent shall promptly notify the other parties thereof and (ii) at the option of
the Company the Committed Loan Request delivered by the Company pursuant to
Section 3.2(a) with respect to such Funding Date shall be cancelled or shall be
deemed to have specified a Base Rate Loan.

            (c) The Agent shall, upon written request of the Company or any
Bank, deliver to the Company or such Bank a statement showing the computations
used by the Agent in determining the interest rate applicable to any LIBOR Rate
Loan.

            Section 4.4. Facility Fee. The Company agrees to pay to the Agent
for the accounts of the Banks pro rata in accordance with their respective
Percentages an annual facility fee computed by multiplying the average daily
amount of the Aggregate Commitment (whether used or unused) by the applicable
percentage determined with respect to such facility fee in accordance with
Schedule II hereto. Such fee shall be payable quarterly in arrears on the last
Business Day of March, June, September and December of each year (beginning with
the last Business Day of December, 2004) until the Commitments have expired or
have been terminated and on the date of such expiration or termination (and, in
the case of any Terminating Bank, such Bank's Termination Date), in each case
for the period then ending for which such facility fee has not previously been
paid.

            Section 4.5. Utilization Fee. The Company agrees to pay to the Agent
for the accounts of the Banks pro rata in accordance with their respective
Percentages, during any period that the aggregate outstanding principal amount
of the Loans exceeds 33.33% of the Aggregate Commitment, a utilization fee
computed by multiplying the average daily amount of the Aggregate Commitment by
the applicable percentage determined with respect to such utilization fee in
accordance with Schedule II hereto; provided, that if the then outstanding
aggregate principal amount of Bid Loans exceeds an amount equal to 33.33% of the
Aggregate Commitments as then in effect, then in calculating the aggregate
outstanding principal amount of the Loans for purposes of this Section 4.5 only,
the aggregate outstanding principal amount of Loans shall not include an amount
equal to 33.33% of the Aggregate Commitments as then in effect. Accrued
utilization fees shall be due and payable on each date that interest is payable
on each such Loan.

            Section 4.6. Agent's Fees. The Company agrees promptly to pay to the
Agent such fees as may be agreed from time to time by the Company and the Agent.

                                Credit Agreement
<PAGE>

                                      -18-

            Section 4.7. Computation of Interest and Fees. Interest on LIBOR
Rate Loans, and facility and utilization fees shall be computed for the actual
number of days elapsed on the basis of a 360-day year; and interest on Base Rate
Loans shall be computed for the actual number of days elapsed on the basis of a
365/366 day year, as the case may be. The interest rate applicable to each LIBOR
Rate Loan and Base Rate Loan, and (to the extent applicable) after the maturity
of any other type of Loan, the interest rate applicable to such Loan, shall
change simultaneously with each change in the LIBOR Rate or the Base Rate, as
applicable.

            SECTION 5. REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT;
                       PREPAYMENTS.

            Section 5.1. Voluntary Termination or Reduction of the Commitments.
The Company may at any time on at least 5 days' prior irrevocable notice
received by the Agent (which shall promptly on the same day or on the next
Business Day advise each Bank thereof) permanently reduce the amount of the
Commitments (such reduction to be pro rata among the Banks according to their
respective Percentages) to an amount not less than the aggregate principal
amount of all outstanding Loans. Any such reduction shall be in the amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof. Concurrently
with any such reduction, the Company shall prepay the principal of any Committed
Loans outstanding to the extent that the aggregate amount of such Loans
outstanding shall then exceed the Aggregate Commitment, as so reduced. The
Company may from time to time on like irrevocable notice terminate the
Commitments upon payment in full of all Loans, all interest accrued thereon, all
fees and all other obligations of the Company hereunder; provided, however, that
the Company may not at any time terminate the Commitments if any Bid Loan is
outstanding (unless the holder of each such outstanding Bid Loan has given its
prior written consent to the concurrent repayment of such Bid Loan).

            Section 5.2. Voluntary Prepayments. The Company may voluntarily
prepay Loans (other than Bid Loans, which may only be prepaid with the prior
written consent of the holder thereof) without premium or penalty, except as may
be required pursuant to subsection (e) below, in whole or in part; provided,
that (a) each prepayment shall be in an aggregate principal amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof, (b) except
for the prepayment of the aggregate amount of all Loans outstanding, no such
prepayment shall result in there being less than $10,000,000 in Loans
outstanding in the aggregate, (c) the Company shall give the Agent at its Notice
Office (which shall promptly advise each Bank) not less than three Business
Days' prior notice thereof specifying the Loans to be prepaid and the date and
amount of prepayment, (d) any prepayment of principal of any Loan shall include
accrued interest to the date of prepayment on the principal amount being prepaid
and (e) any prepayment of a LIBOR Rate Loan shall be subject to the provisions
of Section 7.4.

            Section 5.3. Term-Out Option. The Company may, by notice to the
Agent not less than 10 days prior to the then-effective Termination Date,
subject to the conditions set forth below in this Section 5.3, elect to convert
the aggregate outstanding principal amount of the Committed Loans of each Bank
as of such then-effective Termination Date to a term loan of such Bank in said
amount (herein collectively called "Term Loans" and individually each called a
"Term Loan"). Each Term Loan shall bear interest, from and including such
then-effective

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<PAGE>

                                      -19-

Termination Date until the payment thereof in full, at a rate per annum equal to
(x) in the case such Term Loan is a Base Rate Loan, the Base Rate from time to
time in effect and (y) in the case such Term Loan is a LIBOR Rate Loan, the
LIBOR Rate applicable to the Loan Period for such Term Loan, and in each case
shall otherwise constitute a Committed Loan for all purposes of this Agreement.
The Company agrees to repay to the Agent for account of the Banks the unpaid
principal amount of the Term Loans on the date 364 days after such
then-effective Termination Date or, if such date is not a Business Day, the
immediately preceding Business Day (and any outstanding Committed Note shall be
deemed amended accordingly). Once repaid or prepaid (other than as contemplated
by Section 3.2(d)), Term Loans cannot be reborrowed. Anything in this Section
5.3 to the contrary notwithstanding, any such conversion shall be subject to the
conditions precedent that (i) no Unmatured Event of Default or Event of Default
shall have occurred and be continuing on such then-effective Termination Date
and (ii) the representations and warranties made by the Company in Section 8
shall be true on and as of such then-effective Termination Date with the same
force and effect as if made on and as of such date. Each notice of conversion
delivered by the Company in accordance with this Section 5.3 shall constitute a
certification by the Company to the effect set forth in the preceding sentence
(both as of the date of such notice and, unless the Company, after delivery of
such notice, otherwise notifies the Agent prior to such then-effective
Termination Date, as of such date). Notwithstanding anything in this Agreement
to the contrary, facility fees contemplated by Section 4.4 and utilization fees
contemplated by Section 4.5 shall cease to accrue after the effectiveness of the
Term-Out Option.

            SECTION 6. MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES.

            Section 6.1. Making of Payments. Except as provided in Section
3.2(d), payments (including those made pursuant to Section 5.1) of principal of,
or interest on, the Loans and all payments of fees and any other payments
required to be made by the Company to the Agent hereunder shall be made by the
Company to the Agent in immediately available funds at its Payment Office not
later than 12:00 Noon, New York City time, on the date due; and funds received
after that hour shall be deemed to have been received by the Agent on the next
following Business Day. The Agent shall promptly remit to each Bank its share
(if any) of each such payment. All payments under Section 7 and all payments
required to be made hereunder to any Person other than the Agent shall be made
by the Company when due directly to the Persons entitled thereto in immediately
available funds.

            Section 6.2. Pro Rata Treatment; Sharing.

            (a) Except as required pursuant to Section 7 or Section 13.8, each
payment or prepayment of principal of any Committed Loans, each payment of
interest on the Committed Loans, each payment of the utilization fee and each
payment of the facility fee shall be allocated pro rata among the Banks in
accordance with their respective Percentages. Each payment of principal of any
Bid Borrowing shall be allocated pro rata among the Banks participating in such
Bid Borrowing in accordance with the respective principal amounts of their
outstanding Bid Loans comprising such Bid Borrowing. Each payment of interest on
any Bid Borrowing shall be allocated pro rata among the Banks participating in
such Bid Borrowing in accordance with the respective amounts of accrued and
unpaid interest on their outstanding Bid Loans comprising

                                Credit Agreement
<PAGE>

                                      -20-

such Bid Borrowing.

            (b) If any Bank or other holder of a Committed Loan shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
offset or otherwise) on account of principal of, interest on or fees or other
amounts with respect to any Committed Loan in excess of the share of payments
and other recoveries (exclusive of payments or recoveries under Section 7 or
pursuant to Section 13.8) such Bank or other holder would have received if such
payment had been distributed pursuant to the provisions of Section 6.2(a), such
Bank or other holder shall purchase from the other Banks or holders, in a manner
to be specified by the Agent, such participations in the Committed Loans held by
them as shall be necessary so that all such payments of principal and interest
with respect to the Committed Loans shall be shared by the Banks and other
holders pro rata in accordance with their respective Percentages; provided,
however, that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Bank or holder, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

            (c) If any Bank or other holder of a Bid Loan shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
offset or otherwise) on account of principal of, interest on or fees or other
amounts with respect to any Bid Loan in excess of the share of payments and
other recoveries (exclusive of payments or recoveries pursuant to Section 7 or
Section 13.8) such Bank or other holder would have received if such payment had
been distributed pursuant to the provisions of Section 6.2(a), such Bank or
other holder shall purchase from the other Banks or holders participating in
such Bid Borrowing, in a manner to be specified by the Agent, such
participations in the Bid Loans held by them as shall be necessary so that all
such payments of principal and interest with respect to the Bid Loans shall be
shared by the Banks and other holders participating in such Bid Borrowing in a
manner consistent with Section 6.2(a); provided, however, that if all or any
portion of the excess payment or other recovery is thereafter recovered from
such purchasing Bank or holder, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

            Section 6.3. Set-off. The Company agrees that the Agent, each Bank,
each Assignee and each Participant has all rights of set-off and banker's lien
provided by applicable law, and the Company further agrees that at any time (i)
any amount owing by the Company under this Agreement is due to any such Person
or (ii) any Event of Default exists, each such Person may apply to the payment
of any amount payable hereunder any and all balances, credits, deposits,
accounts or moneys of the Company then or thereafter with such Person.

            Section 6.4. Taxes, etc. (a) All payments made by the Company to the
Agent, any Bank, any Assignee or any Participant under this Agreement and the
Notes shall be made without any set-off or counterclaim, and free and clear of
and without deduction for or on account of any present or future Covered Taxes
now or hereafter imposed (except to the extent that such withholding or
deduction (x) is compelled by law, (y) results from the breach, by the recipient
of a payment, of its agreement contained in Section 6.4(b), Section 6.4(c) or
Section 6.4(e) or (z) would not be required if the representation or warranty
contained in the second sentence of Section 6.4(b) were true as of the date of
this Agreement, or with respect to a Bank that becomes a Bank pursuant to
Section 13.4.1, Section 13.4.2 or Section 13.8, true at the time

                                Credit Agreement
<PAGE>

                                      -21-

such Bank becomes a Bank hereunder). If the Company is compelled by law to make
any such deductions or withholdings of any Covered Taxes it will:

            (i) pay to the relevant authorities the full amount required to be
      so withheld or deducted,

            (ii) except to the extent that such withholding or deduction results
      from the breach by the recipient of its agreement contained in Section
      6.4(b), Section 6.4(c) or Section 6.4(e) or, if applicable, would not be
      required if the representation or warranty contained in the second
      sentence of Section 6.4(b) were true as of the date of this Agreement, or
      with respect to a Bank that becomes a Bank pursuant to Section 13.4.1,
      Section 13.4.2 or Section 13.8, true at the time such Bank becomes a Bank
      hereunder, pay such additional amounts as may be necessary in order that
      the net amount received by the Agent, each Bank, each Assignee and each
      Participant after such deductions or withholdings (including any required
      deduction or withholding on such additional amounts) shall equal the
      amount such payee would have received had no such deductions or
      withholdings been made, and

            (iii) promptly forward to the Agent (for delivery to such payee) an
      official receipt or other documentation satisfactory to the Agent
      evidencing such payment to such authorities.

            Moreover, if any Covered Taxes are directly asserted against the
Agent, any Bank, any Assignee or any Participant, such payee may pay such
Covered Taxes, and, upon receipt of an official receipt or other satisfactory
documentation evidencing such payment, the Company shall promptly pay such
additional amount (including, without limitation, any penalties, interest or
reasonable expenses) as may be necessary in order that the net amount received
by such payee after the payment of such Covered Taxes (including any Covered
Taxes on such additional amount) shall equal the amount such payee would have
received had no such Covered Taxes been asserted (provided, that the Agent, the
Banks, and any Assignee or Participant shall use reasonable efforts, to the
extent consistent with applicable laws and regulations, to minimize to the
extent possible any such Covered Taxes if they can do so without material cost
or legal or regulatory disadvantage). For purposes of this Section 6.4, a
distribution hereunder by the Agent or any Bank to or for the account of any
Bank, Assignee or Participant shall be deemed to be a payment by the Company.
The Company's agreement under this Section 6.4 shall survive repayment of the
Loans, cancellation of the Notes or any termination of this Agreement.

            (b) In consideration of, and as a condition to, the Company's
undertakings in Section 6.4(a), each Bank other than a Bank that is organized
and existing under the laws of the United States of America or any State thereof
(a "Non-U.S. Bank") agrees to execute and deliver to the Agent at its Payment
Office for delivery to the Company, before the first scheduled payment date in
each year, (i) to the extent it acts for its own account with respect to any
portion of any sums paid or payable to such Non-U.S. Bank under this Agreement,
two original copies of United States Internal Revenue Service Forms W-8BEN,
W-8ECI or W-8EXP (or any successor forms), as appropriate, properly completed
and duly executed by such Non-U.S. Bank, and

                                Credit Agreement
<PAGE>

                                      -22-

claiming complete exemption from withholding and deduction of United States
Federal Taxes, and (ii) to the extent it does not act or has ceased to act for
its own account with respect to any portion of any sums paid or payable to such
Bank under this Agreement (for example, in the case of a typical Participation
by such Non-U.S. Bank), (1) for the portion of any such sums paid or payable
with respect to which such Non-U.S. Bank acts for its own account, two original
copies of the forms or statements required to be provided by such Non-U.S. Bank
under subsection (i) of this Section 6.4(b), properly completed and duly
executed by such Non-U.S. Bank and claiming complete exemption from withholding
and deduction of United States Federal Taxes, and (2) for the portion of any
such sums paid or payable with respect to which such Non-U.S. Bank does not act
or has ceased to act for its own account, two original copies of United States
Internal Revenue Service Form W-8IMY (or any successor forms), properly
completed and duly executed by such Non-U.S. Bank, together with any
information, if any, such Non-U.S. Bank chooses to transmit with such form, and
any other certificate or statement of exemption required under the Internal
Revenue Code or the regulations issued thereunder. Each Bank hereby (i)
represents and warrants to the Company that, at the date of this Agreement, or
at the time such Bank becomes a Bank hereunder, it is entitled to receive
payments of principal and interest hereunder without deduction for or on account
of any Taxes imposed by the United States of America or any political
subdivision thereof, and (ii) acknowledges that in the event that after the date
of this Agreement or after the date that a Bank becomes a Bank hereunder, such
Bank is no longer entitled to receive payments or principal and interest
hereunder without deduction for or on account of any Taxes imposed by the United
States of America or any political subdivision thereof, such Bank will be
subject to removal pursuant to Section 13.8 hereof.

            (c) Each Non-U.S. Bank hereby agrees, from time to time after the
initial delivery by such Non-U.S. Bank of any forms or other information
pursuant to Section 6.4(b), whenever a lapse in time or change in circumstances
renders such forms, certificates or other evidence so delivered obsolete or
inaccurate in any material respect, that such Non-U.S. Bank shall promptly (and
in all events, prior to the next applicable payment date), deliver to the Agent
at the Payment Office for delivery to the Company two original copies of any
renewal, amendment or additional or successor forms, properly completed and duly
executed by such Non-U.S. Bank, together with any other certificate or statement
of exemption required by applicable law or regulation in order to (i) confirm or
establish such Non-U.S. Bank's complete exemption from withholding and deduction
of United States Federal Taxes with respect to payments to such Bank under this
Agreement or (ii) in the case of a change in law after the date on which such
Non-U.S. Bank became a Bank hereunder that results in a withholding or deduction
of United States Federal Taxes on payments hereunder to such Non-U.S. Bank,
establish the status of such Non-U.S. Bank as other than a United States person
for United States Federal tax purposes and, to the extent entitled under an
applicable treaty or other law, claim the benefit of a reduced rate of
withholding and deduction of United States Federal Taxes with respect to any
such payments under an applicable tax treaty of the United States, or (iii) if
applicable, confirm or establish that such Non-U.S. Bank does not act for its
own account with respect to any portion of any such payments.

            (d) If the Company determines in good faith that a reasonable basis
exists for contesting a Covered Tax with respect to which the Company has paid
an additional amount under this Section 6.4, the Agent and the Banks, as
applicable, shall, subject to Section 6.4(f),

                                Credit Agreement
<PAGE>

                                      -23-

cooperate with the Company in challenging such Covered Tax at the Company's
expense if requested by the Company (it being understood and agreed that neither
the Agent nor any Bank shall have any obligation to contest, or any
responsibility for contesting, any Tax). If the Agent or a Bank has actual
knowledge that it is entitled to receive a refund (whether by way of a direct
payment or by clearly identifiable offset to an amount otherwise owed to the
relevant taxing authority) in respect of a Covered Tax with respect to which the
Company has paid an additional amount under this Section 6.4, it shall promptly
notify the Company of the availability of such refund (unless it was made aware
of such refund by the Company) and shall, within 30 days after the receipt of a
request from the Company, apply for such refund at the Company's expense. If the
Agent or any Bank receives a refund (whether by way of a direct payment or by
clearly identifiable offset to an amount otherwise owed to the relevant taxing
authority) of any Covered Tax with respect to which the Company has paid an
additional amount under this Section 6.4 which, in the reasonable good faith
judgment of the Agent or such Bank, as the case may be, is allocable to such
payment made under this Section 6.4, the amount of such refund (together with
any interest received thereon) shall be paid to the Company, but only to the
extent of the additional amounts received from the Company, provided that, in
the case of a Covered Tax the Company was required to deduct and withhold under
this Section 6.4, the Company deducted and withheld such Covered Tax in full as
and when required pursuant to this Section 6.4, provided further, that if such
refund subsequently becomes unavailable or must be returned, this will be
treated as a Covered Tax indemnifiable under this Section 6.4.

            (e) Each Bank that is organized and existing under the laws of the
United States of America or any State thereof (a "U.S. Bank") agrees to execute
and deliver to the Agent at the Payment Office for delivery to the Company, on
or before the date of this Agreement or on or before the date such Bank becomes
a Bank hereunder and on or before the date on which such Bank ceases to act for
its own account with respect to the applicable portion of any sums paid or
payable to such U.S. Bank and before the first scheduled payment date in each
subsequent year a copy of United States Internal Revenue Service Form W-9 (or
any successor forms) properly completed and duly executed by such U.S. Bank, and
claiming that it is organized and existing under the laws of the United States
of America or any State thereof.

            (f) Nothing contained in this Section 6.4 shall require any Bank to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Company or any other Person.

            (g) Each Bank shall promptly notify the Company and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to receipt of additional amounts pursuant to this Section 6.4
and will designate a different Funding Office if such designation will avoid the
need for, or reduce the amount of, such amounts and will not, in such Bank's
sole discretion, be otherwise disadvantageous to such Bank.

            SECTION 7. INCREASED COSTS AND SPECIAL PROVISIONS FOR ABSOLUTE RATE
                       LOANS AND LIBOR RATE LOANS.

            Section 7.1. Increased Costs. (a) If after the date hereof, the
adoption of any

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<PAGE>

                                      -24-

applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any Funding Office of such Bank) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency,

            (A) shall subject any Bank (or any Funding Office of such Bank) to
      any tax, duty or other charge with respect to its LIBOR Rate Loans, its
      Notes or its obligation to make LIBOR Rate Loans, or shall change the
      basis of taxation of payments to any Bank (or any Funding Office of such
      Bank) of the principal of or interest on its LIBOR Rate Loans or any other
      amounts due under this Agreement in respect of its LIBOR Rate Loans or its
      obligation to make LIBOR Rate Loans (except for changes in the rate of tax
      on the overall net income of such Bank or its Funding Office imposed by
      any Governmental Authority of the country in which such Bank is
      incorporated or in which such Bank's Funding Office is located);

            (B) shall impose, modify or deem applicable any reserve (including,
      without limitation, any reserve imposed by the Board of Governors of the
      Federal Reserve System, but excluding any reserve included in the
      determination of additional interest pursuant to Section 4.1), special
      deposit, assessment (including any assessment for insurance of deposits)
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Bank (or any Funding Office of such Bank);
      or

            (C) shall impose on any Bank (or any Funding Office of such Bank)
      any other condition affecting its LIBOR Rate Loans, its Notes or its
      obligation to make or maintain LIBOR Rate Loans;

and the result of any of the foregoing is to increase the cost to (or to impose
an additional cost on) such Bank (or any Funding Office of such Bank) of making
or maintaining any LIBOR Rate Loan, or to reduce the amount of any sum received
or receivable by such Bank (or such Bank's Funding Office) under this Agreement
or under its Notes with respect thereto, then within 10 days after demand by
such Bank (which demand shall be accompanied by a statement setting forth the
basis of such demand), the Company shall pay directly to such Bank such
additional amount or amounts as will compensate such Bank for such increased
cost or such reduction (without duplication of any amounts which have been paid
or reimbursed).

            (b) If, after the date hereof, any Bank shall determine that the
adoption, effectiveness or phase-in of any applicable law, rule, guideline or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or any Funding Office of such
Bank or any Person controlling such Bank) with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on the capital of such Bank or any Person
controlling such Bank as a consequence of its obligations hereunder to a level
below that which such Bank or such controlling Person could have achieved but
for such adoption,

                                Credit Agreement
<PAGE>

                                      -25-

change or compliance (taking into consideration such Bank's or such controlling
Person's policies with respect to capital adequacy), then, from time to time,
within 10 days after demand by such Bank (which demand shall be accompanied by a
statement setting forth the basis of such demand), the Company shall pay
directly to such Bank such additional amount or amounts as will compensate such
Bank or such controlling Person for such reduction.

            (c) Each Bank shall promptly notify the Company and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section 7.1 and will
designate a different Funding Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in such Bank's
sole judgment, be otherwise disadvantageous to such Bank.

            Section 7.2. Basis for Determining Interest Rate Inadequate or
Unfair. If with respect to the Loan Period for any LIBOR Rate Loan:

            (a) the Telerate Page is not available and the Agent is advised by
      two or more Reference Banks that deposits in Dollars (in the applicable
      amounts) are not being offered to such Reference Banks in the relevant
      market for such Loan Period, or the Agent otherwise determines (which
      determination shall be binding and conclusive on all parties) that, by
      reason of circumstances affecting the LIBOR market, adequate and
      reasonable means do not exist for ascertaining the applicable LIBOR Rate;
      or

            (b) the Required Banks advise the Agent that the LIBOR Rate as
      determined by the Agent will not adequately and fairly reflect the cost to
      such Required Banks of maintaining or funding LIBOR Rate Loans for such
      Loan Period, or that the making or funding of LIBOR Rate Loans has become
      impracticable as a result of an event occurring after the date of this
      Agreement which in such Required Banks' opinion materially affects LIBOR
      Rate Loans,

then (i) the Agent shall promptly notify the other parties thereof and (ii) so
long as such circumstances shall continue, no Bank shall be under any obligation
to make any LIBOR Rate Loan.

            Section 7.3. Changes in Law Rendering Certain Loans Unlawful. In the
event that any change in (including the adoption of any new) applicable laws or
regulations, or in the interpretation of applicable laws or regulations by any
Governmental Authority or other regulatory body charged with the administration
thereof, should make it (or in the good faith judgment of such Bank raise a
substantial question as to whether it is) unlawful for a Bank to make, maintain
or fund any LIBOR Rate Loan, then (a) such Bank shall promptly notify each of
the other parties hereto, (b) upon the effectiveness of such event and so long
as such unlawfulness shall continue, the obligation of such Bank to make LIBOR
Rate Loans shall be suspended and any request by the Company for LIBOR Rate
Loans shall, as to such Bank, be deemed to be a request for a Base Rate Loan, if
said LIBOR Rate Loan is a Committed Loan, or an Absolute Rate Loan, if said
LIBOR Rate Loan is a Bid Loan and (c) on the last day of the current Loan Period
for such Bank's LIBOR Rate Loans (or, in any event, if such Bank so requests on
such earlier date as may be required by the relevant law, regulation or
interpretation)

                                Credit Agreement
<PAGE>

                                      -26-

such Bank's Loans which are LIBOR Rate Loans shall cease to be maintained as
LIBOR Rate Loans and shall thereafter bear interest at a floating rate per annum
equal to the Base Rate, if said LIBOR Rate Loan is a Committed Loan, or at an
Absolute Rate, which Absolute Rate shall be the LIBOR Rate in effect during such
Loan Period, if said LIBOR Rate Loan is a Bid Loan. If at any time the event
giving rise to such unlawfulness shall no longer exist, then such Bank shall
promptly notify the Company and the Agent.

            Section 7.4. Funding Losses. The Company hereby agrees that upon
demand by any Bank (which demand shall be accompanied by a statement setting
forth the basis for the calculations of the amount being claimed) the Company
will indemnify such Bank against any net loss or expense which such Bank may
sustain or incur (including, without limitation, any net loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Bank to fund or maintain any LIBOR Rate Loan or Absolute Rate
Loan), as reasonably determined by such Bank, as a result of (a) any payment or
mandatory or voluntary prepayment (including, without limitation, any payment
pursuant to Section 7.3 or any payment resulting from acceleration) of any LIBOR
Rate Loan or Absolute Rate Loan of such Bank on a date other than the last day
of the Loan Period for such Loan or (b) any failure of the Company to borrow any
Loans on the originally scheduled Funding Date specified therefor pursuant to
this Agreement (including, without limitation, any failure to borrow resulting
from any failure to satisfy the conditions precedent to such borrowing). For
this purpose, all notices to the Agent pursuant to this Agreement (including,
without limitation, all acceptances of Bids) shall be deemed to be irrevocable.

            Section 7.5. Discretion of Banks as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary (but subject to
Section 7.1(c)), each Bank shall be entitled to fund and maintain its funding of
all or any part of its Loans in any manner it sees fit, it being understood,
however, that for the purposes of this Agreement all determinations hereunder
shall be made as if such Bank had actually funded and maintained each LIBOR Rate
Loan or Absolute Rate Loan during the Loan Period for such Loan through the
purchase of deposits having a maturity corresponding to such Loan Period and
bearing an interest rate equal to the rate borne by such Loan for such Loan
Period.

            Section 7.6. Conclusiveness of Statements; Survival of Provisions.
Determinations and statements of any Bank pursuant to this Section 7 shall be
conclusive absent demonstrable error, and each Bank may use reasonable averaging
and attribution methods in determining compensation pursuant to Section 7.1 or
7.4. The provisions of this Section 7 shall survive termination of this
Agreement and payment of the Loans.

            SECTION 8. REPRESENTATIONS AND WARRANTIES.

            To induce the Banks to enter into this Agreement and to make Loans
hereunder, the Company hereby makes the following representations and warranties
to the Agent and the Banks, which representations and warranties shall survive
the execution and delivery of this Agreement and the Notes and the disbursement
of the initial Loans hereunder:

            Section 8.1. Organization, etc. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California; each corporate

                                Credit Agreement
<PAGE>

                                      -27-

Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; each other
Subsidiary (if any) is an entity duly organized and validly existing under the
laws of the jurisdiction of its organization; and each of the Company and each
Subsidiary has the power to own its property and to carry on its business as now
being conducted and is duly qualified and in good standing as a foreign
corporation or other entity authorized to do business in each jurisdiction
where, because of the nature of its activities or properties, such qualification
is required, except where the failure to be so qualified or in good standing
could not reasonably be expected to have a Material Adverse Effect.

            Section 8.2. Authorization; Consents; No Conflict. The execution and
delivery by the Company of this Agreement and the Notes, the borrowings
hereunder and the performance by the Company of its obligations under this
Agreement and the Notes (a) are within the corporate powers of the Company, (b)
have been duly authorized by all necessary corporate action on the part of the
Company, (c) have received all necessary approvals, authorizations, consents,
registrations, notices, exemptions and licenses (if any shall be required) from
Governmental Authorities and other Persons, except for any such approvals,
authorizations, consents, registrations, notices, exemptions or licenses
non-receipt of which could not reasonably be expected to have a Material Adverse
Effect, (d) do not and will not contravene or conflict with any provision of (i)
law, (ii) any judgment, decree or order to which the Company or any Subsidiary
is a party or by which the Company or any Subsidiary is bound, (iii) the
charter, by-laws or other organizational documents of the Company or any
Subsidiary or (iv) any provision of any agreement or instrument binding on the
Company or any Subsidiary, or any agreement or instrument of which the Company
is aware affecting the properties of the Company or any Subsidiary, except with
respect to (i), (ii) and (iv) above, for any such contravention or conflict
which could not reasonably be expected to have a Material Adverse Effect and (e)
do not and will not result in or require the creation or imposition of any Lien
on any of the Company's or its Subsidiaries' properties.

            Section 8.3. Validity and Binding Nature. This Agreement is, and the
Notes (if any) when duly executed and delivered will be, legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.

            Section 8.4. Financial Statements. The Company's audited
consolidated financial statements as at December 31, 2003, and unaudited
consolidated financial statements as at June 30, 2004, a copy of each of which
has been furnished to each Bank, have been prepared in conformity with generally
accepted accounting principles in the United States of America applied on a
basis consistent with that of the preceding fiscal year subject, in the case of
unaudited financial statements, to changes resulting from audit and year-end
adjustments and fairly present the financial condition of the Company and its
Subsidiaries as at such dates and the results of their operations for the year
then ended.

            Section 8.5. Litigation and Contingent Liabilities. All Litigation
Actions, taken as a whole, could not reasonably be expected to have a Material
Adverse Effect. Other than any liability incident to such Litigation Actions or
provided for or disclosed in the financial

                                Credit Agreement
<PAGE>

                                      -28-

statements referred to in Section 8.4, neither the Company nor any Subsidiary
has any contingent liabilities which are material to the business, credit,
operations or financial condition of the Company and its Subsidiaries taken as a
whole.

            Section 8.6. Employee Benefit Plans. Each employee benefit plan (as
defined in Section 3(3) of ERISA) maintained or sponsored by the Company or any
Subsidiary complies in all material respects with all applicable requirements of
law and regulations. During the twelve-consecutive-month period prior to the
execution and delivery of this Agreement, (i) no steps have been taken to
terminate any Plan and no contribution failure has occurred with respect to any
Plan sufficient to give rise to a lien under Section 302(f) of ERISA, (ii) no
Reportable Event has occurred with respect to any Plan and (iii) neither the
Company nor any ERISA Affiliate has either withdrawn or instituted steps to
withdraw from any Multiemployer Plan, except in any such case for actions which
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect. No condition exists or event or transaction has
occurred in connection with any Plan which could reasonably be expected to
result in the incurrence by the Company or any Subsidiary of any material
liability, fine or penalty (imposed by Section 4975 of the Code or Section
502(i) of ERISA or otherwise). Neither the Company nor any ERISA Affiliate is a
member of, or contributes to, any Multiemployer Plan as to which the potential
withdrawal liability based upon the most recent actuarial report could
reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any Subsidiary has any material contingent liability with respect to any
post retirement benefit under an employee welfare benefit plan (as defined in
section 3(i) of ERISA), other than liability for continuation coverage described
in Part 6 of Title I of ERISA.

            Section 8.7. Investment Company Act. The Company is not an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

            Section 8.8. Public Utility Holding Company Act. Neither the Company
nor any Subsidiary is a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

            Section 8.9. Regulation U. Neither the Company nor any Subsidiary is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying margin stock (within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
as amended from time to time).

            Section 8.10. Information. (a) All information with respect to the
Company contained in the September, 2004 memorandum furnished by the Agent to
the Banks and all information heretofore furnished by the Company to the Agent
or any Bank is, to the best of the Company's knowledge after due inquiry, true
and accurate in every material respect as of the date thereof, and none of such
information contains any material misstatement of fact or omits to state any
material fact necessary to make such information not misleading.

            (b) All information furnished by the Company to the Agent or any
Bank on and

                                Credit Agreement
<PAGE>

                                      -29-

after the date hereof shall be, to the best of the Company's knowledge after due
inquiry, true and accurate in every material respect as of the date of such
information, and none of such information shall contain any material
misstatement of fact or shall omit to state any material fact necessary to make
such information not misleading.

            Section 8.11. Compliance with Applicable Laws, etc. The Company and
its Subsidiaries are in compliance with the requirements of all applicable laws,
rules, regulations and orders of all Governmental Authorities (including,
without limitation, ERISA and all applicable environmental laws), except for
noncompliance that could not reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any Subsidiary is in default under any agreement
or instrument to which the Company or such Subsidiary is a party or by which it
or any of its properties or assets is bound, which default could reasonably be
expected to have a Material Adverse Effect on the business, credit, operations
or financial condition of the Company and its Subsidiaries taken as a whole. No
Event of Default or Unmatured Event of Default has occurred and is continuing.

            Section 8.12. Insurance. Each of the Company and each Subsidiary
maintains, or, in the case of any property owned by the Company or any
Subsidiary and leased to lessees, has contractually required such lessees to
maintain, insurance with financially sound and reputable insurers to such extent
and against such hazards and liabilities as is commonly maintained, or caused to
be maintained, as the case may be, by companies similarly situated.

            Section 8.13. Taxes. Each of the Company and each Subsidiary has
filed all tax returns which are required to have been filed and has paid, or
made adequate provisions for the payment of, all of its Taxes which are due and
payable, except such Taxes, if any, as are being contested in good faith and by
appropriate proceedings and as to which such reserves or other appropriate
provisions as may be required by generally accepted accounting principles have
been established and except where failure to pay such Taxes, individually or in
the aggregate, cannot reasonably be expected to have a Material Adverse Effect.

            Section 8.14. Use of Proceeds. The proceeds of the Loans will be
used by the Company for general corporate purposes.

            Section 8.15. Pari Passu. All obligations and liabilities of the
Company hereunder shall rank at least equally and ratably (pari passu) in
priority with all other unsubordinated, unsecured obligations of the Company to
any other creditor.

            SECTION 9. COVENANTS.

            Until the expiration or termination of the Commitments, and
thereafter until all obligations of the Company hereunder and under the Notes
are paid in full, the Company agrees that, unless at any time the Required Banks
shall otherwise expressly consent in writing, it will:

            Section 9.1. Reports, Certificates and Other Information. Furnish to
the Agent with sufficient copies for each Bank which the Agent shall promptly
furnish to each Bank:

            9.1.1. Audited Financial Statements. As soon as available, and in
      any event

                                Credit Agreement
<PAGE>

                                      -30-

      within 95 days after each fiscal year of the Company, a copy of the
      audited financial statements and annual audit report of the Company and
      its Subsidiaries for such fiscal year prepared on a consolidated basis and
      in conformity with generally accepted accounting principles in the United
      States of America and certified by PricewaterhouseCoopers LLP or by
      another independent certified public accountant of recognized national
      standing selected by the Company and satisfactory to the Required Banks.

            9.1.2. Interim Reports. As soon as available, and in any event
      within 50 days after each quarter (except the last quarter) of each fiscal
      year of the Company, a copy of the unaudited financial statements of the
      Company and its Subsidiaries for such quarter prepared in a manner
      consistent with the audited financial statements referred to in Section
      9.1.1, signed by the Company's chief financial officer and consisting of
      at least a balance sheet as at the close of such quarter and statements of
      earnings and cash flows for such quarter and for the period from the
      beginning of such fiscal year to the close of such quarter.

            9.1.3. Certificates. Contemporaneously with the furnishing of a copy
      of each annual audit report and of each set of quarterly statements
      provided for in this Section 9.1, a certificate of the Company dated the
      date of delivery of such annual report or such quarterly statements and
      signed by the Company's chief financial officer, to the effect that no
      Event of Default or Unmatured Event of Default has occurred and is
      continuing, or, if there is any such event, describing it and the steps,
      if any, being taken to cure it and containing a computation of, and
      showing compliance with, each of the financial ratios and restrictions
      contained in this Section 9.

            9.1.4. Certain Notices. Forthwith upon learning of the occurrence of
      any of the following, written notice thereof, describing the same and the
      steps being taken by the Company or the Subsidiary affected with respect
      thereto:

                  (i) the occurrence of an Event of Default or an Unmatured
            Event of Default;

                  (ii) the institution of any Litigation Action; provided, that
            the Company need not give notice of any new Litigation Action unless
            such Litigation Action, together with all other pending Litigation
            Actions, could reasonably be expected to have a Material Adverse
            Effect;

                  (iii) the entry of any judgment or decree against the Company
            or any Subsidiary if the aggregate amount of all judgments and
            decrees then outstanding against the Company and all Subsidiaries
            exceeds $50,000,000 after deducting (i) the amount with respect to
            which the Company or any Subsidiary is insured and with respect to
            which the insurer has not denied coverage in writing and (ii) the
            amount for which the Company or any Subsidiary is otherwise
            indemnified if the terms of such indemnification are satisfactory to
            the Agent and the Required Banks;

                                Credit Agreement
<PAGE>

                                      -31-

                  (iv) the occurrence of a Reportable Event with respect to any
            Plan; the institution of any steps by the Company, any ERISA
            Affiliate, the PBGC or any other Person to terminate any Plan; the
            institution of any steps by the Company or any ERISA Affiliate to
            withdraw from any Plan; the incurrence of any material increase in
            the contingent liability of the Company or any Subsidiary with
            respect to any post-retirement welfare benefits; or the failure of
            the Company or any other Person to make a required contribution to a
            Plan if such failure is sufficient to give rise to a lien under
            Section 302(f) of ERISA; provided, however, that no notice shall be
            required of any of the foregoing unless the circumstance could
            reasonably be expected to have a Material Adverse Effect; or

                  (v) the occurrence of a material adverse change in the
            business, credit, operations or financial condition of the Company
            and its Subsidiaries taken as a whole.

            9.1.5. SEC Filings. Promptly after the filing or making thereof,
      copies of all 8-K's (other than 8-K's relating solely to the issuance by
      the Company of securities pursuant to an effective registration
      statement), 10-Q's, 10-K's, and other material reports or registration
      statements filed by the Company or any Subsidiary with or to any
      securities exchange or the Securities and Exchange Commission.

            9.1.6. Other Information. From time to time such other information
      concerning the Company and its Subsidiaries as any Bank or the Agent may
      reasonably request.

            Section 9.2. Existence. Maintain and preserve, and, subject to the
proviso in Section 9.9, cause each Subsidiary to maintain and preserve, its
respective existence as a corporation or other form of business organization, as
the case may be, and all rights, privileges, licenses, patents, patent rights,
copyrights, trademarks, trade names, franchises and other authority to the
extent material and necessary for the conduct of its respective business in the
ordinary course as conducted from time to time, except as may be determined by
the Board of Directors of the Company in good faith that a Subsidiary that is
not necessary or material to the business of the Company in its ordinary course
as conducted from time to time.

            Section 9.3. Nature of Business. Subject to Section 9.2, engage, and
cause each Subsidiary to engage, in substantially the same fields of business as
it is engaged in on the date hereof.

            Section 9.4. Books, Records and Access.

            (a) Maintain, and cause each Subsidiary to maintain, complete and
accurate books and records in which full and correct entries in conformity with
generally accepted accounting principles in the United States of America shall
be made of all dealings and transactions in relation to its respective business
and activities.

            (b) Permit, and cause each Subsidiary to permit, access by the Agent
and each
                                Credit Agreement
<PAGE>

                                      -32-

Bank to the books and records of the Company and such Subsidiary during normal
business hours, and permit, and cause each Subsidiary to permit, the Agent and
each Bank to make copies of such books and records upon reasonable notice and as
often as may be reasonably requested.

            Section 9.5. Insurance. Maintain, and cause each Subsidiary to
maintain, such insurance as is described in Section 8.12.

            Section 9.6. Repair. Maintain, preserve and keep, and cause each
Subsidiary to maintain, preserve and keep, its material properties in good
repair, working order and condition, ordinary wear and tear excepted. In the
case of properties leased by the Company or any Subsidiary to lessees, the
Company may satisfy its obligations related to such properties under the
previous sentence by contractually requiring, or by causing each Subsidiary to
contractually require, such lessees to perform such obligations.

            Section 9.7. Taxes. Pay or cause to be paid, and cause each
Subsidiary to pay, or cause to be paid, prior to the imposition of any penalty
or fine, all of its Taxes, unless and only to the extent that the Company or
such Subsidiary, as the case may be, is contesting any such Taxes in good faith
and by appropriate proceedings and the Company or such Subsidiary has set aside
on its books such reserves or other appropriate provisions therefor as may be
required by generally accepted accounting principles in the United States of
America, except where failure to pay such Taxes, individually or in the
aggregate, cannot reasonably be expected to have a Material Adverse Effect.

            Section 9.8. Compliance. Comply, and cause each Subsidiary to comply
with all statutes (including without limitation ERISA) and governmental rules
and regulations applicable to it except to the extent noncompliance could not
reasonably be expected to have a Material Adverse Effect.

            Section 9.9. Sale of Assets. Not, and not permit any Subsidiary to,
transfer, convey, lease (except for in the ordinary course of business) or
otherwise dispose of all or substantially all of the assets of the Company and
its Subsidiaries taken as a whole; provided, however, that any Wholly-owned
Subsidiary may sell, transfer, convey, lease or assign all or a substantial part
of its assets to the Company or another Wholly-owned Subsidiary if immediately
thereafter and after giving effect thereto no Event of Default or Unmatured
Event of Default shall have occurred and be continuing.

            Section 9.10. Consolidated Indebtedness to Consolidated Tangible Net
Worth Ratio. Not permit the ratio of Consolidated Indebtedness to Consolidated
Tangible Net Worth to exceed 600% on and as of the last day of any fiscal year
or 650% at any other time.

            Section 9.11. Fixed Charge Coverage Ratio. Not permit the Fixed
Charge Coverage Ratio on the last day of any quarter of any fiscal year of the
Company to be less than 110%.

            Section 9.12. Consolidated Tangible Net Worth. Not permit the
Company's Consolidated Tangible Net Worth to be less than $3,500,000,000 minus,
to the extent included in

                                Credit Agreement
<PAGE>

                                      -33-

the calculation of Consolidated Tangible Net Worth, other comprehensive income
of the Company and its Subsidiaries (or, in the case of a comprehensive income
deficit, plus the amount of such deficit) plus 50% of (a) the cumulative net
income (but without deduction for cumulative net losses) of the Company and its
Subsidiaries since December 31, 2002 determined on a consolidated basis in
accordance with United States of America generally accepted accounting
principles, (b) the cumulative equity capital contributions from AIG or any of
its direct or indirect Subsidiaries since December 31, 2002 and (c) the net
proceeds from the sale of preferred stock, in each case for the period from
December 31, 2002 to and including the date of any determination hereunder.

            Section 9.13. Restricted Payments. Not declare or pay any dividends
whatsoever or make any distribution on any capital stock of the Company (except
in shares of, or warrants or rights to subscribe for or purchase shares of,
capital stock of the Company), and not permit any Subsidiary to, make any
payment to acquire or retire shares of capital stock of the Company, in each
case at any time when (i) an Event of Default as described in Section 11.1 has
occurred and is continuing and there are Loans outstanding hereunder or (ii) an
Event of Default as described in Section 11.1.1 has occurred and is continuing
and there are no Loans outstanding hereunder; provided, however, that
notwithstanding the foregoing, this Section 9.13 shall not prohibit (x) the
payment of dividends on any of the Company's market auction preferred stock that
was sold to the public pursuant to an effective registration statement under the
Securities Act of 1933 or (y) the payment of dividends within 30 days of the
declaration thereof if such declaration was not prohibited by this Section 9.13.

            Section 9.14. Liens. Not, and not permit any Subsidiary to, create
or permit to exist any Lien upon or with respect to any of its properties or
assets of any kind, now owned or hereafter acquired, or on any income or profits
therefrom, except for

            (a) Liens existing on the date hereof that are reflected in the
      financial statements of the Company dated prior to the date hereof;

            (b) Liens to secure the payment of all or any part of the purchase
      price of any property or assets or to secure any Indebtedness incurred by
      the Company or a Subsidiary to finance the acquisition of any property or
      asset. For the avoidance of doubt, Liens securing Indebtedness relating to
      ECA Financings or Eximbank financings shall be permitted hereunder;

            (c) Liens securing the Indebtedness of a Subsidiary owing to the
      Company or to a Wholly-owned Subsidiary;

            (d) Liens on property of a corporation existing at the time such
      corporation is merged into or consolidated with the Company or a
      Subsidiary or at the time of a purchase, lease or other acquisition of the
      properties of a corporation or firm as an entirety or substantially as an
      entirety by the Company or a Subsidiary; provided, that any such Lien
      shall not extend to or cover any assets or properties of the Company or
      such Subsidiary owned by the Company or such Subsidiary prior to such
      merger, consolidation, purchase, lease or acquisition, unless otherwise
      permitted under this

                                Credit Agreement
<PAGE>

                                      -34-

      Section 9.14;

            (e) leases, subleases or licenses granted to others in the ordinary
      and usual course of the Company's business;

            (f) easements, rights of way, restrictions and other similar charges
      or encumbrances not interfering in any material respect with the ordinary
      conduct of the business of the Company or any Subsidiary;

            (g) banker's Liens arising, other than by contract, in the ordinary
      and usual course of the Company's business;

            (h) Liens incurred or deposits made in the ordinary course of
      business in connection with surety and appeal bonds, leases, government
      contracts, performance and return-of-money bonds and other similar
      obligations (exclusive of obligations for the payment of borrowed money);
      provided, however, that the obligation so secured is not overdue or is
      being contested in good faith and by appropriate proceedings diligently
      pursued;

            (i) any replacement or successive replacement in whole or in part of
      any Lien referred to in the foregoing clauses (a) to (h), inclusive;
      provided, however, that the principal amount of any Indebtedness secured
      by the Lien shall not be increased and the principal repayment schedule
      and maturity of such Indebtedness shall not be extended and (i) such
      replacement shall be limited to all or a part of the property which
      secured the Lien so replaced (plus improvements and construction on such
      property) or (ii) if the property which secured the Lien so replaced has
      been destroyed, condemned or damaged and pursuant to the terms of the Lien
      other property has been substituted therefor, then such replacement shall
      be limited to all or part of such substituted property;

            (j) Liens created by or resulting from any litigation or other
      proceeding which is being contested in good faith by appropriate
      proceedings, including Liens arising out of judgments or awards against
      the Company or any Subsidiary with respect to which the Company or such
      Subsidiary is in good faith prosecuting an appeal or proceedings for
      review; Liens incurred by the Company or any Subsidiary for the purpose of
      obtaining a stay or discharge in the course of any litigation or other
      proceeding to which the Company or such Subsidiary is a party; or Liens
      created by or resulting from any litigation or other proceeding that would
      not result in an Event of Default hereunder;

            (k) carrier's, warehouseman's, mechanic's, landlord's and
      materialmen's Liens, Liens for Taxes, assessments and other governmental
      charges and other Liens arising in the ordinary course of business,
      securing obligations that are not incurred in connection with the
      obtaining of any advance or credit and which are either not overdue or are
      being contested in good faith and by appropriate proceedings diligently
      pursued; and

            (l) other Liens securing Indebtedness of the Company or any
      Subsidiary in an aggregate amount which, together with all other
      outstanding Indebtedness of the

                                Credit Agreement
<PAGE>

                                      -35-

      Company and the Subsidiaries secured by Liens not listed in clauses (a)
      through (k) of this Section 9.14, does not at the time exceed 12.5% of the
      Consolidated Tangible Net Assets of the Company as shown on its audited
      consolidated financial statements as of the end of the fiscal year
      preceding the date of determination.

            Section 9.15. Use of Proceeds. Not permit any proceeds of the Loans
to be used, either directly or indirectly,

            (a) for the payment of any dividend or for the repurchase of any of
      the Company's equity securities;

            (b) for the purpose, whether immediate, incidental or ultimate, of
      buying or carrying any margin stock within the meaning of Regulation U of
      the Board of Governors of the Federal Reserve System, as amended from time
      to time;

            (c) for the purpose, whether immediate, incidental or ultimate, of
      acquiring directly or indirectly any of the outstanding shares of voting
      stock of any corporation which (i) has announced that it will oppose such
      acquisition or (ii) has commenced any litigation which alleges that any
      such acquisition violates, or will violate, applicable law; or

            (d) for any other purpose except for general corporate purposes.

            SECTION 10. CONDITIONS TO LENDING.

            Section 10.1. Conditions Precedent to All Loans. Each Bank's
obligation to make each Loan is subject to the following conditions precedent:

            10.1.1. No Default. (a) No Event of Default or Unmatured Event of
      Default has occurred and is continuing or will result from the making of
      such Loan, (b) the representations and warranties contained in Section 8
      are true and correct in all material respects as of the date of such
      requested Loan, with the same effect as though made on the date of such
      Loan (it being understood that each request for a Loan shall automatically
      constitute a representation and warranty by the Company that, as at the
      requested date of such Loan, (x) all conditions under this Section 10.1.1
      shall be satisfied and (y) after the making of such Loan the aggregate
      principal amount of all outstanding Loans will not exceed the Aggregate
      Commitment).

            10.1.2. Documents. The Agent shall have received (a) a certificate
      signed by an Authorized Officer of the Company as to compliance with
      Section 10.1.1, which requirement shall be deemed satisfied by the
      submission of a properly completed Notice of Competitive Bid Borrowing or
      Committed Loan Request and (b) such other documents as the Agent may
      reasonably request in support of such Loan.

            10.1.3. Litigation. No Litigation Action not disclosed in writing by
      the Company to the Agent and the Banks prior to the date of the last
      previous Loan hereunder (or, in the case of the initial Loan, prior to the
      date of execution and delivery of this Agreement)

                                Credit Agreement
<PAGE>

                                      -36-

      ("New Litigation") has been instituted and no development not so disclosed
      has occurred in any other Litigation Action ("Existing Litigation"),
      unless the resolution of all New Litigation and Existing Litigation
      against the Company and its Subsidiaries could not, in the aggregate,
      reasonably be expected to have a Material Adverse Effect.

            Section 10.2. Conditions to the Availability of the Commitments. The
obligations of each Bank hereunder are subject to the satisfaction of each of
the following conditions precedent, and the Banks' Commitments shall not become
available until the date on which the Agent has determined that each of the
following conditions precedent shall have been satisfied or, to the extent not
so satisfied, waived in writing by the Required Banks (the "Closing Date"):

            10.2.1. Revolving Credit Agreement. The Agent shall have received
      this Agreement duly executed and delivered by each of the Banks and the
      Company and each of the Banks shall have received a fully executed
      Committed Note and a fully executed Bid Note, if such Notes are requested
      by any Bank pursuant to Section 12.9.

            10.2.2. Evidence of Corporate Action. The Agent shall have received
      certified copies of all corporate actions taken by the Company to
      authorize this Agreement and the Notes.

            10.2.3. Incumbency and Signatures. The Agent shall have received a
      certificate of the Secretary or an Assistant Secretary of the Company
      certifying the names of the officer or officers of the Company authorized
      to sign this Agreement, the Notes and the other documents provided for in
      this Agreement to be executed by the Company, together with a sample of
      the true signature of each such officer (it being understood that the
      Agent and each Bank may conclusively rely on such certificate until
      formally advised by a like certificate of any changes therein).

            10.2.4. Good Standing Certificates. The Agent shall have received
      such good standing certificates of state officials with respect to the
      incorporation of the Company, or other matters, as the Agent or the Banks
      may reasonably request.

            10.2.5. Opinions of Company Counsel. The Agent shall have received
      favorable written opinions of O'Melveny & Myers LLP, counsel for the
      Company, in substantially the form of Exhibit G, and the General Counsel
      of the Company, in substantially the form of Exhibit H.

            10.2.6. Opinion of Agent's Counsel. The Agent shall have received a
      favorable written opinion of Milbank, Tweed, Hadley & McCloy LLP, special
      New York counsel to the Agent, with respect to such legal matters as the
      Agent reasonably may require.

            10.2.7. Other Documents. The Agent shall have received such other
      certificates and documents as the Agent or the Banks reasonably may
      require.

            10.2.8. Fees. The Agent shall have received for the account of the
      Agent the

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<PAGE>

                                      -37-

      Agent's fees payable to the Funding Date pursuant to Section 4.6 hereof.

            10.2.9. Material Adverse Change. The Agent shall have received a
      certificate of the Company's chief financial officer confirming that since
      the date of the audited financial statements identified in Section 8.4
      hereof, there shall not have occurred any material adverse change in the
      business, credit, operations or financial condition of the Company and its
      Subsidiaries taken as a whole.

            10.2.10. Termination of Revolving Credit Facility. The Company shall
      have paid all amounts owing and otherwise satisfied and discharged all of
      its obligations arising under the $3,150,000,000 364-Day Revolving Credit
      Agreement, dated as of October 17, 2003, among the Company, the Agent and
      the banks named therein, and such agreement shall have been terminated and
      be of no further force and effect, evidence of which shall have been made
      available to the Agent.

            SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT.

            Section 11.1. Events of Default. Each of the following shall
constitute an Event of Default under this Agreement:

            11.1.1. Non-Payment of the Loans, etc. Default in the payment when
      due of any principal of any Loan, or default and continuance thereof for
      three Business Days in the payment when due of any interest on any Loan,
      any fees or any other amounts payable by the Company hereunder.

            11.1.2. Non-Payment of Other Indebtedness for Borrowed Money.
      Default in the payment when due (subject to any applicable grace period),
      whether by acceleration or otherwise, of any principal of, interest on or
      fees incurred in connection with any other Indebtedness of, or Guaranteed
      by, the Company or any Significant Subsidiary (except (i) any such
      Indebtedness of any Subsidiary to the Company or to any other Subsidiary
      and (ii) any Indebtedness hereunder) and, if a default in the payment of
      interest or fees, continuance of such default for five days, in the case
      of interest, or 30 days, in the case of fees, or default in the
      performance or observance of any obligation or condition with respect to
      any such other Indebtedness if the effect of such default (subject to any
      applicable grace period) is to accelerate the maturity of any such
      Indebtedness or to permit the holder or holders thereof, or any trustee or
      agent for such holders, to cause such Indebtedness to become due and
      payable prior to its expressed maturity; provided, however, that the
      aggregate principal amount of all Indebtedness as to which there has
      occurred any default as described above shall equal or exceed $50,000,000.

            11.1.3. Bankruptcy, Insolvency, etc. The Company or any Significant
      Subsidiary becomes insolvent or generally fails to pay, or admits in
      writing its inability or refusal to pay, debts as they become due; or the
      Company or any Significant Subsidiary applies for, consents to, or
      acquiesces in the appointment of a trustee, receiver or other custodian
      for the Company or such Significant Subsidiary or any property thereof, or
      makes a general assignment for the benefit of creditors; or, in the
      absence of such application, consent or acquiescence, a trustee, receiver
      or other custodian is appointed for the Company or any

                                Credit Agreement
<PAGE>

                                      -38-

      Significant Subsidiary or for a substantial part of the property of any
      thereof and is not discharged within 60 days; or any warrant of attachment
      or similar legal process is issued against any substantial part of the
      property of the Company or any of its Significant Subsidiaries which is
      not released within 60 days of service; or any bankruptcy, reorganization,
      debt arrangement, or other case or proceeding under any bankruptcy or
      insolvency law, or any dissolution or liquidation proceeding (except the
      voluntary dissolution, not under any bankruptcy or insolvency law, of a
      Significant Subsidiary), is commenced in respect of the Company or any
      Significant Subsidiary, and, if such case or proceeding is not commenced
      by the Company or such Significant Subsidiary it is consented to or
      acquiesced in by the Company or such Significant Subsidiary or remains for
      60 days undismissed; or the Company or any Significant Subsidiary takes
      any corporate action to authorize, or in furtherance of, any of the
      foregoing.

            11.1.4. Non-Compliance with this Agreement. Failure by the Company
      to comply with or to perform any of the Company's covenants herein or any
      other provision of this Agreement (and not constituting an Event of
      Default under any of the other provisions of this Section 11.1) and
      continuance of such failure for 60 days (or, if the Company failed to give
      notice of such noncompliance or nonperformance pursuant to Section 9.1.4
      within one Business Day after obtaining actual knowledge thereof, 60 days
      less the number of days elapsed between the date the Company obtained such
      actual knowledge and the date the Company gives the notice pursuant to
      Section 9.1.4, but in no event less than one Business Day) after notice
      thereof to the Company from the Agent, any Bank, or the holder of any
      Note.

            11.1.5. Representations and Warranties. Any representation or
      warranty made by the Company herein is untrue or misleading in any
      material respect when made or deemed made; or any schedule, statement,
      report, notice, or other writing furnished by the Company to the Agent or
      any Bank is false or misleading in any material respect on the date as of
      which the facts therein set forth are stated or certified; or any
      certification made or deemed made by the Company to the Agent or any Bank
      is untrue or misleading in any material respect on or as of the date made
      or deemed made.

            11.1.6. Employee Benefit Plans. The occurrence of any of the
      following events, provided that such event would reasonably be expected to
      require payment by the Company or a Subsidiary of an amount in excess of
      $10,000,000: (i) the institution by the Company or any ERISA Affiliate of
      steps to terminate any Plan, (ii) the institution by the PBGC of steps to
      terminate any Plan; or (iii) a contribution failure occurs with respect to
      a Plan sufficient to give rise to a lien under Section 302(f) of ERISA
      securing an amount in excess of $10,000,000.

            11.1.7. Judgments. There shall be entered against the Company or any
      Subsidiary one or more judgments or decrees in excess of $50,000,000 in
      the aggregate at any one time outstanding for the Company and all
      Subsidiaries and all such judgments or decrees shall not have been
      vacated, discharged, stayed or bonded pending appeal within 60 days from
      the entry thereof, excluding those judgments or decrees for and to the
      extent to which the Company or any Subsidiary (i) is insured and with
      respect to which the insurer

                                Credit Agreement
<PAGE>

                                      -39-

      has not denied coverage in writing or (ii) is otherwise indemnified if the
      terms of such indemnification are satisfactory to the Required Banks.

            11.1.8. Change of Ownership. AIG shall cease to own beneficially,
      directly or indirectly, at least 51% of all of the outstanding shares of
      the common stock of the Company.

            Section 11.2. Effect of Event of Default. If any Event of Default
described in Section 11.1.3 shall occur, the Commitments (if they have not
theretofore terminated) shall immediately terminate and all Loans and all
interest and other amounts due hereunder shall become immediately due and
payable, all without presentment, demand or notice of any kind; and, in the case
of any other Event of Default, the Agent may, and upon written request of the
Required Banks shall, declare the Commitments (if they have not theretofore
terminated) to be terminated and all Loans and all interest and other amounts
due hereunder to be due and payable, whereupon the Commitments (if they have not
theretofore terminated) shall immediately terminate and all Loans and all
interest and other amounts due hereunder shall become immediately due and
payable, all without presentment, demand or notice of any kind. The Agent shall
promptly advise the Company and each Bank of any such declaration, but failure
to do so shall not impair the effect of such declaration.

            SECTION 12. THE AGENT.

            Section 12.1. Authorization. Each Bank and the holder of each Loan
or interest therein authorizes the Agent to act on behalf of such Bank or holder
to the extent provided herein and in any other document or instrument delivered
hereunder or in connection herewith, and to take such other action as may be
reasonably incidental thereto. Subject to the provisions of Section 12.3, the
Agent will take such action permitted by any agreement delivered in connection
with this Agreement as may be requested in writing by the Required Banks or if
required under Section 13.1, all of the Banks. The Agent shall promptly remit in
immediately available funds to each Bank or other holder its share of all
payments received by the Agent for the account of such Bank or holder, and shall
promptly transmit to each Bank (or share with each Bank the contents of) each
notice it receives from the Company pursuant to this Agreement.

            Section 12.2. Indemnification. The Banks agree to indemnify the
Agent in its capacity as such (to the extent not reimbursed by the Company),
ratably according to their respective Percentages (determined at the time such
indemnity is sought), from and against any and all actions, causes of action,
suits, losses, liabilities, damages and expenses which may at any time
(including, without limitation, at any time following the repayment of the
Loans) be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of this Agreement, or any documents contemplated by
or referred to herein or the transactions contemplated hereby or any action
taken or omitted by the Agent under or in connection with any of the foregoing;
provided, that no Bank shall be liable for the payment to the Agent of any
portion of such actions, causes of action, suits, losses, liabilities, damages
and expenses resulting from the Agent's or its employees' or agents' gross
negligence or willful misconduct. Without limiting the foregoing, subject to
Section 13.5 each Bank agrees to reimburse the Agent promptly upon demand for
its ratable share (determined at the time such reimbursement is sought) of any
out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent
in such

                                Credit Agreement
<PAGE>

                                      -40-

capacity in connection with the preparation, execution or enforcement of, or
legal advice in respect of rights or responsibilities under, this Agreement or
any amendments or supplements hereto or thereto to the extent that the Agent is
not reimbursed for such expenses by the Company. All obligations provided for in
this Section 12.2 shall survive repayment of the Loans, cancellation of the
Notes or any termination of this Agreement.

            Section 12.3. Action on Instructions of the Required Banks. As to
any matters not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the Loans), the Agent shall not be
required to exercise any discretion or take any action, but the Agent shall in
all cases be fully protected in acting or refraining from acting upon the
written instructions from (i) the Required Banks, except for instructions which
under the express provisions hereof must be received by the Agent from all Banks
and (ii) in the case of such instructions, from all Banks. In no event will the
Agent be required to take any action which exposes the Agent to personal
liability or which is contrary to this Agreement or applicable law. The
relationship between the Agent and the Banks is and shall be that of agent and
principal only and nothing herein contained shall be construed to constitute the
Agent a trustee for any holder of a Loan or of a participation therein nor to
impose on the Agent duties and obligations other than those expressly provided
for herein.

            Section 12.4. Payments. (a) The Agent shall be entitled to assume
that each Bank has made its Loan available in accordance with Section 2.3 or
Section 3.2(c), as applicable, unless such Bank notifies the Agent at its Notice
Office prior to 11:00 a.m., New York City time, on the Funding Date for such
Loan that it does not intend to make such Loan available, it being understood
that no such notice shall relieve such Bank of any of its obligations under this
Agreement. If the Agent makes any payment to the Company on the assumption that
a Bank has made the proceeds of such Loan available to the Agent but such Bank
has not in fact made the proceeds of such Loan available to the Agent, such Bank
shall pay to the Agent on demand an amount equal to the amount of such Bank's
Loan, together with interest thereon for each day that elapses from and
including such Funding Date to but excluding the Business Day on which the
proceeds of such Bank's Loan become immediately available to the Agent at its
Payment Office prior to 12:00 Noon, New York City time, at the Federal Funds
Rate for each such day, based upon a year of 360 days. A certificate of the
Agent submitted to any Bank with respect to any amounts owing under this Section
12.4(a) shall be conclusive absent demonstrable error. If the proceeds of such
Bank's Loan are not made available to the Agent at its Payment Office by such
Bank within three Business Days of such Funding Date, the Agent shall be
entitled to recover such amount upon two Business Days' demand from the Company,
together with interest thereon for each day that elapses from and including such
Funding Date to but excluding the Business Day on which such proceeds become
immediately available to the Agent prior to 12:00 Noon, New York City time, (i)
in the case of a Bid Loan, at the rate per annum applicable thereto and (ii) in
the case of a Committed Loan, at the rate per annum applicable to Base Rate
Loans hereunder, in either case based upon a year of 360 days. Nothing in this
paragraph (a) shall relieve any Bank of any obligation it may have hereunder to
make any Loan or prejudice any rights which the Company may have against any
Bank as a result of any default by such Bank hereunder.

            (b) The Agent shall be entitled to assume that the Company has made
all

                                Credit Agreement
<PAGE>

                                      -41-

payments due hereunder from the Company on the due date thereof unless it
receives notification prior to any such due date from the Company that the
Company does not intend to make any such payment, it being understood that no
such notice shall relieve the Company of any of its obligations under this
Agreement. If the Agent distributes any payment to a Bank hereunder in the
belief that the Company has paid to the Agent the amount thereof but the Company
has not in fact paid to the Agent such amount, such Bank shall pay to the Agent
on demand (which shall be made by facsimile or personal delivery) an amount
equal to the amount of the payment made by the Agent to such Bank, together with
interest thereon for each day that elapses from and including the date on which
the Agent made such payment to but excluding the Business Day on which the
amount of such payment is returned to the Agent at its Payment Office in
immediately available funds prior to 12:00 Noon, New York City time, at the
Federal Funds Rate for each such day, based upon a year of 360 days. If the
amount of such payment is not returned to the Agent in immediately available
funds within three Business Days after demand by the Agent, such Bank shall pay
to the Agent on demand an amount calculated in the manner specified in the
preceding sentence after substituting the term "Base Rate" for the term "Federal
Funds Rate". A certificate of the Agent submitted to any Bank with respect to
amounts owing under this Section 12.4(b) shall be conclusive absent demonstrable
error.

            Section 12.5. Exculpation. The Agent shall be entitled to rely upon
advice of counsel concerning legal matters, and upon this Agreement and any
Note, security agreement, schedule, certificate, statement, report, notice or
other writing which it believes to be genuine or to have been presented by a
proper person. Neither the Agent nor any of its directors, officers, employees
or agents shall (i) be responsible for any recitals, representations or
warranties contained in, or for the execution, validity, genuineness,
effectiveness or enforceability of, this Agreement, any Note or any other
instrument or document delivered hereunder or in connection herewith, (ii) be
deemed to have knowledge of an Event of Default or Unmatured Event of Default
until after having received actual notice thereof from the Company or a Bank,
(iii) be under any duty to inquire into or pass upon any of the foregoing
matters, or to make any inquiry concerning the performance by the Company or any
other obligor of its obligations or (iv) in any event, be liable as such for any
action taken or omitted by it or them, except for its or their own gross
negligence or willful misconduct. The agency hereby created shall in no way
impair or affect any of the rights and powers of, or impose any duties or
obligations upon, the Agent in its individual capacity.

            Section 12.6. Credit Investigation. Each Bank acknowledges, and
shall cause each Assignee or Participant to acknowledge in its assignment or
participation agreement with such Bank, that it has (i) made and will continue
to make such inquiries and has taken and will take such care on its own behalf
as would have been the case had the Loans been made directly by such Bank or
other applicable Person to the Company without the intervention of the Agent or
any other Bank and (ii) independently and without reliance upon the Agent or any
other Bank, and based on such documents and information as it has deemed
appropriate, made and will continue to make its own credit analysis and
decisions relating to this Agreement. Each Bank agrees and acknowledges, and
shall cause each Assignee or Participant to agree and acknowledge in its
assignment or participation agreement with such Bank, that the Agent makes no
representations or warranties about the creditworthiness of the Company or any
other party to this Agreement or with respect to the legality, validity,
sufficiency or enforceability of this

                                Credit Agreement
<PAGE>

                                      -42-

Agreement or any Note.

            Section 12.7. CUSA and Affiliates. CUSA and each of its successors
as Agent shall have the same rights and powers hereunder as any other Bank and
may exercise or refrain from exercising the same as though it were not the
Agent, and CUSA and any such successor and its Affiliates may accept deposits
from, lend money to and generally engage, and continue to engage, in any kind of
business with the Company or any Affiliate thereof as if CUSA or such successor
were not the Agent hereunder.

            Section 12.8. Resignation. The Agent may resign as such at any time
upon at least 30 days' prior notice to the Company and the Banks. In the event
of any such resignation, Banks having an aggregate Percentage of more than 50%
shall as promptly as practicable appoint a successor Agent from among the Banks
reasonably acceptable to the Company (no such acceptance being required if an
Event of Default has occurred and is continuing). If no successor Agent shall
have been so appointed, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation, then the retiring
Agent may, on behalf of the Banks, appoint a successor Agent from among the
Banks reasonably acceptable to the Company (no such acceptance being required if
an Event of Default has occurred and is continuing), which shall be a commercial
bank organized under the laws of the United States of America or of any State
thereof or under the laws of another country which is doing business in the
United States of America and having a combined capital, surplus and undivided
profits of at least $1,000,000,000. 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 all
further duties and obligations under this Agreement. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Section 12 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 12.9. The Register; the Notes.

            (a) The Agent, acting on behalf of the Company, shall maintain a
register for the inscription of the names and addresses of Banks and the
Commitments and Loans of each Bank from time to time (the "Register"). The
Company, the Banks, and the Agent may treat each Person whose name is inscribed
in the Register as a Bank hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Company, the Agent, or any
Bank at any reasonable time and from time to time upon reasonable prior notice.

            (b) The Agent shall inscribe in the Register the Commitments and the
Bid Loans and Committed Loans from time to time of each Bank, the amount of each
Bank's participation in outstanding Bid Loans and Committed Loans and each
repayment or prepayment in respect of the principal amount of the Bid Loans and
Committed Loans of each Bank, the principal amount owing from time to time by
the Company in respect of each Bid Loan and each Committed Loan to each Bank of
such Loans and the dates on which the Loan Period for each such Loan shall begin
and end. Any such inscription shall be conclusive and binding on the Company and
each Bank, absent manifest or demonstrable error; provided that failure to make
any such inscription, or any error in such inscription, shall not affect any of
the Company's obligations in respect of

                                Credit Agreement
<PAGE>

                                      -43-

the applicable Loans. The inscription in the Register of the principal amount
owing from time to time by the Company in respect of each Loan shall constitute
an unconditional and irrevocable covenant by the Company in favor of the Person
whose name is so inscribed as the Bank in respect of such Loan that the Company
will make all payments of principal and interest in respect of the Loan in
accordance with this Agreement, make all other payments required by this
Agreement to be made by it in respect of such Loan and otherwise perform all of
its obligations under this Agreement in full and by the due date.

            (c) Each Bank shall record on its internal records the amount of
each Loan made by it and each payment in respect thereof; provided that in the
event of any inconsistency between the Register and any Bank's records, the
inscriptions in the Register shall govern, absent manifest or demonstrable
error.

            (d) If so requested by any Bank by written notice to the Company
(with a copy to Agent) at least two Business Days prior to the Closing Date or
at any time thereafter, the Company shall execute and deliver to such Bank
(and/or, if so specified in such notice, any Person who is an assignee of such
Bank pursuant to Section 13.4.1 hereof) promptly after receipt of such notice, a
Bid Note or Committed Note, as applicable, substantially in the form of Exhibit
D or Exhibit E hereto, respectively.

            SECTION 13. GENERAL.

            Section 13.1. Waiver; Amendments. No delay on the part of the Agent,
any Bank, or the holder of any Loan in the exercise of any right, power or
remedy shall operate as a waiver thereof, nor shall any single or partial
exercise by any of them of any right, power or remedy preclude other or further
exercise thereof, or the exercise of any other right, power or remedy. No
amendment, modification or waiver of, or consent with respect to, any provision
of this Agreement or the Notes shall in any event be effective unless the same
shall be in writing and signed and delivered by the Agent and by Banks having an
aggregate Percentage of not less than the aggregate Percentage expressly
designated herein with respect thereto or, in the absence of such designation as
to any provision of this Agreement or the Notes, by the Required Banks, and then
any amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. No amendment,
modification, waiver or consent (i) shall extend (other than in accordance with
Section 13.8(a)) or increase the amount of the Commitments, extend the maturity
of any Commitment or Loan, change the definition of "Required Banks" or
"Percentage" in Section 1, amend or modify Section 4.1, or change any of the
defined terms used in Section 4.1, amend or modify Section 4.4, Section 4.5,
Section 4.7, Section 6.2(a), Section 11.1.1, Section 11.1.8, or this Section
13.1 or otherwise change the aggregate Percentage required to effect an
amendment, modification, waiver or consent without the written consent of all
Banks, (ii) shall modify or waive any of the conditions precedent specified in
Section 10.1 (or Section 5.3 in connection with the exercise of the Term-Out
Option) for the making of any Loan without the written consent of the Bank which
is to make such Loan or (iii) shall extend the scheduled maturity or reduce the
principal amount of, or rate of interest on, reduce or waive any fee hereunder
or extend the due date for or waive any amount payable under, any Loan without
the written consent of the holder of the Commitment or Loan adversely affected
thereby. Amendments, modifications, waivers and consents of the type described
in clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes
may be effected

                                Credit Agreement
<PAGE>

                                      -44-

with the written consent of the holder of such Bid Loans or Bid Notes and no
consent of any other Bank or other holder shall be required in connection
therewith. No provisions of Section 12 shall be amended, modified or waived
without the Agent's written consent.

            Section 13.2. Notices.

            (a) Subject to paragraphs (b) through (f) of this Section, all
notices, requests and demands to or upon the respective parties hereto to be
effective shall be either (x) in writing (including by telecopy, encrypted or
unencrypted) or (y) as and to the extent set forth in Section 13.2(b) and in the
proviso to this Section 13.2(a) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered or, in the case
of telecopy or e-mail notice, when received, addressed to the Company, the Agent
or such Bank (or other holder) at its address shown across from its name on
Schedule III hereto or at such other address as it may, by written notice
received by the other parties to this Agreement, have designated as its address
for such purpose; provided, that notices hereunder shall not be given or made to
the Company by e-mail; provided, further, that any notice, request or demand to
or upon the Agent or the Banks pursuant to Sections 2.2(a), 3.2(a) or 5.2 shall
not be effective until received.

            (b) The Company hereby agrees that, unless otherwise requested by
the Agent, it will provide to the Agent all information, documents and other
materials that it is obligated to furnish to the Agent pursuant to this
Agreement, including, without limitation, all notices, requests, financial
statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) relates to a request
for a new, or a conversion of an existing, borrowing or other extension of
credit (including any election of an interest rate or interest period relating
thereto), (ii) relates to the payment of any principal or other amount due under
this Agreement prior to the scheduled date therefor, (iii) provides notice of
any Unmatured Event of Default or Event of Default under this Agreement, (iv) is
required to be delivered to satisfy any condition precedent to the effectiveness
of this Agreement and/or any borrowing or other extension of credit hereunder or
(v) initiates or responds to legal process (all such non-excluded information
being referred to herein collectively as the "Communications") by transmitting
the Communications in an electronic/soft medium (with such Communications to
contain any required signatures) in a format acceptable to the Agent to
oploanswebadmin@citigroup.com (or such other e-mail address designated by the
Agent from time to time); provided that if requested in writing by any Bank, the
Company will provide to such Bank a hard copy of its financial statements
required to be provided hereunder.

            (c) Each party hereto agrees that the Agent may make the
Communications available to the Banks by posting the Communications on
IntraLinks or another relevant website, if any, to which each Bank and the Agent
have access (whether a commercial, third-party website or whether sponsored by
the Agent) (the "Platform"). Nothing in this Section 13.2 shall prejudice the
right of the Agent to make the Communications available to the Banks in any
other manner specified in this Agreement.

            (d) The Company hereby acknowledges that certain of the Banks may be
"public-side" Banks (i.e., Banks that do not wish to receive material non-public
information with respect

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<PAGE>

                                      -45-

to the Company or its securities) (each, a "Public Bank"). The Borrower hereby
agrees that (i) Communications that are to be made available on the Platform to
Public Banks shall be clearly and conspicuously marked "PUBLIC" which, at a
minimum, shall mean that the word "PUBLIC" shall appear prominently on the first
page thereof, (ii) by marking Communications "PUBLIC," the Company shall be
deemed to have authorized the Agent and the Banks to treat such Communications
as either publicly available information or not material information (although
it may be sensitive and proprietary) with respect to the Company or its
securities for purposes of United States Federal and state securities laws,
(iii) all Communications marked "PUBLIC" are permitted to be made available
through a portion of the Platform designated "Public Bank," and (iv) the Agent
shall be entitled to treat any Communications that are not marked "PUBLIC" as
being suitable only for posting on a portion of the Platform not designated
"Public Bank."

            (e) Each Bank agrees that e-mail notice to it (at the address
provided pursuant to the next sentence and deemed delivered as provided in the
next paragraph) specifying that Communications have been posted to the Platform
shall constitute effective delivery of such Communications to such Bank for
purposes of this Agreement. Each Bank agrees (i) to notify the Agent in writing
(including by electronic communication) from time to time to ensure that the
Agent has on record an effective e-mail address for such Bank to which the
foregoing notice may be sent by electronic transmission and (ii) that the
foregoing notice may be sent to such e-mail address.

            (f) Each party hereto acknowledges that (i) the distribution of
material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution, (ii) the
Platform is provided "as is" and "as available," (iii) none of the Agent, its
affiliates nor any of their respective officers, directors, employees, agents,
advisors or representatives (collectively, the "Citigroup Parties") warrants the
adequacy, accuracy or completeness of the Communications or the Platform , and
each Citigroup Party expressly disclaims liability for errors or omissions in
any Communications or the Platform, and (iv) no warranty of any kind, express,
implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by any
Citigroup Party in connection with any Communications or the Platform.

            Section 13.3. Computations. Where the character or amount of any
asset or liability or item of income or expense is required to be determined, or
any consolidation or other accounting computation is required to be made, for
the purpose of this Agreement, such determination or calculation shall, at any
time and to the extent applicable and except as otherwise specified in this
Agreement, be made in accordance with generally accepted accounting principles
in the United States of America applied on a basis consistent with those in
effect as at the date of the Company's audited financial statements referred to
in Section 8.4. If there should be any material change in generally accepted
accounting principles in the United States of America after the date hereof
which materially affects the financial covenants in this Agreement, the parties
hereto agree to negotiate in good faith appropriate revisions of such covenants
(it being understood, however, that such covenants shall remain in full force
and effect in accordance with their existing terms pending the execution by the
Company and the Required Banks of any such amendment).

                                Credit Agreement
<PAGE>

                                      -46-

            Section 13.4. Assignments; Participations. Each Bank may assign, or
sell participations in, its Loans and its Commitment to one or more other
Persons in accordance with this Section 13.4 (and the Company consents to the
disclosure of any information obtained by any Bank in connection herewith to any
actual or prospective Assignee or Participant).

            Section 13.4.1. Assignments. Any Bank may with the written consents
of the Company and the Agent (which consents will not be unreasonably withheld
or delayed) at any time assign and delegate to one or more Eligible Assignees
(any Person to whom an assignment and delegation is made being herein called an
"Assignee") all or any fraction of such Bank's Loans and Commitment (which
assignment and delegation shall be of a constant, and not a varying, percentage
of such assigning Bank's Loans and Commitment); each such assignment of a Bank's
Commitment shall be in the minimum amount of $10,000,000 or in integral
multiples of $1,000,000 in excess thereof; provided, that any such Assignee will
comply, if applicable, with the provisions contained in the first sentence of
Section 6.4(b) and in Section 6.4(c), Section 6.4(d), Section 6.4(e) and Section
6.4(g) and shall be deemed to have made, on the date of the effectiveness of
such assignment and delegation, the representation and warranty set forth in the
second sentence of Section 6.4(b); and provided, further, that the Company and
the Agent shall be entitled to continue to deal solely and directly with such
assigning Bank in connection with the interests so assigned and delegated to an
Assignee until such assigning Bank and/or such Assignee shall have:

                  (i) given written notice of such assignment and delegation,
            together with payment instructions, addresses and related
            information with respect to such Assignee, substantially in the form
            of Exhibit I, to the Company and the Agent;

                  (ii) provided evidence satisfactory to the Company and the
            Agent that, as of the date of such assignment and delegation, the
            Company will not be required to pay any costs, fees, taxes or other
            amounts of any kind or nature with respect to the interest assigned
            in excess of those payable by the Company with respect to such
            interest prior to such assignment;

                  (iii) paid to the Agent for the account of the Agent a
            processing fee of $3,500; and

                  (iv) provided to the Agent evidence reasonably satisfactory to
            the Agent that the assigning Bank has complied with the provisions
            of the last sentence of Section 12.6.

Upon receipt of the foregoing items and the consents of the Company and the
Agent, (x) the Assignee shall be deemed automatically to have become a party
hereto and, to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee, such Assignee shall have the rights and
obligations of a Bank hereunder and under the other instruments and documents
executed in connection herewith and (y) the assigning Bank, to the extent that
rights and obligations hereunder have been assigned and delegated by it, shall
be released from its obligations hereunder. The Agent may from time to time (and
upon the request

                                Credit Agreement
<PAGE>

                                      -47-

of the Company or any Bank after any change therein shall) distribute a revised
Schedule I indicating any changes in the Banks party hereto or the respective
Percentages of such Banks and update the Register. Within five Business Days
after the Company's receipt of notice from the Agent of the effectiveness of any
such assignment and delegation, if requested by the Assignee in accordance with
Section 12.9, the Company shall execute and deliver to the Agent (for delivery
to the relevant Assignee) new Notes in favor of such Assignee and, if the
assigning Bank has retained Loans and a Commitment hereunder and if so requested
by such Bank in accordance with Section 12.9, replacement Notes in favor of the
assigning Bank (such Notes to be in exchange for, but not in payment of, the
Notes previously held by such assigning Bank). Each such Note shall be dated the
date of the predecessor Notes. The assigning Bank shall promptly mark the
predecessor Notes, if any, "exchanged" and deliver them to the Company. Any
attempted assignment and delegation not made in accordance with this Section
13.4.1 shall be null and void.

      The foregoing consent requirement shall not be applicable in the case of,
and this Section 13.4.1 shall not restrict, any assignment or other transfer by
any Bank of all or any portion of such Bank's Loans or Commitment to (i) any
Federal Reserve Bank (provided, that such Federal Reserve Bank shall not be
considered a "Bank" for purposes of this Agreement) or (ii) any Affiliate of
such Bank (provided, that the assigning or transferring Bank shall give notice
of such assignment or transfer to the Agent and the Company). Further, the
foregoing consent requirement of the Company shall not be applicable if an Event
of Default has occurred and is continuing.

      The Company, each Bank, and each Assignee acknowledge and agree that after
receipt by the Agent of the items and consents required by this Section each
Assignee shall be considered a Bank for all purposes of this Agreement
(including without limitation Sections 6.4, 7.1, 7.4, 13.5 and 13.6) and by its
acceptance of an assignment herein, each Assignee agrees to be bound by the
provisions of this Agreement (including without limitation Section 6.4).

            Section 13.4.2. Participations. Any Bank may at any time sell to one
or more commercial banks or other Persons (any such commercial bank or other
Person being herein called a "Participant") participating interests in any of
its Loans, its Commitment or any other interest of such Bank hereunder;
provided, however, that

            (a) no participation contemplated in this Section 13.4.2 shall
      relieve such Bank from its Commitment or its other obligations hereunder;

            (b) such Bank shall remain solely responsible for the performance of
      its Commitment and such other obligations hereunder and such Bank shall
      retain the sole right and responsibility to enforce the obligations of the
      Company hereunder, including the right to approve any amendment,
      modification or waiver of any provision of this Agreement (subject to
      Section 13.4.2(d) below);

            (c) the Company and the Agent shall continue to deal solely and
      directly with such Bank in connection with such Bank's rights and
      obligations under this Agreement;

                                Credit Agreement
<PAGE>

                                      -48-

            (d) no Participant, unless such Participant is an Affiliate of such
      Bank, or is itself a Bank, shall be entitled to require such Bank to take
      or refrain from taking any action hereunder, except that such Bank may
      agree with any Participant that such Bank will not, without such
      Participant's consent, take any actions of the type described in the third
      sentence of Section 13.1;

            (e) the Company shall not be required to pay any amount under
      Sections 4.1, 6.4 or 7.1 that is greater than the amount which the Company
      would have been required to pay had no participating interest been sold;

            (f) no Participant may further participate any interest in any
      Committed Loan (and each participation agreement shall contain a
      restriction to such effect);

            (g) to the extent permitted by applicable law, each Participant
      shall be considered a Bank for purposes of Section 6.4, Section 7.1,
      Section 7.4, Section 13.5 and Section 13.6 and by its acceptance of a
      participating interest in any Loan, Commitment or any other interest of a
      Bank hereunder, each Participant agrees (i) that it is bound by, and
      agrees to deliver all documentation required under, the provisions of
      Section 6.2(b) and Section 6.4 as if such Participant were a Bank, and
      (ii) it is not entitled to any benefits under Section 6.4 or Section 7.1
      unless it is in full compliance with all requirements imposed on Banks
      under any of those Sections; and

            (h) such Bank shall have provided to the Agent evidence reasonably
      satisfactory to the Agent that such Bank has complied with the provisions
      of the last sentence of Section 12.6.

      Any Bank (a "Granting Bank") may grant to a special purpose funding
vehicle organized under the laws of the United States of America or any State
thereof (a "SPV") of such Granting Bank, identified as such in writing from time
to time by the Granting Bank to the Agent and the Company, the option to provide
to the Company all or any part of its Loans that such Granting Bank would
otherwise be obligated to make to the Company pursuant to this Agreement;
provided, that (i) such SPV shall be deemed to be a Participant for purposes of
this Section 13.4.2, (ii) nothing herein shall constitute a commitment by any
SPV to make any Loan, (iii) if a SPV elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank shall
be obligated to make such Loan pursuant to the terms hereof and (iv) the Company
shall not be required to pay any amount under Sections 13.5 or 13.6 that is
greater than the amount which the Company would have been required to pay had
such SPV not provided the Company with any part of any Loan of such Granting
Bank. The making of a Loan by a SPV hereunder shall utilize the Commitment of
the Granting Bank to the same extent, and as if, such Loan were made by such
Granting Bank. Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or similar payment obligation under this Agreement (any indemnity,
liability or other payment obligation, including but not limited to any tax
liabilities that occur by reason of such funding by the SPV, shall remain the
obligation of the Granting Bank). In furtherance of the foregoing, each party
hereto agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPV, it

                                Credit Agreement
<PAGE>

                                      -49-

will not institute against, or join any other Person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything contrary contained in this Section 13.4.2,
any SPV may (i) with notice to, but without the prior written consent of, the
Company and the Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank providing
liquidity and/or credit support to or for the account of such SPV to support the
funding or maintenance of Loans and (ii) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPV. This paragraph may not be amended without the written
consent of any SPV at the time holding all or any part of any Loans under this
Agreement (which consent shall not be unreasonably withheld or delayed).

            Section 13.5. Costs, Expenses and Taxes. The Company agrees to pay
on demand (a) all reasonable out-of-pocket costs and expenses of the Agent
(including the reasonable fees and out-of-pocket expenses of counsel for the
Agent (and of local counsel, if any, who may be retained by said counsel)), in
connection with the preparation, execution, delivery and administration of this
Agreement, the Notes and all other instruments or documents provided for herein
or delivered or to be delivered hereunder or in connection herewith and (b) all
out-of-pocket costs and expenses (including reasonable attorneys' fees and legal
expenses and allocated costs of staff counsel) incurred by the Agent and each
Bank in connection with the enforcement of this Agreement, the Notes or any such
other instruments or documents. Each Bank agrees to reimburse the Agent for such
Bank's pro rata share (based upon its respective Percentage, determined at the
time such reimbursement is sought) of any such costs or expenses incurred by the
Agent on behalf of all the Banks and not paid by the Company other than any fees
and out-of-pocket expenses of counsel for the Agent which exceed the amount
which the Company has agreed with the Agent to reimburse. In addition, the
Company agrees to pay, and to hold the Agent and the Banks harmless from all
liability for, any stamp or other Taxes which may be payable in connection with
the execution and delivery of this Agreement, the borrowings hereunder, the
issuance of the Notes (if any) or the execution and delivery of any other
instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith. All obligations provided for in this
Section 13.5 shall survive repayment of the Loans, cancellation of the Notes or
any termination of this Agreement.

            Section 13.6. Indemnification. In consideration of the execution and
delivery of this Agreement by the Agent and the Banks, the Company hereby agrees
to indemnify, exonerate and hold each of the Banks, the Agent, the Affiliates of
each of the Banks and the Agent, and each of the officers, directors, employees
and agents of the Banks, the Agent and the Affiliates of each of the Banks and
the Agent (collectively herein called the "Bank Parties" and individually called
a "Bank Party") free and harmless from and against any and all actions, causes
of action, suits, losses, liabilities, damages and expenses, including, without
limitation, reasonable attorneys' fees and disbursements (collectively herein
called the "Indemnified Liabilities"), incurred by the Bank Parties or any of
them as a result of, or arising out of, or relating to (i) this Agreement, the
Notes (if any) or the Loans or (ii) the direct or indirect use of proceeds of
any of the Loans or any credit extended hereunder, except for any such
Indemnified Liabilities arising on account of such Bank Party's gross negligence
or willful misconduct, and if and to the extent

                                Credit Agreement
<PAGE>

                                      -50-

that the foregoing undertaking may be unenforceable for any reason, the Company
hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law. The Company agrees not to assert any claim against the Bank Parties on any
theory of liability, for consequential, indirect, special or punitive damages
arising out of or otherwise relating to this Agreement and the Notes (if any) or
any of the transactions contemplated hereby or thereby or the actual or proposed
use of the proceeds of the Loans. All obligations provided for in this Section
13.6 shall survive repayment of the Loans, cancellation of the Notes (if any) or
any termination of this Agreement.

            Section 13.7. Regulation U. Each Bank represents that it in good
faith is not relying, either directly or indirectly, upon any margin stock (as
such term is defined in Regulation U promulgated by the Board of Governors of
the Federal Reserve System) as collateral security for the extension or
maintenance by it of any credit provided for in this Agreement.

            Section 13.8. Extension of Termination Dates; Removal of Banks;
Substitution of Banks. (a) Not more than 60 days nor less than 45 days prior to
the then-effective Termination Date, the Company may, at its option, request all
the Banks then party to this Agreement to extend their scheduled Termination
Dates by an additional 364 days, or such shorter period as agreed upon by the
Company and the Agent, by means of a letter, addressed to the Agent (who shall
promptly deliver such letter to each Bank), substantially in the form of Exhibit
J. Each Bank electing (in its sole discretion) so to extend its scheduled
Termination Date shall execute and deliver not earlier than the 30th day nor
later than the 20th day prior to the then-effective Termination Date
counterparts of such letter to the Company and the Agent, who shall notify the
Company, in writing, of the Banks' decisions no later than 15 days prior to the
existing Termination Date, whereupon (unless Banks with an aggregate Percentage
in excess of 25% decline to extend their respective scheduled Termination Dates,
in which event the Agent shall notify all the Banks thereof and no such
extension shall occur) such Bank's scheduled Termination Date shall be extended,
effective only as of the date that is such Bank's then-current scheduled
Termination Date, to the date that is 364 days, or such shorter period as agreed
as provided above, after such Bank's then-current scheduled Termination Date.
Any Bank that declines or fails to respond to the Company's request for such
extension shall be deemed to have not extended its scheduled Termination Date.

            (b) With respect to any Bank (i) on account of which the Company is
required to make any deductions or withholdings or pay any additional amounts,
as contemplated by Section 6.4, (ii) on account of which the Company is required
to pay any additional amounts, as contemplated by Section 7.1, (iii) for which
it is illegal to make a LIBOR Rate Loan, as contemplated by Section 7.3 or (iv)
which has declined to extend such Bank's scheduled Termination Date and Banks
with an aggregate Percentage in excess of 75% have elected to extend their
respective Termination Dates, the Company may in its discretion, upon not less
than 30 days' prior written notice to the Agent and each Bank, remove such Bank
as a party hereto. Each such notice shall specify the date of such removal
(which shall be a Business Day and, if such Bank has any outstanding Bid Loans,
shall (unless otherwise agreed by such Bank) be on or after the last day of the
Loan Period for the Bid Loan of such Bank having the latest maturity date),
which shall thereupon become the scheduled Termination Date for such Bank.

                                Credit Agreement
<PAGE>

                                      -51-

            (c) In the event that any Bank does not extend its scheduled
Termination Date pursuant to subsection (a) above or is the subject of a notice
of removal pursuant to subsection (b) above, then, at any time prior to the
Termination Date for such Bank (a "Terminating Bank"), the Company may, at its
option, arrange to have one or more other Eligible Assignees (which may be a
Bank or Banks, or if not a Bank, shall be acceptable to the Agent (such
acceptance not to be unreasonably withheld or delayed), and each of which shall
herein be called a "Successor Bank") with the approval of the Agent (such
approval not to be unreasonably withheld or delayed) succeed to all or a
percentage of the Terminating Bank's outstanding Loans, if any, and rights under
this Agreement and assume all or a like percentage (as the case may be) of such
Terminating Bank's undertaking to make Loans pursuant hereto and other
obligations hereunder (as if (i) in the case of any Bank electing not to extend
its scheduled Termination Date pursuant to subsection (a) above, such Successor
Bank had extended its scheduled Termination Date pursuant to such subsection (a)
and (ii) in the case of any Bank that is the subject of a notice of removal
pursuant to sub-section (b) above, no such notice of removal had been given by
the Company); provided, that prior to replacing any Terminating Bank with any
Successor Bank, the Company shall have given each Bank which has agreed to
extend its Termination Date an opportunity to increase its Commitment by all or
a portion of the Terminating Banks' Commitments. Such succession and assumption
shall be effected by means of one or more agreements supplemental to this
Agreement among the Terminating Bank, the Successor Bank, the Company and the
Agent. On and as of the effective date of each such supplemental agreement (i)
each Successor Bank party thereto shall be and become a Bank for all purposes of
this Agreement and to the same extent as any other Bank hereunder and shall be
bound by and entitled to the benefits of this Agreement in the same manner as
any other Bank and (ii) the Company agrees to pay to the Agent for the account
of the Agent a processing fee of $2,500 for each such Successor Bank which is
not a Bank.

            (d) On the Termination Date for any Terminating Bank, such
Terminating Bank's Commitment shall terminate and the Company shall pay in full
all of such Terminating Bank's Loans (except to the extent assigned pursuant to
subsection (c) above) and all other amounts payable to such Bank hereunder
(including any amounts payable pursuant to Section 7.4 on account of such
payment); provided, that if an Event of Default or Unmatured Event of Default
exists on the date scheduled as any Terminating Bank's Termination Date, payment
of such Terminating Bank's Loans shall be postponed to (and, for purposes of
calculating facility fees under Section 4.4, utilization fees under Section 4.5
and determining the Required Banks (except as provided below), but for no other
purpose, such Terminating Bank's Commitment shall continue until) the first
Business Day thereafter on which (i) no Event of Default or Unmatured Event of
Default exists (without regard to any waiver or amendment that makes this
Agreement less restrictive for the Company, other than as described in clause
(ii) below) or (ii) the Required Banks (which for purposes of this subsection
(d) shall be determined based upon the respective Percentages and aggregate
Commitments of all Banks other than any Terminating Bank whose scheduled
Termination Date has been extended pursuant to this proviso) waive or amend the
provisions of this Agreement to cure all existing Events of Default or Unmatured
Events of Default or agree to permit any borrowing hereunder notwithstanding the
existence of any such event. In the event that CUSA or its Affiliates shall
become a Terminating Bank, the Required Banks with the consent of the Company
(which consent shall not be unreasonably withheld or

                                Credit Agreement
<PAGE>

                                      -52-

delayed) shall appoint another Bank or other Person as Agent, which shall have
all of the rights and obligations of the Agent upon the effective date of and
pursuant to an agreement supplemental hereto among the Company and the Banks,
and thereupon CUSA, as Agent, shall be relieved from its obligations as Agent
hereunder, it being understood that the provisions of Section 12 shall inure to
the benefit of CUSA as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no such successor Agent shall be appointed
within 30 days of the Termination Date of the Agent, then the Agent shall, on
behalf of the Banks, appoint a successor Agent in accordance with the provisions
set forth in Section 12.8 for a resigning Agent.

            (e) To the extent that all or a portion of any Terminating Bank's
obligations are not assumed pursuant to subsection (c) above, the Aggregate
Commitment shall be reduced on the applicable Termination Date and each Bank's
percentage of the reduced Aggregate Commitment shall be revised pro rata to
reflect such Terminating Bank's absence. The Agent shall distribute a revised
Schedule I indicating such revisions promptly after the applicable Termination
Date and update the Register accordingly. Such revised Schedule I shall be
deemed conclusive in the absence of demonstrable error.

            (f) The Agent agrees to use reasonable commercial efforts to assist
the Company in locating one or more commercial banks or other financial
institutions to replace any Terminating Bank prior to such Terminating Bank's
Termination Date.

            Section 13.9. Captions. Section captions used in this Agreement are
for convenience only and shall not affect the construction of this Agreement.

            Section 13.10. Governing Law; Severability. THIS AGREEMENT AND EACH
NOTE SHALL BE A CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK. All obligations of the Company and the
rights of the Agent, the Banks and any other holders of the Loans expressed
herein or in the Notes (if any) shall be in addition to and not in limitation of
those provided by applicable law. Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

            Section 13.11. Counterparts; Effectiveness. This Agreement may be
executed in any number of counterparts and by the different parties on separate
counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Agreement.
When counterparts of this Agreement executed by each party shall have been
lodged with the Agent (or, in the case of any Bank as to which an executed
counterpart shall not have been so lodged, the Agent shall have received
facsimile or other written confirmation of execution of a counterpart hereof by
such Bank), this Agreement shall become effective as of the date hereof and the
Agent shall so inform all of the parties hereto.

            Section 13.12. Further Assurances. The Company agrees to do such
other acts

                                Credit Agreement
<PAGE>

                                      -53-

and things, and to deliver to the Agent and each Bank such additional
agreements, powers and instruments, as the Agent or any Bank may reasonably
require or deem advisable to carry into effect the purposes of this Agreement or
to better assure and confirm unto the Agent and each Bank their respective
rights, powers and remedies hereunder.

            Section 13.13. Successors and Assigns. This Agreement shall be
binding upon the Company, the Banks and the Agent and their respective
successors and assigns, and shall inure to the benefit of the Company, the Banks
and the Agent and the respective successors and assigns of the Banks and the
Agent. The Company may not assign any of its rights or delegate any of its
duties under this Agreement without the prior written consent of all of the
Banks.

            Section 13.14. Waiver of Jury Trial. THE COMPANY, THE AGENT AND EACH
BANK HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

            Section 13.15. No Fiduciary Relationship. The Company acknowledges
that neither the Agent nor any Bank has any fiduciary relationship with, or
fiduciary duty to, the Company arising out of or in connection with this
Agreement, the Notes (if any) or the transactions contemplated hereby, and the
relationship between the Agent and the Banks, on the one hand, and the Company,
on the other, in connection herewith or therewith is solely that of creditor and
debtor. This Agreement does not create a joint venture among the parties.

            Section 13.16. USA PATRIOT Act. Each Bank hereby notifies the
Company that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required
to obtain, verify and record information that identifies the Company, which
information includes the name and address of the Company and other information
that will allow such Bank to identify the Company in accordance with the Act.

                                Credit Agreement
<PAGE>

                                      -54-

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                             INTERNATIONAL LEASE FINANCE
                               CORPORATION

                             By: /s/ Alan H. Lund
                                 ----------------------------------------------
                                 Name:  Alan H. Lund
                                 Title: Chief Financial Officer

                             By: /s/ Pamela S. Hendry
                                 ----------------------------------------------
                                 Name:  Pamela S. Hendry
                                 Title: Vice President and Treasurer

                                Credit Agreement
<PAGE>

                                      -55-
                             AGENT

                             CITICORP USA, INC.

                             By: /s/ Peter C. Bickford
                                ----------------------------------------------
                                Name: Peter C. Bickford
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -56-

                             BANKS

                             CITICORP USA, INC.

                             By: /s/ Peter C. Bickford
                                ----------------------------------------------
                                Name: Peter C. Bickford
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -57-

                             BANK OF AMERICA, N.A.

                             By: /s/ Shelly K. Harper
                                ----------------------------------------------
                                Name: Shelly K. Harper
                                Title: Principal

                                Credit Agreement
<PAGE>

                                      -58-

                             CREDIT SUISSE FIRST BOSTON, Acting
                             Through its Cayman Islands Branch

                             By: /s/ Jay Chall
                                ----------------------------------------------
                                Name: Jay Chall
                                Title: Director

                             By: /s/ Karim Blasetti
                                ----------------------------------------------
                                Name: Karim Blasetti
                                Title: Associate

                                Credit Agreement
<PAGE>

                                      -59-

                             THE GOVERNOR AND COMPANY OF
                             THE BANK OF SCOTLAND

                             By: /s/ Robert Buck
                                ----------------------------------------------
                                Name: Robert Buck
                                Title: Director Aircraft Finance

                                Credit Agreement
<PAGE>

                                      -60-

                             JPMORGAN CHASE BANK

                             By: /s/ Matthew H. Massie
                                ----------------------------------------------
                                Name: Matthew H. Massie
                                Title: Managing Director

                                Credit Agreement
<PAGE>

                                      -61-

                             HSBC BANK USA, NATIONAL ASSOCIATION

                             By: /s/ Kenneth J. Johnson
                                ----------------------------------------------
                                Name: Kenneth J. Johnson
                                Title: Senior Vice President

                                Credit Agreement
<PAGE>

                                      -62-

                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                             NEW YORK BRANCH

                             By: /s/ Chimie T. Pemba
                                ----------------------------------------------
                                Name: Chimie T. Pemba
                                Title: Authorized Signatory

                                Credit Agreement
<PAGE>

                                      -63-

                             ABN AMRO BANK N.V.

                             By: /s/ Neil R. Stein
                                ----------------------------------------------
                                Name: Neil R. Stein
                                Title: Group Vice President

                             By: /s/ Michael DeMarco
                                ----------------------------------------------
                                Name: Michael DeMarco
                                Title: Assistant Vice President

                                Credit Agreement
<PAGE>

                                      -64-

                             SOCIETE GENERALE

                             By: /s/ Carol Radice
                                ----------------------------------------------
                                Name: Carol Radice
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -65-

                             MERRILL LYNCH BANK USA

                             By: /s/ Louis Alder
                                ----------------------------------------------
                                Name: Louis Alder
                                Title: Director

                                Credit Agreement
<PAGE>

                                      -66-

                             BARCLAYS BANK PLC

                             By: /s/ Alison A.  McGuigan
                                ----------------------------------------------
                                Name: Alison A. McGuigan
                                Title: Associate Director

                                Credit Agreement
<PAGE>

                                      -67-

                             DEUTSCHE BANK AG NEW YORK BRANCH

                             By: /s/ Ruth Leung
                                ----------------------------------------------
                                Name: Ruth Leung
                                Title: Director

                             By: /s/ Richard Herder
                                ----------------------------------------------
                                Name: Richard Herder
                                Title: Managing Director

                                Credit Agreement
<PAGE>

                                      -68-

                             LEHMAN BROTHERS BANK, FSB

                             By: /s/ Gary T. Taylor
                                ----------------------------------------------
                                Name: Gary T. Taylor
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -69-

                             UBS LOAN FINANCE LLC

                             By: /s/ Joselin Fernandes
                                ----------------------------------------------
                                Name: Joselin Fernandes
                                Title: Associate Director
                                       Banking Products Services, US

                             By: /s/ Doris Mesa
                                ----------------------------------------------
                                Name: Doris Mesa
                                Title: Associate Director
                                       Banking Products Services, US

                                Credit Agreement
<PAGE>

                                      -70-

                             BANCO SANTANDER CENTRAL HISPANO, S.A.

                             By: /s/ Jorge A. Saavedra
                                ----------------------------------------------
                                Name: Jorge A. Saavedra
                                Title: Vice President

                             By: /s/ Jesus Lopez
                                ----------------------------------------------
                                Name: Jesus Lopez
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -71-

                             WACHOVIA BANK, N.A.

                             By: /s/ Grainne Pergolini
                                ----------------------------------------------
                                Name: Grainne Pergolini
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -72-

                             BNP PARIBAS

                             By: /s/ Marguerite L. Lebon
                                ----------------------------------------------
                                Name: Marguerite L. Lebon
                                Title: Vice President

                             By: /s/ Joshua Landau
                                ----------------------------------------------
                                Name: Joshua Landau
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -73-

                             THE BANK OF NOVA SCOTIA

                             By: /s/ Brian S. Allen
                                ----------------------------------------------
                                Name: Brian S. Allen
                                Title: Managing Director

                                Credit Agreement
<PAGE>

                                      -74-

                             SUMITOMO MITSUI BANKING CORPORATION

                             By: /s/ Yasuhiko Imai
                                ----------------------------------------------
                                Name: Yasuhiko Imai
                                Title: Senior Vice President

                                Credit Agreement
<PAGE>

                                      -75-

                             COMMERZBANK AG, NEW YORK AND
                             GRAND CAYMAN BRANCHES

                             By: /s/ Christian Jagenberg
                                ----------------------------------------------
                                Name: Christian Jagenberg
                                Title: SVP and Manager

                             By: /s/ Yangling J. Si
                                ----------------------------------------------
                                Name: Yangling J. Si
                                Title: AVP

                                Credit Agreement
<PAGE>

                                      -76-

                             CAJA MADRID

                             By: /s/ Miguel de las Barcenas
                                ----------------------------------------------
                                Name: Miguel de las Barcenas
                                Title: Head of Industrialized Markets

                             By: /s/ Ana Martin Lareu
                                ----------------------------------------------
                                Name: Ana Martin Lareu
                                Title: Head of Intl Origination and Syndications

                                Credit Agreement
<PAGE>

                                      -77-

                             LLOYDS TSB BANK PLC

                             By: /s/ James M. Rudd
                                --------------------------------------
                                Name: James M. Rudd
                                Title: Vice President
                                       Financial Institutions
                                                R091

                             By: /s/ Candice Beato
                                ----------------------------------------------
                                Name: Candice Beato
                                Title: Assistant Vice President
                                       Financial Institutions, USA
                                                   B059

                                Credit Agreement
<PAGE>

                                      -78-

                             MIZUHO CORPORATE BANK, LTD.

                             By: /s/ Robert Gallagher
                                ----------------------------------------------
                                Name: Robert Gallagher
                                Title: Senior Vice President

                                Credit Agreement
<PAGE>

                                      -79-

                             THE BANK OF NEW YORK

                             By: /s/ Lizanne T. Eberle
                                ----------------------------------------------
                                Name: Lizanne T. Eberle
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -80-

                             SVENSKA HANDELSBANKEN

                             By: /s/ H.N. Bacon
                                ----------------------------------------------
                                Name: H.N. Bacon
                                Title: Senior Vice President

                             By: /s/ Niclas Fjalltoft
                                ----------------------------------------------
                                Name: Niclas Fjalltoft
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -81-

                             UFJ BANK LIMITED

                             By: /s/ Stephen C. Small
                                ----------------------------------------------
                                Name: Stephen C. Small
                                Title: Senior Vice President

                                Credit Agreement
<PAGE>

                                      -82-

                             HARRIS NESBITT FINANCING, INC.

                             By: /s/ Mary Ellen Weihmuller
                                ----------------------------------------------
                                Name: Mary Ellen Weihmuller
                                Title: Vice President

                                Credit Agreement
<PAGE>

                                      -83-

                             ROYAL BANK OF CANADA

                             By: /s/ Gabriella King
                                ----------------------------------------------
                                Name: Gabriella King
                                Title: Senior Manager

                                Credit Agreement
<PAGE>

                                      -84-

                             SANPAOLO IMI S.P.A.

                             By: /s/ Renato Carducci
                                ----------------------------------------------
                                Name: Renato Carducci
                                Title: G.M.

                             By: /s/ Robert Wurster
                                ----------------------------------------------
                                Name: Robert Wurster
                                Title: S.V.P.

                                Credit Agreement

<PAGE>

                                      -85-

                             STANDARD CHARTERED BANK

                             By: /s/ Robert Gilbert
                                ----------------------------------------------
                                Name: Robert Gilbert
                                Title: Senior Vice President

                             By: /s/ Robert Reddington
                                ----------------------------------------------
                                Name: Robert Reddington
                                Title: Assistant Vice President

                                Credit Agreement

<PAGE>

                                   Schedule I

                                Schedule of Banks

<TABLE>
<CAPTION>
BANK                                                               COMMITMENT
----                                                               ----------
<S>                                                                <C>
Citicorp USA, Inc.                                                 $240,000,000
Bank of America, N.A.                                              $220,000,000
Credit Suisse First Boston                                         $220,000,000
The Governor and Company of The Bank of Scotland                   $220,000,000
JPMorgan Chase Bank                                                $220,000,000
HSBC Bank USA, National Association                                $220,000,000
The Bank of Tokyo-Mitsubishi, Ltd., New York Branch                $170,000,000
ABN AMRO Bank N.V.                                                 $170,000,000
Societe Generale                                                   $170,000,000
Merrill Lynch Bank USA                                             $170,000,000
Barclays Bank PLC                                                  $170,000,000
Deutsche Bank AG New York Branch                                   $170,000,000
Lehman Brothers Bank, FSB                                          $170,000,000
UBS Loan Finance LLC                                               $170,000,000
Banco Santander Central Hispano, S.A.                              $170,000,000
Wachovia Bank, N.A.                                                $170,000,000
BNP Paribas                                                        $170,000,000
The Bank of Nova Scotia                                            $133,333,334
Sumitomo Mitsui Banking Corporation                                $133,333,334
Commerzbank AG                                                     $133,333,334
Caja Madrid                                                        $ 83,333,333
Lloyds TSB Bank plc                                                $ 66,666,667
Mizuho Corporate Bank, Ltd.                                        $ 33,333,333
The Bank of New York                                               $ 33,333,333
Svenska Handelsbanken                                              $ 33,333,333
UFJ Bank Limited                                                   $ 33,333,333
Harris Nesbitt Financing, Inc.                                     $ 33,333,333
Royal Bank of Canada                                               $ 33,333,333
SanPaolo IMI S.p.A.                                                $ 23,333,333
Standard Chartered Bank                                            $ 16,666,667
</TABLE>

                                   Schedule I

<PAGE>

                                   Schedule II

                                Fees and Margins
                                (in basis points)

<TABLE>
<CAPTION>
                                  Level I        Level II     Level III    Level IV      Level V      Level VI
                                  Pricing        Pricing       Pricing      Pricing      Pricing      Pricing
                                  -------        -------       -------      -------      -------      -------
<S>                              <C>           <C>           <C>          <C>           <C>          <C>
Facility Fee                          7.0            8.0            9.0        10.0          12.5          17.5

Margins:

 on LIBOR Rate Loans
 (other than Term Loans)              8.0           17.0           26.0        35.0          47.5          57.5

 on Base Rate Loans                   0.0            0.00           0.0         0.0           0.0           0.0

 Competitive Bid Option          As bid by      As bid by    As bid by    As bid by     As bid by    As bid by
                                 the Banks      the Banks    the Banks    the Banks     the Banks    the Banks

Utilization Fee Rate:

   In excess of 33.33%                5.0             5.0           5.0         5.0           5.0          10.0

Drawn Pricing Under the
Term-Out Option
 (if LIBOR Rate Loans)               35.0            45.0          55.0        70.0          85.0         110.0
</TABLE>

      For purposes of this Schedule, the following terms have the following
meanings:

                  "Level I Pricing" means the pricing during any period during
      which the Company's long-term senior unsecured debt is rated AA or higher
      by S&P or Aa2 or higher by Moody's.

                                   Schedule II

<PAGE>

                  "Level II Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated AA- or
      higher by S&P or Aa3 or higher by Moody's and (ii) Level I Pricing does
      not apply.

                  "Level III Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A+ or
      higher by S&P or A1 or higher by Moody's and (ii) neither Level I Pricing
      nor Level II Pricing applies.

                  "Level IV Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A or
      higher by S&P or A2 or higher by Moody's and (ii) none of Level I Pricing,
      Level II Pricing and Level III Pricing applies.

                  "Level V Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A- or
      higher by S&P or A3 or higher by Moody's and (ii) none of Level I Pricing,
      Level II Pricing, Level III Pricing and Level IV Pricing applies.

                  "Level VI Pricing" means the pricing during any period during
      which no other Pricing Level applies.

                  "Moody's" means Moody's Investors Service, Inc. or any
      successor corporation thereto.

                  "Pricing Level" means Level I Pricing, Level II Pricing, Level
      III Pricing, Level IV Pricing, Level V Pricing and Level VI Pricing.

                  "S & P" means Standard & Poor's Ratings, a division of McGraw
      Hill, Inc., or any successor corporation thereto.

            Any change in fees or margins by reason of a change in S&P's rating
or Moody's rating shall become effective on the date of announcement or
publication by the respective rating agencies of a change in such rating or, in
the absence of such announcement or publication, on the effective date of such
changed rating.

            If S&P's rating and Moody's rating differ by more than one rating
level, then the applicable Pricing Level shall be one rating level higher than
the Pricing Level resulting from the application of the lower of such ratings.

                                   Schedule II

<PAGE>

                                  Schedule III

                               Address for Notices

<TABLE>
<CAPTION>
PARTY                                   ADDRESS FOR NOTICES
-----                                   -------------------
<S>                                     <C>
Company                                 Pamela S. Hendry
                                        10250 Constellation Blvd., Suite 3400
                                        Los Angeles, California  90067
                                        Tel:  310-788-1999
                                        Fax:  310-788-1990
                                        Telex:  69-1400 INTERLEAS BVHL

Agent                                   2 Penns Way, Suite 200
                                        New Castle, DE 19720
                                        Tel:  302-894-6005
                                        Fax:  302-894-6120

Citicorp USA, Inc., as Bank             2 Penns Way, Suite 200
                                        New Castle, DE 19720
                                        Tel:  302-894-6005
                                        Fax:  302-894-6120

Bank of America, N.A.                   Shelly Harper
                                        Principal
                                        901 Main St
                                        66th Floor
                                        Dallas, TX 75202
                                        shelly.k.harper@bankofamerica.com
                                        Phone: 214-209-0567
                                        Fax: 214-209-1027

Credit Suisse First Boston, Acting      Ed Markowski
Through its Cayman Islands Branch       Eleven Madison Ave.
                                        New York, NY 10010
                                        Tel: (212)538-3380
                                        Fax: (212)538-6851

The Governor and Company of the         Carl Irvine
Bank of Scotland                        155 Bishopsgate
                                        Level 7
                                        London EC2M 3Y B
                                        Tel: 020 7012 9289
                                        Fax: 020 7012 9455

JPMorgan Chase Bank                     Denise Ramon
                                        1111 Fannin
                                        11th Floor
                                        Houston, TX 77002

HSBC Bank USA, National Association     452 Fifth Avenue, 5th Floor
                                        New York, NY 10018
                                        Attention: Kenneth J. Johnson
                                        Tel: 212 525 2480
</TABLE>

                                  Schedule III

<PAGE>

                                      -2-

<TABLE>
<S>                                     <C>
                                        Fax: 212 525 6856
                                        e-mail: kenneth.j.johnson@us.hsbc.com

The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch

ABN AMRO Bank N.V.

Societe Generale

Merrill Lynch Bank USA                  Frank Stepan
                                        15 West South Temple, Suite 300
                                        Salt Lake City, UT 84101
                                        Tel:     801-526-8316
                                        Fax:     801-531-7470
                                        e-mail: frank_stepan@ml.com

Barclays Bank PLC

Deutsche Bank AG New York Branch        Attn: Ruth Leung
                                        Portfolio Manager - North American Insurance
                                        Companies Deutsche Bank Securities 60 Wall
                                        Street New York, NY 10005
                                        (212) 250-8650;  (212) 797-0270 (Fax)

Lehman Brothers Bank, FSB

UBS Loan Finance LLC

Banco Santander Central Hispano, S.A.

Wachovia Bank, N.A.

BNP Paribas                             Phil Truesdale
                                        787 Seventh Ave., 28th Floor
                                        New York, NY 10019
                                        Tel: (212) 841-2870
                                        Fax: (212) 841-2533
                                        e-mail: Phil.truesdale@americas.bnpparibas.com

The Bank of Nova Scotia

Sumitomo Mitsui Banking Corporation

Commerzbank AG                          Christian Jagenberg
                                        Los Angeles Branch
                                        633 West Fifth Street, Suite 6600
                                        Los Angeles, CA 90071
                                        Tel:  213-623-8223
                                        Fax: 213-623-0039

Caja Madrid                             Ms. Monica Hevia Castrillon
                                        P(Degree)de la Castellana, 189 4th Floor
                                        28046 Madrid
                                        Tel: +34 91 423 9885
                                        Fax: +34 91 423 9727/28

Lloyds TSB Bank plc

Mizuho Corporate Bank, Ltd.

The Bank of New York

Svenska Handelsbanken                   Svenska Handelsbanken
</TABLE>

                                  Schedule III


<PAGE>

                                      -3-

<TABLE>
<S>                                     <C>
                                        875 Third Avenue - 4th floor
                                        New York, N. Y. 10022-7218
                                        Attn: H. Newell Bacon
                                        Tel   (212) 326-2726
                                        FAX (212) 326-5151

UFJ Bank Limited                        UFJ Bank Limited
                                        Att: Marlin Chin
                                        55 East 52nd Street
                                        New York NY  10055
                                        Tel: (212) 339-6392
                                        Fax: (212) 754-2368

Harris Nesbitt Financing, Inc.          Bank of Montreal
                                        115 LaSalle Street, 17 West
                                        Chicago, IL 60603
                                        Attn: Client Services

Royal Bank of Canada                    Linda Joannou
                                        Royal Bank of Canada New York Branch
                                        One Liberty Plaza, 4th Floor
                                        New York, NY 10006-1404
                                        Tel: (212) 428-6212
                                        Fax: (212) 428-2372

SanPaolo IMI S.p.A.                     SanPaolo IMI LA Office
                                        Attention: Donald Brown
                                        444 S. Flower Street, Suite 4550
                                        Los Angeles, CA 90071

                                        SanPaolo IMI NY Branch
                                        Attention: Robert Wurster
                                        245 Park Avenue, 35th Floor
                                        New York, NY 10167

Standard Chartered Bank
</TABLE>

                                  Schedule III