<PAGE>   1
                                                                    EXHIBIT 10.2



                                                                  EXECUTION COPY



                $1,500,000,000 364-Day Revolving Credit Agreement

                                   dated as of

                                January 15, 1999

                                      among

                    INTERNATIONAL LEASE FINANCE CORPORATION,

                         THE BANKS (as defined herein),

                               CITICORP USA, INC.,
                            as Administrative Agent,

                            THE CHASE MANHATTAN BANK,
                                  COMMERZBANK,
                                SOCIETE GENERALE,
                            as Co-Syndication Agents,

                                       and

                           SALOMON SMITH BARNEY, INC.,
                          as Arranger and Book Manager

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
<S>     <C>                                                                               <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.........................................................10
        Section 2.1.  Making of Bid Loans..................................................10
        Section 2.2.  Procedure for Bid Loans..............................................10
        Section 2.3.  Funding of Bid Loans.................................................12
        Section 2.4.  Bid Notes............................................................12

SECTION 3. COMMITTED LOANS AND NOTES.......................................................13
        Section 3.1.  Agreement to Make Committed Loans....................................13
        Section 3.2.  Procedure for Committed Loans........................................13
        Section 3.3.  Maturity of Committed Loans..........................................14
        Section 3.4.  Committed Notes......................................................14

SECTION 4. INTEREST AND FEES...............................................................15
        Section 4.1.  Interest Rates.......................................................15
        Section 4.2.  Interest Payment Dates...............................................15
        Section 4.3.  Setting and Notice of Committed Loan Rates...........................15
        Section 4.4.  Facility Fee.........................................................16
        Section 4.5.  Agent's Fees.........................................................17
        Section 4.6.  Computation of Interest and Fees.....................................17

SECTION 5. REDUCTION OR TERMINATION OF THE COMMITMENTS; PREPAYMENTS........................17
        Section 5.1.  Voluntary Termination or Reduction of the Commitments................17
        Section 5.2.  Voluntary Prepayments................................................17

SECTION 6. MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES................................18
        Section 6.1.  Making of Payments...................................................18
        Section 6.2.  Pro Rata Treatment; Sharing..........................................18
        Section 6.3.  Set-off..............................................................19
        Section 6.4.  Taxes, etc...........................................................19

SECTION 7.INCREASED COSTS AND SPECIAL PROVISIONS FOR ABSOLUTE RATE LOANS AND 
          LIBOR RATE LOANS.................................................................20
        Section 7.1.  Increased Costs......................................................20
        Section 7.2.  Basis for Determining Interest Rate Inadequate or Unfair.............21
        Section 7.3.  Changes in Law Rendering Certain Loans Unlawful......................22
        Section 7.4.  Funding Losses.......................................................22
        Section 7.5.  Discretion of Banks as the Manner of Funding.........................23
</TABLE>



                                       i
<PAGE>   3

<TABLE>
<S>     <C>                                                                               <C>
        Section 7.6.  Conclusiveness of Statements; Survival of Provisions.................23

SECTION 8.  REPRESENTATIONS AND WARRANTIES.................................................23
        Section 8.1.  Organization, etc....................................................23
        Section 8.2.  Authorization; Consents; No Conflict.................................23
        Section 8.3.  Validity and Binding Nature..........................................24
        Section 8.4.  Financial Statements.................................................24
        Section 8.5.  Litigation and Contingent Liabilities................................24
        Section 8.6.  Employee Benefit Plans...............................................24
        Section 8.7.  Investment Company Act...............................................25
        Section 8.8.  Public Utility Holding Company Act...................................25
        Section 8.9.  Regulation U.........................................................25
        Section 8.10.  Information.........................................................25
        Section 8.11.  Compliance with Applicable-Laws, etc................................25
        Section 8.12.  Insurance...........................................................25
        Section 8.13.  Taxes...............................................................25
        Section 8.14.  Use of Proceeds.....................................................26
        Section 8.15.  Pari Passu..........................................................26
        Section 8.16.  Ownership and Liens.................................................26
        Section 8.17.  Year 2000...........................................................26


SECTION 9.  COVENANTS......................................................................26
        Section 9.1.  Reports, Certificates and Other Information..........................26
        Section 9.2.  Existence............................................................28
        Section 9.3.  Nature of Business...................................................28
        Section 9.4.  Books, Records and Access............................................28
        Section 9.5.  Insurance............................................................28
        Section 9.6.  Repair...............................................................28
        Section 9.7.  Taxes................................................................29
        Section 9.8.  Compliance...........................................................29
        Section 9.9.  Sale of Assets.......................................................29
        Section 9.10.  Consolidated Indebtedness to Consolidated Tangible Net Worth Ratio..29
        Section 9.11.  Fixed Charge Coverage Ratio.........................................29
        Section 9.12.  Consolidated Tangible Net--Worth....................................29
        Section 9.13.  Restricted Payments.................................................29
        Section 9.14.  Liens...............................................................30
        Section 9.15.  Leases..............................................................32
        Section 9.16.  Use of Proceeds.....................................................32

SECTION 10.  CONDITIONS TO LENDING.........................................................32
        Section 10.1.  Conditions Precedent to All Loans...................................32
        Section 10.2.  Conditions to the Availability of the Commitments...................33

SECTION 11.  EVENTS OF DEFAULT AND THEIR EFFECT............................................34
        Section 11.1. Events of Default....................................................34
        Section 11.2.  Effect of Event of Default..........................................36
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>     <C>                                                                               <C>
SECTION 12.    THE AGENT...................................................................36
        Section 12.1. Authorization........................................................36
        Section 12.2. Indemnification......................................................36
        Section 12.3. Action on Instructions of the Required Banks.........................37
        Section 12.4. Payments.............................................................37
        Section 12.5. Exculpation..........................................................38
        Section 12.6. Credit Investigation.................................................38
        Section 12.7. CUSA and Affiliates..................................................39
        Section 12.8. Resignation..........................................................39

SECTION 13.  GENERAL.......................................................................39
        Section 13.1.  Waiver; Amendments..................................................39
        Section 13.2.  Notices.............................................................40
        Section 13.3.  Computations........................................................40
        Section 13.4.  Assignments; Participations.........................................40
        Section 13.5.  Costs, Expenses and Taxes...........................................43
        Section 13.6.  Indemnification.....................................................43
        Section 13.7.  Regulation U........................................................43
        Section 13.8.  Extension of Termination Dates; Removal of Banks; Substitution of
                       Banks...............................................................44
        Section 13.9.  Captions............................................................46
        Section 13.10. Governing Law; Severability.........................................46
        Section 13.11. Counterparts; Effectiveness.........................................46
        Section 13.12. Further Assurances..................................................46
        Section 13.13. Successors and Assigns..............................................46
        Section 13.14. Waiver of Jury Trial................................................46
</TABLE>



                                      iii
<PAGE>   5

                             SCHEDULES AND EXHIBITS


Schedule I     Schedule of Banks (Sections 1.2 and 13.8)

Schedule II    Fees and Margins (Sections 1.2, 4.4, 4.5 and 4.6)

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 (Section 1.2 and 3.2)

Exhibit D      Form of Bid Note (Section 1.2 and 2.4)

Exhibit E      Form of Committed Note (Section 1.2 and 3.4)

Exhibit F      Fixed Charge Coverage Ratio (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)



                                       iv
<PAGE>   6

                       364-DAY REVOLVING CREDIT AGREEMENT


               364-DAY REVOLVING CREDIT AGREEMENT (this "Agreement"), dated as
of January 15, 1999, 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 agent for the Banks
(herein, in such capacity, together with its successors and assigns in such
capacity, called the "Agent").

                              W I T N E S S E T H:

               WHEREAS, the Company has requested the Banks to lend up to
$1,500,000,000 to the Company on a 364-day revolving basis to enable the Company
to support its commercial paper program and for other 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.



                                       1
<PAGE>   7

               "Agent" - see Preamble.

               "Aggregate Commitment" means $1,500,000,000, as reduced by any
reduction in the Commitments made from time to time pursuant to Section 5.1 or
13.8.

               "Agreement" - see Preamble.

               "AIG" means American International Group, Inc.

               "Assignee" - see Section 13.4.1.

               "Authorized Officer" of the Company means any of the Chairman of
the Board, the President, the Executive Vice President 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, the rate per annum determined by the Agent to be the arithmetic mean
(rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the
next higher 1/16 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 be equal to the
higher of (i) the Prime Rate and (ii) one half of one percent per annum above
the Federal Funds Rate.

               "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 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.



                                       2
<PAGE>   8

               "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, 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.

               "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.

               "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.

               "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.

               "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.

               "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 



                                       3
<PAGE>   9

to September 30, 1994 and such other assets as are properly classified as
intangible assets, all determined in accordance with generally accepted
accounting principles in the United States consolidating the Company and its
Subsidiaries.

               "CUSA" - see Preamble

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

               "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 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.

               "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 day, the rate set forth in
the weekly statistical release designated as H.15(519), or any successor
publication, published by the Board of Governors of the Federal Reserve System
(including any such successor publication, "H.15(519)") for such day opposite
the caption "Federal Funds (Effective)". If on any relevant day such rate is not
yet published in H.15(519), the rate for such day will be the rate set forth in
the daily statistical release designated as the Composite 3:30 p.m. Quotations
for U.S. Government Securities, or any successor publication, published by the
Federal Reserve Bank of New York (including any such successor publication, the
"Composite 3:30 p.m. Quotations") for such day under the caption "Federal Funds
Effective Rate". If on any relevant day the appropriate rate for such day is not
yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the
rate for such day will be the arithmetic mean of the rates for the last
transaction in overnight Federal funds arranged prior to 9:00 a.m., New York
City time, on such day by each of three leading brokers of Federal funds
transactions in New York City, selected by the Agent. The rate for any day which
is not a Business Day shall be the rate for the immediately preceding Business
Day.



                                       4
<PAGE>   10

               "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)(i) of Item 503 of Regulation S-K
of the Securities and Exchange Commission, as amended from time to time, and
determined pursuant to Paragraphs (d)(2) through (d)(10) of such Item 503 with
the Company as "registrant" (such ratio for the four fiscal quarters ended
September 30, 1996 is attached hereto as Exhibit F); provided, however, that if
the Required Banks in their sole 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.

               "Guaranties" by any Person means 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 



                                       5
<PAGE>   11

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 all obligations
of such Person which in accordance with generally accepted accounting principles
in the United States 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,

               (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.

               "Investment" means any investment, made in cash or by delivery of
any kind of property or asset, in any Person, whether (i) by acquisition of (x)
shares of stock or similar interest, (y) Indebtedness or (z) other obligation or
security or (ii) by loan, advance or capital contribution, or otherwise. For
purposes of this Agreement, Investment shall exclude any notes receivable and
any finance or sales type leases entered into by the Company or any of its
Subsidiaries in the ordinary course of business. The amount of any Investment
shall be the original cost of such Investment plus the cost of all additions
thereto and minus the amount of any portion of such Investment repaid to such
Person in cash as a return of capital, but without any other adjustment for
increases or decreases in value, or write ups, write-downs or write-offs with
respect to such Investment.

               "LIBOR" means with respect to any Loan Period the rate per annum
(rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the
next higher 1/16 of 1%), determined pursuant to the following formula:

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



                                       6
<PAGE>   12

               "LIBOR Rate" means (i) with respect to Committed Loans that are
LIBOR Rate Loans, LIBOR plus the applicable rate margin set forth in Schedule II
and (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.

               "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.

               "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 183 days 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 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.

               "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,
present or prospective, 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 obligations hereunder and under the Notes or (iii) any material
adverse effect on the legality, validity, binding effect or enforceability of
this Agreement or any Note.



                                       7
<PAGE>   13

               "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, Attn:
Christian Laughton, Telecopy Number 302-894-6005; Telephone 302-894-6120.

               "Operating Lease" means any lease other than a Capitalized Lease;
provided, however, that leases with an original term of less than one year shall
not be Operating Leases.

               "Operating Lease Rental" of an Operating Lease means, as of the
date of any determination thereof, the net present value of the aggregate unpaid
amount due at such date and to become due from the Company or any Subsidiary, on
a consolidated basis, as lessee under such Operating Lease discounted at such
lessee's incremental borrowing rate or if the interest rate implicit in such
Operating Lease can be practically determined and is smaller, at such interest
rate, such present value and interest rate being determined in accordance with
standard financial practice and such borrowing rate being determined in
accordance with FASB 13, excluding from such aggregate amount all amounts which
are in excess of the minimum aggregate unpaid amount due at such date and to
become due from such lessee under such Operating Lease assuming that such lessee
would take or fail to take all actions with respect to all termination, renewal,
purchase and other options as would produce the least amount becoming due under
such Operating Lease, and "Operating Lease Rentals" means, as of the date of any
determination, the aggregate Operating Lease Rental of all Operating Leases as
of such date.

               "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, Attn: Christian Laughton.

               "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 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.



                                       8
<PAGE>   14

               "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.

               "Prime Rate" means the rate of interest publicly announced from
time to time by Citibank, N.A. as its prime commercial lending rate.

               "Reference Banks" means Citibank, N.A., Commerzbank and Societe
Generale.

               "Reportable Event" has the meaning assigned to such term in
section 4043 of ERISA.

               "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).

               "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.

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



                                       9
<PAGE>   15

               "Termination Date" means, with respect to any Bank, the earliest
to occur of (i) January 14, 2000 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).

               "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.

               (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 or 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



                                       10
<PAGE>   16

LIBOR Rate, the last day of the proposed Loan Period), (v) the interest payment
date or dates relating thereto, (vi) the account of the Company 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, 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



                                       11
<PAGE>   17

        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. 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.

               (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.

               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 2.4. Bid Notes. The Bid Loans of each Bank shall be
evidenced by a Bid Note payable to the order of such Bank in the original
principal amount of the Aggregate Commitment. Each Bank shall record in its
records, or at its option on the schedule attached to



                                       12
<PAGE>   18

its Bid Note, the date and amount of each Bid Loan made by such Bank, each
repayment thereof, and the dates on which the Loan Period for such Loan shall
begin and end. The aggregate unpaid principal amount so recorded shall be
refutable presumptive evidence of the principal amount owing and unpaid on such
Note. The failure to so record or any error in so recording any such amount or
any payment thereof shall not, however, limit or otherwise affect the
obligations of the Company hereunder or under such Bid Note to repay the
principal amount of each Bid Loan together with all interest accruing thereon.

               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, 13.4 or 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, request each Reference Bank to notify the
Agent of its applicable rate (as contemplated in the definition of Base 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).

               (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.



                                       13
<PAGE>   19

               (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(b) 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, 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.

               Section 3.4. Committed Notes. The Committed Loans of each Bank
shall be evidenced by a Committed Note payable to the order of such Bank in the
original principal amount of such Bank's Commitment. Each Bank shall record in
its records, or at its option on 



                                       14
<PAGE>   20

the schedule attached to its Committed Note, the date and amount of each Loan
made by such Bank thereunder, each repayment or prepayment thereof, and, if
applicable, the dates on which the Loan Period for such Loan shall begin and
end. The aggregate unpaid principal amount so recorded shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on such Note. The
failure to so record or any error in so recording any such amount or any payment
thereof shall not, however, limit or otherwise affect the obligations of the
Company hereunder or under such Committed Note to repay the principal amount of
each Committed Loan together with all interest accruing thereon.

               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 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, 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. The
applicable interest rate for each Committed Loan hereunder shall be determined
by the Agent and notice 



                                       15
<PAGE>   21

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.

               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 therefor under Section 2.2(a) and Section 3.2(a)
(as contemplated in the definition of Base LIBOR). If as to any Loan Period 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 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.

               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 March, 1999) 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, (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 in
calculating the aggregate outstanding principal amount of the Loans for purposes
of this Section 4.5 only, the aggregate outstanding principal amount of the
Loans shall not include the first $300,000,000 of the aggregate outstanding
principal amount of Bid Loans. Accrued utilization fees shall be due and payable
on each date that interest is payable on each such Loan.



                                       16
<PAGE>   22

               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.

               Section 4.7. Computation of Interest and Fees. Interest on LIBOR
Rate Loans and where the Base Rate is calculated in reference to the Federal
Funds Rate, 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 where the Base Rate is calculated in reference to the Prime Rate 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.



                                       17
<PAGE>   23

               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 Sections 5.1) of principal
of, or interest on, the Loans and all payments of fees 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 or other
holder of a Note its share (if any) of each such payment. All payments under
Section 7 shall be made by the Company directly to the Persons entitled thereto.

               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, 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 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 



                                       18
<PAGE>   24

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
holder of a Note, each Assignee and each Participant has all rights of set-off
and bankers' 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 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 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 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 



                                       19
<PAGE>   25

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
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) 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,
two United States Internal Revenue Service Forms 1001 or 4224, or any successor
forms, as appropriate, properly completed and claiming complete exemption from
withholding and deduction of United States federal Taxes. 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, 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 or
any political subdivision thereof.


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

               Section 7.1. Increased Costs. (a) If (i) Regulation D of the
Board of Governors of the Federal Reserve System or (ii) after the date hereof,
the adoption of any 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



                                       20
<PAGE>   26

        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
reimbursed pursuant to Section 6.4).

               (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, 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 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



                                       21
<PAGE>   27

               (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) 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.



                                       22
<PAGE>   28

               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 Notes.

               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 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 



                                       23
<PAGE>   29

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 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, 1997, and unaudited
consolidated financial statements as at September 30, 1998, 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 applied on a basis
consistent with that of the preceding fiscal year 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 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, financial condition or
prospects 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) as to which the Company, or any Subsidiary or
any ERISA Affiliate may have any liability 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, any Subsidiary or any ERISA Affiliate 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. Neither the Company nor any ERISA
Affiliate has any 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.



                                       24
<PAGE>   30

               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 purchasing or carrying margin stock
(within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System).

             Section 8.10.  Information.

                (a) All information with respect to the Company contained in the
December 2, 1998 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 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 material 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).
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,
financial condition or prospects 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 caused 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 



                                       25
<PAGE>   31

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 to support the Company's commercial paper program and for
other 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 8.16. Ownership and Liens. Each of the Company and each
Subsidiary has title to, or valid leasehold interests in, all of its properties
and assets, real and personal, including the properties and assets, and
leasehold interests reflected in the financial statements referred to in Section
8.4 (other than any properties or assets disposed of in the ordinary course of
business) other than such imperfections in title or leasehold interests which
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect, and none of the properties and assets owned by the Company or any of its
Subsidiaries and none of its leasehold interests is subject to any Lien, except
as disclosed in such financial statements or as may be permitted under this
Agreement.

             Section 8.17. Year 2000. The Company has reviewed and is currently
completing a detailed analysis of its operations with a view to assessing
whether it will be vulnerable to a Year 2000 Problem (as defined below). Based
on such review, the Company does not believe that a Material Adverse Effect will
result from a Year 2000 problem. For purposes of this Section 8.17, "Year 2000
Problem" means any significant risk that computer hardware or software used in
the essential business systems, process control systems or other operations of
the Company will not, in the case of dates or time periods occurring after
December 31, 1999, function adequately so that no Material Adverse Effect will
result from the advent of year 2000.

             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 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 and certified by Ernst & Young or by
        another independent certified public accountant of recognized national
        standing selected by the Company and satisfactory to the Required Banks.



                                       26
<PAGE>   32

               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;

                     (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



                                       27
<PAGE>   33

               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, financial condition or prospects 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 to wind up and dissolve 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. 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. 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 shall be made of all dealings and transactions in relation
to its respective business and activities. Permit, and cause each Subsidiary to
permit, access by the Agent and each 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.

             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, and from time to time make, and cause each
Subsidiary to make, all necessary and proper repairs, renewals, replacements,
additions, betterments and improvements thereto so that at all times the
efficiency thereof shall be fully preserved and maintained. 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 causing, or by causing each Subsidiary to cause, such lessees to perform such
obligations.



                                       28
<PAGE>   34

             Section 9.7. Taxes. Pay, and cause each Subsidiary to pay, when
due, 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,
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, in all material respects with all statutes (including without limitation
ERISA) and governmental rules and regulations applicable to it; and use
reasonable efforts to cause, and cause each Subsidiary to use reasonable efforts
to cause, each lessee of property owned by the Company or any Subsidiary to
comply in all material respects with all statutes, governmental rules and
regulations applicable to such property or applicable to such lessee in
connection with its leasing.

             Section 9.9. Sale of Assets. Not, and not permit any Subsidiary to,
transfer, convey, lease 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 $1,500,000,000 plus
50% of (a) the cumulative net income (but without deduction for cumulative net
losses) of the Company and its Subsidiaries since September 30, 1994 determined
on a consolidated basis in accordance with United States generally accepted
accounting principles, (b) the cumulative equity capital contributions from AIG
since September 30, 1994 and (c) the net proceeds from the sale of preferred
stock, in each case for the period from September 30, 1994 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, and not permit any Subsidiary to, make
any payment to acquire or retire shares of capital stock of the Company, 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 



                                       29
<PAGE>   35

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 upon or in any property (other than property acquired
        for lease to a Person other than the Company or a Subsidiary) acquired
        or held by the Company or a Subsidiary in the ordinary course of
        business to secure the purchase price of such property or to secure
        Indebtedness permitted under Section 9.15 incurred or guaranteed by the
        Company or any Subsidiary prior to, at the time of, or within 60 days
        after the later of the acquisition, completion of construction or
        commencement of full operation of such property, which Indebtedness was
        incurred or guaranteed solely for the purpose of financing the
        acquisition of such property or construction or improvements thereon;
        provided, however, that in the case of any such acquisition,
        construction or improvement, the Lien shall not apply to any property
        theretofore owned by the Company or a Subsidiary, other than, in the
        case of any such construction or improvement, any theretofore unimproved
        real property on which the property so constructed, or the improvement,
        is located;

               (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 Section 9.14;

               (e) leases or subleases 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 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;



                                       30
<PAGE>   36

               (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; or 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;

               (k) carrier's, warehouseman's, mechanic's, landlord's and
        materialmen's Liens, Liens for Taxes, assessments and other governmental
        charges and other similar Liens, in each case 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;

               (1) Liens securing Indebtedness of each of the Company's
        Wholly-owned Subsidiaries to be incorporated outside the United States
        for the purpose of providing 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 or
        "ECA 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; provided, that such Liens
        shall encumber only the assets of (including any rights to or interests
        in any reserve or security deposit held by) each such Wholly-owned
        Subsidiary; and provided, further, that the aggregate amount of
        Indebtedness of all such Wholly-owned Subsidiaries secured by Liens does
        not at the time exceed $3 billion minus the amount of outstanding Liens
        permitted under Section 9.14(m); and

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



                                       31
<PAGE>   37

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

             Section 9.15. Leases. Not, and not permit any Subsidiary to, become
obligated, as lessee, under any lease of real or personal property if at the
time of entering into such lease and after giving effect thereto the aggregate
Operating Lease Rentals would exceed 20% of Consolidated Indebtedness.

             Section 9.16. 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 (i) to support the Company's
        commercial paper program or (ii) for general corporate purposes in the
        ordinary course of business.

             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



                                       32
<PAGE>   38

        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) ("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, and the Banks'
Commitments shall not become available until the date on which each of the
following conditions precedent shall have been satisfied or waived in writing by
the Required Banks:

             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.

             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, 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, 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.



                                       33
<PAGE>   39

             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 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, financial condition or prospects of
        the Company and its Subsidiaries taken as a whole.

             10.2.10. Termination of Revolving Credit Facilities. The Company
        shall have paid all amounts owing and otherwise satisfied and discharged
        all of its obligations arising under the Revolving Credit Agreement,
        dated as of January 17, 1997, as amended, among the Company, the Agent
        and the banks named therein, and such agreements 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 Notes, 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 



                                       34
<PAGE>   40

        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
        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 institution by the Company or
        any ERISA Affiliate of steps to terminate any Plan if, in order to
        effectuate such termination, (i) the Company or any ERISA Affiliate
        would be required to make a contribution to such Plan or would incur a
        liability or obligation to such Plan in an amount in excess of
        $10,000,000 and (ii) immediately after giving effect to the payment or
        satisfaction of such contribution, liability or obligation (if made or
        undertaken by the Company or any Subsidiary) an Event of Default or
        Unmatured Event of Default would exist and be continuing; or the
        institution by the PBGC of steps to terminate any Plan; or 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.



                                       35
<PAGE>   41

             11.1.7. Litigation. 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 is insured and with
        respect to which the insurer has not denied coverage in writing or for
        and to the extent to which the Company or any Subsidiary is otherwise
        indemnified if the terms of such indemnification are satisfactory to the
        Required Banks; and

             11.1.8. Change of Ownership. AIG shall cease to own beneficially 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 Note
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, 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
payment of the Notes) 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 



                                       36
<PAGE>   42

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 of any
out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent
in such 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 Notes), 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 Note 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 on 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 



                                       37
<PAGE>   43

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 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 telegram, telex, 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 



                                       38
<PAGE>   44

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 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. 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, 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 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 or increase the amount of the
Commitments, extend the due date for any amount payable hereunder, reduce or
waive any fee hereunder, 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 11.1.1 or Section 11.1.8, modify this Section 13.1 or otherwise change
the aggregate Percentage 



                                       39
<PAGE>   45

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 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, or
extend the due date for any amount payable under, any Loan without the written
consent of the holder of the Note evidencing such Loan. 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 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. Except as otherwise expressly provided in
this Agreement, any notice hereunder to the Company, the Agent, or any Bank or
other holder of a Loan shall be in writing and, if by telegram, telex, facsimile
or personal delivery, shall be deemed to have been given and received when sent
and, if mailed, shall be deemed to have been given and received three Business
Days after the date when sent by registered or certified mail, postage prepaid,
and addressed to the Company, the Agent, or such Bank (or other holder) at its
address shown below its signature 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. The Agent, any Bank or the holder of any Note
giving any waiver, consent or notice to, or making any request upon, the Company
hereunder shall promptly notify the Agent thereof. Correspondence of the type
described in Section 2.2 with respect to Bid Loans and notices of Committed Loan
Requests made by the Company shall, except as otherwise provided herein, be
directed to the persons specified for such purpose for each party on the
signature pages hereof or in subsequent writings among the parties. Additional
copies of certain notices which any party may have requested on the signature
pages hereof need not be delivered at the same time as the primary notices to
such party, but the party delivering such primary notices shall use reasonable
efforts to distribute such copies on the same Business Day as that on which such
primary notices were distributed.

             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 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 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 Banks of
any such amendment).

             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).



                                       40
<PAGE>   46

             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
        commercial banks or other financial institutions (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 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 $2,500; 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 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. Within five
        Business Days after the Company's receipt of notice from the Agent of
        the effectiveness of any such assignment and delegation, 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 



                                       41
<PAGE>   47

        retained Loans and a Commitment hereunder, 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 "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 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).

               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;

               (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). The Company acknowledges and agrees
               that, to the extent permitted by applicable law, each Participant
               shall be considered a Bank for purposes of Sections 7.1, 7.4,
               13.5 and 13.6 and by its acceptance of a participation herein,
               each Participant 



                                       42
<PAGE>   48

               agrees to be bound by the provisions of Section 6.2(b) as if
               such Participant were a Bank; and

               (g) 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.

               Section 13.5. Costs, Expenses and Taxes. The Company agrees to
pay on demand (a) all out-of-pocket costs and expenses of the Agent (including
the 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) 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 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 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 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. All obligations provided for in this Section 13.6 shall survive repayment
of the Loans, cancellation of the Notes 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 



                                       43
<PAGE>   49

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 by means of a letter, addressed to each such
Bank and the Agent, substantially in the form of Exhibit J. Each such 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 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.

               (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 commercial banks or financial
institutions (which may be a Bank or Banks and each of which shall herein be
called a "Successor Bank") with the approval of the Agent (such approval not to
be unreasonably withheld) 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



                                       44
<PAGE>   50

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, 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.

               (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) 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. Such revised Schedule I shall be deemed conclusive in the absence of
demonstrable error.



                                       45
<PAGE>   51

               (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 Notes expressed
herein or in the Notes 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
telegraphic, telex 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 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. Subject to Section 9.9, 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



                                       46
<PAGE>   52

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 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.




                                       47
<PAGE>   53

               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: EXECUTIVE VICE PRESIDENT


                                      By: /s/ PAMELA S. HENDRY
                                          --------------------------------------
                                          Name: PAMELA S. HENDRY
                                          Title: VICE PRESIDENT AND TREASURER

                                      Address:    1999 Avenue of the Stars, 
                                                  39th Floor
                                                  Los Angeles, California  90067

                                      Attention:  Pamela S. Hendry
                                      Telephone:  310-788-1999
                                      Facsimile:  310-788-1990
                                      Telex:      69-1400 INTERLEAS BVHL



                                       48
<PAGE>   54

Agent:                                CITICORP USA, INC., in its individual 
                                      corporate capacity and as Agent


                                      By: /s/ ROBERT A. DANZIGER
                                          --------------------------------------
                                          Name: ROBERT A. DANZIGER
                                          Title: Attorney-In-Fact

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

                                      Address:   2 Penns Way, Suite 200
                                                 New Castle, DE 19720

                                      Attention: Christian Laughton
                                      Telephone: 302-894-6005
                                      Facsimile: 302-894-6120



                                       49
<PAGE>   55

Banks:                                CITIBANK, N.A.


                                      By: /s/ ARTHUR E. DEFFAA              
                                          --------------------------------------
                                          Name: Arthur E. Deffaa
                                          Title: Managing Director 
                                                 Global Aviation

                                      Address:    399 Park Avenue, 12th Floor
                                                  New York, NY 10043

                                      Attention:  Mr. Tom Hollohan
                                      Telephone:  212-559-4243
                                      Facsimile:  212-793-1246

                                      THE CHASE MANHATTAN BANK


                                      By: /s/ RICHARD C. SMITH
                                          --------------------------------------
                                          Name: Richard C. Smith
                                          Title: Vice President

                                      Address:   270 Park Avenue, 38th Floor
                                                 New York, NY 10017


                                      Attention: Mr. Dick Smith
                                      Telephone: 213-270-5435
                                      Facsimile: 213-270-5100

                                      COMMERZBANK AG, LOS ANGELES BRANCH


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


                                      By: /s/ WERNER SCHMIDBAUER
                                          --------------------------------------
                                          Name: Werner Schmidbauer
                                          Title: Vice President


                                      Address:   633 West 5th St., Suite 6600
                                                 Los Angeles, CA 90071

                                      Attention: Mr. Werner Schmidbauer
                                      Telephone: 213-683-5413
                                      Facsimile: 213-623-0039



                                       50
<PAGE>   56

                                      SOCIETE GENERALE


                                      By: /s/ MAUREEN KELLY
                                          --------------------------------------
                                          Name: Maureen Kelly
                                          Title: Director

                                      Address:   2029 Century Park East
                                                 Suite 2900
                                                 Los Angeles, CA 90067

                                      Attention: Ms. Maureen Kelly
                                      Telephone: 310-788-7110
                                      Facsimile: 310-551-1537

                                      BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                      By: /s/ MICHAEL C. IRWIN
                                          --------------------------------------
                                          Name: Michael C. Irwin
                                          Title: Vice President

                                      Address:   1251 Avenue of the Americas
                                                 New York, NY 10020-1104

                                      Attention: Mr. Michael Irwin
                                      Telephone: 212-782-4316
                                      Facsimile: 212-782-6445

                                      CREDIT LYONNAIS


                                      By: /s/ PHILLIPPE SOUSTRA
                                          --------------------------------------
                                          Name: Phillippe Soustra
                                          Title: Senior Vice President

                                      Address:   1301 Avenue of the Americas
                                                 New York, NY 10019-6022

                                      Attention: Mr. Brian Bolotin
                                      Telephone: 212-261-3815
                                      Facsimile: 212-261-7368




                                       51
<PAGE>   57

                                      DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN 
                                                              ISLAND BRANCHES


                                      By: /s/ SUSAN A. MAROS
                                          --------------------------------------
                                          Name: Susan A. Maros
                                          Title: Director


                                      By: /s/ GAYMA Z. SHIVNARA
                                          --------------------------------------
                                          Name: Gayma Z. Shivnara
                                          Title: Vice President

                                      Address:   31 West 52nd Street
                                                 New York, NY 10019

                                      Attention: Ms. Susan Maros
                                      Telephone: 212-469-8104
                                      Facsimile: 212-469-8366

                                      DRESDNER BANK AG, NEW YORK BRANCH AND 
                                      GRAND CAYMAN BRANCH


                                      By: /s/ LLOYD C. STEVENS
                                          --------------------------------------
                                          Name: Lloyd C. Stevens
                                          Title: Vice President


                                      By: /s/ RAJIV GUPT
                                          --------------------------------------
                                          Name: Rajiv Gupt
                                          Title: Associate

                                      Address:   75 Wall Street
                                                 New York, NY 10005-2889

                                      Attention: Mr. Lloyd Stevens
                                      Telephone: 212-429-2229
                                      Facsimile: 212-429-2524

                                      THE FIRST NATIONAL BANK OF CHICAGO

                                      By: /s/ CORY M. HELFAND
                                          --------------------------------------
                                          Name: Cory M. Helfand
                                          Title: Vice President

                                      Address:   1 First National Plaza
                                                 16th Floor
                                                 Chicago, IL 60670-0084

                                      Attention: Mr. Richard Wilson
                                      Telephone: 312-732-2882
                                      Facsimile: 312-732-6222



                                       52
<PAGE>   58

                                      FLEET BANK


                                      By:              [SIG]
                                          --------------------------------------
                                          Name: [Illegible]
                                          Title: Vice President

                                      Address:   Mail Stop NY, NY S02T
                                                 1185 Avenue of the Americas
                                                 New York, NY 10017

                                      Attention: Mr. Charles Sabino
                                      Telephone: 212-819-6085
                                      Facsimile: 212-819-6212

                                      BAYERISCHE HYPO- UND VEREINSBANK AG, NEW 
                                      YORK BRANCH


                                      By: /s/ PAMELA J. GILLONS
                                          --------------------------------------
                                          Name: Pamela J. Gillons
                                          Title: Associate Director

                                      By: /s/ STEVEN ATWELL
                                          --------------------------------------
                                          Name: Steven Atwell
                                          Title: Director

                                      Address:   150 East 42nd Street 
                                                 32nd Floor
                                                 New York, NY 10006-1404

                                      Attention: Ms. Yoram Dankner
                                      Telephone: 212-672-5446
                                      Facsimile: 212-672-5530

                                      ROYAL BANK OF CANADA


                                      By: /s/ MICHAEL J. MADNICK
                                          --------------------------------------
                                          Name: Michael J. Madnick
                                          Title: Senior Manager

                                      Address:   One Liberty Plaza
                                                 New York, NY 10006-1404

                                      Attention: Mr. Mike Madnik
                                      Telephone: 212-428-6203
                                      Facsimile: 212-428-6459



                                       53
<PAGE>   59


                                      ABN AMRO BANK


                                      By: /s/ CARLA S. WAGGONS
                                          --------------------------------------
                                          Name:  Carla S. Waggons
                                          Title: Assistant Vice President

                                      Address:   135 S. LaSalle Street
                                                 Chicago, IL 60674-9135

                                      Attention: Mr. John Lewis
                                      Telephone: 312-904-2946
                                      Facsimile: 312-606-8428

                                      THE BANK OF NEW YORK


                                      By: /s/ JONATHAN ROLLINS
                                          --------------------------------------
                                          Name:  Jonathan Rollins
                                          Title: Assistant Vice President

                                      Address:   10990 Wilshire St., Suite 1125
                                                 Los Angeles, CA 90024

                                      Attention: Mr. Jonathan Rollins
                                      Telephone: 310-996-8658
                                      Facsimile: 310-996-8667

                                      BANK OF NOVA SCOTIA


                                      By: /s/ ROBERT REYNOLDS
                                          --------------------------------------
                                          Name:  Robert Reynolds
                                          Title: Relationship Manager

                                      Address:   580 California Street,  
                                                 Suite 2100
                                                 San Francisco, CA 94104

                                      Attention: Mr. Robert Lucchese
                                      Telephone: 415-986-1100
                                      Facsimile: 415-397-0791



                                       54
<PAGE>   60

                                      BANKBOSTON


                                      By: /s/ LAWRENCE C. BIGELOW
                                          --------------------------------------
                                          Name: Lawrence C. Bigelow
                                          Title: Managing Director

                                      Address:    P.O. 2016, Mail Location 
                                                  01-10-08
                                                  Boston, MA 02106

                                      Attention:  Mr. Larry Bigelow
                                      Telephone:  617-434-8868
                                      Facsimile:  617-434-1096

                                      BAYERISCHE LANDESBANK GIROZENTRALE,
                                      CAYMAN ISLANDS BRANCH


                                      By: /s/ ALEXANDER KOHNERT
                                          --------------------------------------
                                          Name: Alexander Kohnert
                                          Title: First Vice President 

                                      By: /s/ JAMES H. BOYLE
                                          --------------------------------------
                                          Name: James H. Boyle
                                          Title: Second Vice President

                                      Address:   560 Lexington Avenue, 17th 
                                                 Floor
                                                 New York, NY 10022

                                      Attention: Mr. Jim Boyle
                                      Telephone: 212-310-9817
                                      Facsimile: 212-310-9868



                                       55
<PAGE>   61

                                      BANCA NAZIONALE DEL LAVORO S.P.A. - NEW 
                                      YORK BRANCH

                                      By: /s/ MIGUEL MEDIDA
                                          --------------------------------------
                                          Name:  Miguel Medida
                                          Title: Vice President

                                      By: /s/ LEONARDO VALENTINI
                                          --------------------------------------
                                          Name:  Leonardo Valentini
                                          Title: First Vice President

                                      Address:   25 West 51st Street
                                                 New York, NY 10019

                                      Attention: Mr. Giulio Giovine
                                      Telephone: 212-314-0239
                                      Facsimile: 212-765-2978

                                      CARIPLO-CASSA DI RISPARMIO DELLE PROVINCIE
                                      LOMBARDE S.P.A.


                                      By: /s/ ANTHONY GIOBBI
                                          --------------------------------------
                                          Name:  Anthony Giobbi  
                                          Title: Asst. Vice President


                                      By: /s/ MARIA ELENA GREEK        
                                          --------------------------------------
                                          Name:  Maria Elena Greek
                                          Title: Asst. Vice President

                                      Address:   10 East 53rd Street, 36th Floor
                                                 New York, NY 10022

                                      Attention: Mr. Anthony Giobbi
                                      Telephone: 212-527-8737
                                      Facsimile: 212-527-8777

                                      DG BANK


                                      By: /s/ STEPHANIE GAENSSLEN
                                          --------------------------------------
                                          Name:  Stephanie Gaensslen
                                          Title: Asst. Vice President

                                      Address:   609 Fifth Avenue
                                                 New York, NY 10017

                                      Attention: Ms. Stephanie Gaensslen
                                      Telephone: 212-745-1583
                                      Facsimile: 212-745-1556



                                       56
<PAGE>   62

                                      FUJI BANK, LTD.


                                      By: /s/ MASAHITO FUKUDA
                                          --------------------------------------
                                          Name:  Masahito Fukuda
                                          Title: Joint General Manager

                                      Address:   333 S. Hope Street, Suite 3900
                                                 Los Angeles, CA 90071-1406

                                      Attention: Mr. Steve Brennan
                                      Telephone: 213-253-4174
                                      Facsimile: 213-253-4178

                                      UBS AG, STAMFORD BRANCH


                                      By: /s/ DENISE M. CLERKIN
                                          --------------------------------------
                                          Name:  Denise M. Clerkin
                                          Title: Associate Director
                                                 Loan Portfolio Support, US


                                      By: /s/ RICHARD T. CONWAY
                                          --------------------------------------
                                          Name:  Richard T. Conway
                                          Title: Associate Director
                                                 Loan Portfolio Support, US

                                      Address:   677 Washington Boulevard
                                                 Stamford, CT 06901

                                      Attention: Ms. Marie Mulcahy
                                      Telephone: 203-719-3836
                                      Facsimile: 203-719-3092

                                      WESTDEUTSCHE LANDESBANK


                                      By: /s/ RAYMOND K. HIND         
                                          --------------------------------------
                                          Name:  Raymond K. Hind
                                          Title: Vice President

                                      Address:   633 West Fifth Street, Suite 
                                                 6750
                                                 Los Angeles, CA 90024

                                      Attention: Mr. Bob Edmonds
                                      Telephone: 213-623-1401
                                      Facsimile: 213-623-4706



                                       57
<PAGE>   63

                                      ARAB BANK PLC


                                      By:  /s/ NOFATT S. BAIBOR
                                          --------------------------------------
                                          Name:  Nofatt S. Baibor
                                          Title: EVP, Regional Manager

                                      Address:   520 Madison Avenue, 2nd Floor
                                                 New York, NY 10022

                                      Attention: Mr. John Adams
                                      Telephone: 212-715-9765
                                      Facsimile: 212-593-4632

                                      BANCO DI NAPOLI


                                      By:  /s/ CLAUDE P. MAPES
                                          --------------------------------------
                                          Name:  Claude P. Mapes
                                          Title: First Vice President


                                      By:  /s/ VITO SPADA
                                          --------------------------------------
                                          Name:  Vito Spada
                                          Title: Executive Vice President


                                      Address:   4 East 54th Street
                                                 New York, NY 10171-0026

                                      Attention: Mr. Franco Di Mario
                                      Telephone: 212-872-2415
                                      Facsimile: 212-872-2426

                                      BANK OF HAWAII


                                      By:  /s/ ROBERT M. WHEELER III
                                          --------------------------------------
                                          Name:  Robert M. Wheeler III
                                          Title: Vice President

                                      Address:   P.O. Box 2900
                                                 Honolulu, HI 96846-6000

                                      Attention: Mr. Robert Wheeler
                                      Telephone: 808-537-8237
                                      Facsimile: 808-537-8301



                                       58
<PAGE>   64

                                      BANK OF MONTREAL


                                      By: /s/ BRIAN L. BANKE
                                          --------------------------------------
                                          Name:  Brian L. Banke
                                          Title: Director

                                      Address:   430 Park Avenue
                                                 New York, NY 10022

                                      Attention: Mr. Brian L. Banke
                                      Telephone: 212-605-1643
                                      Facsimile: 212-605-1454

                                      BANCO CENTRAL HISPANOAMERICANO S.A.

                                      By: /s/ LOUIS FERREIRA         
                                          --------------------------------------
                                          Name: Louis Ferreira
                                          Title: Vice President

                                      Address:   50 Broadway, 2nd Floor
                                                 New York, NY 10004

                                      Attention: Mr. Sen Louie
                                      Telephone: 212-361-5145
                                      Facsimile: 212-361-5149

                                      BANCA COMMERCIALE ITALIANA,
                                      LOS ANGELES FOREIGN BRANCH


                                      By: /s/ E. BOMBIERI
                                          --------------------------------------
                                          Name:  E. Bombieri
                                          Title: V.P. & Manager


                                      By: /s/ J. WITYAK
                                          --------------------------------------
                                          Name:  J. Wityak
                                          Title: V.P.

                                      Address:   555 S. Flower Street
                                                 Los Angeles, CA 90071

                                      Attention: Mr. Jack Wityak
                                      Telephone: 213-624-0440
                                      Facsimile: 213-624-0457



                                       59
<PAGE>   65

                                      BANQUE NATIONALE DE PARIS


                                      By:        /s/ C. BETTLES
                                          --------------------------------------
                                          Name:  C. Bettles
                                          Title: Sr. V.P. & Manager

                                      By:  TJALLING TERPSTRA
                                          --------------------------------------
                                          Name: Tjalling Terpstra 
                                          Title: V.P.

                                      Address:   725 S. Figueroa Street
                                                 Suite 2090
                                                 Los Angeles, CA 90017

                                      Attention: Mr. Tjalling Terpstra
                                      Telephone: 213-688-6425
                                      Facsimile: 213-488-9602

                                      FIRST HAWAIIAN BANK


                                      By:        /s/ TRAVIS RUETENIK
                                          --------------------------------------
                                          Name:  Travis Ruetenik
                                          Title: Corporate Banking Officer

                                      Address:   999 Bishop Street, 11th Floor
                                                 Honolulu, HI 96813

                                      Attention: Mr. Travis Ruetenik
                                      Telephone: 808-525-7074
                                      Facsimile: 808-525-6372

                                      THE INDUSTRIAL BANK OF JAPAN


                                      By:        /s/ H. W. JACK
                                          --------------------------------------
                                          Name:  H. W. Jack
                                          Title: Senior Deputy General Manager

                                      Address:   350 S. Grand Avenue, Suite 1500
                                                 Los Angeles, CA 90071

                                      Attention: Mr. Craig Papayanis
                                      Telephone: 213-893-6441
                                      Facsimile: 213-488-9840



                                       60
<PAGE>   66

                                      MELLON BANK


                                      By: /s/ DAVID B. WIRL
                                          --------------------------------------
                                          Name:  David B. Wirl
                                          Title: Assistant Vice President

                                      Address:   One Mellon Bank Center       
                                                 Pittsburgh, PA 15258-0001

                                      Attention: Mr. Dean Pace
                                      Telephone: 213-553-9531
                                      Facsimile: 213-553-9970

                                      NATEXIS BANQUE


                                      By: /s/ GILLES CHARMEY
                                          --------------------------------------
                                          Name:  Gilles Charmey
                                          Title: Vice President

                                      By: /s/ XANE GUYARD
                                          --------------------------------------
                                          Name:  Xane Guyard
                                          Title: Vice President

                                      Address:    45 Rue Saint-Dominique
                                                  75700 Paris France

                                      Attention:  Mr. Gilles Charmey
                                      Telephone:  011-331-48-00-21-28
                                      Facsimile:  011-331-45-55-45-09



                                       61
<PAGE>   67

                                      NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW 
                                      YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH


                                      By: /s/ STEPHEN K. HUNTER
                                          --------------------------------------
                                          Name:  Stephen K. Hunter
                                          Title: SVP

                                      By: /s/ STEPHANIE FINNEN
                                          --------------------------------------
                                          Name:  Stephanie Finnen
                                          Title: VP

                                      Address:   1270 Avenue of the Americas
                                                 14th Floor
                                                 New York, NY 10020

                                      Attention: Ms. Stephanie Finnen
                                      Telephone: 212-332-8606
                                      Facsimile: 212-332-8660

                                      THE SANWA BANK LTD.


                                      By: /s/ STEPHEN C. SMALL
                                          --------------------------------------
                                          Name:  Stephen C. Small
                                          Title: Vice President & Area Manager

                                      Address:   55 East 52nd Street
                                                 New York , NY 10022

                                      Attention: Mr. Steve Small
                                      Telephone: 212-339-6201
                                      Facsimile: 212-754-1304



                                       62
<PAGE>   68

                                      STANDARD CHARTERED


                                      By:  /s/ ROBERT L. GILBERT
                                          --------------------------------------
                                          Name: Robert L. Gilbert
                                          Title: Vice President

                                      By: /s/ PAUL S. KNOX
                                          --------------------------------------
                                          Name: Paul S. Knox
                                          Title: Regional Executive
 
                                      Address:   7 World Trade Center,  
                                                 27th Floor
                                                 New York, NY 10048

                                      Attention: Mr. Robert Gilbert
                                      Telephone: 212-667-0493
                                      Facsimile: 212-667-0251

                                      UNIBANK


                                      By:  /s/ THOMAS P. HICKEY
                                          --------------------------------------
                                          Name: Thomas P. Hickey
                                          Title: Vice President
                                      
                                      By: [SIG]
                                          --------------------------------
                                          Name: [Illegible]
                                          Title: Assistant Vice President
                                          
                                      Address:   20 West 55th Street
                                                 New York, NY 10019

                                      Attention: Mr. Tom Hickey
                                      Telephone: 212-603-6953
                                      Facsimile: 212-603-1685

                                      WELLS FARGO BANK


                                      By:  /s/ EDITH LIM 
                                          --------------------------------------
                                          Name: Edith Lim
                                          Title: Vice President

                                      Address:   707 Wilshire Blvd., 16th Floor
                                                 Los Angeles, CA 90017

                                      Attention: Ms. Edith Lim
                                      Telephone: 213-614-3903
                                      Facsimile: 213-614-2305



                                       63