<PAGE>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                     $1,000,000,000.00 Amended and Restated
                             3-Year Credit Agreement

                                   dated as of

                                January 17, 2002

                                      among

                    INTERNATIONAL LEASE FINANCE CORPORATION,

                         THE BANKS (as defined herein),

                               CITICORP USA, INC.,
                            as Administrative Agent,

                                       and

                           SALOMON SMITH BARNEY INC.,
                          as Arranger and Book Manager


<PAGE>

                              AMENDED AND RESTATED
                        3-YEAR REVOLVING CREDIT AGREEMENT

        AMENDED AND RESTATED 3-YEAR REVOLVING CREDIT AGREEMENT (this
"Agreement") dated as of January 17, 2002 among INTERNATIONAL LEASE FINANCE
CORPORATION, a California corporation (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 capacity, together with it successors and assigns, called "CUSA"), as
agent for the Banks (herein, in such capacity, together with is successors and
assigns in such capacity, called the "Agent").

        The Company, the Agent and certain Banks are parties to a 5-year
Revolving Credit Agreement dated as of January 17, 1997 (as modified, amended
and in effect on the date hereof, the "Existing Credit Agreement").

        The Company has requested that the Existing Credit Agreement be amended
to, among other things, decrease the Aggregate Commitment from $1,250,000,000 to
$1,000,000,000, extend the Termination Date, add The Governor and Company of the
Bank of Scotland, ABN AMRO Bank N.V., Lloyds TSB Bank Plc and Lehman Commercial
Paper Inc. (each a "New Bank") as a "Bank" under the Existing Credit Agreement
and modify certain other provisions thereof, all as set forth herein, and that
the Existing Credit Agreement be restated in its entirety as so amended, all as
of the Restatement Effective Date (as hereinafter defined).

        Accordingly, the parties hereto agree as follows:

        SECTION 1.01. DEFINITIONS; INTERPRETATION. Capitalized terms used but
not otherwise defined herein have the respective meanings ascribed thereto in
the Existing Credit Agreement. The provisions hereof shall be deemed to have
effect from the Restatement Effective Date without retroactive effect.

        SECTION 1.02. AMENDMENTS. Effective as of the Restatement Effective
Date, the Existing Credit Agreement is amended as follows and, as so amended, is
hereby restated in its entirety:

        (1) The references on the cover page and in the recitals of the Existing
Credit Agreement, in the definition of "Aggregate Commitment" in Section 1.2 of
the Existing Credit Agreement and in each Exhibit to the Existing Credit
Agreement to the aggregate amount of the Commitments are amended to refer to the
aggregate amount of $1,000,000,000, and Schedule I to the Existing Credit
Agreement is amended to read in its entirety in accordance with Schedule I
hereto.

        (2) The reference to "fifth anniversary" in the definition of
"Termination Date" in Section 1.2 of the Existing Credit Agreement is amended to
read "third anniversary".

<PAGE>

        (3) (a) The reference to "Section 6.4(b)" in Section 13.4.1 of the
Existing Credit Agreement is amended to read "Section 6.4(b) and in Section
6.4(c)", and the reference to "Sections 7.1, 7.4, 13.5 and 13.6" in Section
13.4.2 of the Existing Credit Agreement is amended to read "Sections 6.4(b),
6.4(c), 7.1, 7.4, 13.5 and 13.6".

        (b) Section 6.4 of the Existing Credit Agreement is amended to read in
its entirety as follows:

                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 Taxes now or hereafter imposed (except to the extent that such
    withholding or deduction is compelled by law or results from the breach, by
    the recipient of a payment, of its agreement contained in Section 6.4(b) or
    6.4(c) or would not be required if the representation or warranty contained
    in Section 6.4(b) were true), excluding any Taxes generally assessed on the
    overall net income of the Agent, any Bank, any Assignee or any Participant,
    as the case may be, by the government or other authority of the country in
    which the Agent, such Bank, such Assignee or such Participant is
    incorporated or in which its Funding Office or the office through which it
    is acting is located. If the Company is compelled by law to make any such
    deductions or withholdings 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 a payment of its agreement contained
        in Section 6.4(b) or 6.4(c) or would not be required if the
        representation or warranty contained in Section 6.4(b) were true, 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 Taxes are directly asserted against the Agent, any Bank,
    any Assignee or any Participant, such payee may pay such Taxes and the
    Company shall promptly pay such additional amount (including, without
    limitation, any penalties, interest or expenses) as may be necessary in
    order that the net amount received by such payee after the payment of such
    Taxes (including any Taxes on such additional amount) shall equal the amount
    such payee would have received had no such Taxes been asserted (provided,
    that the Agent, the Banks, and any Assignee or Participant shall use
    reasonable efforts, to the

                                      -2-
<PAGE>

    extent consistent with applicable laws and regulations, to minimize to the
    extent possible any such 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 Bank
    under this Agreement, two original copies of United States Internal Revenue
    Service Forms W-8BEN or W-8ECI (or any successor forms), as appropriate,
    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 (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 Bank), (1) for the portion of any such sums paid or
    payable with respect to which such Bank acts for its own account, two
    original copies of the forms or statements required to be provided by such
    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 represents and warrants to the Company that, at the
    date of this Agreement, or at the time such Bank becomes a Bank hereunder
    pursuant to Section 13.4.1 or 13.8(c), its Funding Office 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.

            (c) Each Non-US 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 Agent at its 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

                                      -3-
<PAGE>

    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 pursuant to Section
    13.4.1 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 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) 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.

        (4) (a) Sections 4.5 and 4.6 of the Existing Credit Agreement are
renumbered as Sections 4.6 and 4.7, respectively, and references in the Existing
Credit Agreement to former Sections 4.5 and 4.6 shall be deemed to be references
to Sections 4.6 and 4.7, respectively.

        (b) A new Section 4.5 is added to the Existing Credit Agreement in the
appropriate numerical place, such new Section to read in its entirety as
follows:

            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, (i) 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 and (ii) during
    any period that the aggregate outstanding principal amount of the Loans
    exceeds 66.66% 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.

        (c) The first parenthetical of the proviso to Section 13.8(d) of
the Existing Credit Agreement is amended to read in its entirety as follows:

                                      -4-
<PAGE>

            (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).

        (5) The reference to "September 30, 1994" in the definition of
"Consolidated Tangible Net Worth" in Section 1.2 of the Existing Credit
Agreement is amended to read "December 31, 2000", and Section 9.12 of the
Existing Credit Agreement is amended to read in its entirety as follows:

            Section 9.12. Consolidated Tangible Net Worth. Not permit the
    Company's Consolidated Tangible Net Worth to be less than $2,750,000,000
    minus, to the extent included in 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, 2000 determined on a consolidated basis in accordance with
    United States of America generally accepted accounting principles, (b) the
    cumulative equity capital contributions from AIG since December 31, 2000 and
    (c) the net proceeds from the sale of preferred stock, in each case for the
    period from December 31, 2000 to and including the date of any determination
    hereunder.

        (6) The reference to "one calendar year" in Section 13.8(a) of the
Existing Credit Agreement is amended to read "one calendar year, or such shorter
period as agreed upon by the Company and the Agent", and the reference to
"January 17 of the year immediately succeeding" in said Section 13.8(a) is
amended to read "the date one year after, or the last day of such shorter period
as agreed as provided above,".

        (7) (a) The reference in the "Whereas" clause of the recitals of the
Existing Credit Agreement to "to enable the Company to support its commercial
paper program and for other general corporate purposes" is amended to read "for
general corporate purposes".

        (b) Section 8.14 of the Existing Credit Agreement is amended to read in
its entirety as follows:

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

        (c) Clause (d) of Section 9.16 of the Existing Credit Agreement is
amended to read in its entirety as follows:

                (d) for any other purpose except for general corporate purposes
        in the ordinary course of business.

        (8) Schedule II to the Existing Credit Agreement is amended to read in
its entirety in accordance with Schedule II hereto.

                                      -5-
<PAGE>

        (9) Each New Bank shall be deemed to be a "Bank" under and for all
purposes of the Existing Credit Agreement as amended and restated hereby and
each reference in the Existing Credit Agreement as amended and restated hereby
to "Bank" shall be deemed to include each New Bank, and each New Bank shall have
a "Commitment" in the amount set opposite its name on Schedule II hereto.

        SECTION 1.03. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agent and the Banks as of the Restatement Effective Date that
each of the representations and warranties set forth in Section 8 of the
Existing Credit Agreement, as amended and restated hereby, is true on and as of
the Restatement Effective Date as if made on and as of the Restatement Effective
Date. The parties hereto agree that it shall be deemed an Event of Default under
Section 11.1.5 of the Credit Agreement, as amended and restated hereby, if the
representations and warranties contained in this Section 1.03 shall prove to
have been untrue or misleading in any material respect when made or deemed made.

        SECTION 1.04. RESTATEMENT EFFECTIVE DATE. This Agreement shall become
effective on the date hereof (the "Restatement Effective Date") upon the
satisfaction prior to such date of the following conditions:

            (a) Agreement. The Agent shall have received this Agreement duly
        executed and delivered by each of the Banks and the Company and the
        Agent shall have received a fully executed Committed Note and a fully
        executed Bid Note for each Bank, and the Company shall have received
        from each bank party to the Existing Credit Agreement its Committed Note
        and Bid Note, each marked "Cancelled", or such other satisfactory
        evidence of cancellation thereof.

            (b) 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.

            (c) 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).

            (d) 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.

            (e) 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 to the Existing Credit
        Agreement (with appropriate modifications to reflect the amendment and
        restatement thereof contemplated hereby and the elimination of
        Regulation G), and the General Counsel of the Company, in substantially

                                      -6-
<PAGE>

        the form of Exhibit H to the Existing Credit Agreement (with appropriate
        modifications to reflect the amendment and restatement thereof
        contemplated hereby and changes to the list of the Company's
        Subsidiaries).

             (f) 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 documents
        received by the Agent and the Banks and such legal matters as the Agent
        reasonably may require.

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

            (h) Fees. The Agent shall have received for the account of the
        Agent the Agent's fees payable to the Funding Date pursuant to Section
        4.6 of the Existing Credit Agreement.

            (i) 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 of the Existing Credit Agreement, there shall not have occurred any
        material adverse change in the business, credit, operations, financial
        condition or prospects of the Company and its Subsidiaries taken as a
        whole.

        SECTION 1.05. MISCELLANEOUS.

        (a) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the
Company may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all the Banks.

        (b) This Agreement shall be governed by and construed in accordance with
the law of the State of New York.

        (c) This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures hereto
were upon the same instrument. This Agreement constitutes the entire agreement
and understanding among the parties hereto and supersede any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof.

                                      -7-
<PAGE>

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

Company:                                INTERNATIONAL LEASE FINANCE CORPORATION


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


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

<PAGE>

Agent:                                  CITICORP USA, INC., as Agent


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


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

<PAGE>

Banks:                                  CITICORP USA, INC.


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

<PAGE>

                                        JPMORGAN CHASE BANK


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

<PAGE>

                                        COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES


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


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

<PAGE>

                                        THE BANK OF TOKYO-MITSUBISHI, LTD.


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

<PAGE>

                                        THE GOVERNOR AND COMPANY OF THE
                                        BANK OF SCOTLAND


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

<PAGE>

                                        ABN AMRO BANK N.V.


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

<PAGE>

                                        SOCIETE GENERALE


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

<PAGE>

                                        WESTDEUTSCHE LANDESBANK
                                         GIROZENTRALE


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

<PAGE>

                                        THE BANK OF NEW YORK


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

<PAGE>

                                        DEUTSCHE BANK AG NEW YORK
                                         BRANCH


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

<PAGE>

                                        LLOYDS TSB BANK PLC


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

<PAGE>

                                        BARCLAYS BANK PLC


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

<PAGE>

                                        THE SANWA BANK, LIMITED


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

<PAGE>

                                        LEHMAN COMMERCIAL PAPER INC.


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

<PAGE>

                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED


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

<PAGE>

                                        THE DAI-ICHI KANGYO BANK, LTD.


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

<PAGE>

                                        SANPAOLO IMI S.p.A.


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

<PAGE>

                                        STANDARD CHARTERED BANK


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

<PAGE>


                                   Schedule I

                                Schedule of Banks

<TABLE>
<CAPTION>
BANK                                              COMMITMENT
----                                              ----------
<S>                                               <C>
Citicorp USA, Inc.                                $120,000,000

JPMorgan Chase Bank                               $115,000,000

Commerzbank AG, New York and Grand Cayman         $115,000,000
Branches

The Bank of Tokyo-Mitsubishi, Ltd.                $115,000,000

The Governor and Company of the Bank              $115,000,000
of Scotland

ABN AMRO Bank N.V.                                $80,000,000

Societe Generale                                  $80,000,000

Westdeutsche Landesbank Girozentrale              $60,000,000

The Bank of New York                              $40,000,000

Deutsche Bank AG New York Branch                  $30,000,000

Lloyds TSB Bank Plc                               $30,000,000

Barclays Bank Plc                                 $20,000,000

The Sanwa Bank, Limited                           $20,000,000

Lehman Commercial Paper Inc.                      $20,000,000

The Industrial Bank of Japan, Limited             $10,000,000

The Dai-Ichi Kangyo Bank, Ltd.                    $10,000,000

SANPAOLO IMI S.p.A.                               $10,000,000

Standard Charted Bank                             $10,000,000
</TABLE>

<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           9.0         10.0         11.0         12.5          15.0        20.0

Margins:

    LIBOR              6.0         15.0         24.0         32.5          45.0        55.0
    Base               0.0         0.00          0.0          0.0           0.0         0.0


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

Utilization Fee
Rate:

    In excess          5.0          5.0          5.0          5.0           5.0        10.0
    of 33.33%

    In excess         10.0         10.0         10.0         15.0          15.0        25.0
    of 66.66%
</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.

        "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.

<PAGE>

        "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's" means Standard & Poor's Ratings Group, 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.

                                      -2-