<PAGE>   1

                                                                  EXECUTION COPY



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

                                   dated as of

                                November 17, 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>
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..............................................11
        Section 2.3.  Funding of Bid Loans.................................................13
        Section 2.4.  Bid Notes............................................................13

SECTION 3.  COMMITTED LOANS AND NOTES......................................................13
        Section 3.1.  Agreement to Make Committed Loans....................................13
        Section 3.2.  Procedure for Committed Loans........................................15
        Section 3.3.  Maturity of Committed Loans..........................................16
        Section 3.4.  Committed Notes......................................................16

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

SECTION 5.  REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT; PREPAYMENTS............18
        Section 5.1.  Voluntary Termination or Reduction of the Commitments................18
        Section 5.2.  Voluntary Prepayments................................................19

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

SECTION 7.  INCREASED COSTS AND SPECIAL PROVISIONS FOR ABSOLUTE RATE LOANS AND
        LIBOR RATE LOANS...................................................................22
        Section 7.1.  Increased Costs......................................................22
        Section 7.2.  Basis for Determining Interest Rate Inadequate or Unfair.............23
        Section 7.3.  Changes in Law Rendering Certain Loans Unlawful......................23
        Section 7.4.  Funding Losses.......................................................24
        Section 7.5.  Discretion of Banks as to Manner of Funding..........................24
</TABLE>



                                       i
<PAGE>   3

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
        Section 7.6.  Conclusiveness of Statements; Survival of Provisions.................24

SECTION 8.  REPRESENTATIONS AND WARRANTIES.................................................24
        Section 8.1.  Organization, etc....................................................25
        Section 8.2.  Authorization; Consents; No Conflict.................................25
        Section 8.3.  Validity and Binding Nature..........................................25
        Section 8.4.  Financial Statements.................................................25
        Section 8.5.  Litigation and Contingent Liabilities................................26
        Section 8.6.  Employee Benefit Plans...............................................26
        Section 8.7.  Investment Company Act...............................................26
        Section 8.8.  Public Utility Holding Company Act...................................26
        Section 8.9.  Regulation U.........................................................26
        Section 8.10.  Information.........................................................26
        Section 8.11.  Compliance with Applicable Laws, etc................................27
        Section 8.12.  Insurance...........................................................27
        Section 8.13.  Taxes...............................................................27
        Section 8.14.  Use of Proceeds.....................................................27
        Section 8.15.  Pari Passu..........................................................27
        Section 8.16.  Ownership and Liens.................................................28
        Section 8.17.  Year 2000...........................................................29

SECTION 9.  COVENANTS......................................................................29
        Section 9.1.  Reports, Certificates and Other Information..........................29
        Section 9.2.  Existence............................................................30
        Section 9.3.  Nature of Business...................................................31
        Section 9.4.  Books, Records and Access............................................31
        Section 9.5.  Insurance............................................................31
        Section 9.6.  Repair...............................................................31
        Section 9.7.  Taxes................................................................31
        Section 9.8.  Compliance...........................................................31
        Section 9.9.  Sale of Assets.......................................................32
        Section 9.10.  Consolidated Indebtedness to Consolidated Tangible Net
                       Worth Ratio.........................................................32
        Section 9.11.  Fixed Charge Coverage Ratio.........................................32
        Section 9.12.  Consolidated Tangible Net Worth.....................................32
        Section 9.13.  Restricted Payments.................................................32
        Section 9.14.  Liens...............................................................32
        Section 9.15.  Leases..............................................................35
        Section 9.16.  Use of Proceeds.....................................................35

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

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



                                       ii
<PAGE>   4

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
SECTION 12.  THE AGENT.....................................................................39
        Section 12.1.  Authorization.......................................................39
        Section 12.2.  Indemnification.....................................................39
        Section 12.3.  Action on Instructions of the Required Banks........................40
        Section 12.4.  Payments............................................................40
        Section 12.5.  Exculpation.........................................................41
        Section 12.6.  Credit Investigation................................................41
        Section 12.7.  CUSA and Affiliates.................................................43
        Section 12.8.  Resignation.........................................................43

SECTION 13.  GENERAL.......................................................................43
        Section 13.1.  Waiver; Amendments..................................................43
        Section 13.2.  Notices.............................................................44
        Section 13.3.  Computations........................................................44
        Section 13.4.  Assignments; Participations.........................................44
        Section 13.5.  Costs, Expenses and Taxes...........................................48
        Section 13.6.  Indemnification.....................................................48
        Section 13.7.  Regulation U........................................................49
        Section 13.8.  Extension of Termination Dates; Removal of Banks;
                       Substitution of Banks...............................................49
        Section 13.9.  Captions............................................................51
        Section 13.10.  Governing Law; Severability........................................51
        Section 13.11.  Counterparts; Effectiveness........................................51
        Section 13.12.  Further Assurances.................................................51
        Section 13.13.  Successors and Assigns.............................................51
        Section 13.14.  Waiver of Jury Trial...............................................52
        Section 13.15.  No Fiduciary Relationship..........................................52
</TABLE>



                                      iii
<PAGE>   5

                              SCHEDULES AND EXHIBITS


<TABLE>
<S>            <C>
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)
</TABLE>



                                       iv
<PAGE>   6

                       364-DAY REVOLVING CREDIT AGREEMENT


                364-DAY REVOLVING CREDIT AGREEMENT (this "Agreement"), dated as
of November 17, 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


<PAGE>   7
                                      -2-


of such other Person, whether through ownership of stock, by contract or
otherwise.

                "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 on any day be
equal to the higher of, (a) the rate of interest announced publicly by Citibank,
N.A. in New York, New York, from time to time, as Citibank, N.A.'s base rate;
(b) the Federal Funds Rate for such day plus 1/2 of 1% per annum; (c) the
Three-Month Secondary CD Rate for such day plus 1/2 of 1% per annum; and (d)
during the period from and including December 15, 1999 to and including January
17, 2000, 2% per annum above the Targeted 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.


<PAGE>   8
                                      -3-


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

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

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

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

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

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

                "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


<PAGE>   9
                                      -4-


accordance with generally accepted accounting principles in the United States of
America.

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

                "CUSA" - see Preamble.

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

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


<PAGE>   10
                                      -5-


received by the Agent from three Federal funds brokers of recognized standing
selected by it.

                "Fixed Charge Coverage Ratio" on the last day of any quarter of
any fiscal year of the Company means the ratio for the period of four fiscal
quarters ending on such day of earnings to combined fixed charges and preferred
stock dividends referred to in Paragraph (d)(1)(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 June
30, 1999 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


<PAGE>   11
                                      -6-


be Indebtedness equal to the principal amount of such Indebtedness for borrowed
money which has been guaranteed, and a Guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be Indebtedness equal
to the maximum aggregate amount of such obligation, liability or dividend.

                "Indebtedness" of any Person means and includes all obligations
of such Person which in accordance with generally accepted accounting principles
in the United States of America shall be classified upon a balance sheet of such
Person as liabilities of such Person, and in any event shall include all:

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

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

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

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

                (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%),


<PAGE>   12
                                      -7-


determined pursuant to the following formula:

<TABLE>
<S>                               <C>
                    LIBOR =                         Base LIBOR
                                  ---------------------------------------------
                                       (1 - Eurodollar Reserve Percentage)
</TABLE>

                "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


<PAGE>   13
                                      -8-


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.

                "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


<PAGE>   14
                                      -9-


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

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

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

                "Reference Banks" means Citibank, N.A., 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).

                "Targeted Federal Funds Rate" has the meaning assigned to such
term in Regulation A of the Board of Governors of the Federal Reserve System.


<PAGE>   15
                                      -10-


                "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).

                "Termination Date" means, with respect to any Bank, the earliest
to occur of (i) November 15, 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).

                "Three-Month Secondary CD Rate" means, for any period, the
latest three-week moving average of secondary market morning offering rates in
the United States of America for three-month certificates of deposit of major
United States of America money market banks, such three-week moving average
being determined weekly on each Monday (or, if any such day is not a Business
Day, on the next succeeding Business Day) for the three-week period ending on
the next previous Friday by the Agent on the basis of such rates reported by
certificate of deposit dealers to and published by the Federal Reserve Bank of
New York or, if such publications shall be suspended or terminated, on the basis
of quotations for such rates received by the Agent from three New York
certificate of deposit dealers of recognized standing selected by the Agent, in
either case adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of
1%, to the next highest 1/4 of 1%.

                "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


<PAGE>   16
                                      -11-


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 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


<PAGE>   17
                                      -12-


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 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


<PAGE>   18
                                      -13-


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 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.


<PAGE>   19
                                      -14-


                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.

                (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


<PAGE>   20
                                      -15-


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 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 for such Loan until such Loan is paid in full, as follows:

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

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

                (c) if such Loan is a Committed Loan that is a LIBOR Rate Loan,
at a rate per annum equal to the LIBOR Rate applicable to the Loan Period for
such Loan; provided, however, that after the maturity of any Loan (whether by
acceleration or otherwise), such Loan shall bear interest on the unpaid
principal amount thereof at a rate per annum (calculated on the


<PAGE>   21
                                      -16-


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 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


<PAGE>   22
                                      -17-


accordance with Schedule II hereto. Such fee shall be payable quarterly in
arrears on the last Business Day of March, June, September and December of each
year (beginning with the last Business Day of December, 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.

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

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

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


<PAGE>   23
                                      -18-


fees and all other obligations of the Company hereunder; provided, however, that
the Company may not at any time terminate the Commitments if any Bid Loan is
outstanding (unless the holder of each such outstanding Bid Loan has given its
prior written consent to the concurrent repayment of such Bid Loan).

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

                SECTION 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


<PAGE>   24
                                      -19-


payment had been distributed pursuant to the provisions of Section 6.2(a), such
Bank or other holder shall purchase from the other Banks or holders, in a manner
to be specified by the Agent, such participations in the Committed Loans held by
them as shall be necessary so that all such payments of principal and interest
with respect to the Committed Loans shall be shared by the Banks and other
holders pro rata in accordance with their respective Percentages; provided,
however, that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Bank or holder, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

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

                Section 6.3. Set-off. The Company agrees that the Agent, each
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,


<PAGE>   25
                                      -20-


                (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 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 of America 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 of America 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 or 13.8(c), its Funding Office is entitled to receive payments of
principal and interest hereunder without deduction for or on account of any
Taxes imposed by the United States of America or any political subdivision
thereof.


                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


<PAGE>   26
                                      -21-


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

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

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

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

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


<PAGE>   27
                                      -22-


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

                (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


<PAGE>   28
                                      -23-


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

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

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

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


<PAGE>   29
                                      -24-


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

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

                Section 8.3. Validity and Binding Nature. This Agreement is, and
the Notes 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, 1998, and unaudited
consolidated financial statements as at June 30, 1999, a copy of each of which
has been furnished to each Bank, have been prepared in conformity with generally
accepted accounting principles in the United States of America applied on a
basis consistent with that of the preceding fiscal year 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


<PAGE>   30
                                      -25-


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.

                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
October 6, 1999 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


<PAGE>   31
                                      -26-


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 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.


<PAGE>   32
                                      -27-


                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 of America 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.

                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


<PAGE>   33
                                      -28-


        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 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,


<PAGE>   34
                                      -29-


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

                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 of
America, except where failure to pay such Taxes, individually or in the
aggregate, cannot reasonably be expected to have a Material Adverse Effect.

                Section 9.8. Compliance. Comply, and cause each Subsidiary to
comply, 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.


<PAGE>   35
                                      -30-


                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 of America 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 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


<PAGE>   36
                                      -31-


        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;

                (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


<PAGE>   37
                                      -32-


        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
        of America 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 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.


<PAGE>   38
                                      -33-


                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 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.


<PAGE>   39
                                      -34-


                Section 10.2. Conditions to the Availability of the Commitments.
The obligations of each Bank hereunder are subject to the satisfaction of each
of the following conditions precedent, and the Banks' Commitments shall not
become available until the date on which 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 LLP, counsel
        for the Company, in substantially the form of Exhibit G, and the General
        Counsel of the Company, in substantially the form of Exhibit H.

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

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

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


<PAGE>   40
                                      -35-


        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 Facility. The Company
        shall have paid all amounts owing and otherwise satisfied and discharged
        all of its obligations arising under the $1,500,000,000 364-Day
        Revolving Credit Agreement, dated as of January 15, 1999, as amended,
        among the Company, the Agent and the banks named therein, and such
        agreement shall have been terminated and be of no further force and
        effect, evidence of which shall have been made available to the Agent.

                SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT.

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

                11.1.1. Non-Payment of 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 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,


<PAGE>   41
                                      -36-


        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.

                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


<PAGE>   42
                                      -37-


        Subsidiary is otherwise indemnified if the terms of such indemnification
        are satisfactory to the Required Banks.

                11.1.8. Change of Ownership. AIG shall cease to own beneficially
        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 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


<PAGE>   43
                                      -38-


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 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


<PAGE>   44
                                      -39-


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 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.


<PAGE>   45
                                      -40-


                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 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


<PAGE>   46
                                      -41-


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 of America applied on a basis consistent with those in
effect as at the date of the Company's audited financial statements referred to
in Section 8.4. If there should be any material change in generally accepted
accounting principles in the United States of America after the date hereof
which materially affects the financial covenants in this Agreement, the parties
hereto agree to negotiate in good faith appropriate revisions of such covenants
(it being understood, however, that such covenants shall remain in full force
and effect in accordance with their existing terms pending the execution by the
Company and the 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).


<PAGE>   47
                                      -42-


                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


<PAGE>   48
                                      -43-


        relevant Assignee) new Notes in favor of such Assignee and, if the
        assigning Bank has 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


<PAGE>   49
                                      -44-


                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 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.


<PAGE>   50
                                      -45-


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

                Section 13.8. Extension of Termination Dates; Removal of Banks;
Substitution of Banks. (a) Not more than 60 days nor less than 45 days prior to
the then-effective Termination Date, the Company may, at its option, request all
the Banks then party to this Agreement to extend their scheduled Termination
Dates by an additional 364 days 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, or if not a Bank, shall be
acceptable to the Agent (such acceptance not to be unreasonably withheld), 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


<PAGE>   51
                                      -46-


(as if (i) in the case of any Bank electing not to extend its scheduled
Termination Date pursuant to subsection (a) above, such Successor Bank had
extended its scheduled Termination Date pursuant to such subsection (a) and (ii)
in the case of any Bank that is the subject of a notice of removal pursuant to
sub-section (b) above, no such notice of removal had been given by the Company);
provided, that prior to replacing any Terminating Bank with any Successor Bank,
the Company shall have given each Bank which has agreed to extend its
Termination Date an opportunity to increase its Commitment by all or a portion
of the Terminating Banks' Commitments. Such succession and assumption shall be
effected by means of one or more agreements supplemental to this Agreement among
the Terminating Bank, the Successor Bank, the Company and the Agent. On and as
of the effective date of each such supplemental agreement (i) each Successor
Bank party thereto shall be and become a Bank for all purposes of this Agreement
and to the same extent as any other Bank hereunder and shall be bound by and
entitled to the benefits of this Agreement in the same manner as any other Bank
and (ii) the Borrower agrees to pay to the Agent for the account of the Agent a
processing fee of $2,500 for each such Successor Bank which is not a Bank.

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


<PAGE>   52
                                      -47-


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.

                (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.


<PAGE>   53
                                      -48-


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

                Section 13.15. No Fiduciary Relationship. The Company
acknowledges that neither the Agent nor any Bank has any fiduciary relationship
with, or fiduciary duty to, the Company arising out of or in connection with
this Agreement, the Notes 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.


<PAGE>   54

                                      -49-


               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/ [SIGNATURE ILLEGIBLE}
                                               ---------------------------------
                                               Name:  [NAME ILLEGIBLE}
                                               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


<PAGE>   55

                                      -50-


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


                                            By: /s/ ROBERT A. DANZIGER
                                               ---------------------------------
                                               Name: ROBERT A. DANZIGER
                                               Title: Vice President

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

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

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


<PAGE>   56
                                      -51-


Banks:                                      CITIBANK, N.A.


                                            By: /s/ ROBERT A. DANZIGER
                                               ---------------------------------
                                               Name: ROBERT A. DANZIGER
                                               Title: Vice President

                                            Address:
                                            399 Park Avenue
                                            New York, NY 10043

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



<PAGE>   57
                                      -52-


                                            THE CHASE MANHATTAN BANK


                                            By: [SIGNATURE ILLEGIBLE]
                                               ---------------------------------
                                               Name:
                                               Title:

                                            Address:
                                            1 Chase Manhattan Plaza, 8th Floor
                                            New York, NY 10005

                                            Attention:  Lenora Kiernan
                                            Telephone:  212-552-7309
                                            Facsimile:  212-552-5650


<PAGE>   58
                                      -53-


                                            COMMERZBANK AKTIENGESELLSCHAFT NEW
                                            YORK AND GRAND CAYMAN BRANCHES


<TABLE>
<S>                                         <C>                            <C>
                                            By: /s/ CHRISTAIN JAGENBERG    /s/ [SIGNATURE ILLEGIBLE]
                                               -----------------------------------------------------
                                               Name: Christian Jagenberg      [NAME ILLEGIBLE]
                                               Title: SVP and Manager         Vice President
</TABLE>

                                            Address:
                                            2 World Financial Center
                                            New York, NY 10281

                                            Attention:  Christine Hunermund
                                            Telephone:  212-266-7684
                                            Facsimile:  212-266-7499


<PAGE>   59
                                      -54-


                                            SOCIETE GENERALE


                                            By: /s/ RICHARD BERNAL
                                               ---------------------------------
                                               Name:  Richard Bernal
                                               Title: Vice President

                                            Address:
                                            1221 Avenue of the Americas
                                            New York, NY 10020

                                            Attention:  Charles Fischer
                                            Telephone:  212-278-6239
                                            Facsimile:  212-278-7430


<PAGE>   60
                                      -55-


                                            BANK OF TOKYO-MITSUBISHI
                                            TRUST COMPANY


                                            By: /s/ JOSEPH P. DEVOE
                                               ---------------------------------
                                               Name:  JOSEPH P. DEVOE
                                               Title: Vice President

                                            Address:
                                            1251 Avenue of the Americas, 12th
                                            Floor
                                            New York, NY 10020-1104

                                            Attention:  Rolando Uv
                                            Telephone:  201-413-8570
                                            Facsimile:  201-521-2304/2305


<PAGE>   61
                                      -56-


                                            BANK ONE, N.A. (formerly known as
                                            the"First National Bank of Chicago")


                                            By: /s/ RICHARD WILSON
                                               ---------------------------------
                                               Name:  Richard Wilson
                                               Title: Assistant Vice President

                                            Address:
                                            1 Bank One Plaza
                                            Chicago, IL 60670-0084

                                            Attention:  William Sholten
                                            Telephone:  312-732-4600
                                            Facsimile:  312-732-6222


<PAGE>   62
                                      -57-


                                            CREDIT LYONNAIS NEW YORK BRANCH


                                            By: /s/ [SIGNATURE ILLEGIBLE]
                                               ---------------------------------
                                               Name:  [Name Illegible]
                                               Title: Senior Vice President

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

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


<PAGE>   63
                                      -58-


                                            DEUTSCHE BANK AG NEW YORK AND/OR
                                            CAYMAN ISLANDS BRANCHES


                                            By: /s/ GEORGE KORCHOWSKY
                                               ---------------------------------
                                               Name:  George Korchowsky
                                               Title: Vice President

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


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

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


<PAGE>   64
                                      -59-


                                            FLEET BANK, N.A.


                                            By: /s/ JOHN TOPOLOVEC
                                               ---------------------------------
                                               Name:  John Topolovec
                                               Title: Assistant Vice President

                                            Address:
                                            1185 Avenue of the Americas
                                            Mail Stop NY, NY S02T
                                            New York, NY 10036

                                            Attention:  John Topolovec
                                            Telephone:  212-819-6121
                                            Facsimile:  212-819-6212


<PAGE>   65
                                      -60-


                                            ROYAL BANK OF CANADA


                                            By: /s/ [SIGNATURE ILLEGIBLE]
                                               ---------------------------------
                                               Name:  [NAME ILLEGIBLE]
                                               Title: [TITLE ILLEGIBLE]

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

                                            Attention:  Mike Madnick
                                            Telephone:  212-428-6203
                                            Facsimile:  212-428-6459


<PAGE>   66
                                      -61-


                                            BAYERISCHE HYPO-UND VEREINSBANK
                                            AG, NEW YORK BRANCH


<TABLE>
<S>                                         <C>
                                            By: /s/ STEVEN ATWELL  /s/ IMKE ENGLEMANN
                                               --------------------------------------
                                               Name: Steven Atwell     Imke Englemann
                                               Title: Director         Associate Director
</TABLE>

                                            Address:
                                            150 East 42nd Street
                                            New York, NY 10017

                                            Attention:  Arelis Cepeda
                                            Telephone: 212-672-5495
                                            Facsimile:  212-672-5691


<PAGE>   67
                                      -62-


                                            ABN AMRO BANK


<TABLE>
<S>                                         <C>
                                            By: /s/ DAVID J. THOMAS          /s/ [SIGNATURE ILLEGIBLE]
                                               ----------------------------------------------------------
                                               Name:  David J. Thomas            [Name Illegible]
                                               Title: Group Vice President       Assistant Vice President
</TABLE>

                                            Address:
                                            208 South LaSalle, Suite 1500
                                            Chicago, IL 60604-1003

                                            Attention:  Loan Administration
                                            Telephone:  312-992-5151
                                            Facsimile:  312-992-5156


<PAGE>   68
                                      -63-


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


<TABLE>
<S>                                         <C>
                                            By: /s/ GIULIO GIOVINE            /s/ LEONARDO VALENTINI
                                               -----------------------------------------------------
                                               Name:  Giulio Giovine              Leonardo Valentini
                                               Title: Vice President              First Vice President
</TABLE>

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

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


<PAGE>   69
                                      -64-


                                            BAYERISCHE LANDESBANK
                                            GIROZENTRALE, CAYMAN ISLANDS
                                            BRANCH


By: /s/ JAMES H. BOYLE                       By: /s/  HEREWARD DRUMMOND
   ---------------------------------            --------------------------------
   Name: James H. Boyle                         Name:  Hereward Drummond
   Title: Vice President                        Title: Senior Vice President

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

                                            Attention:  Patricia Sanchez
                                            Telephone:  212-310-9810
                                            Facsimile:  212-310-9930


<PAGE>   70
                                      -65-


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


                                            By: /s/ MARIA ELENA GREENE
                                               ---------------------------------
                                               Name:  Maria Elena Greene
                                               Title: Assistant Vice President

                                            By: /s/ CHARLES W. KENNEDY
                                               ---------------------------------
                                               Name:  Charles W. Kennedy
                                               Title: First Vice President

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

                                            Attention:  Marilena Greene
                                            Telephone:  212-527-8744
                                            Facsimile:  212-527-8777


<PAGE>   71
                                      -66-


                                            DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
                                            AG


                                            By: /s/ CRAIG ANDERSON
                                               ---------------------------------
                                               Name:  CRAIG ANDERSON
                                               Title: Assistant Vice President


                                            By: /s/ ROB T. JOKHAI
                                               ---------------------------------
                                               Name:  Rob T. Jokhai
                                               Title: Assistant Vice President

                                            Address:
                                            609 Fifth Avenue
                                            New York, NY 10017-1021

                                            Attention:  Craig Anderson
                                            Telephone:  212-745-1583
                                            Facsimile:  212-745-1556/1550


<PAGE>   72
                                      -67-


                                            FUJI BANK, LTD.


                                            By: /s/ MASAHITO FUKUDA
                                               ---------------------------------
                                               Name:  Masahito Fukuda
                                               Title: Senior Vice President

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

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


<PAGE>   73
                                      -68-


                                            WESTDEUTSCHE LANDESBANK


<TABLE>
<S>                                         <C>
                                            By: /s/ RAYMOND K. MILLER      /s/ [SIGNATURE ILLEGIBLE]
                                               -----------------------------------------------------
                                               Name:  Raymond K. Miller        [Name Illegible]
                                               Title: Vice President           Associate
</TABLE>

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

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


<PAGE>   74
                                      -69-


                                            THE BANK OF NEW YORK


                                            By: /s/ ROBERT LOUK
                                               ---------------------------------
                                               Name:  Robert Louk
                                               Title: Vice President

                                            Address:
                                            One Wall Street, 22nd Floor
                                            New York, NY 10005

                                            Attention:  Dawn Hertling
                                            Telephone:  212-635-6742
                                            Facsimile:  212-635-6399/6877


<PAGE>   75
                                      -70-


                                            THE BANK OF NOVA SCOTIA


                                            By: /s/ ROBERT LUCCHESE
                                               ---------------------------------
                                               Name:  Robert Lucchese
                                               Title: Director

                                            Address:
                                            580 California Street, Suite 2100
                                            Los Angeles, CA 94104

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


<PAGE>   76
                                      -71-


                                 BANCO DI NAPOLI
                               4 East 54th Street
                               New York, NY 10022


By: /s/ VITO SPADA                          By: /s/ CLAUDE P. MAPES
   ---------------------------------           ---------------------------------
    Vito Spada                                  Claude P. Mapes
    Executive Vice President                    Vice President



                             Attention: CLEMENTE IMPERIALI
                                        VICE PRESIDENT
                                        Telephone:  212-872-2417
                                        Facsimile:  212-872-2426


<PAGE>   77
                                      -72-


                                            ARAB BANK PLC


                                            By: /s/ [SIGNATURE ILLEGIBLE]
                                               ---------------------------------
                                               Name:
                                               Title:

                                            Address:
                                            520 Madison Avenue
                                            New York, NY 10022

                                            Attention:  Justo Huapaya
                                            Telephone:  212-715-9713
                                            Facsimile:  212-593-4632


<PAGE>   78
                                      -73-


                                            BANCA COMMERCIALE ITALIANA
                                            LOS ANGELES FOREIGN BRANCH


<TABLE>
<S>                                         <C>
                                            By: /s/ [SIGNATURE ILLEGIBLE]     /s/ E. BERMANT
                                               -----------------------------------------------------
                                               Name:  [Name Illegible]            E. Bermant
                                               Title: [Illegible]                 FVP/Deputy Manager
</TABLE>

                                            Address:
                                            One William Street
                                            New York, NY 10004

                                            Attention:  Jonathan Sahr
                                            Telephone:  212-607-3814
                                            Facsimile:  212-607-3897


<PAGE>   79
                                      -74-


                                            BANCA DI ROMA - SAN FRANCISCO


                                            By: /s/ THOMAS C. WOODRUFF
                                               ---------------------------------
                                               Name:  THOMAS C. WOODRUFF
                                               Title: Vice President
                                                      97969

                                            By: /s/ FRANCESCO BAROLO
                                               ---------------------------------
                                               Name:  FRANCESCO BAROLO
                                               Title: 20538



                                            Address:
                                            One Market, Steuart Tower,
                                            Suite 1000
                                            San Francisco, CA 94105

                                            Attention:  Cecilia Gin
                                            Telephone:  415-977-7321
                                            Facsimile:  415-357-9869


<PAGE>   80
                                      -75-


                                            BANK OF HAWAII


                                            By: /s/ SCOTT R. NAHME
                                               ---------------------------------
                                               Name:  SCOTT R. NAHME
                                               Title: Vice President


                                            Address:
                                            130 Merchant Street, 20th Floor
                                            Honolulu, HI 96813

                                            Attention:  Scott R. Nahme
                                            Telephone:  808-538-4238
                                            Facsimile:  808-537-8301


<PAGE>   81
                                      -76-


                                            BANK OF MONTREAL


                                            By: /s/ BRUCE A. PIETKA
                                               ---------------------------------
                                               Name:  BRUCE A. PIETKA
                                               Title: DIRECTOR

                                            Address:
                                            430 Park Avenue
                                            New York, NY 10022

                                            Attention:  Brian Banke
                                            Telephone:  212-605-1643
                                            Facsimile:  212-605-1454


<PAGE>   82
                                      -77-


                                            FIRST HAWAIIAN BANK


                                            By: /s/ CHARLES L. JENKINS
                                               ---------------------------------
                                               Name:  Charles L. Jenkins
                                               Title: Vice President, Manager


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

                                            Attention:  Charles L. Jenkins
                                            Telephone:  808-525-6289
                                            Facsimile:  808-525-6372


<PAGE>   83
                                      -78-


                                            MELLON BANK

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


                                            Address:
                                            One Mellon Bank Center, Room 4425
                                            Pittsburgh, PA 15258

                                            Attention:  Dave Wirl
                                            Telephone:  412-234-4175
                                            Facsimile:   412-234-9047


<PAGE>   84
                                      -79-


                                            NATEXIS BANQUE


<TABLE>
<S>                                         <C>
                                            By: /s/ GILLES CHARMEY          /s/ XAVIER GUYARD
                                               -----------------------------------------------------
                                               Name:  Gilles CHARMEY           Xavier GUYARD
                                               Title: Vice President           Senior Vice President
</TABLE>



                                            Address:
                                            D.G.O.I.
                                            Unite Financements Specialises
                                            21, Boulevard Haussmann - 75009
                                            Paris - France

                                            Attention:  M. Herve Blasquez
                                            Telephone:  011-33-1-4800-4122
                                            Facsimile:  011-33-1-4800-4072


<PAGE>   85
                                      -80-


                                            SANWA BANK LIMITED

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


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

                                            Attention:  Stephen C. Small
                                            Telephone:  212-339-6201
                                            Facsimile:  212-754-1304


<PAGE>   86
                                      -81-


                                            THE INDUSTRIAL BANK OF JAPAN,
                                            LIMITED

                                            By: /s/ VICENTE L. TIMIRAOS
                                               ---------------------------------
                                               Name:  Vicente L. Timiraos
                                               Title: Joint General Manager


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

                                            Attention:  Svayan Ghosh-Mazumdar
                                            Telephone:  212-282-4093
                                            Facsimile:  212-282-4480


<PAGE>   87
                                      -82-


                                            WELLS FARGO BANK


                                            By: /s/ [SIGNATURE ILLEGIBLE]
                                               ---------------------------------
                                               Name:  [Illegible]
                                               Title: [Illegible]


                                            Address:
                                            201 Third Street
                                            San Francisco, CA 94103

                                            Attention:  Ginnie Padgett
                                            Telephone:  415-477-5374
                                            Facsimile:  415-512-1943


<PAGE>   88
                                      -83-


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


                                            By: /s/ [SIGNATURE ILLEGIBLE]
                                               ---------------------------------
                                               Name:  [Illegible]
                                               Title: SVP



                                            Address:
                                            1114 Avenue of the Americas, 37th
                                            Floor
                                            New York, NY 10036

                                            Attention:  Normann Liebenstein
                                            Telephone:  212-812-6809
                                            Facsimile:  212-812-6860


<PAGE>   89
                                      -84-


                                            BANQUE NATIONALE DE PARIS


<TABLE>
<S>                                         <C>
                                            By: /s/ C. BETTLES           /s/ [SIGNATURE ILLEGIBLE]
                                               ---------------------------------------------------
                                               Name:  C. BETTLES             [Name Illegible]
                                               Title: SR. V.P. & Manager     Vice President
</TABLE>

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

                                            Attention:  Tjalling Terpstra
                                            Telephone:  213-488-6425
                                            Facsimile:  213-488-9602


<PAGE>   90
                                      -85-


                                            STANDARD CHARTERED BANK



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

                                            By: /s/ WILLIAM HUGHES
                                               ---------------------------------
                                               Name:  William Hughes
                                               Title: Vice President



                                            Address:
                                            7 World Trade Center, 27th Floor
                                            New York, NY 10048

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


<PAGE>   91
                                      -86-


                                            UNIBANK


<TABLE>
<S>                                         <C>
                                            By: /s/ THOMAS P. HICKEY        /s/ [SIGNATURE ILLEGIBLE]
                                               ------------------------------------------------------
                                               Name: Thomas P. Hickey           [NAME ILLEGIBLE]
                                               Title: Vice President            ASSISTANT VICE PRESIDENT
</TABLE>



                                            Address:
                                            13-15 W. 54th Street
                                            New York, NY 10019

                                            Attention:  Anna Roina
                                            Telephone:  212-603-1682
                                            Facsimile:  212-603-2846


<PAGE>   92


                                   Schedule I

                                Schedule of Banks

<TABLE>
<CAPTION>
BANK                                              COMMITMENT
----                                              ----------
<S>                                               <C>
Citibank, N.A.                                    $81,875,000

The Chase Manhattan Bank                          $81,875,000

Commerzbank Aktiengesellschaft New York and       $81,875,000
Grand Cayman Branches

Societe Generale                                  $81,875,000

Bank of Tokyo-Mitsubishi Trust Company            $57,500,000

Bank One, N.A.                                    $57,500,000

Credit Lyonnais New York Branch                   $57,500,000

Deutsche Bank AG New York and/or Cayman Islands   $57,500,000
Branches

Fleet Bank, N.A.                                  $57,500,000

Royal Bank of Canada                              $57,500,000

Bayerische Hypo-Und Vereinsbank AG, New York      $47,500,000
Branch

ABN AMRO Bank                                     $47,500,000

Banca Nazionale del Lavoro S.P.A. New York        $47,500,000
Branch

Bayerische Landesbank Girozentrale, Cayman        $47,500,000
Islands Branch

Cariplo-Cassa Di Risparmio Delle Provincie        $47,500,000
Lombarde S.P.A.

DG Bank Deutsche Genossenschaftsbank AG           $47,500,000

Fuji Bank, Ltd.                                   $47,500,000

Westdeutsche Landesbank                           $47,500,000

The Bank of New York                              $40,000,000

The Bank of Nova Scotia                           $40,000,000

Banco di Napoli                                   $30,000,000

Arab Bank Plc                                     $25,000,000

Banca Commerciale Italiana Los Angeles Foreign    $25,000,000
Branch

Banca di Roma - San Francisco                     $25,000,000

Bank of Hawaii                                    $25,000,000

Bank of Montreal                                  $25,000,000

First Hawaiian Bank                               $25,000,000

Mellon Bank                                       $25,000,000

Natexis Banque                                    $25,000,000

Sanwa Bank Limited                                $25,000,000

The Industrial Bank of Japan, Limited             $25,000,000

Wells Fargo Bank                                  $25,000,000

Norddeutsche Landesbank Girozentrale, New         $20,000,000
</TABLE>


<PAGE>   93
                                      -88-


<TABLE>
<S>                                               <C>
York Branch and/or Cayman Islands Branch

Banque Nationale de Paris                         $17,500,000

Standard Chartered                                $12,500,000

Unibank                                           $12,500,000
</TABLE>



<PAGE>   94

                                   Schedule II

                                Fees and Margins
                                (in basis points)

<TABLE>
<S>                                                       <C>
Facility Fee                                                       8.0

Margins:
     LIBOR                                                         22.0
     BASE                                                          0.0

Competitive Bid Option                                     As Bid by the Banks.

Utilization Fee:
       In excess of 33.33%                                         5.0

       In excess of 66.66%                                        10.0
</TABLE>


<PAGE>   95


                                    Exhibit A

                                     FORM OF
                       NOTICE OF COMPETITIVE BID BORROWING


                                                    ---------------------,  ----

Citicorp USA, Inc., as Agent
2 Penns Way, Suite 200
New Castle, DE 19720

Attention:  Christian Laughton

Ladies and Gentlemen:

                This instrument constitutes a Notice of Competitive Bid
Borrowing under, and as defined by, the $1,500,000,000 364-Day Revolving Credit
Agreement, dated as of November 17, 1999 (as amended, modified or supplemented,
the "Credit Agreement") , among International Lease Finance Corporation (the
"Company"), Citicorp USA, Inc., in its individual corporate capacity and as
Agent, and certain financial institutions referred to therein. Terms not
otherwise expressly defined herein shall have the meanings set forth in the
Credit Agreement.

                The Company hereby requests (a) Bid Loan(s), subject to the
terms of the Credit Agreement, as follows:

                (a) Funding Date: _______________________, ____.

                (b) Aggregate principal amount of Bid Loans requested:
$____________________.

                (c) Loan Period(s):*

Absolute Rate Loans:         ______ days    ______ days   ______ days

LIBOR Rate Loans:            ______ months  ______ months ______ months

                (d) Account of the Company to be credited: _____________________

                The officer of the Company signing this Notice of Competitive
Bid Borrowing hereby certifies that the following statements are true on the
date hereof and will be true on the proposed Funding Date:

                (a)     Before and after giving effect to the Bid Loans
                        requested hereby, no Event of Default or Unmatured Event
                        of Default shall have occurred and be continuing or
                        shall result from the making of such Loan; and

----------
* The Company may select up to three loan periods per Notice of Competitive Bid
Borrowing.


<PAGE>   96
                                      -2-


                (b) Before and after giving effect to the Bid Loans requested
                hereby, the representations and warranties set forth in Section
                8 of the Credit Agreement shall be true and correct in all
                material respects as of the date of such requested Loans with
                the same effect as though made on the date of such Bid Loans.

                                            Very truly yours,

                                            INTERNATIONAL LEASE FINANCE
                                               CORPORATION


                                            By:
                                               ---------------------------------

                                            Its:
                                                --------------------------------


<PAGE>   97

                                    Exhibit B

                                     FORM OF
                             BID FROM [Name of Bank]

                       (Contact Person:_________________)


                                                    ---------------------,  ----

Citicorp USA, Inc., as Agent
2 Penns Way, Suite 200
New Castle, DE 19720

Attention: Christian Laughton

Ladies and Gentlemen:




                This instrument constitutes a Bid under, and as defined by, the
$1,500,000,000 364-Day Revolving Credit Agreement, dated as of November 17, 1999
(as amended, modified or supplemented, the "Credit Agreement"), among
International Lease Finance Corporation (the "Company"), Citicorp USA, Inc., in
its individual corporate capacity and as Agent, and certain financial
institutions referred to therein, including the undersigned. Terms not otherwise
expressly defined herein shall have the meanings set forth in the Credit
Agreement.

                (1) The Company's related Notice of Competitive Bid Borrowing,
        dated ___________, ____, inviting this Bid has requested a Bid Loan,
        subject to the terms and conditions of the Credit Agreement, in the
        aggregate principal amount of $__________ with a Funding Date of
        _______________, ____.

                (2) The undersigned hereby offers to make the following Bid
        Loan(s) on the Funding Date:*




----------
* $10,000,000 or a higher integral multiple of $1,000,000.


<PAGE>   98

                                      -2-

        (a) Loan Period of ________ days ________ months

<TABLE>
<CAPTION>
                          Principal Amount                            Interest Rate or
                  ---------------------------------         ------------------------------------
                   Minimum                 Maximum                    LIBOR +/- Margin
<S>               <C>                      <C>              <C>
1.                $*                         $*                            **
2.                $*                         $*                            **
3.                $*                         $*                            **
4.                $*                         $*                            **
</TABLE>


                (3) The undersigned's lending office for the proposed Bid Loan
is ____________.

                (4) The undersigned acknowledges that the offer(s) set forth
above, subject to the satisfaction of the applicable conditions precedent set
forth in the Credit Agreement, irrevocably obligate(s) the undersigned to make
the Bid Loan(s) for which any offer(s) are accepted, in whole or in part, in
accordance with the terms of the Credit Agreement.

                                            Very truly yours,


                                            [NAME OF BANK]


                                            By:
                                               ---------------------------------

                                            Its:
                                                --------------------------------



----------
* $10,000,000 of higher integral multiple of $1,000,000 for each interest rate
(i.e., Portion) for each Loan Period.
** Specify the interest rate per annum (expressed as a percentage to four
decimal places) in the case of an Absolute Rate Loan and the margin above or
below LIBOR in the case of a LIBOR Rate Loan.


<PAGE>   99




                                     Exhibit C

                                      FORM OF
                              COMMITTED LOAN REQUEST


                                                            ______________, ____

Citicorp USA, Inc., as Agent
2 Penns Way, Suite 200
New Castle, DE 19720

Attention:  Christian Laughton

Ladies and Gentlemen:

                This constitutes a Committed Loan Request under, and as defined
by, the $1,500,000,000 364-Day Revolving Credit Agreement, dated as of November
17, 1999 (as amended, modified or supplemented, the "Credit Agreement"), among
International Lease Finance Corporation (the "Company"), Citicorp USA, Inc., in
its individual corporate capacity and as Agent, and certain financial
institutions referred to therein. Terms not otherwise expressly defined herein
shall have the meanings set forth in the Credit Agreement.

                The Company hereby requests that the Banks make Committed Loans
to it, subject to the terms and conditions of the Credit Agreement, as follows:

                (a) Funding Date: _________________________, ____.

                (b) Aggregate principal amount of Committed Loans requested:
$____________.

                (c) Loan Period: __________________.

                (e) Type of Loans: [LIBOR Rate Loans] [Base Rate Loans].

                The officer of the Company signing this Committed Loan Request
hereby certifies that:

                (a)     Before and after giving effect to the Committed Loans
                        requested hereby, no Event of Default or Unmatured Event
                        of Default shall have occurred and be continuing or
                        shall result from the making of such Loans;

                (b)     Before and after giving effect to the Loans requested
                        hereby, the representations and warranties set forth in
                        Section 8 of the Credit Agreement shall be true and
                        correct in all material respects with the same effect as
                        though made on the date of such Loans; and

                (c)     After the making of the Loans requested hereby, the
                        aggregate principal


<PAGE>   100
                                      -2-


                        amount of all outstanding Loans will not exceed the
                        Aggregate Commitment.

                                            Very truly yours,

                                            INTERNATIONAL LEASE FINANCE
                                            CORPORATION


                                            By:
                                               ---------------------------------

                                            Its:
                                                --------------------------------


<PAGE>   101


                                    Exhibit D

                                FORM OF BID NOTE

$1,500,000,000                                                 November 17, 1999

                International Lease Finance Corporation, a California
corporation (the "Company"), for value received, hereby promises to pay to the
order of [NAME OF BANK] (the "Bank"), at the office of Citicorp USA, Inc., in
its individual corporate capacity and as Agent (the "Agent"), at 2 Penns Way,
Suite 200, New Castle, DE 19720 on November 15, 2000, or at such other place, to
such other person or at such other time and date as provided for in the
$1,500,000,000 364-Day Revolving Credit Agreement (as amended, modified or
supplemented, the "Credit Agreement"), dated as of November 17, 1999, among the
Company, the Agent, and the financial institutions named therein, in lawful
money of the United States of America, the principal sum of $1,500,000,000
Dollars or, if less, the aggregate unpaid principal amount of all Bid Loans made
by the Bank to the Company pursuant to the Credit Agreement. This Bid Note shall
bear interest as set forth in the Credit Agreement for Bid Borrowings (as
defined in the Credit Agreement).

                Except as otherwise provided in the Credit Agreement with
respect to LIBOR Rate Loans, if interest or principal on any loan evidenced by
this Note becomes due and payable on a day which is not a Business Day (as
defined in the Credit Agreement) the maturity thereof shall be extended to the
next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.

                This Note is one of the Bid Notes referred to in the Credit
Agreement. This Note is subject to prepayment in whole or in part, and the
maturity of this Note is subject to acceleration, upon the terms provided in the
Credit Agreement.

                This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

                All Bid Loans made by the Bank to the Company pursuant to the
Credit Agreement and all payments of principal thereof may be indicated by the
Bank upon the grid attached hereto which is a part of this Note. Such notations
shall be rebuttable presumptive evidence of the aggregate unpaid principal
amount of all Bid Loans made by the Bank pursuant to the Credit Agreement.

                                            INTERNATIONAL LEASE FINANCE
                                              CORPORATION


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


<PAGE>   102
                                      -2-


                       Bid Loans and Payments of Principal

<TABLE>
<CAPTION>
                                                                                            Name of
                Principal                                        Amount of     Unpaid       Person
                Amount of   Interest    Interest    Loan         Principal     Principal    Making
Funding Date    Loan        Method      Rate        Period       Paid          Balance      Notation
------------    ----        ------      ----        ------       ----          -------      --------
<S>             <C>         <C>         <C>         <C>          <C>           <C>          <C>


</TABLE>


<PAGE>   103


                                    Exhibit E

                             FORM OF COMMITTED NOTE

$_____________________                                         November 17, 1999

                International Lease Finance Corporation, a California
corporation (the "Company"), for value received, hereby promises to pay to the
order of [NAME OF BANK] (the "Bank"), at the office of Citicorp USA, Inc., in
its individual corporate capacity and as Agent (the "Agent"), at 2 Penns Way,
Suite 200, New Castle, DE 19720 on November 15, 2000, or at such other place, to
such other person or at such other time and date as provided for in the
$1,500,000,000 364-Day Revolving Credit Agreement (as amended, modified or
supplemented, the "Credit Agreement"), dated as of November 17, 1999, among the
Company, the Agent, and the financial institutions named therein, in lawful
money of the United States of America, the principal sum of $_________ Dollars
or, if less, the aggregate unpaid principal amount of all Committed Loans made
by the Bank to the Company pursuant to the Credit Agreement. This Committed Note
shall bear interest as set forth in the Credit Agreement for Base Rate Loans and
LIBOR Rate Loans (as defined in the Credit Agreement), as the case may be.

                Except as otherwise provided in the Credit Agreement with
respect to LIBOR Rate Loans, if interest or principal on any loan evidenced by
this Note becomes due and payable on a day which is not a Business Day (as
defined in the Credit Agreement) the maturity thereof shall be extended to the
next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.

                This Note is one of the Committed Notes referred to in the
Credit Agreement. This Note is subject to prepayment in whole or in part, and
the maturity of this Note is subject to acceleration, upon the terms provided in
the Credit Agreement.

                This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

                All Committed Loans made by the Bank to the Company pursuant to
the Credit Agreement and all payments of principal thereof may be indicated by
the Bank upon the grid attached hereto which is a part of this Note. Such
notations shall be rebuttable presumptive evidence of the aggregate unpaid
principal amount of all Committed Loans made by the Bank pursuant to the Credit
Agreement.

                                            INTERNATIONAL LEASE FINANCE
                                              CORPORATION


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



<PAGE>   104
                                      -2-


                    Committed Loans and Payments of Principal



<TABLE>
<CAPTION>
                                                                                            Name of
                Principal                                        Amount of     Unpaid       Person
                Amount of   Interest    Interest    Loan         Principal     Principal    Making
Funding Date    Loan        Method      Rate        Period       Paid          Balance      Notation
------------    ----        ------      ----        ------       ----          -------      --------
<S>             <C>         <C>         <C>         <C>          <C>           <C>          <C>


</TABLE>


<PAGE>   105


                                    Exhibit F

                          FIXED CHARGE COVERAGE RATIO*
                       FOR THE PERIOD ENDED June 30, 1999

<TABLE>
<CAPTION>
                                                                          12 Months Ended
                                                                      June 30, 1999 (Dollars)
                                                                      -----------------------
<S>                                                                   <C>
Earnings

  Net Income...................................................               391,626,000

  Add (to the extent deducted):

     Provision for income taxes................................               205,481,000

     Fixed charges.............................................               821,816,000

  Less (to the extent added):

     Capitalized interest......................................                61,391,000

  Earnings as adjusted (A).....................................             1,357,533,000

  Preferred dividend requirements..............................                15,681,000

     Ratio of income before provision for
       income taxes to net income..............................                      152%

  Preferred dividend factor on
     pretax basis..............................................                23,909,000

  Fixed charges

     Interest expense..........................................               663,383,000

     Capitalized interest......................................                61,391,000

     Estimate of minimum rents under
        operating leases representing the
        interest factor........................................                97,044,000
  Fixed charges as adjusted....................................               821,816,000

  Fixed charges and preferred
     Stock dividends (B).......................................               845,725,000

Ratio of earnings to fixed charges and
   preferred stock dividends ((A) divided
   by (B))*....................................................                      1.61
</TABLE>


-----------
*       As calculated pursuant to Section 9.11 and the definition of Fixed
        Charge Coverage Ratio set forth in Section 1.2.


<PAGE>   106


                                    Exhibit G

                   FORM OF OPINION OF COUNSEL FOR THE COMPANY

                                                       November 17, 1999

To the Banks and the Agent
   Referred to Below
c/o Citicorp USA, Inc.
2 Penns Way, Suite 200
New Castle, DE 19720

Ladies and Gentlemen:

                We have acted as special counsel for International Lease Finance
Corporation (the "Company") in connection with a $1,500,000,000 Revolving Credit
Agreement dated as of November 17, 1999 among the Company, Citicorp USA, Inc.,
in its individual corporate capacity and as Agent, and certain financial
institutions ("Banks") signatory thereto (collectively, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein as therein defined.

                In our capacity as such counsel, we have examined originals, or
copies certified or otherwise identified to our satisfaction as being true
copies of such records, documents or other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below. We
have been furnished, and have relied upon, certificates of officers of the
Company with respect to certain factual matters regarding the Company. As to
matters of fact, we have also relied on the representations and warranties made
by the Company in the Credit Agreement. In addition, we have obtained and relied
upon such certificates and assurances from public officials as we have deemed
necessary.

                Except with respect to the Company and its Subsidiaries, in our
review and examination we have assumed the authenticity of documents submitted
to us as originals and the conformity to authentic original documents of all
documents submitted to us as conformed or photostatic copies. For the purpose of
the opinions hereinafter expressed, we have assumed the due execution and
delivery, pursuant to due authorization, of each document referred to in this
opinion by each party thereto other than the Company and its Subsidiaries, that
each document constitutes the legally valid and binding obligation of each such
other party and that such other person is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization.

                We have investigated such questions of law for the purpose of
rendering this opinion as we have deemed necessary. We are opining herein as to
the effect on the subject transactions of only United States of America Federal
law and the laws of the State of New York.

                Upon the basis of the foregoing, we are of the opinion that:


<PAGE>   107
                                      -2-


                1. Each of the Company and Interlease Management Corporation,
Interlease Aviation Corporation, Atlantic International Aviation Holdings, Inc.,
Aircraft SPC-1, Inc., Aircraft SPC-2, Inc. and ILFC Aircraft Holding Corporation
has been duly incorporated and is existing and in good standing under the laws
of the State of California.

                2. The Company has the corporate power to own its properties and
conduct its business as described in the Company's Annual Report on Form 10-K
for its fiscal year ended December 31, 1994.

                3. The Company has the corporate power and corporate authority
to enter into the Credit Agreement, to make the borrowings under the Credit
Agreement, to execute and deliver the Notes and to incur the obligations
provided for therein, all of which have been duly authorized by all necessary
corporate action on the part of the Company.

                4. No authorizations, consents, approvals, registrations,
filings and licenses with or from any California or Federal court or
governmental agency or body are necessary for the borrowing, the execution and
delivery of the Credit Agreement and the Notes, and the performance by the
Company of its obligations thereunder and under the Notes.

                5. The Credit Agreement and the Notes have been duly executed
and delivered by the Company and constitute the legally valid and binding
obligations of the Company enforceable against the Company in accordance with
their respective terms.

                6. Neither the execution and delivery of the Credit Agreement by
the Company, nor the performance thereof by the Company on or prior to the date
hereof nor the payment of the Notes violates the Articles of incorporation or
Bylaws of the Company, breaches or results in a default under any of the
agreements, instruments, contracts, orders, injunctions or judgments identified
to us in an officer's certificate of the Company (a copy of which is being
delivered to you concurrently herewith) as agreements, instruments, contracts,
orders, injunctions or judgments binding on the Company or by which its assets
are bound which have provisions relating to the issuance by the Company of debt
and which the breach of, or default under, would have a Material Adverse Effect
on the Company and its Subsidiaries taken as a whole, or violates any present
Federal or California statute, rule or regulation binding on the Company or its
assets.

                7. The making of the Loans and the use of the proceeds thereof
as provided in the Credit Agreement will not violate Regulation U, T or X of the
Board of Governors of the Federal Reserve System.

                8. The Company is not an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

                Our opinions in paragraph 5 above as to the validity, binding
effect or enforceability of the Credit Agreement and the Notes are subject to
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors, rights generally, general principles of equity, including
(without limitation) concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific


<PAGE>   108
                                      -3-


performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.

                Our opinions rendered in paragraphs 4 and 6 above are based upon
our review only of those statutes, rules and regulations which, in our
experience, are normally applicable to transactions of the type contemplated by
the Credit Agreement and the Notes.

                In rendering our opinions in paragraph 4 above, we have assumed
that each Bank is a sophisticated financial institution capable of evaluating
the merits and risks relating to the Notes, and that each Bank has been provided
access to such information relating to the Company as such Bank has requested.

                Except as expressly set forth in paragraph 7 above, we are not
expressing any opinion as to the effect of the Agent's or any Bank's compliance
with any state or Federal laws or regulations applicable to the transactions
contemplated by the Company because of the nature of the Agent's or any Bank's
business.

                This opinion is furnished to you in connection with the
Company's execution and delivery of the Credit Agreement, is solely for your
benefit and the benefit of your successors and assigns, and may not be relied
upon by, nor may copies be delivered to, any other person, without our prior
written consent.

                                            Very truly yours,


<PAGE>   109

                                    Exhibit H

              FORM OF THE OPINION OF GENERAL COUNSEL OF THE COMPANY

                                                          November 17, 1999


To the Banks and the Agent
   Referred to Below
c/o Citicorp USA, Inc.
2 Penns Way, Suite 200
New Castle, DE 19720


Ladies and Gentlemen:

                I am General Counsel for International Lease Finance Corporation
(the "Company") and am rendering this opinion in connection with a
$1,500,000,000 364-Day Revolving Credit Agreement dated as of November 17, 1999
among the Company, Citicorp USA, Inc., in its individual corporate capacity and
as Agent, and certain financial institutions ("Banks") signatory thereto
(collectively, the "Credit Agreement"). Terms defined in the Credit Agreement
are used herein as therein defined.

                I have examined originals, or copies certified or otherwise
identified to my satisfaction as being true copies, of such documents, corporate
records, certificates of public officials and other instruments and have
conducted such other investigations of fact and law as I have deemed necessary
or advisable for purposes of this opinion. I am opining herein as to the effect
on the subject transactions of only United States of America Federal law and the
laws of the State of California.

                Upon the basis of the foregoing, I am of the opinion that:

                1. The Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction in which
the ownership or leasing of its property or the conduct of its business requires
it to be so qualified; provided, however, that the Company may not be so
qualified in certain jurisdictions, the effect of which would not have a
Material Adverse Effect on the Company.

                2. To the best of my knowledge, Interlease Aviation Corporation,
ILFC Aircraft Holding Corporation, Interlease Management Corporation, Aircraft
SPC-1, Inc., Aircraft SPC-2, Inc. and Atlantic International Aviation Holdings,
Inc., a wholly owned subsidiary of Interlease Management Corporation, are the
only domestic Subsidiaries of the Company.

                3. No Subsidiary of the Company nor all of the Subsidiaries of
the Company taken as a whole is a "significant subsidiary" as defined in Rule
1-02 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as
amended.


<PAGE>   110
                                      -2-


                4. There is no pending or, to the best of my knowledge,
threatened action, suit or proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its
Subsidiaries which, individually or in the aggregate, would have a Material
Adverse Effect on the Company and its Subsidiaries taken as a whole.

                This opinion is furnished to you in connection with the
Company's execution and delivery of the Credit Agreement, is solely for your
benefit and the benefit of your successors and assigns, and may not be relied
upon by, nor may copies be delivered to, any other person without my prior
written consent.

                                            Very truly yours,

                                            [Name]
                                            General Counsel


<PAGE>   111

                                    Exhibit I

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


                AGREEMENT dated as of __________________, ____ between
[ASSIGNOR] (the "Assignor") and [ASSIGNEE] (the "Assignee").

                               W I T N E S S E T H

                WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the $1,500,000,000 364-Day Revolving Credit Agreement
dated as of November 17, 1999 (the "Credit Agreement") among International Lease
Finance Corporation (the "Company"), the Assignor and Citicorp USA, Inc., in its
individual corporate capacity and as Agent (the "Agent"), and certain financial
institutions referred to therein;

                WHEREAS, as provided under the Credit Agreement, the Assignor
has a Commitment to make Committed Loans in an aggregate principal amount at any
time outstanding not to exceed $__________;

                WHEREAS, Committed Loans and Bid Loans made by the Assignor
under the Credit Agreement in the respective aggregate principal amounts of
$______________ and $__________ are outstanding at the date hereof; and

                WHEREAS, the Assignor proposes to assign to the Assignee all of
the rights of the Assignor under the Credit Agreement in respect of a portion of
its Commitment thereunder in an amount equal to $ ** (the "Assigned Amount"),
together with $ * aggregate principal amount outstanding of Committed Loans and
$ ** aggregate principal amount outstanding of Bid Loans (collectively, the
"Assigned Loans"), and the Assignee proposes to accept assignment of such rights
and assume the corresponding obligations from the Assignor on the terms set
forth in the Credit Agreement;

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

                SECTION 1. Definitions. All capitalized terms not otherwise
defined herein all shall have the respective meanings set forth in the Credit
Agreement.

                SECTION 2. Assignment. The Assignor hereby assigns and sells to
the Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount and the Assigned Loans, and the Assignee hereby
accepts such assignment from the Assignor and assumes all of the obligations of
the Assignor under the Credit Agreement to the

-----------------
*       See Section 13.4.1 for minimum requirements.
**      Assignment of Bid Loans is optional.


<PAGE>   112
                                      -2-


extent of the Assigned Amount and the Assigned Loans. Upon the execution and
delivery hereof by the Assignor, the Assignee, the Company and the Agent and the
payment of the amounts specified in Section 3 required to be paid on the date
hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and
be obligated to perform the obligations of a Bank under the Credit Agreement
with a Commitment in an amount equal to the Assigned Amount, and (ii) the
Commitment of the Assignor shall, as of the date hereof, be reduced by a like
amount and the Assignor released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor.

                SECTION 3. Payments. As consideration for the assignment and
sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on
the date hereof in Federal funds an amount equal to $ *. It is understood that
facility fees accrued to the date hereof are for the account of the Assignor and
such fees accruing from and including the date hereof are for the account of the
Assignee. Each of the Assignor and the Assignee hereby agrees that if it
receives any amount under the Credit Agreement which is for the account of the
other party hereto, it shall receive the same for the account of such other
party to the extent of such other party's interest therein and shall promptly
pay the same to such other party.

                SECTION 4. Consent of the Company and the Agent. This Agreement
is conditioned upon the consent of the Company and the Agent pursuant to Section
13.8 of the Credit Agreement. The execution of this Agreement by the Company and
the Agent is evidence of this consent. Pursuant to Section 13.8 the Company
agrees to execute and deliver a Bid Note and a Committed Note, each payable to
the order of the Assignee and evidencing the assignment and assumption provided
for herein. The Company also agrees to execute replacement Notes in favor of the
Assignor if the Assignor has retained any Commitment.

                SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Company, or the validity and enforceability of the obligations of the Company in
respect of the Credit Agreement or any Note. The Assignee acknowledges that it
has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Company.

                SECTION 6. Governing Law. This Agreement shall be governed by
and construed in accordance with the law of the State of New York.

                SECTION 7. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto


-------------
* Amount should combine principal and face together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion
of any fee to be paid by the Assignor to the Assignee. It may be preferable in
an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

<PAGE>   113
                                      -3-


and hereto were upon the same instrument.

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

                                            [ASSIGNOR]


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

                                            [ASSIGNEE]


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

Consented, and with respect to Section 4, agreed:

INTERNATIONAL LEASE FINANCE
    CORPORATION


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

    Consented:

CITICORP USA, INC.,
as Agent


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

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


<PAGE>   114

                                    Exhibit J

                        FORM OF REQUEST FOR EXTENSION OF
                                TERMINATION DATE


                                                         -----------------, ----

[ADDRESSED TO EACH BANK]     [ADDRESSED TO THE AGENT]

Attention:

Ladies and Gentlemen:

                This instrument constitutes [a notice to the Agent of] a request
for the extension of the Termination Date pursuant to Section 13.8 of the
$1,500,000,000 364-Day Revolving Credit Agreement, dated as of November 17, 1999
(as amended, modified or supplemented, the "Credit Agreement"), among
International Lease Finance Corporation (the "Company"),Citicorp USA, Inc., in
its individual corporate capacity and as Agent, and certain financial
institutions referred to therein. Terms not otherwise expressly defined herein
shall have the meanings set forth in the Credit Agreement.

                The Company [hereby requests that you extend your] [has sent a
letter to each Bank that is now a party to the Credit Agreement asking such Bank
to extend its] now scheduled Termination Date under the Credit Agreement by 364
days.

                The officer of the Company signing this instrument hereby
certifies that:

                (a) Before and after giving effect to the extension of the
Termination Date requested hereby, no Event of Default or Unmatured Event of
Default shall have occurred and be continuing and all Loans payable prior to the
date hereof shall have been paid in full; and

                (b) Before and after giving effect to the extension of the
Termination Date requested hereby, the representations and warranties set forth
in Section 8 of the Credit Agreement shall be true and correct in all material
respects with the same effect as though made on the date hereof.

                                            Very truly yours,

                                            INTERNATIONAL LEASE FINANCE
                                            CORPORATION


                                            By:
                                               ---------------------------------

                                            Its:
                                                --------------------------------


<PAGE>   115
                                      -2-


Confirmed and accepted, subject to
the terms and conditions of the
Credit Agreement, as of the date
first above written:

[NAME OF BANK]


By:
   ---------------------------------

Its:


--------