EXHIBIT 10.G







                                $2,000,000,000

                    SHORT TERM REVOLVING CREDIT AGREEMENT

                          Dated as of April 24, 1997



                      CHRYSLER FINANCIAL CORPORATION and
                         CHRYSLER CREDIT CANADA LTD.,
                                 as BORROWERS




                             ABN AMRO BANK, N.V.,
           BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                THE BANK OF NEW YORK, THE BANK OF NOVA SCOTIA,
        BANQUE NATIONALE DE PARIS, CANADIAN IMPERIAL BANK OF COMMERCE,
          CREDIT SUISSE FIRST BOSTON, FIRST CHICAGO NBD CORPORATION,
                 THE LONG TERM CREDIT BANK OF JAPAN, LIMITED,
        MORGAN GUARANTY TRUST COMPANY OF NEW YORK, NATIONSBANK, N.A.,
       SOCIETE GENERALE, CHICAGO BRANCH and THE TORONTO DOMINION BANK,
                              as MANAGING AGENTS




                            ROYAL BANK OF CANADA,
                       as CANADIAN ADMINISTRATIVE AGENT



                          THE CHASE MANHATTAN BANK,
                           as ADMINISTRATIVE AGENT







<PAGE>



                              TABLE OF CONTENTS


                                                                         Page

SECTION 1.  DEFINITIONS...................................................  1
        1.1  Defined Terms................................................  1
        1.2  Other Definitional Provisions................................ 17

SECTION 2.  THE U.S. COMMITMENTS.......................................... 17
        2.1  The U.S. Commitments......................................... 17
        2.2  Procedure for Borrowing...................................... 17
        2.3  Conversion and Continuation Options.......................... 18
        2.4  Minimum Amount of Eurodollar Tranches........................ 18
        2.5  Certain Matters Relating to Eurodollar Loans................. 18

SECTION 3.  THE CANADIAN COMMITMENTS...................................... 19
        3.1  The Canadian Commitments..................................... 19
        3.2  Procedure for C$ R/C Loan Borrowing.......................... 20
        3.3  Bankers' Acceptances......................................... 20
        3.4  Conversion Option............................................ 23
        3.5  Currency Fluctuations, etc................................... 23

SECTION 4.  GENERAL PROVISIONS............................................ 24
        4.1  Evidence of Debt............................................. 24
        4.2  Repayment of Loans........................................... 25
        4.3  Interest Rate and Payment Dates.............................. 25
        4.4  Lending Procedures........................................... 25
        4.5  Facility Fees................................................ 26
        4.6  Termination or Reduction of Commitments...................... 26
        4.7  Optional Prepayments......................................... 27
        4.8  Pro Rata Treatment and Payments.............................. 27
        4.9  Computation of Interest and Fees............................. 28
        4.10  Increased Costs............................................. 29
        4.11  Changes in Capital Requirements............................. 29
        4.12  Indemnity................................................... 31
        4.13  Taxes....................................................... 31
        4.14  Use of Proceeds............................................. 33
        4.15  Replacement of Banks........................................ 33

SECTION 5.  REPRESENTATIONS AND WARRANTIES................................ 33
        5.1  Financial Condition.......................................... 33
        5.2  No Change.................................................... 34
        5.3  Corporate Existence.......................................... 34
        5.4  Corporate Authorization; No Violation........................ 34
        5.5  Government Authorization..................................... 34
        5.6  Federal Regulations.......................................... 34
        5.7  Enforceable Obligations...................................... 34
        5.8  No Material Litigation....................................... 34
        5.9  ERISA........................................................ 35
        5.10  Investment Company Act; Other Regulations................... 35
        5.11  Existing Financial Covenants................................ 35



<PAGE>

                                                                         Page

SECTION 6.  CONDITIONS PRECEDENT.......................................... 35
        6.1  Conditions to Effectiveness.................................. 35
        6.2  Conditions to Each Loan...................................... 37


SECTION 7.  AFFIRMATIVE COVENANTS......................................... 37
        7.1  Financial Statements, etc.................................... 37
        7.2  Maintenance of Existence..................................... 38
        7.3  Notices...................................................... 38

SECTION 8.  NEGATIVE COVENANTS............................................ 39
        8.1  Debt to Equity Ratio......................................... 39
        8.2  Limitation on Fundamental Change............................. 39
        8.3  Limitation on Liens.......................................... 39
        8.4  Additional Covenants......................................... 41

SECTION 9.  EVENTS OF DEFAULT............................................. 42

SECTION 10.  THE AGENTS................................................... 44
        10.1  Appointment................................................. 44
        10.2  Delegation of Duties........................................ 44
        10.3  Exculpatory Provisions...................................... 44
        10.4  Reliance by Agents and CASG................................. 45
        10.5  Notice of Default........................................... 45
        10.6  Non-Reliance on Agents, Other Banks and CASG.  ............. 45
        10.7  Indemnification............................................. 46
        10.8  Agents in their Individual Capacity......................... 46
        10.9  Successor Agents............................................ 46
        10.10  The Managing Agents........................................ 47


SECTION 11.  GUARANTEE.................................................... 47
        11.1  Guarantee................................................... 47
        11.2  No Subrogation, Contribution, Reimbursement or Indemnity.... 47
        11.3  Amendments, etc. with respect to the CCCL Obligations....... 47
        11.4  Guarantee Absolute and Unconditional........................ 48
        11.5  Reinstatement............................................... 48
        11.6  Payments.................................................... 49
        11.7  Judgments Relating to Guarantee............................. 49
        11.8  Independent Obligations..................................... 50

SECTION 12.  MISCELLANEOUS................................................ 50
        12.1  Amendments and Waivers...................................... 50
        12.2  Notices..................................................... 50
        12.3  Clearing Accounts........................................... 51
        12.4  No Waiver; Cumulative Remedies.............................. 52
        12.5  Survival of Representations and Warranties.................. 52
        12.6  Payment of Expenses......................................... 52

                                    - ii -

<PAGE>

                                                                         Page

        12.7  Successors and Assigns...................................... 53
        12.8  Right of Set-off............................................ 54
        12.9  Adjustments................................................. 55
        12.10  New Banks; Commitment Increases; Commitment Reallocations.. 55
        12.11  Tax Forms.................................................. 56
        12.12  Counterparts............................................... 56
        12.13  Governing Law.............................................. 57
        12.14  Submission to Jurisdiction; Waivers........................ 57
        12.15  Integration................................................ 57
        12.16  Judgments Relating to CCCL................................. 57
        12.17  WAIVERS OF JURY TRIAL...................................... 58


SCHEDULES

SCHEDULE I            Commitments
SCHEDULE II           Existing Financial Covenants

EXHIBITS

EXHIBIT A              Addendum
EXHIBIT B              Closing Certificate
EXHIBIT C-1            Opinion of Simpson Thacher & Bartlett
EXHIBIT C-2            Opinion of General Counsel of CFC
EXHIBIT C-3            Opinion of Canadian Counsel to CCCL
EXHIBIT D-1            Assignment and Acceptance
EXHIBIT D-2            New Bank Supplement
EXHIBIT D-3            Commitment Increase Supplement
EXHIBIT D-4            Commitment Reallocation Supplement
EXHIBIT E              Promissory Note

                                   - iii -

<PAGE>

               SHORT TERM REVOLVING CREDIT AGREEMENT dated as of April 24,
1997 among CHRYSLER FINANCIAL CORPORATION, a Michigan corporation ("CFC"),
CHRYSLER CREDIT CANADA LTD. ("CCCL"), a Canadian corporation, the several
commercial banks from time to time parties to this Agreement (as more
specifically defined below, the "Banks"), ABN AMRO BANK, N.V., BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, THE BANK OF NEW YORK, THE
BANK OF NOVA SCOTIA, BANQUE NATIONALE DE PARIS, CANADIAN IMPERIAL BANK OF
COMMERCE, CREDIT SUISSE FIRST BOSTON, FIRST CHICAGO NBD CORPORATION, THE LONG
TERM CREDIT BANK OF JAPAN, LIMITED, MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, NATIONSBANK, N.A., SOCIETE GENERALE, CHICAGO BRANCH and THE TORONTO
DOMINION BANK, as Managing Agents (in such capacity, the "Managing Agents"),
ROYAL BANK OF CANADA, a Canadian chartered bank ("Royal"), as Canadian
administrative agent for the C$ Banks (as defined below) hereunder, and THE
CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as
administrative agent for the Banks hereunder.


        The parties hereto hereby agree as follows:


SECTION 1.  DEFINITIONS

               1.1 Defined Terms. As used in this Agreement, the terms
defined in the caption to this Agreement shall have the meanings set forth
therein, and the following terms have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

               "Acceptance Fee": the fee payable in C$ to each C$ Bank in
        respect of Bankers' Acceptances computed in accordance with Section
        3.3.

               "Accumulated Funding Deficiency": any "accumulated funding
        deficiency" as defined in Section 302 of ERISA.

               "ACH": an Automated Clearing House.

               "Addendum": an instrument, substantially in the form of
        Exhibit A, by which a Bank becomes a party to this Agreement.

               "Administrative Agent": The Chase Manhattan Bank and its
        affiliates, in their respective capacities as administrative agent
        for the Banks under this Agreement and arranger of the Commitments,
        together with any of their respective successors.

               "Affected Bank": as defined in Section 2.5(b).

               "Agents": the collective reference to the Administrative Agent
        and the Canadian Administrative Agent.

               "Aggregate Canadian Extensions of Credit": with respect to any
        C$ Bank, at any time, the aggregate principal amount of all C$ Loans
        (US$ Equivalent) made by such Bank then outstanding.



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                                                                            2

               "Aggregate U.S. Extensions of Credit": with respect to any US$
        Bank, at any time, the aggregate principal amount of all U.S. R/C
        Loans made by such Bank then outstanding.

               "Agreement": this Short Term Revolving Credit Agreement, as
        the same may be amended, modified or supplemented from time to time.

               "Applicable BA Discount Rate":

               (a) with respect to any Schedule I C$ Bank, as applicable to a
        Bankers' Acceptance being purchased by such Schedule I C$ Bank on any
        day, the average (as determined by the Canadian Administrative Agent)
        of the respective percentage discount rates (expressed to two decimal
        places and rounded upward, if necessary, to the nearest 1/100th of
        1%) quoted to the Canadian Administrative Agent by each Schedule I C$
        Reference Bank as the percentage discount rate at which such Schedule
        I C$ Reference Bank would, in accordance with its normal practices,
        at or about 10:00 A.M., Toronto time, on such day, be prepared to
        purchase bankers' acceptances accepted by such Schedule I Reference
        C$ Bank having a maturity date comparable to the maturity date of
        such Bankers' Acceptance; and

               (b) with respect to any Schedule II C$ Bank, as applicable to
        a Bankers' Acceptance being purchased by such Schedule II C$ Bank on
        any day, the average (as determined by the Canadian Administrative
        Agent) of the respective percentage discount rates (expressed to two
        decimal places and rounded upward, if necessary, to the nearest
        1/100th of 1%) quoted to the Canadian Administrative Agent by each
        Schedule II C$ Reference Bank as the percentage discount rate at
        which such Schedule II C$ Reference Bank would, in accordance with
        its normal practices, at or about 10:00 A.M., Toronto time, on such
        day, be prepared to purchase bankers' acceptances accepted by such
        Schedule II Reference C$ Bank having a maturity date comparable to
        the maturity date of such Bankers' Acceptance.

               "Applicable Margin": with respect to each Eurodollar Loan or
        Bankers' Acceptance at any date, the applicable percentage per annum
        set forth below based upon the Status and U.S. Utilization or
        Canadian Utilization, as applicable, on such date (provided that if
        the Commitments have been terminated prior to such date, the U.S.
        Utilization and Canadian Utilization for such date shall be deemed to
        be greater than 50%):

<TABLE>
<CAPTION>

                            Level I  Level II   Level III   Level IV  Level V
U.S./Canadian Utilization   Status    Status     Status      Status    Status
-------------------------   ------    ------     ------      ------    ------
<S>                         <C>      <C>         <C>        <C>       <C>    
Less than or equal to
50%:                        0.1500%  0.1700%     0.2450%    0.3000%   0.4750%

Greater than 50%:           0.2750%  0.2950%     0.3700%    0.4250%   0.6000%

</TABLE>

               "Assessment Rate": for any date the annual rate (rounded
        upwards, if necessary, to the next 1/100 of 1%) most recently
        estimated by the Administrative Agent as the then current net annual
        assessment rate that will be employed in determining amounts payable
        by Chase to the Federal Deposit Insurance Corporation (or any
        successor) for insurance by such Corporation (or any successor) of
        time deposits made in Dollars at Chase's domestic offices.


<PAGE>

                                                                            3



               "Available Canadian Commitment": as to any C$ Bank, at a
        particular time, an amount equal to the excess, if any, of (a) the
        amount of such Bank's Canadian Commitment at such time over (b) the
        Aggregate Canadian Extensions of Credit of such Bank at such time.

               "Available U.S. Commitment": as to any US$ Bank, at a
        particular time, an amount equal to the excess, if any, of (a) the
        amount of such Bank's U.S. Commitment at such time over (b) the
        Aggregate U.S. Extensions of Credit of such Bank at such time.

               "BA Discount Proceeds": in respect of any Bankers' Acceptance
        to be purchased by a C$ Bank on any day under Section 3.3, an amount
        (rounded to the nearest whole Canadian cent, and with one-half of one
        Canadian cent being rounded up) calculated on such day by dividing:

               (A)  the face amount of such Bankers' Acceptance; by

               (B)  the sum of one plus the product of:

                      (i)    the Applicable BA Discount Rate (expressed as a
                             decimal) applicable to such Bankers' Acceptance;
                             and

                     (ii)    a fraction, the numerator of which is the number
                             of days remaining in the term of such Bankers'
                             Acceptance and the denominator of which is 365;

                             with such product being rounded up or down to
                             the fifth decimal place and .000005 being
                             rounded up.

               "Bankers' Acceptance": a bill of exchange denominated in C$
        drawn by CCCL and accepted by a C$ Bank pursuant to Section 3.3.

               "Banking Day": in respect of any city, any day on which
        commercial banks are open for business (including dealings in foreign
        exchange and foreign currency deposits) in that city.

               "Bank Rate": the upper limit of the Bank of Canada operating
        band for overnight loans as announced from time to time.

               "Banks": as defined in the caption to this Agreement;
        provided, that each reference herein to any Bank shall be deemed to
        be a reference to each US$ Bank and to each C$ Bank unless the
        context otherwise requires (in which case such reference shall be
        deemed to be a reference only to each US$ Bank or to each C$ Bank, as
        applicable).

               "Base Rate": for any day, a rate per annum (rounded upwards,
        if necessary, to the next 1/100th of 1%) equal to the greatest of (a)
        the Prime Rate in effect on such day, (b) the Base CD Rate in effect
        on such day plus 1% and (c) the Effective Federal Funds Rate in
        effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"
        shall mean the rate of interest per annum publicly announced from
        time to time by Chase as its prime rate in effect at its principal
        office in New York City; each change in the Prime Rate shall be
        effective on the date such change is publicly announced; "Base CD
        Rate" shall mean the sum of (a) the product of (i) the Three-Month
        Secondary CD Rate and (ii) Statutory Reserves and (b) the


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                                                                            4

        Assessment Rate; and "Three-Month Secondary CD Rate" shall mean, for
        any day, the secondary market rate for three-month certificates of
        deposit reported as being in effect on such day (or, if such day
        shall not be a Business Day, the next preceding Business Day) by the
        Federal Reserve Board through the public information telephone line
        of the Federal Reserve Bank of New York (which rate will, under the
        current practices of the Federal Reserve Board, be published in
        Federal Reserve Statistical Release H.15(519) during the week
        following such day), or, if such rate shall not be so reported for
        such day or such next preceding Business Day, the average of the
        secondary market quotations for three-month certificates of deposit
        of major money center banks in New York City received at
        approximately 10:00 A.M., New York City time, on such day (or, if
        such day shall not be a Business Day, on the next preceding Business
        Day) by the Administrative Agent from three New York City negotiable
        certificate of deposit dealers of recognized standing selected by it.
        If for any reason the Administrative Agent shall have determined
        (which determination shall be conclusive absent clearly demonstrable
        error) that it is unable to ascertain the Base CD Rate or the
        Effective Federal Funds Rate or both for any reason, including the
        inability or failure of the Administrative Agent to obtain sufficient
        quotations in accordance with the terms thereof, the Base Rate shall
        be determined without regard to clause (b) or (c), or both, of the
        first sentence of this definition, as appropriate, until the
        circumstances giving rise to such inability no longer exist. Any
        change in the Base Rate due to a change in the Prime Rate, the
        Three-Month Secondary CD Rate or the Effective Federal Funds Rate
        shall be effective on the effective date of such change in the Prime
        Rate, the Three-Month Secondary CD Rate or the Effective Federal
        Funds Rate, respectively.

               "Base Rate Loans": U.S. R/C Loans at such time as they bear
        interest at a rate based upon the Base Rate.

               "Borrowing Date": any Business Day prior to the Termination
        Date specified in a notice pursuant to Section 2.2, 3.2 or 3.3 as a
        date on which a Facility Borrower requests Loans to be made
        hereunder.

               "Business Day": a day other than a Saturday, Sunday or other
        day on which commercial banks in New York City are authorized or
        required by law to close, except that, (a) when used in connection
        with a Eurodollar Loan with respect to which the Eurodollar Rate is
        determined based upon the Telerate screen in accordance with the
        definition of Eurodollar Rate, "Business Day" shall mean any Business
        Day on which dealings in foreign currencies and exchange between
        banks may be carried on in London, England and New York, New York and
        (b) when used in connection with a C$ Loan, "Business Day" shall mean
        a day on which banks are open for business in Toronto, Ontario,
        Canada but excludes Saturday, Sunday and any other day which is a
        legal holiday in Toronto, Ontario, Canada.

               "C$ Bank": each Bank designated as a "C$ Bank" on Schedule I,
        as such Schedule may be modified from time to time pursuant to
        Section 12.7 or 12.10.

               "C$ Commitment Percentage": as to any C$ Bank at any time, the
        percentage of the aggregate Canadian Commitments then constituted by
        such Bank's Canadian Commitment.

               "C$ Loans": the collective reference to C$ R/C Loans and
        Bankers' Acceptances. For the purposes of this Agreement, the
        principal amount of any C$ Loan constituting a Bankers' Acceptance
        shall be deemed to be the face amount of such Bankers' Acceptance.


<PAGE>

                                                                            5


               "C$ Prime Loans": C$ Loans at such time as they bear interest
        at a rate based upon the Canadian Prime Rate.

               "C$ R/C Loans": as defined in Section 3.1.

               "Canadian Administrative Agent": Royal, in its capacity as
        Canadian administrative agent for the C$ Banks under this Agreement,
        together with any of its successors.

               "Canadian Calculation Date": the Business Day immediately
        preceding the Effective Date and the last Business Day of each
        calendar month.

               "Canadian Commitment": as to any C$ Bank, its obligation to
        make C$ R/C Loans and purchase Bankers' Acceptances to or from CCCL
        hereunder in an aggregate principal amount (US$ Equivalent) at any
        one time outstanding not to exceed the amount (expressed in Dollars)
        set forth opposite such Bank's name on Schedule I, as such amount may
        be changed from time to time as provided herein.

               "Canadian Dollars" or "C$":  lawful currency of Canada.

               "Canadian Exchange Rate": on a particular date, the rate at
        which C$ may be exchanged into Dollars, determined by reference to
        the Bank of Canada noon rate as published on the Reuters Screen page
        BOFC. In the event that such rate does not appear on such Reuters
        page, the "Canadian Exchange Rate" shall be determined by reference
        to any other means (as selected by the Canadian Administrative Agent)
        by which such rate is quoted or published from time to time by the
        Bank of Canada; provided, that if at the time of any such
        determination, for any reason, no such exchange rate is being quoted
        or published, the Canadian Administrative Agent may use any
        reasonable method as it deems applicable to determine such rate, and
        such determination shall be conclusive absent manifest error.

               "Canadian Facility Fee":  as defined in Section 4.5(b).

               "Canadian Prime Rate": with respect to a C$ Prime Loan, on any
        day, the greater of (a) the annual rate of interest announced from
        time to time by Royal as its reference rate then in effect for
        determining interest rates on C$ denominated commercial loans in
        Canada and (b) the annual rate of interest equal to the sum of (i)
        the CDOR Rate and (ii) 0.75% per annum.

               "Canadian Register":  as defined in Section 12.7(c).

               "Canadian Reset Date"  as defined in Section 3.5(a).

               "Canadian Utilization": with respect to any Utilization
        Period, the percentage equivalent of a fraction (a) the numerator of
        which is the average daily principal amount of C$ Loans (US$
        Equivalent) outstanding during such Utilization Period and (b) the
        denominator of which is the average daily amount of the aggregate
        Canadian Commitments of all C$ Banks during such Utilization Period.

               "Capital Stock": any and all shares, interests, participations
        or other equivalents (however designated) of capital stock of a
        corporation, any and all equivalent ownership


<PAGE>

                                                                            6

        interests in a Person (other than a corporation) and any and all
        warrants or options to purchase any of the foregoing.

               "CASG": The Chase Manhattan Bank Loan and Agency Services
        Group (and any successor).

               "CCCL Obligations": the unpaid principal of and interest on
        (including, without limitation, interest accruing after the maturity
        of the C$ Loans and interest accruing after the filing of any
        petition in bankruptcy, or the commencement of any insolvency,
        reorganization or like proceeding, relating to CCCL, whether or not a
        claim for post-filing or post-petition interest is allowed in such
        proceeding) the C$ Loans and all other obligations and liabilities of
        CCCL to any Agent or to any Bank, whether direct or indirect,
        absolute or contingent, due or to become due, or now existing or
        hereafter incurred, which may arise under, out of, or in connection
        with, this Agreement or any other document made, delivered or given
        in connection herewith or therewith, whether on account of principal,
        interest, reimbursement obligations, fees, indemnities, costs,
        expenses (including, without limitation, all fees, charges and
        disbursements of counsel to any Agent or to any Bank that are
        required to be paid by CCCL pursuant to this Agreement) or otherwise.

               "CDOR Rate": on any day, the annual rate of interest which is
        the rate based on an average 30 day rate applicable to C$ bankers'
        acceptances appearing on the "Reuters Screen CDOR Page" (as defined
        in the International Swap Dealer Association, Inc. definitions, as
        modified and amended from time to time) as of 10:00 A.M., Toronto
        time, on such day, or if such day is not a Business Day, then on the
        immediately preceding Business Day; provided, however, if such rate
        does not appear on the Reuters Screen CDOR Page as contemplated, then
        the CDOR Rate on any day shall be calculated as the arithmetic mean
        of the 30 day rates applicable to C$ bankers' acceptances quoted by
        the Schedule I C$ Reference Banks as of 10:00 A.M., Toronto time, on
        such day, or if such day is not a Business Day, then on the
        immediately preceding Business Day. If less than all of the Schedule
        I C$ Reference Banks quote the aforementioned rate on the days and at
        the times described above, the "CDOR Rate" shall be such other rate
        or rates as the Canadian Administrative Agent and CCCL may agree.

               "CFC Affiliate": any Person that, directly or indirectly,
        controls or is controlled by or is under common control with CFC
        (including, without limitation, Chrysler and its subsidiaries, but
        excluding any Subsidiary). For the purposes of this definition,
        "control" (including, with correlative meanings, the terms
        "controlled by" and "under common control with"), as used with
        respect to any Person, shall mean the power, directly or indirectly,
        either to (a) vote 20% or more of the securities (or other equity
        interests) of such Person having ordinary voting power or (b) direct
        or cause the direction of the management and policies of such Person,
        whether through the ownership of voting securities (or other equity
        interests) or by contract or otherwise.

               "Change of Control": any of the following events or
        circumstances: (a) any Person or "group" (within the meaning of
        Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
        amended) shall either (i) acquire beneficial ownership of more than
        50% of any outstanding class of common stock of Chrysler having
        ordinary voting power in the election of directors of Chrysler or
        (ii) obtain the power (whether or not exercised) to elect a majority
        of Chrysler's directors or (b) the Board of Directors of Chrysler
        shall not consist of a majority of Continuing Directors. As used in
        this definition, "Continuing Directors" shall mean the directors of


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                                                                            7

        Chrysler on the Effective Date and each other director of Chrysler,
        if such other director's nomination for election to the Board of
        Directors of Chrysler is recommended by a majority of the then
        Continuing Directors.

               "Chartered Bank": a bank named on Schedule I or Schedule II to
        the Bank Act (Canada).

               "Chrysler":  Chrysler Corporation, a Delaware corporation.

               "Clearing Account": as to any US$ Bank, the bank account
        designated in its Addendum, or such other bank account as such Bank
        shall designate in writing to the Administrative Agent from time to
        time, provided that such other bank account shall be maintained at
        the office of an ACH member.

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

               "Commercial Bank": (a) with respect to the U.S. Commitments
        and the U.S. R/C Loans thereunder, any Person (i) licensed to engage
        in commercial banking business and (ii) which on the date it becomes
        a Bank (or purchases a participation) hereunder (x) is entitled to
        receive payments under this Agreement without deduction or
        withholding of any United States federal income taxes and (y) is
        entitled to an exemption from, or is not subject to, United States
        backup withholding tax and (b) with respect to the Canadian
        Commitments and the C$ Loans thereunder, any Chartered Bank which
        (except in the case of participations) has a Related US$ Bank.

               "Commitment": with respect to any Bank, the sum of such Bank's
        U.S. Commitment and Canadian Commitment.

               "Commitment Percentage": as to any Bank at any time, the
        percentage of the aggregate Commitments then constituted by such
        Bank's Commitment.

               "Commitment Period": as to the Commitment of any Bank, the
        period from and including the Effective Date (or, in the case of an
        assignee that is not already a Bank and any New Bank, from the date
        that such Person becomes party to this Agreement as provided in
        Section 12.7 or 12.10, as applicable) to but not including the
        Termination Date or such earlier date as the Commitments shall
        terminate as provided herein.

               "Commonly Controlled Entity": an entity, whether or not
        incorporated, which is under common control with CFC within the
        meaning of Section 4001 of ERISA or is part of a group which includes
        CFC and is treated as a single employer under Section 414 of the
        Code.

               "Contractual Obligation": as to any Person, any enforceable
        provision of any security issued by such Person or of any agreement,
        instrument or undertaking to which such Person is a party or by which
        it or any of its property is bound.

               "D&P": Duff & Phelps Credit Rating Company and its successors.

               "Debt": at any date, the amount which would appear in
        accordance with GAAP on a consolidated balance sheet of CFC and its
        Subsidiaries on such date opposite the heading "debt" (or any similar
        item).


<PAGE>

                                                                            8

               "Default": any of the events specified in Section 9, whether
        or not any requirement for the giving of notice, lapse of time, or
        both, or the happening of any other condition, has been satisfied.

               "Defease" or "Defeasance": with respect to any Bankers'
        Acceptance accepted by a C$ Bank, the payment by CCCL to such C$ Bank
        of an amount equal to the aggregate face amount of CCCL's obligations
        pursuant to such Bankers' Acceptance which amount shall be (a) held
        by such C$ Bank for application, at the maturity of such Bankers'
        Acceptance, to the payment of such C$ Bank's obligations with respect
        to such Bankers' Acceptance and (b) invested by such C$ Bank in
        bankers' acceptances or cash equivalents reasonably acceptable to
        such C$ Bank as directed by CCCL, provided that in the case of
        investments in bankers' acceptances, (i) such investments shall be
        available to such C$ Bank on customary terms and (ii) the amounts and
        maturities thereof shall be no greater or longer than the amount and
        maturity of such Bankers' Acceptance. Each of CCCL and each C$ Bank
        hereby agrees that, upon CCCL effecting the Defeasance of any
        Bankers' Acceptance accepted by such C$ Bank, CCCL shall be released
        from all obligations to such C$ Bank in any way relating to such
        Bankers' Acceptance. In addition, each such C$ Bank agrees that it
        will, at the maturity of the applicable Bankers' Acceptance, pay to
        CCCL an amount equal to the income earned by such C$ Bank on any
        investments made pursuant to clause (b) of this definition.

               "Designated Canadian Commitment Amount": with respect to each
        C$ Bank at a particular time, the Designated Canadian Percentage of
        such C$ Bank's Canadian Commitment then in effect; provided, that in
        the event that C$ Loans shall be outstanding after the Canadian
        Commitments shall have been terminated, the "Designated Canadian
        Commitment Amount" of such C$ Bank, on any day, shall be deemed to
        equal the Designated Canadian Percentage of the aggregate principal
        amount of the C$ Loans (US$ Equivalent) made by such C$ Bank
        outstanding on such day.

               "Designated Canadian Percentage": a percentage which may be
        specified by each C$ Bank, and may be changed from time to time, by
        written notice to each Facility Borrower and each Agent; provided,
        that if no such percentage has been so specified, such percentage
        shall be deemed to be zero. Each such notice shall, unless otherwise
        agreed by each Facility Borrower, be furnished within a 30-day period
        commencing on the Effective Date or commencing on an anniversary of
        the Effective Date.

               "Dollars" or "$": lawful currency of the United States of
        America.

               "Domestic Subsidiary": any Subsidiary other than a Foreign
        Subsidiary.

               "E-mail Bank": any Bank that has authorized use of an
        electronic mail address as its notice address for purposes of this
        Agreement, as specified in an administrative questionnaire (or other
        written notice) delivered to the Administrative Agent and CFC,
        provided that such authorization has not subsequently been rescinded
        pursuant to a written notice submitted by such Bank to the
        Administrative Agent and CFC.

               "Effective Date": subject to satisfaction of the conditions
        specified in Section 6.1, April 24, 1997.


<PAGE>

                                                                            9

               "Effective Federal Funds Rate": for any day, the weighted
        average of the rates on overnight Federal funds transactions between
        members of the Federal Reserve System arranged by Federal funds
        brokers, as published on the next succeeding Business Day by the
        Federal Reserve Bank of New York, or, if such rate is not so
        published for any day that is a Business Day, the average quotations
        for the day of such transactions received by the Administrative Agent
        from three Federal funds brokers of recognized standing selected by
        it.

               "ERISA": the Employee Retirement Income Security Act of 1974,
        as amended from time to time.

               "Equity": at any date, the amount which would appear in
        accordance with GAAP on a consolidated balance sheet of CFC and its
        Subsidiaries on such date opposite the heading "total shareholders'
        investment" (or any similar item).

               "Eurodollar Loan": any U.S. Loan bearing interest at a rate
        determined by reference to the Eurodollar Rate.

               "Eurodollar Rate": in the case of any Eurodollar Loan, with
        respect to each day during each Interest Period (other than any
        seven-day Interest Period) pertaining to such Eurodollar Loan, the
        rate of interest determined on the basis of the rate for deposits in
        Dollars for a period equal to such Interest Period commencing on the
        first day of such Interest Period appearing on Page 3750 of the
        Telerate screen as of 11:00 A.M., London time, two Business Days
        prior to the beginning of such Interest Period, provided, that in the
        event that such rate does not appear on Page 3750 of the Telerate
        Service (or otherwise on such service), the "Eurodollar Rate" shall
        be determined by reference to such other publicly available service
        for displaying eurodollar rates as may be agreed upon by the
        Administrative Agent and CFC. In the absence of such agreement, and
        in the case of any seven-day Interest Period pertaining to such
        Eurodollar Loan, the "Eurodollar Rate" shall instead be the rate per
        annum equal to the average (rounded upward, if necessary, to the
        nearest 1/100th of 1%) of the respective rates notified to the
        Administrative Agent by each of the Eurodollar Reference Banks as the
        rate at which such Eurodollar Reference Bank is offered Dollar
        deposits at or about 10:00 A.M., New York City time, two Business
        Days prior to the beginning of the relevant Interest Period, in the
        interbank eurodollar market where the eurodollar and foreign currency
        and exchange operations in respect of its Eurodollar Loans are then
        being conducted for delivery on the first day of such Interest Period
        for the number of days comprised therein and in an amount comparable
        to the amount of its Eurodollar Loan to be outstanding during such
        Interest Period.

               "Eurodollar Reference Banks": Chase, Royal and Credit Suisse
        First Boston; provided, that, for the purposes of determining the
        Eurodollar Rate with respect to any seven-day Interest Period, Chase
        shall be the sole Eurodollar Reference Bank.

               "Eurodollar Tranche": the collective reference to Eurodollar
        Loans having the same Interest Period, whether or not originally made
        on the same day.

               "Event of Default": any of the events specified in Section 9,
        provided that any requirement for the giving of notice, the lapse of
        time, or both, or the happening of any other condition, has been
        satisfied.

<PAGE>

                                                                           10



               "Excess U.S. Utilization Period": any Utilization Period with
        respect to which the U.S. Utilization exceeds 50%.

               "Existing Agreements": the collective reference to (a) the
        Long Term Revolving Credit Agreement dated as of April 26, 1996 among
        CFC, CCCL, the banks parties thereto, Royal, as Canadian
        Administrative Agent, and Chase, as Administrative Agent and (b) the
        Short Term Revolving Credit Agreement dated as of April 26, 1996
        among CFC, CCCL, the banks parties thereto, Royal, as Canadian
        Administrative Agent, and Chase, as Administrative Agent.

               "Facility Borrowers": the collective reference to CFC and
        CCCL.

               "Facility Fee": any U.S. Facility Fee or Canadian Facility
        Fee.

               "Facility Fee Rate": for any day, the rate per annum set forth
        below opposite the Status in effect on such day:


                                             Facility Fee
                   Status                        Rate
                   ------                    ------------

               Level I Status                 0.0500%

               Level II Status                0.0550%

               Level III Status               0.0800%

               Level IV Status                0.1000%

               Level V Status                 0.1500%


               "Federal Reserve Board": the Board of Governors of the Federal
        Reserve System of the United States.

               "Final Date": the later of (a) the Termination Date and (b)
        the date on which all of the Loans shall have been paid in full.

               "Finance Business": (a) the small loan, personal finance,
        consumer finance or installment credit business (including the
        business of making collateral loans secured by credit obligations or
        personal property), (b) the sales finance business and the business
        of purchasing and selling notes and accounts receivable (whether or
        not repayable in installments) and interests therein, (c) the
        commercial financing and factoring business as generally conducted,
        including the leasing of tangible personal property, and (d) any
        business (including, without limitation, securitization and other
        receivables-based transactions) related to or conducted in connection
        with any business of the character referred to in the foregoing
        clauses (a), (b) and (c) other than insurance underwriting.

               "Finance-Related Insurance Business": the business of (a)
        insuring articles and merchandise the sale or leasing of which is
        financed in the ordinary course of the Finance Business, (b) insuring
        the lives of individuals who are liable for the payment of the
        amounts


<PAGE>

                                                                           11

        owing on such sales or leases and writing accident and health
        insurance on such individuals, (c) automobile dealership property,
        liability, workers compensation and related insurance, (d) motor
        vehicle physical damage and liability insurance, and such other
        insurance business that is not described in clause (a), (b), (c) or
        (d) above to the extent that such insurance business does not produce
        at any time aggregate premiums written (net of reinsurance ceded) by
        all Subsidiaries in an amount greater than 50% of the aggregate
        amount of all premiums written (net of reinsurance ceded) at such
        time in all of the insurance business of such Subsidiaries.

               "Finance Subsidiary": any Domestic Subsidiary that is engaged
        primarily in the Finance Business.

               "Financial Covenant": a covenant on the part of CFC or any
        Significant Subsidiary to the general effect that such party shall
        maintain as of a specified date or dates or for a specified period or
        periods, (a) a specified minimum net worth, (b) a ratio of debt to
        net worth, earnings or cash flow not in excess of a specified
        maximum, (c) current assets in an amount not less than a specified
        amount in excess of current liabilities, (d) a specified minimum
        amount of earnings or cash flow, (e) a ratio of earnings or cash flow
        to interest expense or fixed charges not less than a specified
        minimum, or (f) any other specified ratio, amount or measure for the
        purpose of requiring maintenance of a specified financial condition
        or financial performance; provided, however, that any covenant
        requiring specified conditions to be satisfied before dividends may
        be made shall not constitute a "Financial Covenant".

               "Fitch": Fitch Investors Service, Inc. and its successors.

               "Foreign Subsidiary": any Subsidiary that (a) is organized
        under the laws of any jurisdiction outside the United States of
        America, Puerto Rico and Canada, or (b) conducts the major portion of
        its business outside the United States of America, Puerto Rico and
        Canada.

               "GAAP": generally accepted accounting principles in the United
        States of America (and, to the extent applicable, Canada) in effect
        from time to time, except that for the purposes of determining
        compliance with the covenants set forth in Section 8, "GAAP" shall
        mean generally accepted accounting principles in the United States of
        America (and, to the extent applicable, Canada) in effect on December
        31, 1996 applied consistently with those used in compiling the
        financial statements included in the 1996 Annual Report.

               "Governmental Authority": 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.

               "Indebtedness": as applied to any Person at any date, (a)
        indebtedness of such Person for borrowed money or for the deferred
        purchase price of property or services which would appear on a
        consolidated balance sheet of such Person (or, in the case of CFC and
        its Subsidiaries, CFC) prepared in accordance with GAAP, (b)
        obligations of such Person under leases which appear as capital
        leases on a consolidated balance sheet of such Person prepared in
        accordance with GAAP and (c) any withdrawal obligation of such Person
        or any Commonly Controlled Entity thereof to a Multiemployer Plan.

               "Initial Offered Canadian Commitment Amount": with respect to
        each C$ Bank, the amount specified opposite such Bank's name on
        Schedule I in the column captioned "Initial


<PAGE>

                                                                           12

        Offered Canadian Commitment Amount", which amount shall equal 25% of
        the aggregate Canadian commitment amount offered by such Bank in
        connection with the initial syndication of the Canadian Commitments
        and the initial syndication of the "Canadian Commitments" under the
        Long Term Revolving Credit Agreement.

               "Interest Period":  with respect to any Eurodollar Tranche:

                      (i) initially, the period commencing on the borrowing
               or conversion date, as the case may be, with respect to such
               Eurodollar Tranche and ending seven days or one, two, three or
               six months thereafter, as selected by CFC in its notice of
               borrowing or notice of conversion, as the case may be, given
               with respect thereto; and

                     (ii) thereafter, each period commencing on the last day
               of the next preceding Interest Period applicable to such
               Eurodollar Tranche and ending seven days or one, two, three or
               six months thereafter, as selected by CFC by irrevocable
               notice to the Administrative Agent not less than three
               Business Days prior to the last day of the then current
               Interest Period with respect thereto (or, if no such period is
               specified, ending one month thereafter);

        provided that, the foregoing provisions are subject to the following:

                      (A) if any Interest Period would otherwise end on a day
               which is not a Business Day, such Interest Period shall be
               extended to the next succeeding Business Day unless the result
               of such extension would be to carry such Interest Period into
               another calendar month, in which event such Interest Period
               shall end on the immediately preceding Business Day;

                      (B) no Interest Period may be selected by CFC if such
               Interest Period would end after the Maturity Date; and

                      (C) any Interest Period of at least one month's
               duration that begins on the last Business Day of a calendar
               month (or on a day for which there is no numerically
               corresponding day in the calendar month at the end of such
               Interest Period) shall end on the last Business Day of the
               relevant calendar month.

               "Level": any of Level I, Level II, Level III, Level IV or
        Level V.

               "Level I": any of the following long-term senior unsecured
        debt ratings: A or better by S&P, A2 or better by Moody's, A or
        better by D&P or A or better by Fitch.

               "Level II": any of the following long-term senior unsecured
        debt ratings: A- by S&P, A3 by Moody's, A- by D&P or A- by Fitch.

               "Level III": any of the following long-term senior unsecured
        debt ratings: BBB+ or BBB by S&P, Baa1 or Baa2 by Moody's, BBB+ or
        BBB by D&P or BBB+ or BBB by Fitch.

               "Level IV": any of the following long-term senior unsecured
        debt ratings: BBB- by S&P, Baa3 by Moody's, BBB- by D&P or BBB- by
        Fitch.


<PAGE>

                                                                           13

               "Level V": any of the following long-term senior unsecured
        debt ratings: BB+ or lower (or unrated) by S&P, Ba1 or lower (or
        unrated) by Moody's, BB+ or lower (or unrated) by D&P or BB+ or lower
        (or unrated) by Fitch.

               "Lien": with respect to any property of any Person, any
        mortgage, pledge, hypothecation, encumbrance, lien (statutory or
        other), charge or other security interest of any kind in or with
        respect to such property (including, without limitation, any
        conditional sale or other title retention agreement, and any
        financing lease under which such Person is lessee having
        substantially the same economic effects as any of the foregoing).

               "Loans": the collective reference to the U.S. R/C Loans and
        the C$ Loans.

               "Local Time": (a) in the case of matters relating to U.S. R/C
        Loans, New York City time, and (b) in the case of matters relating to
        C$ Loans, Toronto time.

               "Long Term Revolving Credit Agreement": (a) the Long Term
        Revolving Credit Agreement, dated as of April 24, 1997, among CFC,
        CCCL, the financial institutions from time to time parties thereto,
        the Managing Agents parties thereto, Royal Bank of Canada, as
        Canadian administrative agent, and The Chase Manhattan Bank, as
        administrative agent, as amended, supplemented, or otherwise modified
        from time to time, or (b) if such Revolving Credit Agreement is
        refinanced, refunded or otherwise replaced by another bank revolving
        credit agreement, such agreement, as amended, supplemented or
        otherwise modified from time to time.

               "Material Indebtedness": any item or related items of
        Indebtedness (or, in the case of any revolving credit facility, any
        commitments) having an aggregate principal amount of at least
        $100,000,000 (or the equivalent thereof in any other currency).

               "Maturity Date": the date which is the second anniversary of
        the Termination Date.

               "Moody's": Moody's Investors Service, Inc. and its successors.

               "Multiemployer Plan": a Plan which is a multiemployer plan as
        defined in Section 4001(a)(3) of ERISA.

               "New Bank": as defined in Section 12.10(a).

               "1996 Annual Report": CFC's annual report on Form 10-K to
        stockholders for the fiscal year ended December 31, 1996.

               "Other Taxes": as defined in Section 4.13(a).

               "PBGC": the Pension Benefit Guaranty Corporation established
        pursuant to Subtitle A of Title IV of ERISA or any successor
        corporation.

               "Person": an individual, a partnership, a corporation
        (including a business trust), a joint stock company, a trust, an
        unincorporated association, a joint venture or other entity or a
        government or any agency or political subdivision thereof.



<PAGE>

                                                                           14

               "Plan": any pension plan which is covered by Title IV of ERISA
        and in respect of which CFC or a Commonly Controlled Entity is an
        "employer" as defined in Section 3(5) of ERISA.

               "Prohibited Transaction": any "prohibited transaction" as
        defined in Section 406 of ERISA or Section 4975 of the Code.

               "Rating Agencies": the collective reference to D&P, Fitch,
        Moody's and S&P.

               "Real Estate Business": the acquisition, development, leasing,
        financing, management, maintenance and disposition of real property,
        including, without limitation, automotive dealership facilities and
        dealership site control arrangements.

               "Reference Banks": the collective reference to the Eurodollar
        Reference Banks, the Schedule I C$ Reference Banks and the Schedule
        II C$ Reference Banks.

               "Registers": the collective reference to the U.S. Register and
        the Canadian Register.

               "Related C$ Bank": as defined in the definition of "US$ Bank
        Combined Commitment".

               "Related US$ Bank": as defined in the definition of "US$ Bank
        Combined Commitment".

               "Reportable Event": any of the events set forth in Section
        4043(b) of ERISA or the regulations thereunder.

               "Required Banks": at any date, Banks having at least 51% of
        the aggregate amount of the Commitments at such date or, if the
        Commitments have been terminated or for the purposes of determining
        whether to accelerate the Loans pursuant to Section 9, the holders of
        at least 51% of the outstanding principal amount of the Loans (US$
        Equivalent).

               "Required Canadian Banks": at any date, C$ Banks having at
        least 51% of the aggregate amount of the Canadian Commitments at such
        date.

               "Required U.S. Banks": at any date, US$ Banks having at least
        51% of the aggregate amount of the U.S. Commitments at such date.

               "Requirement of Law": as to any Person, the Certificate of
        Incorporation and By-laws or other organizational or governing
        documents of such Person, and any law, treaty, rule or regulation, or
        determination of an arbitrator or a court or other Governmental
        Authority, in each case applicable to or binding upon such Person or
        any of its property or to which such Person or any of its property is
        subject.

               "Responsible Officer": at any particular time, the Chairman of
        the Board of Directors, the President, the Treasurer or the
        Controller of CFC or CCCL, as the case may be.

               "S&P": Standard & Poor's Ratings Services, and its successors.


<PAGE>

                                                                           15

               "Schedule I C$ Bank": any C$ Bank named on Schedule I to the
        Bank Act (Canada).

               "Schedule I Reference C$ Banks": the collective reference to
        Royal, Canadian Imperial Bank of Commerce and The Bank of Nova
        Scotia.

               "Schedule II C$ Bank": any C$ Bank named on Schedule II to the
        Bank Act (Canada).

               "Schedule II Reference C$ Banks": the collective reference to
        The Chase Manhattan Bank of Canada, Credit Suisse First Boston
        Canada, Banque Nationale de Paris (Canada) and The Dai-Ichi Kangyo
        Bank (Canada).

               "Significant Subsidiary": at the time of any determination
        thereof, (a) CCCL, (b) any other Finance Subsidiary and (c) any other
        Subsidiary of CFC the assets of which constitute at least 5% of the
        consolidated assets of CFC and its Subsidiaries as stated on the
        consolidated financial statements of CFC and its Subsidiaries for the
        most recently ended fiscal quarter of CFC, provided, that the term
        "Significant Subsidiary" shall not include any Special Purpose
        Subsidiary.

               "Single Employer Plan": any Plan which is not a Multiemployer
        Plan.

               "Special Purpose Subsidiary": any Subsidiary created for the
        sole purpose of purchasing assets from CFC or any Finance Subsidiary
        with the intention and for the purpose of using such assets in a
        securitization transaction.

               "Status": the existence of Level I Status, Level II Status,
        Level III Status, Level IV Status or Level V Status, as the case may
        be. For the purposes of this definition, "Status" will be set at the
        lowest Level assigned to CFC by any Rating Agency, unless only one
        Rating Agency has assigned such Level to CFC, in which case CFC's
        Status will be set at the second lowest Level assigned to CFC by any
        Rating Agency.

               "Statutory Reserves": a fraction (expressed as a decimal), the
        numerator of which is the number one and the denominator of which is
        the number one minus the aggregate of the maximum applicable reserve
        percentages (including any marginal, special, emergency or
        supplemental reserves) expressed as a decimal established by the
        Federal Reserve Board and any other banking authority to which Chase
        is subject with respect to the Base CD Rate (as such term is used in
        the definition of "Base Rate"), for new negotiable nonpersonal time
        deposits in Dollars of over $100,000 with maturities approximately
        equal to three months. Statutory Reserves shall be adjusted
        automatically on and as of the effective date of any change in any
        reserve percentage.

               "Subsidiary": any corporation of which CFC or one or more
        Subsidiaries or CFC and one or more Subsidiaries shall at the time
        own shares of any class or classes (however designated) having voting
        power for the election of at least a majority of the members of the
        board of directors (or other governing body) of such corporation.

               "Taxes": as defined in Section 4.13(a).

               "Termination Date": the date which is 364 days after the
        Effective Date, or, if such day is not a Business Day, the next
        preceding Business Day.


<PAGE>

                                                                           16

               "Type": as to any U.S. R/C Loan, its nature as a Base Rate
        Loan or a Eurodollar Loan.

               "US$ Bank": each Bank designated as a "US$ Bank" on Schedule
        I, as such Schedule may be modified from time to time pursuant to
        Section 12.7 or 12.10.

               "US$ Bank Combined Commitment": as to any US$ Bank, the sum of
        (a) such Bank's U.S. Commitment and (b) if such Bank has a Related C$
        Bank, such Related C$ Bank's Canadian Commitment; provided, that in
        the event that Loans shall be outstanding after the Commitments shall
        have been terminated, the "US$ Bank Combined Commitment" of each US$
        Bank, on any day, shall be deemed to equal the aggregate principal
        amount of the Loans (US$ Equivalent) made by such Bank (or, if
        applicable, such Bank's Related C$ Bank), outstanding on such day.
        For the purposes of this Agreement, (i) "Related C$ Bank" means, with
        respect to any US$ Bank, as applicable, either (x) such Bank in its
        capacity as a C$ Bank or (y) any subsidiary, affiliate, branch or
        agency of such Bank which is a C$ Bank and (ii) "Related US$ Bank"
        means, with respect to any C$ Bank, as applicable, either (x) such
        Bank in its capacity as a US$ Bank or (y) any subsidiary, affiliate,
        branch or agency of such Bank which is a US$ Bank.

               "US$ Bank Net Combined Commitment": with respect to each US$
        Bank, an amount equal to such US$ Bank's US$ Bank Combined Commitment
        minus, in the case of each US$ Bank that has a Related C$ Bank, such
        Related C$ Bank's Designated Canadian Commitment Amount.

               "US$ Equivalent": on any date of determination, with respect
        to any amount in Canadian Dollars, the equivalent in Dollars of such
        amount, determined by the relevant Agent using the Canadian Exchange
        Rate then in effect with respect thereto as determined pursuant to
        Section 3.5.

               "U.S. Commitment": as to any US$ Bank, its obligation to make
        U.S. R/C Loans to CFC hereunder in an aggregate principal amount at
        any one time outstanding not to exceed the amount set forth opposite
        such Bank's name on Schedule I, as such amount may be changed from
        time to time as provided herein.

               "U.S. Commitment Percentage": as to any US$ Bank at any time,
        the percentage of the aggregate U.S. Commitments then constituted by
        such Bank's U.S. Commitment.

               "U.S. Facility Fee": as defined in Section 4.5(a).

               "U.S. R/C Loans": as defined in Section 2.1(a).

               "U.S. Register": as defined in Section 12.7(c).

               "U.S. Utilization": for any Utilization Period, with respect
        to the U.S. Commitments, the percentage equivalent of a fraction (a)
        the numerator of which is the average daily principal amount of U.S.
        R/C Loans outstanding during such Utilization Period and (b) the
        denominator of which is the average daily amount of the aggregate
        U.S. Commitments of all US$ Banks during such Utilization Period.


<PAGE>

                                                                           17

               "Utilization Period": (a) each fiscal quarter of CFC and (b)
        any portion of a fiscal quarter of CFC ending on the Final Date.

1.2 Other Definitional Provisions. (a) Unless otherwise specified, all terms
defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto.

               (b) As used herein and in any certificate or other document
made or delivered pursuant hereto, accounting terms relating to CFC and its
Subsidiaries not defined in Section 1.1, and accounting terms partly defined
in Section 1.1 to the extent not defined, shall have the respective meanings
given to them under GAAP.

               (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
schedule and exhibit references are to this Agreement unless otherwise
specified.


SECTION 2.  THE U.S. COMMITMENTS

               2.1 The U.S. Commitments. (a) Subject to the terms and
conditions hereof, each US$ Bank severally agrees to make revolving credit
loans ("U.S. R/C Loans") to CFC from time to time during the Commitment
Period. During the Commitment Period, CFC may use the U.S. Commitment of each
US$ Bank by borrowing, prepaying or repaying the U.S. R/C Loans of such Bank,
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof; provided that no U.S. R/C Loans may be made on or after
the Termination Date (it being understood that continuations and conversions
of outstanding U.S. R/C Loans shall be permitted on and after the Termination
Date in accordance with Section 2.3). Notwithstanding anything to the
contrary contained in this Agreement, in no event may U.S. R/C Loans be
borrowed under this Section 2.1 if, after giving effect thereto and the
application of the proceeds thereof, the aggregate principal amount of U.S.
R/C Loans made by any US$ Bank then outstanding would exceed such Bank's U.S.
Commitment.

               (b) U.S. R/C Loans may be Base Rate Loans or Eurodollar Loans,
as determined by CFC and notified to the Administrative Agent in accordance
with Section 2.2.

               2.2 Procedure for Borrowing. CFC may borrow under Section 2.1
during the Commitment Period on any Business Day, provided that CFC shall
give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 10:00 A.M., New York City time,
(i) three Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, and (ii) one Business Day prior to the requested Borrowing
Date, in the case of Base Rate Loans) specifying (A) the amount to be
borrowed, (B) the requested Borrowing Date, (C) the Type(s) of U.S. R/C Loans
to be borrowed, and (D) the length of the Interest Period for any Eurodollar
Loan. Upon receipt of such notice, the Administrative Agent shall promptly
notify each US$ Bank thereof. Not later than 2:00 P.M., New York City time,
on the Borrowing Date specified in such notice, each US$ Bank shall (subject
to Section 12.3(b)) deposit in its Clearing Account an amount in immediately
available funds equal to the amount of the U.S. R/C Loan to be made by such
Bank pursuant to Section 2.1. The Administrative Agent shall, pursuant to
Section 12.3(a), cause such amount to be withdrawn from each such Clearing
Account and shall make the aggregate amount so withdrawn available to CFC by
depositing the proceeds thereof in the account of CFC with the Administrative
Agent on the date such Loans are made for transmittal by the Administrative
Agent


<PAGE>

                                                                           18

upon CFC's request. Each borrowing pursuant to Section 2.1 shall be in an
aggregate principal amount of the lesser of (i) $50,000,000 or an integral
multiple of $1,000,000 in excess thereof or (ii) the then aggregate Available
U.S. Commitments.

               2.3 Conversion and Continuation Options. (a) CFC may elect
from time to time to convert Eurodollar Loans to Base Rate Loans, by giving
the Administrative Agent at least two Business Days' prior irrevocable notice
of such election, provided that any such conversion of Eurodollar Loans may
only be made on the last day of an Interest Period with respect thereto. CFC
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by
giving the Administrative Agent at least three Business Days' prior
irrevocable notice of such election. Any such notice of conversion to
Eurodollar Loans shall specify the length of the initial Interest Period or
Interest Periods therefor. Upon receipt of any such notice the Administrative
Agent shall promptly notify each US$ Bank thereof. All or any part of
outstanding Eurodollar Loans and Base Rate Loans may be converted as provided
herein, provided that (i) no Base Rate Loan may be converted into a
Eurodollar Loan when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Required U.S. Banks have determined in
its or their sole discretion that such conversion is not appropriate and (ii)
no Base Rate Loan may be converted into a Eurodollar Loan after the date that
is seven days prior to the Maturity Date.

               (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by CFC
giving irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event
of Default has occurred and is continuing and the Administrative Agent has or
the Required U.S. Banks have determined in its or their sole discretion that
such continuation is not appropriate or (ii) after the date that is seven
days prior to the Maturity Date and provided, further, that if CFC shall fail
to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans
shall be automatically converted to Base Rate Loans on the last day of such
then expiring Interest Period. Upon receipt of any notice given by CFC
pursuant to this Section 2.3(b), the Administrative Agent shall promptly
notify each US$ Bank thereof.

               2.4 Minimum Amount of Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, payments,
prepayments, continuations and conversions of U.S. R/C Loans shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, the aggregate principal amount of the Eurodollar Loans comprising
any Eurodollar Tranche shall not be less than $50,000,000.

               2.5 Certain Matters Relating to Eurodollar Loans. (a) In the
event that (i) the Administrative Agent determines (which determination shall
be conclusive and binding upon CFC) that by reason of circumstances affecting
the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate in respect of any Eurodollar Loans, or (ii)
the Required U.S. Banks determine (which determination shall be conclusive
and binding upon CFC) and shall notify the Administrative Agent that the
rates of interest referred to in the definition of "Eurodollar Rate" as the
basis upon which the rate of interest for Eurodollar Loans is to be
determined do not adequately cover the cost to the US$ Banks of making or
maintaining Eurodollar Loans, in each case with respect to any proposed U.S.
R/C Loan that CFC has requested be made as a Eurodollar Loan, the
Administrative Agent shall forthwith give facsimile transmission or other
written notice of such determination to CFC and the US$ Banks at least one
Business Day prior to the requested Borrowing Date for such Eurodollar Loan.
If such notice is given, any requested borrowing of a Eurodollar Loan


<PAGE>

                                                                           19

shall be made as a Base Rate Loan. Until such notice has been withdrawn by
the Administrative Agent, no further Eurodollar Loans shall be made.

               (b) Upon notice from any Affected Bank (as hereinafter
defined), CFC shall pay to the Administrative Agent for the account of such
Affected Bank an additional amount for each Eurodollar Loan of such Affected
Bank, payable on the last day of the Interest Period with respect thereto,
equal to

                            P X [[R / (1.00 - r)] - R] X [T / 360]


Where P = the principal amount of such Eurodollar Loan of such Bank;

          R =    the Eurodollar Rate (expressed as a decimal) for such
                 Interest Period;

          T =    the number of days in such Interest Period during
                 which such Bank was an "Affected Bank"; and

          r =    the aggregate of rates (expressed as a decimal) of reserve
                 requirements ("Reserve Requirements") current on the date
                 two Business Days prior to the beginning of such Interest
                 Period (including, without limitation, basic, supplemental,
                 marginal and emergency reserves) under any regulations of
                 the Federal Reserve Board or other Governmental Authority
                 having jurisdiction with respect thereto, as now and from
                 time to time hereafter in effect, dealing with reserve
                 requirements prescribed for eurocurrency funding (currently
                 referred to as "Eurocurrency liabilities" in Regulation D of
                 the Federal Reserve Board) maintained by a member bank of
                 the Federal Reserve System.

               The term "Affected Bank" shall mean any US$ Bank party to this
Agreement that (i) is (x) organized under the laws of the United States or
any State thereof or (y) a bank organized under laws other than those of the
United States of America or a State thereof that is funding its Eurodollar
Loans through a branch or agency located in the United States of America and
(ii) is subject to actual Reserve Requirements in respect of its Eurodollar
Loans. Each US$ Bank agrees to notify the Administrative Agent promptly upon
becoming an Affected Bank, and of any subsequent change of status, disclosing
the effective date of such change.

               (c) Upon the occurrence of any of the events specified in
Section 2.5(a), each US$ Bank whose Eurodollar Loans are affected by any such
event agrees that it will transfer its Eurodollar Loans affected by any such
event to another branch office (or, if such Bank so elects, to an affiliate)
of such Bank, provided that such transfer shall be made only if such Bank
shall have determined in good faith (which determination shall, absent
manifest error, be final, conclusive and binding upon all parties) that, (i)
on the basis of existing circumstances, such transfer will avoid such events
and will not result in any additional costs, liabilities or expenses to such
Bank or to CFC and (ii) such transfer is otherwise consistent with the
interests of such Bank.


SECTION 3.  THE CANADIAN COMMITMENTS

               3.1 The Canadian Commitments. Subject to the terms and
        conditions hereof, each C$ Bank severally agrees to make revolving
        credit loans ("C$ R/C Loans") (which shall be C$ Prime



<PAGE>

                                                                           20

Loans) to, and to accept Bankers' Acceptances from, CCCL from time to time
during the Commitment Period. During the Commitment Period, CCCL may use the
Canadian Commitment of each C$ Bank by borrowing, prepaying or repaying the
C$ R/C Loans or Bankers' Acceptances of such Bank, in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof; provided
that no C$ R/C Loans or Bankers' Acceptances may be made or accepted on or
after the Termination Date (it being understood that continuations and
conversions of outstanding C$ R/C Loans and Bankers' Acceptances shall be
permitted on and after the Termination Date in accordance with Section 3.4).
Notwithstanding anything to the contrary contained in this Agreement, in no
event may C$ R/C Loans or Bankers' Acceptances be borrowed or issued under
this Section 3.1 if, after giving effect thereto and the application of the
proceeds thereof, the Aggregate Canadian Extensions of Credit of any C$ Bank
then outstanding would exceed such C$ Bank's Canadian Commitment.

               3.2 Procedure for C$ R/C Loan Borrowing. CCCL may borrow C$
R/C Loans during the Commitment Period on any Business Day, provided that
CCCL shall give the Canadian Administrative Agent irrevocable notice (which
notice must be received by the Canadian Administrative Agent prior to 12:00
noon, Toronto time, one Business Day prior to the requested Borrowing Date,
specifying (a) the amount to be borrowed and (b) the requested Borrowing
Date. Upon receipt of such notice, the Canadian Administrative Agent shall
promptly notify each C$ Bank thereof. Not later than 2:00 P.M., Toronto time,
on the Borrowing Date specified in such notice, each C$ Bank shall make the
amount of its share of such borrowing available to the Canadian
Administrative Agent for the account of CCCL at the office of the Canadian
Administrative Agent specified in Section 12.2 and in funds immediately
available to the Canadian Administrative Agent. Each borrowing pursuant to
this Section 3.2 shall be in an aggregate principal amount of the lesser of
(i) C$5,000,000 or an integral multiple of C$100,000 in excess thereof or
(ii) the amount in C$ which has a US$ Equivalent equal to the then aggregate
Available Canadian Commitments.

               3.3 Bankers' Acceptances. (a) CCCL may issue Bankers'
        Acceptances denominated in C$, for purchase by the C$ Banks, each in
        accordance with the provisions of this Section 3.3.

               (b) Procedures.

               (i) Notice. CCCL shall notify the Canadian Administrative
        Agent by irrevocable written notice by 10:00 A.M., Toronto time, one
        Business Day prior to the Borrowing Date in respect of any borrowing
        by way of Bankers' Acceptances.

              (ii) Minimum Borrowing Amount. Each borrowing by way of
        Bankers' Acceptances shall be in a minimum aggregate face amount of
        C$10,000,000.

             (iii) Face Amounts. The face amount of each Bankers' Acceptance
        shall be C$100,000 or any integral multiple thereof.

              (iv) Term. Bankers' Acceptances shall be issued and shall
        mature on a Business Day. Each Bankers' Acceptance shall have a term
        of at least 30 days and not more than 365 days excluding days of
        grace and shall mature on or before the Maturity Date and shall be in
        form and substance reasonably satisfactory to each C$ Bank.
        Notwithstanding the foregoing sentence, Bankers' Acceptances may from
        time to time be issued for a term of seven days if each C$ Bank
        agrees at such time to accept Bankers' Acceptances with such term in
        the amount determined by the Canadian Administrative Agent in respect
        of such Bank in accordance with Section 3.3(b)(vii).


<PAGE>

                                                                           21

               (v) Bankers' Acceptances in Blank. To facilitate the
        acceptance of Bankers' Acceptances under this Agreement, CCCL shall,
        upon execution of this Agreement and from time to time as required,
        provide to the Canadian Administrative Agent drafts, in form
        satisfactory to the Canadian Administrative Agent, duly executed and
        endorsed in blank by CCCL in quantities sufficient for each C$ Bank
        to fulfill its obligations hereunder. In addition, CCCL hereby
        appoints each C$ Bank as its attorney to sign and endorse on its
        behalf, in handwriting or by facsimile or mechanical signature as and
        when deemed necessary by such C$ Bank, blank forms of Bankers'
        Acceptances. CCCL recognizes and agrees that all Bankers' Acceptances
        signed and/or endorsed on its behalf by a C$ Bank shall bind CCCL as
        fully and effectually as if signed in the handwriting of and duly
        issued by the proper signing officers of CCCL. Each C$ Bank is hereby
        authorized to issue such Bankers' Acceptances endorsed in blank in
        such face amounts as may be determined by such Bank provided that the
        aggregate amount thereof is equal to the aggregate amount of Bankers'
        Acceptances required to be accepted by such Bank. No C$ Bank shall be
        responsible or liable for its failure to accept a Bankers' Acceptance
        if the cause of such failure is, in whole or in part, due to the
        failure of CCCL to provide duly executed and endorsed drafts to the
        Canadian Administrative Agent on a timely basis nor shall any C$ Bank
        be liable for any damage, loss or other claim arising by reason of
        any loss or improper use of any such instrument except loss or
        improper use arising by reason of the gross negligence or willful
        misconduct of such Bank, its officers, employees, agents or
        representatives. Each C$ Bank shall maintain a record with respect to
        Bankers' Acceptances (i) received by it from the Canadian
        Administrative Agent in blank hereunder, (ii) voided by it for any
        reason, (iii) accepted by it hereunder, (iv) purchased by it
        hereunder and (v) cancelled at their respective maturities. Each C$
        Bank further agrees to retain such records in the manner and for the
        statutory periods provided in the various Canadian provincial or
        federal statutes and regulations which apply to such Bank.

              (vi) Execution of Bankers' Acceptances. Drafts of CCCL to be
        accepted as Bankers' Acceptances hereunder shall be duly executed on
        behalf of CCCL. Notwithstanding that any person whose signature
        appears on any Bankers' Acceptance as a signatory for CCCL may no
        longer be an authorized signatory for CCCL at the date of issuance of
        a Bankers' Acceptance, such signature shall nevertheless be valid and
        sufficient for all purposes as if such authority had remained in
        force at the time of such issuance and any such Bankers' Acceptance
        so signed shall be binding on CCCL.

             (vii) Issuance of Bankers' Acceptances. Promptly following
        receipt of a notice of borrowing by way of Bankers' Acceptances, the
        Canadian Administrative Agent shall so advise the C$ Banks and shall
        advise each C$ Bank of the face amount of each Bankers' Acceptance to
        be accepted by it and the term thereof. The aggregate face amount of
        Bankers' Acceptances to be accepted by a C$ Bank shall be determined
        by the Canadian Administrative Agent by reference to the respective
        Canadian Commitments of the C$ Banks, except that, if the face amount
        of a Bankers' Acceptance, which would otherwise be accepted by a C$
        Bank, would not be C$100,000 or an integral multiple thereof, such
        face amount shall be increased or reduced by the Canadian
        Administrative Agent in its sole and unfettered discretion to the
        nearest integral multiple of C$100,000.

            (viii) Acceptance of Bankers' Acceptances. Each Bankers'
        Acceptance to be accepted by a C$ Bank shall be accepted at such
        Bank's office referred to in its Addendum.

              (ix) Purchase of Bankers' Acceptances. On the relevant
        Borrowing Date, each C$ Bank shall purchase from CCCL, at the
        Applicable BA Discount Rate, any Bankers'


<PAGE>

                                                                           22

        Acceptance accepted by it and provide to the Canadian Administrative
        Agent the BA Discount Proceeds for the account of CCCL. The
        Acceptance Fee payable by CCCL to such Bank under Section 3.3(d) in
        respect of each Bankers' Acceptance accepted and purchased by such
        Bank shall be set off against the BA Discount Proceeds payable by
        such Bank under this Section 3.3(b)(ix).

               (x) Sale of Bankers' Acceptances. Each C$ Bank may at any time
        and from time to time hold, sell, rediscount or otherwise dispose of
        any or all Bankers' Acceptances accepted and purchased by it.

              (xi) Waiver of Presentment and Other Conditions. CCCL waives
        presentment for payment and any other defense to payment of any
        amounts due to a C$ Bank in respect of a Bankers' Acceptance accepted
        by it pursuant to this Agreement which might exist solely by reason
        of such Bankers' Acceptance being held, at the maturity thereof, by
        such Bank in its own right and CCCL agrees not to claim any days of
        grace if such Bank as holder sues CCCL on the Bankers' Acceptances
        for payment of the amount payable by CCCL thereunder.

               (c) With respect to each Bankers' Acceptance, CCCL shall give
irrevocable telephone or written notice (or such other method of notification
as may be agreed upon between the Canadian Administrative Agent and CCCL) to
the Canadian Administrative Agent at or before 2:00 P.M., Toronto time, two
Business Days prior to the maturity date of such Bankers' Acceptance followed
by written confirmation electronically transmitted to the Canadian
Administrative Agent on the same day, of CCCL's intention to issue a Bankers'
Acceptance on such maturity date (a "Refunding Bankers' Acceptance") to
provide for the payment of such maturing Bankers' Acceptance (it being
understood that payments by CCCL and fundings by the C$ Banks in respect of
each maturing Bankers' Acceptance and the related Refunding Bankers'
Acceptance shall be made on a net basis reflecting the difference between the
face amount of such maturing Bankers' Acceptance and the BA Discount Proceeds
(net of the applicable Acceptance Fee) of such Refunding Bankers'
Acceptance). Any repayment of Bankers' Acceptances must be made at or before
12:00 noon, Toronto time, on the respective maturity dates of such Bankers'
Acceptances. If CCCL fails to give such notice, CCCL shall be deemed to have
repaid such maturing Bankers' Acceptances with funds obtained by way of C$
R/C Loans commencing on the maturity date of such maturing Bankers'
Acceptances.

               (d) An Acceptance Fee shall be payable by CCCL to each C$ Bank
in advance (in the manner specified in Section 3.3(b)(ix)) upon the issuance
of a Bankers' Acceptance to be accepted by such Bank calculated at the rate
per annum equal to the Applicable Margin, such Acceptance Fee to be
calculated on the face amount of such Bankers' Acceptance and to be computed
on the basis of the number of days in the term of such Bankers' Acceptance.
Subject to the additional amounts payable under Section 3.3(e), the amount of
Acceptance Fees to be paid as specified above shall be the amount which would
be due and payable if the Canadian Utilization for the term of the relevant
Bankers' Acceptance was less than 50%.

               (e) On the first Business Day following the last day of each
Utilization Period, CCCL shall pay to the Canadian Administrative Agent, for
the ratable benefit of the C$ Banks an additional amount on account of
Acceptance Fees in respect of each Bankers' Acceptance outstanding during
such Utilization Period equal to an amount calculated by multiplying:

                  (A) a fraction, the numerator of which is the number of
                      days in the term of the Bankers' Acceptance in such
                      Utilization Period and the denominator of which is the
                      number of days in the term of the Bankers' Acceptance;
                      by


<PAGE>

                                                                           23

                  (B) the excess (if any) of (A) the amount of Acceptance
                      Fees which would have been payable in respect of such
                      Bankers' Acceptance had the Canadian Utilization at the
                      time of the issuance of such Bankers' Acceptance been
                      the same as the actual Canadian Utilization during such
                      Utilization Period, over (B) the amount of Acceptance
                      Fees which actually were paid in respect of such
                      Bankers' Acceptance.

               (f) Upon the occurrence of any Event of Default, and in
addition to any other rights or remedies of any C$ Bank and the Canadian
Administrative Agent hereunder, any C$ Bank or the Canadian Administrative
Agent as and by way of collateral security (or such alternate arrangement as
may be agreed upon by CCCL and such Bank or the Canadian Administrative
Agent, as applicable) shall be entitled to deposit and retain in an account
to be maintained by the Canadian Administrative Agent (bearing interest at
the Canadian Administrative Agent's rates as may be applicable in respect of
other deposits of similar amounts for similar terms) amounts which are
received by such Bank or the Canadian Administrative Agent from CCCL
hereunder or as proceeds of the exercise of any rights or remedies of any C$
Bank or the Canadian Administrative Agent hereunder against CCCL, to the
extent such amounts may be required to satisfy any contingent or unmatured
obligations or liabilities of CCCL to the C$ Banks or the Canadian
Administrative Agent, or any of them hereunder.

               3.4 Conversion Option. Subject to the provisions of this
Agreement, CCCL may, prior to the Maturity Date, effective on any Business
Day, convert, in whole or in part, C$ R/C Loans into Bankers' Acceptances or
vice versa upon giving to the Canadian Administrative Agent prior irrevocable
telephone or written notice within the notice period and in the form which
would be required to be given to the Canadian Administrative Agent in respect
of the category of C$ Loan into which the outstanding C$ Loan is to be
converted in accordance with the provisions of Section 3.2 or 3.3, as
applicable, followed by written confirmation on the same day, provided that:

                  (A) no C$ R/C Loan may be converted into a Bankers'
                      Acceptance when any Event of Default has occurred and
                      is continuing and the Canadian Administrative Agent has
                      or the Required C$ Banks have determined in its or
                      their sole discretion that such conversion is not
                      appropriate;

                  (B) each conversion to Bankers' Acceptances shall be for a
                      minimum aggregate amount of C$10,000,000 (and whole
                      multiples of C$100,000 in excess thereof) and each
                      conversion to C$ R/C Loans shall be in a minimum
                      aggregate amount of C$5,000,000; and

                  (C) Bankers' Acceptances may be converted only on the
                      maturity date of such Bankers' Acceptances and,
                      provided that, if less than all Bankers' Acceptances
                      are converted, then after such conversion not less than
                      C$10,000,000 (and whole multiples of C$100,000 in
                      excess thereof) shall remain as Bankers' Acceptances.

               3.5 Currency Fluctuations, etc. (a) No later than 2:00 P.M.,
Toronto time, on each Canadian Calculation Date, the Canadian Administrative
Agent shall (i) determine the Canadian Exchange Rate as of such date and (ii)
give notice thereof to CFC and CCCL. The Canadian Exchange Rate so determined
shall become effective on the first Business Day immediately following the
relevant Canadian Calculation Date (a "Canadian Reset Date") and shall remain
effective until the next succeeding Canadian Reset Date.

               (b) No later than 2:00 P.M., New York City time, on each
Canadian Reset Date and each Borrowing Date in respect of C$ Loans, the
Canadian Administrative Agent shall (i) determine


<PAGE>

                                                                           24

the US$ Equivalent of the C$ Loans then outstanding (after giving effect to
any C$ Loans to be made or repaid on such date) and (ii) notify CFC and CCCL
of the results of such determination.

               (c) If, on any Canadian Reset Date (after giving effect to (i)
any C$ Loans to be made or repaid on such date and (ii) any increase or
decrease in any Canadian Commitment pursuant to Section 12.10 effective on
such date of which the Canadian Administrative Agent has received notice),
the Aggregate Canadian Extensions of Credit of any C$ Bank exceed the
Canadian Commitment of such Bank, then, within ten Business Days after notice
thereof from the Canadian Administrative Agent, (i) CCCL shall reduce the
aggregate C$ Loans (which reduction, in the case of Bankers' Acceptances, may
be effected by Defeasance thereof) and/or (ii) CFC shall increase the
Canadian Commitments pursuant to Section 12.10 in an amount such that, after
giving effect thereto, the Aggregate Canadian Extensions of Credit of each C$
Bank shall be equal to or less than the Canadian Commitment of such Bank.

               (d) The Canadian Administrative Agent shall promptly furnish
the Administrative Agent and each affected C$ Bank with a copy of any notice
delivered to CFC or CCCL pursuant to this Section 3.5.

               (e) Notwithstanding the foregoing provisions of this Section
3.5, after the initial Canadian Calculation Date, the Canadian Administrative
Agent may at its option suspend the resetting of the Canadian Exchange Rate
pursuant to Section 3.5(a) and the making of the determinations referred to
in Sections 3.5(b) and 3.5(c) during any period when the sum of the Aggregate
Canadian Extensions of Credit of all C$ Banks, calculated using the Canadian
Exchange Rate effective as of the last Canadian Reset Date prior to such
suspension, is less than 50% of the aggregate Canadian Commitments then in
effect.


SECTION 4.  GENERAL PROVISIONS

               4.1 Evidence of Debt. (a) Each Bank shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Facility Borrower to the appropriate lending office of
such Bank resulting from each Loan made by such lending office of such Bank
from time to time, including the amounts of principal and interest payable
and paid to such lending office of such Bank from time to time under this
Agreement.

               (b) Each Agent shall maintain a Register pursuant to Section
12.7(c), and a subaccount for each relevant Bank, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each
relevant Loan made hereunder, whether such Loan is, as applicable, a U.S. R/C
Loan, a C$ R/C Loan or a Bankers' Acceptance, the Type of each U.S. R/C Loan
made and the Interest Period applicable to any Eurodollar Loan, (ii) the
amount of any principal or interest due and payable or to become due and
payable from the relevant Facility Borrower to each relevant Bank hereunder
and (iii) the amount of any sum received by such Agent hereunder from the
relevant Facility Borrower and each relevant Bank's share thereof.

               (c) The entries made in the Registers and accounts maintained
pursuant to paragraphs (a) and (b) of this Section 4.1 shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the relevant Facility Borrower therein
recorded; provided, that the failure of any Bank or either Agent to maintain
such account, such Register or such subaccount, as applicable, or any error
therein, shall not in any manner affect the obligation of each


<PAGE>

                                                                           25

Facility Borrower to repay the Loans (and all other amounts owing with
respect thereto) made to such Facility Borrower in accordance with the terms
of this Agreement.

               4.2 Repayment of Loans. The relevant Facility Borrower shall
repay all outstanding Loans (together with all accrued unpaid interest
thereon) on the Maturity Date (or such earlier date as may be established
pursuant to Section 9).

               4.3 Interest Rate and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period therefor on the
unpaid principal amount thereof at a rate per annum equal to the Eurodollar
Rate determined for such Interest Period plus the Applicable Margin.

               (b) Each Base Rate Loan shall bear interest for each day on
the unpaid principal amount thereof, at a rate per annum equal to the Base
Rate determined for such day.

               (c) Each C$ Prime Loan shall bear interest for each day on the
unpaid principal amount thereof, at a rate per annum equal to the Canadian
Prime Rate determined for such day.

               (d) If all or a portion of (i) the principal amount of any
Loan, (ii) any interest payable thereon or (iii) any Facility Fee, Acceptance
Fee or other amount payable hereunder shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue amount shall
bear interest at a rate per annum which is (x) in the case of overdue
principal, the rate that would otherwise be applicable thereto pursuant to
the foregoing provisions of this Section 4.3 plus 1% or (y) in the case of
any overdue interest, Facility Fee, Acceptance Fee or other amount, the rate
described in Section 4.3(b) (in the case of amounts payable in Dollars) or
4.3(c) (in the case of amounts payable in C$) plus 1%, in each case from the
date of such non-payment to (but excluding) the date on which such amount is
paid in full (as well after as before judgment).

               (e) Interest shall be payable in arrears (i) with respect to
Eurodollar Loans having an Interest Period of three months or less, on the
last day of such Interest Period, (ii) with respect to Eurodollar Loans
having an Interest Period longer than three months, on each day which is
three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period, (iii) with respect
to Base Rate Loans and C$ Prime Loans, on the last day of each March, June,
September and December, and (iv) with respect to all Loans, upon each
repayment, prepayment or conversion thereof; provided that interest accruing
pursuant to Section 4.3(d) shall be payable on demand. Interest payable in
respect of U.S. R/C Loans shall be payable in Dollars by CFC and interest
payable in respect of C$ Loans shall be payable in C$ by CCCL (subject to
Section 12).

               (f) The amount of interest on any Eurodollar Loans to be paid
on any date as specified in paragraph (e) above shall in each case be
determined under the assumption that the U.S. Utilization for the Utilization
Period(s) during which such interest accrued was less than 50%. On the first
Business Day following the last day of each Excess U.S. Utilization Period,
CFC shall pay to the Administrative Agent, for the benefit of the US$ Banks,
an additional amount of interest equal to the excess (if any) of (i) the
amount of interest which accrued during such Excess U.S. Utilization Period
after giving effect to the actual U.S. Utilization for such Utilization
Period (whether or not such accrued interest was actually payable during such
Utilization Period) over (ii) the amount of interest which would have accrued
during such Utilization Period if the U.S. Utilization during such
Utilization Period had been less than 50%.

               4.4 Lending Procedures. (a) Unless the relevant Agent shall
have received notice from a Bank prior to a Borrowing Date that such Bank
will not make available to such Agent such



<PAGE>

                                                                           26

Bank's share of the borrowing requested to be made on such Borrowing Date,
such Agent may assume that such Bank has made its share of such borrowing
available to such Agent on such Borrowing Date, and such Agent may, in
reliance upon such assumption, make available to the relevant Facility
Borrower on such Borrowing Date a corresponding amount. If such Agent does,
in such circumstances, make available to such Facility Borrower such amount,
such Bank shall make its share of such borrowing available to such Agent
forthwith on demand, together with interest thereon for each day from and
including such Borrowing Date that its share of such borrowing was not made
available, to but excluding the date such Bank makes its share of such
borrowing available to such Agent, at the Effective Federal Funds Rate (in
the case of U.S. R/C Loans) or at the then effective Bank Rate (in the case
of C$ Loans). If such amount is so made available, such payment to such Agent
shall constitute such Bank's Loan on such Borrowing Date for all purposes of
this Agreement. If such amount is not so made available to the relevant
Agent, then such Agent shall notify such Facility Borrower of such failure,
and, on the fourth Business Day following such Borrowing Date, such Facility
Borrower shall pay to such Agent such amount, together with interest thereon
for each day that such Facility Borrower had the use of such ratable portion
at the Effective Federal Funds Rate (in the case of U.S. R/C Loans) or at the
then effective Bank Rate (in the case of C$ Loans). Nothing contained in this
Section 4.4(a) shall relieve any Bank which has failed to make available its
share of any borrowing hereunder from its obligation to do so in accordance
with the terms hereof.

               (b) The failure of any Bank to make the Loan to be made by it
on any Borrowing Date shall not relieve any other Bank of its obligation, if
any, hereunder to make its Loan on such Borrowing Date, but no Bank shall be
responsible for the failure of any other Bank to make the Loan to be made by
such other Bank on such Borrowing Date.

               4.5 Facility Fees. (a) CFC agrees to pay to the Administrative
Agent, for the account of each US$ Bank, in Dollars, a facility fee (the
"U.S. Facility Fee") for each day from and including the Effective Date to
but excluding the Final Date. Such fee shall be payable quarterly in arrears
on (i) the first Business Day of each January, April, July and October (for
the three-month period (or portion thereof) ended on the last day of the
immediately preceding month) and (ii) on the Final Date (for the period ended
on such date for which no payment has been received pursuant to clause (i)
above) and shall be computed for each day during such period at a rate per
annum equal to the Facility Fee Rate in effect on such day on the US$ Bank
Net Combined Commitment of such US$ Bank in effect on such day.

               (b) CCCL agrees to pay to the Canadian Administrative Agent,
for the account of each relevant C$ Bank, in Dollars, a facility fee (the
"Canadian Facility Fee") for each day from and including the Effective Date
to but excluding the Final Date. Such fee shall be payable quarterly in
arrears on (i) the first Business Day of each January, April, July and
October (for the three-month period (or portion thereof) ended on the last
day of the immediately preceding month) and (ii) on the Final Date (for the
period ended on such date for which no payment has been received pursuant to
clause (i) above) and shall be computed for each day during such period at a
rate per annum equal to the Facility Fee Rate in effect on such day on the
Designated Canadian Commitment Amount of such C$ Bank in effect on such day.

               4.6 Termination or Reduction of Commitments. (a) Prior to the
Termination Date, CFC shall have the right, upon not less than five Business
Days' notice to each Agent, to terminate the Commitments or, from time to
time, to reduce the amount of the U.S. Commitments (so long as, after giving
effect thereto and any contemporaneous prepayment of the Loans, the Aggregate
U.S. Extensions of Credit of each US$ Bank shall be no greater than such
Bank's U.S. Commitment) or reduce the amount of the Canadian Commitments (so
long as, after giving effect thereto and any


<PAGE>

                                                                           27

contemporaneous prepayment of the C$ Loans, the Aggregate Canadian Extensions
of Credit of each C$ Bank shall be no greater than such Bank's Canadian
Commitment). Upon receipt of such notice the Administrative Agent shall
promptly notify each relevant Bank thereof. Any such reduction shall be in an
amount of at least $100,000,000 (in the case of the U.S. Commitments) or
$10,000,000 (in the case of the Canadian Commitments) and shall reduce
permanently the amount of the affected Commitments then in effect. Any
termination of the Commitments pursuant to this Section 4.6(a) shall be
accompanied by prepayment in full of the Loans, together with accrued
interest thereon to the date of such prepayment.

               (b) The Commitments shall automatically terminate on the
Termination Date.

               4.7 Optional Prepayments. Each Facility Borrower may at any
time and from time to time prepay the Loans made to it hereunder, in whole or
in part, without premium or penalty, upon prior notice to the relevant Agent
(which notice must be received by the relevant Agent prior to 10:00 A.M.,
Local Time, (i) three Business Days prior to the repayment date in the case
of Eurodollar Loans and (ii) one Business Day prior to the repayment date
otherwise) specifying the date and amount of prepayment, and the category or
categories of Loan to be prepaid; provided, that each prepayment of
Eurodollar Loans on a day other than the last day of the related Interest
Period shall require the payment of any amounts payable by CFC pursuant to
Section 4.12. Upon receipt of any such notice, the relevant Agent shall
promptly notify each relevant Bank thereof. Any such notice shall be
irrevocable, and the payment amount specified in such notice shall be due and
payable on the date specified, together with accrued interest to such date on
the amount prepaid. Partial prepayments shall be in an aggregate principal
amount of $25,000,000 or a multiple of $1,000,000 in excess thereof (in the
case of U.S. R/C Loans) and C$5,000,000 or a multiple of C$1,000,000 in
excess thereof (in the case of C$ Prime Loans). Notwithstanding anything to
the contrary above, Loans consisting of Bankers' Acceptances may not be
prepaid pursuant to this Section 4.7.

               4.8 Pro Rata Treatment and Payments. (a) Each borrowing of
U.S. R/C Loans shall be made pro rata according to the then existing U.S.
Commitments of the US$ Banks. Each borrowing of C$ R/C Loans shall be made
pro rata according to the then existing Canadian Commitments of the C$ Banks.
Any reduction of the amount of the Commitments of the Banks hereunder (except
for the termination or reduction of a particular Bank's Commitment pursuant
to Section 4.11(a)) shall be made pro rata according to the amounts of the
then existing relevant Commitments. Each payment (including each prepayment)
by a Facility Borrower on account of principal of and interest on (except for
payments to a particular Bank pursuant to Section 2.5, 4.10, 4.11, 4.12 or
4.13) any category of Loan (other than Eurodollar Loans) shall be made on a
pro rata basis according to the amounts of the then outstanding Loans of such
type of the relevant Banks. Each payment (including each prepayment) by CFC
on account of principal of and interest on Eurodollar Loans designated by CFC
to be applied to a particular Eurodollar Tranche shall be made pro rata
according to the respective outstanding principal amounts of such Eurodollar
Loans then held by the US$ Banks. All payments (including prepayments) by the
relevant Facility Borrower hereunder on account of principal, interest, fees
and other amounts shall be made without setoff or counterclaim to the
relevant Agent for the account of the relevant Banks at the office of the
relevant Agent referred to in Section 12.2 in Dollars or C$, as applicable,
in immediately available funds. The relevant Agent shall promptly distribute
such payments to each Bank entitled to receive a portion thereof in like
funds as received. If any payment hereunder (other than a payment in respect
of a Eurodollar Loan) becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business
Day. If any payment on a Eurodollar Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to
extend such payment into another



<PAGE>

                                                                           28

calendar month in which event such payment shall be made on the immediately
preceding Business Day. In the case of any extension of any payment of
principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension. The provisions of
the first five sentences of this Section 4.8(a) shall not apply to any
borrowing or prepayment made pursuant to Section 12.10.

               (b) Unless the relevant Agent shall have received notice from
the relevant Facility Borrower prior to the date on which any payment is due
to the relevant Banks hereunder that such Facility Borrower will not make
such payment in full, such Agent may assume that such Facility Borrower has
made such payment in full to such Agent on such date, and such Agent may, in
reliance upon such assumption, cause to be distributed to each such Bank on
such due date an amount equal to the amount then due to such Bank. If and to
the extent such Facility Borrower shall not have so made such payment in full
to such Agent, each such Bank shall repay to such Agent forthwith on demand
such amount distributed to such Bank together with interest thereon, for each
day from and including the date such amount is distributed to such Bank to
but excluding the date such Bank repays such amount to such Agent at the
Effective Federal Funds Rate (in the case of U.S. R/C Loans) or the then
effective Bank Rate (in the case of C$ Loans) for each such day. Nothing
contained in this Section 4.8(b) shall relieve either Facility Borrower from
its obligations to make payments on all amounts due hereunder in accordance
with the terms hereof.

               4.9 Computation of Interest and Fees. (a) Interest (other than
interest calculated on the basis of the Prime Rate or the Canadian Prime
Rate) shall be calculated on the basis of a 360-day year for the actual days
elapsed. Facility Fees, Acceptance Fees and interest calculated on the basis
of the Prime Rate or the Canadian Prime Rate is expressed herein and shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed. The relevant Agent shall, as soon as practicable,
notify the relevant Facility Borrower and the relevant Banks of each
determination of the Eurodollar Rate or the Applicable BA Discount Rate. Any
change in the interest rate in respect of a Loan or in any Facility Fee or
Acceptance Fee resulting from a change in the Base Rate, the Canadian Prime
Rate, the Applicable Margin or Status shall become effective as of the
opening of business on the day on which a change in the Base Rate or Canadian
Prime Rate shall become effective or such Applicable Margin or Status changes
as provided herein, as the case may be. The relevant Agent shall notify the
relevant Facility Borrower and the relevant Banks of the effective date and
the amount of each such change in the Base Rate or Canadian Prime Rate.

               (b) Each determination, pursuant to and in accordance with any
provision of this Agreement, of the Eurodollar Rate or the Applicable BA
Discount Rate by the relevant Agent, and each determination by a Reference
Bank of a rate with respect to a Eurodollar Loan or a Bankers' Acceptance to
be notified to the relevant Agent pursuant to the definition of "Eurodollar
Rate" or "Applicable BA Discount Rate", as the case may be, shall be
conclusive and binding on the Facility Borrowers and the Banks in the absence
of manifest error. The relevant Agent shall, at the request of the relevant
Facility Borrower, deliver to such Facility Borrower a statement showing any
quotations given by the relevant Reference Banks and the computations used by
such Agent in determining any Eurodollar Rate or Applicable BA Discount Rate.

               (c) If any Reference Bank's relevant Commitment shall
terminate (otherwise than on termination of all the Commitments) or, as the
case may be, the relevant Loans made by it hereunder are assigned, or prepaid
or repaid (otherwise than on the prepayment or repayment of the relevant
Loans among the Banks) for any reason whatsoever, such Reference Bank shall
thereupon cease to be a Reference Bank, and if, as a result of the foregoing,
there shall be only one Reference Bank of a particular category remaining,
then the relevant Agent (after consultation with the relevant Facility


<PAGE>

                                                                           29

Borrower and the relevant Banks) shall, as soon as practicable thereafter, by
notice to the Facility Borrowers and the relevant Banks, designate another
Bank that is willing to act as a Reference Bank so that there shall at all
times be at least two Reference Banks of each category. In acting so to
designate another Bank to serve as a Eurodollar Reference Bank, the
Administrative Agent will use its best efforts to ensure that one Eurodollar
Reference Bank will, at all times, be a US$ Bank that has its headquarters
office located outside the United States.

               (d) If any of the Reference Banks shall be unable or shall
otherwise fail to provide notice of a rate to the relevant Agent upon its
request, the Eurodollar Rate or Applicable BA Discount Rate, as applicable,
shall be determined on the basis of rates provided in notices of the
remaining relevant Reference Banks.

               4.10 Increased Costs. In the event that any law, regulation,
treaty or directive or any change therein or in the interpretation or
application thereof or compliance by any Bank with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority enacted or made subsequent to the date hereof:

               (a) does or shall impose, modify or hold applicable any
        reserve, special deposit, compulsory loan or similar requirement
        against assets held by, or deposits or other liabilities in or for
        the account of, advances or loans by, or other credit extended by, or
        any other acquisition of funds by, any office of such Bank; or

             (b)  does or shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank
of making or maintaining advances or extensions of credit hereunder to either
Facility Borrower or to reduce any amounts receivable hereunder from either
Facility Borrower (such increase in cost or reduction in amounts receivable,
"Increased Costs") then, in any such case, such Facility Borrower shall
promptly pay to the relevant Agent for the account of such Bank, upon the
written demand of such Bank to such Facility Borrower (with a copy to the
relevant Agent), so long as such Increased Costs are not otherwise included
in the amounts required to be paid to such Bank pursuant to Section 2.5(b),
4.11, 4.12 or 4.13, any additional amounts necessary to compensate such Bank
for such Increased Costs which such Bank deems to be material as determined
by such Bank with respect to its Eurodollar Loans or Bankers' Acceptances, as
the case may be. If a Bank becomes entitled to claim any additional amounts
pursuant to this Section 4.10, it shall promptly notify the relevant Facility
Borrower, through the relevant Agent, of the event by reason of which it has
become so entitled. A certificate as to any additional amounts payable
pursuant to the foregoing sentence submitted by a Bank, through the relevant
Agent, to the relevant Facility Borrower shall be conclusive in the absence
of manifest error.

               4.11 Changes in Capital Requirements. (a) In the event that,
in the written opinion of counsel for any Bank (which may, in the discretion
of such Bank, be such Bank's internal counsel), compliance with any law,
rule, regulation or guideline, or any change therein or in the interpretation
or application thereof or compliance by any Bank with any request or
directive (whether or not having the force of law) from any central bank or
Governmental Authority, in each case enacted or made subsequent to the date
hereof shall affect the amount of capital required or expected to be
maintained by such Bank or any corporation controlling such Bank and the
amount of such capital that is required or expected to be maintained is
increased by or based upon the Commitment of such Bank under this Agreement
or any participation agreement entered into pursuant to Section 12.7, as
applicable (such event, a "Change in Law"), such affected Bank shall notify
CFC and the Administrative Agent within 180 days after such affected Bank
shall have obtained actual knowledge of the costs associated with its



<PAGE>

                                                                           30

compliance with such Change in Law (but in no event later than 365 days after
such Bank is first required to comply with such Change in Law). At the time
of such notification such affected Bank shall provide CFC with (i) a written
statement, certified by a senior officer of such affected Bank responsible
for assessing costs associated with its compliance with capital adequacy
requirements, (x) setting forth in reasonable detail the amount that would
adequately compensate such affected Bank for the costs associated with its
compliance with such Change in Law and the assumptions upon which such
affected Bank calculated such amount and (y) certifying that such
calculations comply with the requirements of the next succeeding sentence,
and (ii) a copy of the opinion of counsel referred to in the preceding
sentence. Such affected Bank shall allocate to the Facility Borrowers the
costs associated with such Change in Law in such a way that the proportion of
(i) such costs that are allocated to the Facility Borrowers to (ii) the total
of such costs of such affected Bank associated with such Change in Law as it
relates to all commitments of such Bank to its customers of similar
creditworthiness as the Facility Borrowers, is substantially the same as the
proportion of (i) the Commitment of such affected Bank under this Agreement
or such participation agreement to (ii) the total of all commitments by such
affected Bank to its customers of similar creditworthiness as the Facility
Borrowers. CFC and such affected Bank shall thereafter negotiate in good
faith an agreement to increase that portion of the Facility Fee payable to
such affected Bank under Section 4.5 to a level, which, in the opinion of
such affected Bank, will adequately compensate such affected Bank for such
costs. If such increase is approved in writing by CFC within 90 days from the
date of the notice to CFC from such affected Bank, the Facility Fee payable
by CFC shall, effective from the date of such Change in Law (but subject to
the last sentence of this Section 4.11(a)) include the amount of such agreed
increase, and CFC will so notify the Administrative Agent. If CFC and such
affected Bank are unable to agree on such an increase within 90 days from the
date of the notice to CFC from such affected Bank, CFC shall by written
notice to such affected Bank within 120 days from the date of the aforesaid
notice to CFC from such affected Bank, elect either to (a) terminate the
Commitment of such affected Bank (each such Bank, a "Terminated Bank")
(subject to the last sentence of this Section 4.11(a)) or (b) (subject to the
next to last sentence of this Section 4.11(a)) increase the Facility Fee
payable to such affected Bank by the amount requested by such affected Bank.
Without limiting the foregoing, if CFC elects to take the action described in
clause (b) of the preceding sentence, it may simultaneously therewith reduce
the Commitment of such affected Bank by an amount chosen by CFC. If CFC fails
to provide notice to such affected Bank as described in the second preceding
sentence by such 120th day, CFC shall be deemed to have taken the action
described in clause (b) of such second preceding sentence. CFC (A) may from
time to time after such 120th day reduce the compensation to be received
pursuant to this Section 4.11(a) by any affected Bank as a result of any
Change in Law, to the average compensation (the "Average Compensation") CFC
has agreed, as provided above, to pay the affected Banks as a result of such
Change in Law (such average compensation to be measured by a percentage of
the aggregate Commitments of such affected Banks) and (B) shall pay to each
Terminated Bank, on the date the Commitment of such Bank is terminated, an
amount equal to the excess, if any, of (i) the lesser of (x) the aggregate
Facility Fee that would have been payable to such Bank, from the date of such
Terminated Bank's notice to CFC pursuant to this Section 4.11(a) to the date
the Commitment of such Terminated Bank is terminated, had such Facility Fee
been determined by reference to the Average Compensation and (y) the
aggregate Facility Fee that would have been payable to such Bank during such
period had such Facility Fee been increased by an amount necessary to
adequately compensate such Bank (as determined by such Bank in accordance
with the applicable provisions of this Section 4.11(a)) for the costs
attributable to the relevant Change in Law over (ii) the aggregate Facility
Fee actually paid to such Bank during such period.

               (b) On the day the Commitment of a Terminated Bank is
terminated pursuant to Section 4.11(a), CFC or CCCL, as applicable, shall (i)
repay all Loans and other amounts (including accrued interest and Facility
Fees) owing to such Terminated Bank, (ii) be liable to such Terminated



<PAGE>

                                                                           31

Bank under Section 4.12 if any Eurodollar Loans owing to such Terminated Bank
shall be repaid other than on the last day of the Interest Period relating to
such Eurodollar Loan, and (iii) in the case of CCCL, Defease all Bankers'
Acceptances accepted by such Terminated Bank.

               (c) Upon the occurrence of any Change in Law each Bank whose
Commitment hereunder is affected by such Change in Law shall transfer its
Commitment to another branch office (or, if such Bank so elects, to an
affiliate) of such Bank, provided that such transfer shall be made only if
such Bank shall have determined in good faith (which determination shall,
absent manifest error, be final, conclusive and binding upon all parties)
that (i) on the basis of existing circumstances, such transfer will avoid the
increased costs resulting from such Change in Law and will not result in any
additional costs, liabilities or expenses to such Bank (unless CFC agrees to
pay such additional costs, liabilities or expenses of such Bank) and (ii)
such transfer is otherwise consistent with the interests of such Bank.

               4.12 Indemnity. Each of CFC and CCCL, as applicable, agrees to
indemnify each Bank and to hold such Bank harmless from any loss or expense
(including, but not limited to, any such loss or expense arising from
interest or fees payable by such Bank to lenders of funds obtained by it in
order to maintain its Eurodollar Loans hereunder, but excluding loss of the
Applicable Margin), which such Bank may sustain or incur as a consequence of
(a) failure by either Facility Borrower in making any payment when due
(whether by acceleration or otherwise) of the principal amount of or interest
on the Eurodollar Loans or Bankers' Acceptances of such Bank, (b) failure by
either Facility Borrower to make a borrowing consisting of Eurodollar Loans
or Bankers' Acceptances, or a conversion into or continuation of Eurodollar
Loans or Bankers' Acceptances, after such Facility Borrower has given a
notice requesting or accepting the same in accordance with the provisions of
this Agreement, (c) failure by either Facility Borrower in making any
prepayment after such Facility Borrower has given a notice in accordance with
this Agreement and (d) a payment or prepayment of a Eurodollar Loan on a day
that is not the last day of the Interest Period with respect thereto. In the
case of Eurodollar Loans, such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest which would have accrued on
the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such payment, prepayment or of such failure to
borrow, convert or continue to the last day of the relevant Interest Period
(or proposed Interest Period), in each case at the applicable rate of
interest for such Loans provided for herein (excluding, however, the
Applicable Margin) over (ii) the amount of interest (as reasonably determined
by such Bank) which would have accrued to such Bank on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. The agreements in this Section 4.12 shall
survive the payment of the Loans and all other amounts payable hereunder.

               4.13 Taxes. (a) In the event that the adoption of any law,
regulation, treaty or directive or any change therein or in the
interpretation or application thereof, in each case after the date hereof,
shall require any Taxes (as hereinafter defined) to be withheld or deducted
from any amount payable to any Bank under this Agreement, upon notice by such
Bank to the relevant Facility Borrower (with a copy to the relevant Agent) to
the effect that (i) as a result of the adoption of such law, rule,
regulation, treaty or directive or a change therein or in the interpretation
thereof, Taxes are being withheld or deducted from amounts payable to such
Bank under this Agreement and (ii) such Bank has taken all action required to
be taken by it to avoid the imposition of such Taxes pursuant to paragraph
(c) of this Section 4.13 prior to demanding indemnification under this
paragraph (a), such Facility Borrower will pay to the relevant Agent for the
account of such Bank additional amounts so that such additional amounts,
together with amounts otherwise payable under this Agreement, will yield to
such Bank, after deduction from such increased amount of all Taxes required
to be withheld or deducted therefrom, the amount stated to be payable under
this Agreement. The term "Taxes" shall


<PAGE>

                                                                           32

mean all net income, stamp or other taxes, levies, imposts, duties, charges,
fees, deductions or withholdings, imposed, levied, collected, withheld or
assessed by any country (or by any political subdivision or taxing authority
thereof or therein), excluding, with respect to any Bank, net income and
franchise taxes imposed with respect to net income by any country (or any
political subdivision or taxing authority thereof or therein) where such Bank
is organized or, in respect of such Bank's Eurodollar Loans, by the country
(or any political subdivision or tax authority thereof or therein) where such
Bank's Eurodollar Loans are booked and, in respect of such Bank's Base Rate
Loans, by the country (or any political subdivision or tax authority thereof
or therein) where such Bank's Base Rate Loans are booked (such excluded
taxes, "Other Taxes"). If the relevant Facility Borrower fails to pay any
Taxes when due following notification by any Bank as provided above, such
Facility Borrower shall indemnify such Bank for any incremental taxes,
interest or penalties that may become payable by any Bank as a result of any
such failure by such Facility Borrower to make such payment. Either Facility
Borrower may, upon payment by such Facility Borrower to any Bank claiming
indemnification under this paragraph (a) of any amount payable by such
Facility Borrower to such Bank, elect by not less than four Business Days'
prior written notice to such Bank to terminate the Commitment of such Bank
and prepay or Defease (in the case of Bankers' Acceptances) the outstanding
Loans of such Bank.

               (b) Each Bank that is not incorporated under the laws of the
United States of America or a state thereof agrees that it will deliver to
CFC and the Administrative Agent (i) two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224 or any successor applicable
form, as the case may be, and (ii) an Internal Revenue Service Form W-8 or
W-9 or any successor form. Each such Bank also agrees to deliver to CFC and
the Administrative Agent two further copies of the said Form 1001 or 4224 and
Form W-8 or W-9, or successor applicable forms or other manner of
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to CFC, and such
extensions or renewals thereof as may reasonably be requested by CFC or the
Administrative Agent, unless in any such case an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to
the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Bank from duly
completing and delivering any such form with respect to it and such Bank so
advises CFC and the Administrative Agent. Such Bank shall certify (i) in the
case of Form 1001 or 4224, that it is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal
income taxes and (ii) in the case of a Form W-8 or W-9, that it is entitled
to an exemption from United States backup withholding tax.

               (c) No Bank may request indemnification for any Taxes from
either Facility Borrower under paragraph (a) of this Section 4.13 to the
extent that such Taxes would have been avoided or reduced by such Bank's
transfer of its Loans affected by such event to another office of such Bank
(or to an affiliate of such Bank), by such Bank's properly claiming the
benefit of any exemption from or reduction of such Taxes (whether provided by
statute, treaty or otherwise), including, without limitation, by delivering
the forms required by paragraph (b) of this Section 4.13, or by such Bank's
taking any other action which in its judgment is reasonable to avoid or
reduce such Taxes, provided that such Bank shall not be required to (i) take
any action which in the reasonable judgment of such Bank could directly or
indirectly result in any increased cost or expense or in any loss of
opportunity to such Bank unless the relevant Facility Borrower shall have
provided to such Bank indemnity or reimbursement therefor in form and
substance reasonably satisfactory to such Bank or (ii) claim or apply any tax
credit against such Taxes.


<PAGE>

                                                                           33

               (d) Within 30 days after the payment by either Facility
Borrower of any Taxes withheld or deducted from any amount payable to any
Bank under this Agreement, and irrespective of whether such Bank is entitled
to demand indemnification in respect thereof under paragraph (a) above, such
Facility Borrower will furnish to such Bank (with a copy to the relevant
Agent), the original or a certified copy of a receipt evidencing payment
thereof.

               4.14 Use of Proceeds. The proceeds of the Loans shall be used
by each Facility Borrower for general corporate purposes.

               4.15 Replacement of Banks. CFC shall be permitted to replace
any Bank which (a) requests reimbursement for amounts owing pursuant to
Section 2.5, 4.10, 4.11 or 4.13 or (b) defaults in its obligation to make
Loans, with a replacement Commercial Bank; provided that (i) such replacement
does not conflict with any Requirement of Law, (ii) no Event of Default shall
have occurred and be continuing at the time of such replacement, (iii) the
relevant Facility Borrower shall repay (or the replacement Commercial Bank
shall purchase, at par) all Loans (other than Bankers' Acceptances) and other
amounts (including accrued interest) owing to such replaced Bank concurrently
with such replacement, (iv) in the case of any replaced C$ Banks, (x) CCCL
shall Defease all Bankers' Acceptances accepted by such replaced Bank and (y)
CCCL shall give the Canadian Administrative Agent notice of such Defeasance,
(v) CFC shall be liable to such replaced Bank under Section 4.12 if any
Eurodollar Loan owing to such replaced Bank shall be prepaid (or purchased)
other than on the last day of the Interest Period relating thereto, (vi) the
replacement Commercial Bank, if not already a Bank, and the terms and
conditions of such replacement, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Bank shall be obligated to make such
replacement in accordance with the provisions of Section 12.7 (provided that
CFC shall be obligated to pay the registration and processing fee referred to
therein), (viii) until such time as such replacement shall be consummated,
the Facility Borrowers shall pay all additional amounts (if any) required
pursuant to Section 2.5, 4.10, 4.11 or 4.13, as the case may be, and (ix) any
such replacement shall not be deemed to be a waiver of any rights which the
Facility Borrowers, any Agent or any other Bank shall have against the
replaced Bank.


SECTION 5.  REPRESENTATIONS AND WARRANTIES

               In order to induce the Banks to enter into this Agreement and
to make the Loans herein provided for, CFC and, to the extent applicable,
CCCL, hereby represents and warrants to each Bank that:

               5.1 Financial Condition. The consolidated balance sheet of CFC
and its Subsidiaries as at December 31, 1996, and the related consolidated
statements of net earnings and cash flows for the fiscal year ended on such
date, certified by Deloitte & Touche, copies of which have been delivered to
each Bank, present fairly the consolidated financial position of CFC and its
Subsidiaries as at such date, and the consolidated results of their
operations and cash flows for the fiscal year then ended. The unaudited
consolidated balance sheet of CFC and its Subsidiaries as at March 31, 1997,
and the related consolidated statements of net earnings and cash flows for
the three-month period ended on such date, certified by a Responsible
Officer, copies of which have been delivered to each Bank, present fairly the
consolidated financial condition of CFC and its Subsidiaries as at such date,
and the consolidated results of their operations for the three-month period
then ended (subject to normal year-end audit adjustments). Such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP. As at March 31, 1997, neither CFC nor any
of its Subsidiaries had any asset, liability, contingent obligation,
liability for taxes, long-term lease


<PAGE>

                                                                           34

or unusual forward or long-term commitment material to the financial
condition of CFC and its Subsidiaries taken as a whole, which was not
reflected in the foregoing statements or in the notes thereto.

               5.2 No Change. Between December 31, 1996 and the Effective
Date there has been no material adverse change in the business, operations or
financial condition of CFC and its Subsidiaries taken as a whole.

               5.3 Corporate Existence. Each Facility Borrower (a) is a
corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its organization, and (b) is duly qualified
as a foreign corporation to do business and is in good standing in each of
the jurisdictions in which the character of the properties owned or held
under lease by it or the nature of business transacted by it makes such
qualification necessary, except in the case of this clause (b) to the extent
that the failure to be so qualified or in good standing would not have a
material adverse effect on the business, operations or financial condition of
CFC and its Subsidiaries taken as a whole.

               5.4 Corporate Authorization; No Violation. The execution,
delivery and performance by each Facility Borrower of this Agreement are
within the corporate powers of such Facility Borrower, have been duly
authorized by all necessary corporate action, and do not contravene any
Requirement of Law or Contractual Obligation of CFC or any of its
Subsidiaries, except to the extent that such contravention would not have a
material adverse effect on the business, operations or financial condition of
CFC and its Subsidiaries taken as a whole or on the ability of such Facility
Borrower to fulfill its obligations under this Agreement or on the rights and
remedies of the Agents and the Banks hereunder.

               5.5 Government Authorization. No authorization or approval or
other action by, and no notice to or filing with, any Governmental Authority
is required to be obtained or made by CFC or any of its Subsidiaries for the
due execution, delivery and performance by each Facility Borrower of this
Agreement.

               5.6 Federal Regulations. Neither CFC nor any of its
Subsidiaries is principally engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U, T, G or X issued by the Federal Reserve Board), and no proceeds
of any borrowing hereunder will be used to purchase or carry any margin stock
or to extend credit to others for the purpose of purchasing or carrying any
margin stock.

               5.7 Enforceable Obligations. This Agreement has been duly
executed and delivered on behalf of each Facility Borrower, and this
Agreement constitutes a legal, valid and binding obligation of each Facility
Borrower enforceable against such Facility Borrower in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by principles of equity,
whether considered in a proceeding in equity or at law.

               5.8 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of either Facility Borrower, threatened by or against
CFC or any of its Subsidiaries or against any of its or their respective
properties or revenues, in which there is a reasonable likelihood of an
adverse determination (a) with respect to this Agreement or any of the
transactions contemplated hereby, if such adverse determination would have a
material adverse effect on the ability of either Facility Borrower to fulfill



<PAGE>

                                                                           35

its obligations under this Agreement or on the rights and remedies of the
Administrative Agent and the Banks hereunder or (b) which would, if adversely
determined, have a material adverse effect on the business, operations,
property or financial condition of CFC and its Subsidiaries taken as a whole.

               5.9 ERISA. No Prohibited Transaction or Accumulated Funding
Deficiency (other than those that have been waived by the Internal Revenue
Service) has occurred since July 1, 1974 with respect to any Plan and no
Reportable Event has occurred since July 1, 1974 with respect to any Plan
which could in either case subject CFC or any of its Subsidiaries to any tax,
penalty or other liabilities in the aggregate material in relation to the
business, operations, property or financial or other condition of CFC and its
Subsidiaries taken as a whole. The projected benefit obligations with respect
to all benefits, both vested and nonvested, under all Single Employer Plans
(based on the most recently available actuarial information and computed in
accordance with Statement of Accounting Standards No. 87) maintained by CFC
or a Commonly Controlled Entity did not exceed, at December 31, 1996, the
fair value of the assets of such Plans.

               5.10 Investment Company Act; Other Regulations. No Facility
Borrower is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of
1940, as amended. No Facility Borrower is subject to regulation under any
statute or regulation of the United States or Canada (or any governmental
unit thereof) which limits its ability to incur Indebtedness.

               5.11 Existing Financial Covenants. Schedule II hereto sets
forth a list of all Material Indebtedness of CFC or any Significant
Subsidiary the documentation with respect to which includes a Financial
Covenant which is more onerous than, or materially different from (it being
understood that a quarterly Debt to Equity Ratio with respect to CFC shall
not under any circumstances be deemed to be "materially different from" the
Financial Covenant contained in Section 8.1), the Financial Covenant
contained in Section 8.1, together with a complete and correct transcription
of the text of each such Financial Covenant.


SECTION 6.  CONDITIONS PRECEDENT

               6.1 Conditions to Effectiveness. The effectiveness of this
Agreement is subject to the satisfaction of the following conditions
precedent:

               (a) Execution of Agreement and Addenda. (i) This Agreement
        shall have been executed and delivered by a duly authorized officer
        of each Facility Borrower and each Agent and (ii) the Administrative
        Agent shall have received an executed Addendum (or a copy thereof by
        facsimile transmission) from each Person listed on Schedule I,
        provided, that, notwithstanding the foregoing, in the event that an
        Addendum has not been duly executed and delivered by each Person
        listed on Schedule I on the date (which shall be no earlier than the
        date hereof) on which this Agreement shall have been executed and
        delivered by each of CFC and the Administrative Agent, this Agreement
        shall, subject to satisfaction of the other conditions precedent set
        forth in this Section 6.1, nevertheless become effective on such date
        with respect to those Persons which have executed and delivered an
        Addendum on or before such date if on such date CFC and the
        Administrative Agent shall have designated one or more Commercial
        Banks (the "Designated Banks") to assume, in the aggregate, all of
        the Commitments which would have been held by the Persons listed on
        Schedule I (the "Non- Executing Persons") which have not so executed
        an Addendum (subject to each such Designated Bank's prior written
        consent in its sole discretion and its execution of an



<PAGE>

                                                                           36

        Addendum). Schedule I shall automatically be deemed to be amended to
        reflect the respective Commitments of the Designated Banks and the
        omission of the Non-Executing Persons as Banks hereunder.

               (b) Closing Certificate. The Administrative Agent shall have
        received a certificate of each Facility Borrower, dated the Effective
        Date, substantially in the form of Exhibit B, with appropriate
        insertions, satisfactory in form and substance to the Administrative
        Agent, executed by the President or any Vice President and the
        Secretary or any Assistant Secretary of such Facility Borrower, and
        attaching the documents referred to in Section 6.1(c) and (d).

               (c) Corporate Proceedings of the Facility Borrowers. The
        Administrative Agent shall have received a copy of the resolutions,
        in form and substance satisfactory to the Administrative Agent, of
        the Board of Directors of each Facility Borrower (or a duly
        authorized committee thereof) authorizing (i) the execution, delivery
        and performance of this Agreement and (ii) the borrowings by such
        Facility Borrower contemplated hereunder.

               (d)  Corporate Documents. The Administrative Agent shall have
        received true and complete copies of the certificate of incorporation
        or amalgamation and by-laws of each Facility Borrower.

               (e) Legal Opinions. The Administrative Agent shall have
        received the following executed legal opinions, with a copy for each
        Bank:

                      (i) the executed legal opinion of Simpson Thacher &
               Bartlett, counsel to the Administrative Agent, substantially
               in the form of Exhibit C-1;

                     (ii)  the executed legal opinion of Christopher A.
               Taravella, Esq., Vice President and General Counsel of CFC,
               substantially in the form of Exhibit C-2; and

                    (iii) the executed legal opinion of Gowling, Strathy &
               Henderson, Canadian Counsel to CCCL, substantially in the form
               of Exhibit C-3.

               (f) Existing Agreements. The Administrative Agent shall have
        received satisfactory evidence that each of the Existing Agreements
        shall have been terminated pursuant to an irrevocable notice of
        termination and that any amounts owing thereunder (including, without
        limitation, accrued unpaid commitment fees thereunder through the
        Effective Date) by the relevant Facility Borrower shall have been (or
        shall upon the occurrence of the Effective Date be) paid in full.
        Without affecting any terms of any Existing Agreement which expressly
        survive the termination of such Existing Agreement, each Bank party
        to any Existing Agreement hereby waives any requirement of advance
        notice of such termination contained in such Existing Agreement and
        hereby agrees that such Existing Agreement and the commitments
        thereunder (subject to receipt of any other required consents of any
        other Person) shall terminate simultaneously with the satisfaction of
        the conditions to effectiveness set forth in this Section 6.1.

The Administrative Agent shall notify the Banks of the Effective Date
promptly after the occurrence thereof, which notice shall be accompanied, if
applicable, with a copy of Schedule I revised to give effect to any deemed
amendments thereto made pursuant to Section 6.1(a).



<PAGE>

                                                                           37

               6.2 Conditions to Each Loan. The obligation of each Bank to
make any Loan on or after the Effective Date to be made by it hereunder is
subject to the satisfaction (or waiver by the Required U.S. Banks (in the
case of U.S. R/C Loans) or the Required C$ Banks (in the case of C$ Loans))
of the following conditions precedent:

               (a) Representations and Warranties. The representations and
        warranties made by CFC and, in the case of C$ Loans, CCCL, shall be
        correct in all material respects on and as of the Borrowing Date for
        such Loan as if made on and as of such date, except for any such
        representations or warranties which relate solely to an earlier date.

               (b) No Default or Event of Default. No Default or Event of
        Default shall have occurred and be continuing on such Borrowing Date
        or after giving effect to the Loans to be made on such Borrowing
        Date.

Each borrowing by either Facility Borrower hereunder shall constitute a
representation and warranty by such Facility Borrower as of the date of each
such borrowing that the conditions in this Section 6.2 have been satisfied.


SECTION 7.  AFFIRMATIVE COVENANTS

               Each of CFC and, to the extent applicable, CCCL hereby
covenants and agrees that so long as the Commitments remain in effect, any
Loan remains outstanding and unpaid or any other amount is owing to any Bank
or either Agent hereunder:

               7.1 Financial Statements, etc. (a) Each Facility Borrower will
furnish (a) in the case of CFC, to the Administrative Agent and each Bank or
(b) in the case of CCCL, to the Canadian Administrative Agent and each C$
Bank:

                        (i) as soon as available and in any event within 60
               days after the end of the first, second and third quarterly
               accounting periods in each fiscal year of such Facility
               Borrower, copies of financial statements of such Facility
               Borrower and its Subsidiaries consisting of, at a minimum,
               balance sheets of such Facility Borrower and its Subsidiaries
               on a consolidated basis as of the end of such quarterly
               accounting period, and related statements of net earnings and
               cash flows for the portion of such fiscal year ended with the
               last day of such quarterly accounting period, all in
               reasonable detail and prepared and certified (subject to
               year-end audit adjustments) by a Responsible Officer (which
               certification may be included in the certificate referred to
               in Section 7.1(a)(iii)) and stating in comparative form the
               respective figures for the corresponding date and period in
               the previous fiscal year;

                       (ii) as soon as available and in any event within 90
               days after the end of each fiscal year of such Facility
               Borrower, copies of financial statements of such Facility
               Borrower and its Subsidiaries consisting of, at a minimum,
               balance sheets of such Facility Borrower and its Subsidiaries
               on a consolidated basis as of the end of such fiscal year, and
               related statements of net earnings and cash flows for such
               fiscal year, all in reasonable detail and certified by
               independent public accountants of nationally recognized
               standing selected by such Facility Borrower and stating in
               comparative form the respective figures as of the end of and
               for the previous fiscal year;


<PAGE>

                                                                           38

                      (iii) concurrently with the financial statements for
               each quarterly accounting period and for each fiscal year of
               such Facility Borrower furnished pursuant to paragraphs (a)(i)
               and (a)(ii) of this Section 7.1, a certificate of a
               Responsible Officer stating that, based on an examination
               which in the opinion of the signer is sufficient to enable him
               to make an informed statement, such Facility Borrower and its
               Subsidiaries have performed and observed all of, and neither
               such Facility Borrower nor any of its Subsidiaries is in
               default in the performance or observance of any of, the terms,
               covenants, agreements and conditions of this Agreement or, if
               such Facility Borrower or any of its Subsidiaries shall be in
               default, specifying all such defaults and the nature thereof,
               of which the signer of such certificate may have knowledge;
               and

                       (iv) such other information relating to the affairs of
               such Facility Borrower and its Subsidiaries as any Bank
               through the Administrative Agent may from time to time
               reasonably request.

The reports referred to in this Section 7.1(a) may, at the option of the
relevant Facility Borrower, be delivered via electronic mail to any E-mail
Bank.

               (b) (i) Upon written request by any Bank through the
Administrative Agent, each Facility Borrower will furnish to such Bank copies
of all such reports of the type a publicly held corporation would generally
make available to its stockholders as such Facility Borrower shall make
available to its parent company and (ii) upon written request of the
Administrative Agent, each Facility Borrower will furnish to the
Administrative Agent all regular and periodic reports which CFC or any
Subsidiary may be required to file with the Securities and Exchange
Commission, the Ontario Securities Commission or any similar or corresponding
government department, commission, board, bureau or agency, domestic or
foreign, or with any securities exchange.

               7.2 Maintenance of Existence. Each Facility Borrower will
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except for
rights, privileges and franchises the loss of which would not in the
aggregate in the reasonable business judgment of such Facility Borrower have
a material adverse effect on the business, operations, property or financial
or other condition of such Facility Borrower and its Subsidiaries taken as a
whole, and except as otherwise permitted by Section 8.2.

               7.3 Notices. Each Facility Borrower will promptly give notice
to the Administrative Agent (which shall notify the Banks) of (a) the
occurrence of any Default or Event of Default (accompanied by a certificate
of a Responsible Officer specifying the nature of such event, the period of
existence thereof, and the action that the relevant Facility Borrower
proposes to take with respect thereto) and (b) the execution and delivery of
any documentation with respect to any Material Indebtedness of CFC or any
Significant Subsidiary if such documentation includes a Financial Covenant
which is more onerous than, or materially different from (it being understood
that a quarterly Debt to Equity Ratio with respect to CFC shall not under any
circumstances be deemed to be "materially different from" the Financial
Covenant contained in Section 8.1), the Financial Covenant contained in
Section 8.1, accompanied by a complete and correct transcription of the text
of such Financial Covenant. The delivery of any such notice shall be deemed
to automatically amend Schedule II to reflect the existence of such Financial
Covenant and the text thereof.



<PAGE>

                                                                           39

SECTION 8.  NEGATIVE COVENANTS

               Each of CFC and, to the extent applicable, CCCL, hereby
covenants and agrees that so long as the Commitments remain in effect, any
Loan remains outstanding and unpaid or any other amount is owing to any Bank
or either Agent hereunder:

               8.1 Debt to Equity Ratio. CFC will not permit the ratio of
Debt on the last day of any fiscal quarter of CFC to Equity on such day to be
greater than 11.0 to 1.0.

               8.2 Limitation on Fundamental Change. (a) CFC will not (i)
merge or consolidate with any other Person (unless (x) CFC shall be the
continuing corporation and (y) immediately before and immediately after
giving effect to such merger or consolidation, no Default or Event of Default
shall have occurred and be continuing) or (ii) sell or convey all or
substantially all of its assets to any Person.

               (b) CCCL will not (i) amalgamate with any other Person (unless
(x) the amalgamated Person shall, if requested by the Administrative Agent,
execute and deliver a confirmation that it is a resident of Canada for
purposes of the Income Tax Act (Canada), a ratification of any outstanding C$
Loans and a confirmation of its assumption of the CCCL Obligations and (y)
immediately before and immediately after giving effect to such amalgamation,
no Default or Event of Default shall have occurred and be continuing) or (ii)
sell or convey all or substantially all of its assets to any Person (other
than CFC).

               8.3 Limitation on Liens. (a) CFC will not, and will not permit
any Finance Subsidiary to, create, assume or incur, or suffer to be created,
assumed or incurred or to exist, any Lien in respect of any property of any
character of CFC or such Finance Subsidiary, whether heretofore or hereafter
acquired; excluding, however, from the operation of this covenant:

                    (i) any deposit of assets of CFC or any of its Finance
        Subsidiaries with any surety company or clerk of any court, or in
        escrow, as collateral in connection with, or in lieu of, any bond on
        appeal by CFC or any of its Finance Subsidiaries, from any judgment
        or decree, or in connection with other proceedings or actions at law
        or in equity by or against CFC or any of its Finance Subsidiaries;

                   (ii) Liens created by any Finance Subsidiary in favor of
        CFC or a wholly-owned Subsidiary securing indebtedness of such
        Finance Subsidiary to CFC or a wholly-owned Subsidiary (which Liens
        cannot be transferred except to CFC or to another wholly-owned
        Subsidiary);

                  (iii) any deposits to secure public or statutory
        obligations of CFC or any of its Finance Subsidiaries, other than any
        such deposit made as a result of or in connection with the occurrence
        of any of the events described in clause (i), (ii), (iii) or (iv) of
        Section 9(g);

                   (iv) any purchase money Liens in respect of fixed assets
        or other physical or real properties heretofore or hereafter acquired
        by CFC or any of its Finance Subsidiaries, or any Liens existing in
        respect of such property at the time of acquisition thereof;
        provided, however, that no such Lien shall extend to or cover any
        other property of CFC or such Finance Subsidiary, as the case may be;



<PAGE>

                                                                           40

                    (v) any Liens which are (A) in respect of fixed assets or
        other physical properties of a corporation which is not a Finance
        Subsidiary as of the date hereof, and (B) in existence at the time
        such corporation becomes a Finance Subsidiary;

                   (vi) the extension, renewal or replacement of any Lien
        permitted by paragraphs (i) through (v) above in respect of the same
        property theretofore subject thereto or the extension, renewal or
        replacement (without increase of principal amount) of the
        indebtedness secured thereby;

                  (vii) Liens for taxes not yet due or which are being
        contested in good faith and by appropriate proceedings if adequate
        reserves with respect thereto are maintained on the books of CFC or
        such Finance Subsidiary, as the case may be, in accordance with GAAP;

                 (viii) carriers', warehousemen's, mechanics', landlords',
        materialmen's, repairmen's or other like Liens arising in the
        ordinary course of business (A) which are not overdue for a period of
        more than 60 days or (B) which are being contested in good faith and
        by appropriate proceedings if adequate reserves with respect thereto
        are maintained on the books of CFC or such Finance Subsidiary, as the
        case may be, in accordance with GAAP;

                   (ix) easements, rights-of-way, zoning and similar
        restrictions and other similar encumbrances or title defects incurred
        in the ordinary course of business which, in the aggregate, are not
        substantial in amount, and which do not in any case materially
        detract from the value of the property subject thereto or interfere
        with the ordinary conduct of the business of CFC or its Finance
        Subsidiaries;

                    (x) any attachment or judgment lien, unless the judgment
        it secures shall not, within 30 days after the entry thereof, have
        been discharged or execution thereof stayed pending appeal, or shall
        not have been discharged within 30 days after the expiration of any
        such stay;

                   (xi) Liens granted on assets in connection with leveraged
        leases and project financings entered into in the ordinary course of
        the Finance Business;

                  (xii) Liens on receivables payable in foreign currencies
        (other than C$) to secure borrowings in foreign countries (other than
        Canada); and

                 (xiii) Liens to secure Indebtedness and other obligations of
        CFC or any of its Finance Subsidiaries not otherwise permitted by
        this Section 8.3, but only to the extent that the aggregate amount of
        Indebtedness and other obligations secured thereby does not at any
        time exceed $100,000,000 (or the equivalent thereof in any other
        currency).

               (b) CFC will not permit any Domestic Subsidiary that is not a
Finance Subsidiary to create, assume or incur, or suffer to be created,
assumed or incurred or to exist, any Lien in respect of any property of any
character of such Domestic Subsidiary, whether heretofore or hereafter
acquired, excluding, however, from the operation of this covenant:

                    (i) Liens on property of such Domestic Subsidiary that
        would be permitted under Section 8.3(a) if such Domestic Subsidiary
        were a Finance Subsidiary;



<PAGE>

                                                                           41

                   (ii) Liens on property of such Domestic Subsidiary that
        are incurred in the ordinary course of the Finance Business or the
        Real Estate Business of such Domestic Subsidiary; and

                  (iii) Liens on any property of such Domestic Subsidiary if
        such Domestic Subsidiary is a "single purpose" entity formed for the
        purpose of holding title to such property and engages in no
        activities other than those related to holding title to such
        property.

               8.4 Additional Covenants. At any time after the occurrence of
a Change of Control:

                      (a) Limitation on Dividends, Investments, etc. CFC
        shall not (i) declare or pay any dividend (other than dividends
        payable solely in common stock of CFC) on, or make any payment on
        account of, or set apart assets for a sinking or other analogous fund
        for, the purchase, redemption, defeasance, retirement or other
        acquisition of, any shares of any class of Capital Stock of CFC,
        whether now or hereafter outstanding, or make any other distribution
        in respect thereof, either directly or indirectly, whether in cash or
        property or in obligations of CFC or any Subsidiary or (ii) make, or
        permit any Subsidiary to make, any investment, loan, advance, capital
        contribution or extension of credit (including by way of guaranty in
        favor of third party creditors), whether in cash or property or
        otherwise, in or to or for the benefit of any CFC Affiliate, except
        that (x) so long as no Event of Default has occurred and is
        continuing (or would occur after giving effect thereto), CFC may
        declare and pay any scheduled dividend on, and make redemptions of,
        preferred stock issued by CFC to any Person (other than a CFC
        Affiliate) to the extent permitted by the terms thereof and (y) CFC
        and its Subsidiaries may make investments, loans, advances and
        extensions of credit in or to or for the benefit of any CFC Affiliate
        in the ordinary course of its Finance Business consistent with
        historical practices (in each case determined as of the date of such
        Change of Control) and in accordance with Section 8.4(c).

                      (b) Minimum Equity. CFC shall not permit Equity
        (determined without giving effect to any redemption of preferred
        stock of CFC made pursuant to Section 8.4(a) after the date of such
        Change of Control) to be less than an amount equal to Equity as of
        the day immediately preceding the occurrence of such Change of
        Control minus $250,000,000.

                      (c) Limitation on Amendments to Intercompany
        Agreements; CFC Affiliate Transactions. CFC shall not, and shall not
        permit any Subsidiary to, (i) amend or modify, or agree to amend or
        modify, any of the provisions of any Intercompany Agreement in a
        manner materially adverse to the interests of either (x) CFC and its
        Subsidiaries taken as a whole or (y) the Banks, or (ii) enter into,
        or agree to enter into, any Intercompany Agreement which is
        materially adverse to the interests of either (x) CFC and its
        Subsidiaries taken as a whole or (y) the Banks. In addition, CFC
        shall not, and shall not permit any Subsidiary to, engage in any
        transaction with any CFC Affiliate (other than CFC and its
        Subsidiaries) on terms substantially less favorable to CFC or such
        Subsidiary than would be obtainable at the time in comparable
        transactions of CFC or such Subsidiary with Persons not CFC
        Affiliates. As used in this Section 8.4(c), "Intercompany Agreement"
        means any agreement between CFC or any Subsidiary and any CFC
        Affiliate, any instrument issued by CFC or any Subsidiary to any CFC
        Affiliate and any instrument issued by any CFC Affiliate to CFC or
        any Subsidiary.

                      (d) Limitation on Lines of Business. CFC shall not, and
        shall not permit any Subsidiary to, engage in any business other than
        the Finance Business, the Finance-Related Insurance Business and the
        other businesses in which CFC and its Subsidiaries are engaged as



<PAGE>

                                                                           42

        of the date of such Change of Control, and other than businesses in
        which CFC or any of its Subsidiaries may be involved in connection
        with or related to any workout, liquidation, foreclosure or other
        realization on or disposition of assets in which it has a security
        interest, or any other exercise of rights or remedies pursuant to a
        workout in connection with any financing (whether equity or debt)
        provided by CFC or any of its Subsidiaries to any Person.


SECTION 9.  EVENTS OF DEFAULT

               Upon the occurrence of any of the following events:

               (a) CFC or CCCL shall fail to pay any principal of any Loan
        when due in accordance with the terms hereof; or to pay any interest
        on any Loan or any fee or other amount owing hereunder within five
        Business Days after any such interest, fee or other amount becomes
        due in accordance with the terms hereof; or

               (b) any representation or warranty made by either Facility
        Borrower herein, or deemed made by either Facility Borrower pursuant
        to Section 5 or 6, or which is contained in any certificate, document
        or financial or other statement furnished at any time under or in
        connection with this Agreement shall prove to have been incorrect in
        any material respect on or as of the date made, or deemed made; or

               (c) either Facility Borrower shall default in the observance
        or performance of any agreement contained in Section 8.1, 8.2 or 8.4;
        or

               (d) either Facility Borrower shall default in the observance
        or performance of any other agreement, covenant or term contained in
        this Agreement (including any failure to make any payment required
        hereunder other than as described in paragraph (a) above), and such
        default shall continue unremedied for a period of 30 days after
        receipt by such Facility Borrower of notice of such default from the
        Administrative Agent; or

               (e) CFC or any Significant Subsidiary shall default in any
        payment of $25,000,000 (or the equivalent thereof in any other
        currency) or more of principal of or interest on any Indebtedness or
        in the payment of $25,000,000 (or the equivalent thereof in any other
        currency) or more on account of any guarantee in respect of
        Indebtedness, beyond the period of grace, if any, provided in the
        instrument or agreement under which such Indebtedness or guarantee
        was created; or

               (f) (i) CFC or any of its Significant Subsidiaries shall
        commence any case, proceeding or other action (A) under any existing
        or future law of any jurisdiction, domestic or foreign, relating to
        bankruptcy, insolvency, reorganization or relief of debtors, seeking
        to have an order for relief entered with respect to it, or seeking to
        adjudicate it a bankrupt or insolvent, or seeking reorganization,
        arrangement, adjustment, winding-up, liquidation, dissolution,
        composition or other relief with respect to it or its debts, or (B)
        seeking appointment of a receiver, trustee, custodian or other
        similar official for it or for all or any substantial part of its
        assets, or CFC or any of its Significant Subsidiaries shall make a
        general assignment for the benefit of its creditors; or (ii) there
        shall be commenced against CFC or any of its Significant Subsidiaries
        any case, proceeding or other action of a nature referred to in
        clause (i) above which (A) results in the entry of an order for
        relief or any such adjudication or appointment or (B) remains
        undismissed, undischarged or unbonded for a period of 60 days; or
        (iii) there shall



<PAGE>

                                                                           43

        be commenced against CFC or any of its Significant Subsidiaries any
        case, proceeding or other action seeking issuance of a warrant of
        attachment, execution, distraint or similar process against all or
        any substantial part of its assets which results in the entry of an
        order for any such relief which shall not have been vacated,
        discharged, or stayed or bonded pending appeal within 60 days from
        the entry thereof; or (iv) CFC or any of its Significant Subsidiaries
        shall take any action in furtherance of, or indicating its consent
        to, approval of, or acquiescence in, any of the acts set forth in
        clause (i), (ii) or (iii) above; or (v) CFC or any of its Significant
        Subsidiaries shall admit in writing its inability to pay its debts
        generally as they become due; or

               (g) (i) any Person shall engage in any Prohibited Transaction
        involving any Plan, (ii) any Accumulated Funding Deficiency, whether
        or not waived, shall exist with respect to any Plan, (iii) a
        Reportable Event shall occur with respect to, or proceedings shall
        commence to have a trustee appointed, or a trustee shall be
        appointed, to administer or to terminate, any Single Employer Plan,
        which Reportable Event or institution of proceedings is, in the
        reasonable opinion of the Required Banks, likely to result in the
        termination of such Plan for purposes of Title IV of ERISA, and, in
        the case of a Reportable Event, the continuance of such Reportable
        Event unremedied for ten days after notice of such Reportable Event
        pursuant to Section 4043(a), (c) or (d) of ERISA is given or the
        continuance of such proceedings for ten days after commencement
        thereof, as the case may be, (iv) any Single Employer Plan shall
        terminate for purposes of Title IV of ERISA, or (v) any other event
        or condition shall occur or exist with respect to a Single Employer
        Plan; and in each case in clauses (i) through (v) above, the
        Administrative Agent shall have notified CFC that, in the opinion of
        the Required Banks, such event or condition, together with all other
        such events or conditions, if any, could reasonably be expected to
        subject CFC or any of its Subsidiaries to any tax, penalty or other
        liabilities in the aggregate material in relation to the business,
        operations, property or financial or other condition of CFC and its
        Subsidiaries taken as a whole; or

               (h) one or more final judgments or decrees shall be entered
        against CFC or any of its Significant Subsidiaries involving in the
        aggregate a liability (not paid or fully covered by insurance) of
        $100,000,000 (or the equivalent thereof in any other currency) or
        more, shall have been unpaid for a period of 60 days and shall not
        have been stayed; or

               (i) Chrysler shall at any time fail to own at least 51% of the
        issued and outstanding shares of the common stock of CFC; or

               (j) CFC or any of its Significant Subsidiaries shall default
        in the observance or performance of any Financial Covenant contained
        in any instrument or agreement evidencing, securing or relating to
        any of its Material Indebtedness, the effect of which default is to
        cause, or to permit the holder or holders of such Material
        Indebtedness (or a trustee or agent on behalf of such holder or
        holders) to cause, such Material Indebtedness to become due prior to
        its stated maturity;

then, and in any such event, (a) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to CFC,
automatically the Commitments shall immediately terminate and the Loans
(including the face amount of all Bankers' Acceptances accepted by any C$
Bank), with accrued interest thereon, and all other amounts owing under this
Agreement shall immediately become due and payable, and (b) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Required Banks, the Administrative Agent
may, or upon the request of the Required Banks, the Administrative Agent
shall, by notice to CFC, declare the



<PAGE>

                                                                           44

Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (ii) with the consent of the Required Banks, the
Administrative Agent may, or upon the request of the Required Banks, the
Administrative Agent shall, by notice of default to CFC, declare the Loans
(including the face amount of all Bankers' Acceptances accepted by any C$
Bank), with accrued interest thereon, and all other amounts owing under this
Agreement to be due and payable forthwith, whereupon the same shall
immediately become due and payable. Except as expressly provided above in
this Section 9, presentment, demand, protest and all other notices of any
kind are hereby expressly waived.


SECTION 10.  THE AGENTS

               10.1 Appointment. Each Bank hereby irrevocably designates and
appoints the Administrative Agent as the administrative agent of such Bank
under this Agreement, and each Bank hereby irrevocably authorizes the
Administrative Agent as administrative agent for such Bank to take such
action on its behalf under the provisions of this Agreement and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. Each C$ Bank hereby irrevocably
designates and appoints the Canadian Administrative Agent as the Canadian
administrative agent of such Bank under this Agreement, and each C$ Bank
hereby irrevocably authorizes the Canadian Administrative Agent as Canadian
administrative agent for such Bank to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Canadian Administrative Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere
in this Agreement, neither Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with
any Bank, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise
exist against either Agent.

               10.2 Delegation of Duties. Each Agent may execute any of its
duties under this Agreement by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to
such duties. Without limiting the foregoing, the Administrative Agent may
appoint CASG as its agent to perform the functions of the Administrative
Agent hereunder relating to the advancing of funds to CFC and distribution of
funds to the Banks and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such
functions.

               10.3 Exculpatory Provisions. Neither Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates (including, without limitation, CASG) shall be (a) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement (except for its or such Person's own gross
negligence or willful misconduct), or (b) responsible in any manner to any of
the Banks for any recitals, statements, representations or warranties made by
either Facility Borrower or any Subsidiary or any officer thereof contained
in this Agreement or in any certificate, report, statement or other document
referred to or provided for in, or received by either Agent under or in
connection with, this Agreement or for any failure of either Facility
Borrower or any Subsidiary to perform its obligations hereunder or
thereunder. Neither Agent shall be under any obligation to any Bank to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of either Facility Borrower or any Subsidiary.



<PAGE>

                                                                           45

               10.4 Reliance by Agents and CASG. Each Agent and CASG shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile transmission, telex or teletype message, statement, order
or other document or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons and
upon advice and statements of legal counsel (including, without limitation,
counsel to CFC), independent accountants and other experts selected by the
relevant Agent. Each Agent and CASG may deem and treat the Bank specified in
the relevant Register with respect to any amount owing hereunder as the owner
thereof for all purposes unless a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent in
accordance with Section 12.7. Each Agent shall be fully justified in failing
or refusing to take any action under this Agreement unless it shall first
receive such advice or concurrence of the Required Banks (or, if so specified
in this Agreement, all of the Banks) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Each Agent shall, in all cases, be fully
protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Required Banks (or, if so specified in this
Agreement, all of the Banks), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Banks and all
future holders of the obligations owing by the Facility Borrowers hereunder.

               10.5 Notice of Default. Neither Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent has received notice from a Bank or either
Facility Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In
the event that either Agent receives such a notice, such Agent shall give
notice thereof to the Banks, and, if such notice is received from a Bank,
such Agent shall give notice thereof to each Facility Borrower and each other
Bank. Subject to the proviso contained in Section 12.1, the Administrative
Agent shall take such action with respect to such Default or Event of Default
as shall be reasonably directed by the Required Banks (or, if so specified in
this Agreement, all of the Banks); provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Banks.

               10.6 Non-Reliance on Agents, Other Banks and CASG. Each Bank
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates
(including, without limitation, CASG) has made any representations or
warranties to it and that no act by either Agent hereafter taken, including
any review of the affairs of either Facility Borrower, shall be deemed to
constitute any representation or warranty by either Agent to any Bank. Each
Bank represents to each Agent and CASG that it has, independently and without
reliance upon either Agent, any other Bank or CASG, and based on such
documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Facility Borrowers
and made its own decision to make its Loans under, and enter into, this
Agreement. Each Bank also represents that it will, independently and without
reliance upon either Agent, any other Bank or CASG, and based on such
documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Facility Borrowers.
Except for notices, reports and other documents expressly required to be
furnished to the Banks by the relevant Agent hereunder, neither Agent shall
have any duty or responsibility to provide any Bank with any credit or



<PAGE>

                                                                           46

other information concerning the business, operations, property, financial
and other condition or creditworthiness of either Facility Borrower which may
come into the possession of such Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

               10.7 Indemnification. The Banks (or, in the case of the
indemnity in favor of the Canadian Administrative Agent, the C$ Banks) agree
to indemnify each Agent and CASG (to the extent not reimbursed by either
Facility Borrower and without limiting the obligation of each Facility
Borrower to do so), ratably according to the respective amounts of their
respective Commitment Percentages (or, in the case of the indemnity in favor
of the Canadian Administrative Agent, the C$ Banks' respective C$ Commitment
Percentages) in effect on the date on which indemnification is sought under
this Section 10.7 (or, if indemnification is sought after the date upon which
the Commitments shall have terminated, ratably in accordance with such
Commitment Percentages (or C$ Commitment Percentages) immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including,
without limitation, at any time following the payment of the Loans) be
imposed on, incurred by or asserted against such Agent or CASG in any way
relating to or arising out of this Agreement or any other documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
or CASG under or in connection with any of the foregoing, provided that no
Bank shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's or CASG's, as the case
may be, gross negligence or willful misconduct. The agreements in this
Section 10.7 shall survive the payment of the Loans and all other amounts
payable hereunder.

               10.8 Agents in their Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in
any kind of business with each Facility Borrower as though such Agent was not
an Agent hereunder. With respect to its Loans made or renewed by it, each
Agent shall have the same rights and powers under this Agreement as any Bank
and may exercise the same as though it were not an Agent, and the terms
"Bank" and "Banks" shall include such Agent in its individual capacity.

               10.9 Successor Agents. Each Agent may resign as Agent upon 30
days' notice to the Banks and the Facility Borrowers, and may be removed at
any time with or without cause by the Required Banks. If an Agent shall
resign or be removed as Agent under this Agreement, then either (a) the
Required Banks shall appoint from among the Banks a successor administrative
agent or Canadian administrative agent, as applicable, which successor agent
shall be approved by CFC, or (b) if a successor agent shall not have been so
appointed and approved within the 30-day period following such Agent's notice
to the Banks or its removal as Agent, such Agent shall then, with the consent
of CFC, appoint a successor agent who shall serve as Administrative Agent or
Canadian Administrative Agent, as applicable, until such time, if any, as the
Required Banks appoint, and CFC approves, a successor agent as provided in
(a) above. Upon its appointment pursuant to either clause (a) or (b) above,
such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent or the Canadian Administrative Agent, as applicable, and
the terms "Administrative Agent", "Canadian Administrative Agent" and
"Agent", as applicable, shall mean such successor agent effective upon its
appointment, and the former Agent's rights, powers and duties as Agent shall
be terminated, without any other or further act or deed on the part of such
former Agent or any of the parties to this Agreement or any holders of the
obligations owing by the Facility Borrowers hereunder. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Section 10
shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement.



<PAGE>

                                                                           47

               10.10 The Managing Agents. No Managing Agent in its capacity
as such shall have any rights, duties or responsibilities hereunder, or any
fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against any Managing Agent in its capacity as
Managing Agent.

SECTION 11.  GUARANTEE

               11.1 Guarantee. In order to induce the Agents and the Banks to
execute and deliver this Agreement and to make or maintain the C$ Loans, and
in consideration thereof, CFC hereby unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, to the
Administrative Agent, for the ratable benefit of the Agents and the Banks,
the prompt and complete payment and performance by CCCL when due (whether at
stated maturity, by acceleration or otherwise) of the CCCL Obligations. The
guarantee contained in this Section 11, subject to Section 11.5, shall remain
in full force and effect until the CCCL Obligations are paid in full and the
Commitments are terminated, notwithstanding that from time to time prior
thereto CCCL may be free from any CCCL Obligations.

               CFC agrees that whenever, at any time, or from time to time,
it shall make any payment to either Agent or any Bank on account of its
liability under this Section 11, it will notify the Administrative Agent
(and, in the cases of payments to it, the Canadian Administrative Agent) and
such Bank in writing that such payment is made under the guarantee contained
in this Section 11 for such purpose. No payment or payments made by CCCL or
any other Person or received or collected by either Agent or any Bank from
CCCL or any other Person by virtue of any action or proceeding or any setoff
or appropriation or application, at any time or from time to time, in
reduction of or in payment of the CCCL Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of CFC under this Section
11 which, notwithstanding any such payment or payments, shall remain liable
for the unpaid and outstanding CCCL Obligations until, subject to Section
11.5, the CCCL Obligations are paid in full and the Commitments are
terminated.

               11.2 No Subrogation, Contribution, Reimbursement or Indemnity.
Notwithstanding anything to the contrary in this Section 11, CFC hereby
irrevocably waives (a) all rights which may have arisen in connection with
the guarantee contained in this Section 11 to be subrogated to any of the
rights (whether contractual, under the Bankruptcy Code, including Section 509
thereof, under common law or otherwise) of either Agent or any Bank against
CCCL or against either Agent or any Bank for the payment of the CCCL
Obligations and (b) all contractual, common law, statutory and other rights
of reimbursement, contribution, exoneration or indemnity (or any similar
right) from or against CCCL or any other Person which may have arisen in
connection with the guarantee of the CCCL Obligations contained in this
Section 11, in each case until all CCCL Obligations have been paid in full.
So long as the CCCL Obligations remain outstanding, if any amount shall be
paid by or on behalf of CCCL or any other Person to CFC on account of any of
the rights waived in this Section 11.2, such amount shall be held by CFC in
trust, segregated from other funds of CFC, and shall, forthwith upon receipt
by CFC, be turned over to the Administrative Agent in the exact form received
by CFC (duly indorsed by CFC to the Administrative Agent, if required), to be
applied against the CCCL Obligations, whether matured or unmatured, in such
order as the Administrative Agent may determine. The provisions of this
Section 11.2 shall survive the term of the guarantee contained in this
Section 11 and the payment in full of the CCCL Obligations and the
termination of the Commitments.

               11.3 Amendments, etc. with respect to the CCCL Obligations.
CFC shall remain obligated under this Section 11 notwithstanding that,
without any reservation of rights against CFC,


<PAGE>

                                                                           48

and without notice to or further assent by CFC, any demand for payment of or
reduction in the principal amount of any of the CCCL Obligations made by
either Agent or any Bank may be rescinded by such Agent or such Bank, and any
of the CCCL Obligations continued, and the CCCL Obligations, or the liability
of any other party upon or for any part thereof, or any collateral security
or guarantee therefor or right of offset with respect thereto, may, from time
to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by either Agent or
any Bank, and this Agreement and any other documents executed and delivered
in connection herewith may be amended, modified, supplemented or terminated,
in whole or in part, as may be deemed advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by either
Agent or any Bank for the payment of the CCCL Obligations may be sold,
exchanged, waived, surrendered or released. No Agent or Bank shall have any
obligation to protect, secure, perfect or insure any lien at any time held by
it as security for the CCCL Obligations or for the guarantee contained in
this Section 11 or any property subject thereto.

               11.4 Guarantee Absolute and Unconditional. CFC waives any and
all notice of the creation, renewal, extension or accrual of any of the CCCL
Obligations and notice of or proof of reliance by either Agent or any Bank
upon the guarantee contained in this Section 11 or acceptance of the
guarantee contained in this Section 11; the CCCL Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 11; and all dealings between CFC or CCCL,
on the one hand, and the Agents and the Banks, on the other, shall likewise
be conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 11. CFC waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon
CFC or CCCL with respect to the CCCL Obligations. The guarantee contained in
this Section 11 shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity or
enforceability of this Agreement, any of the CCCL Obligations or any
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by either Agent or any Bank,
(b) the legality under applicable Requirements of Law of repayment by CCCL of
any CCCL Obligations or the adoption of any Requirement of Law purporting to
render any CCCL Obligations null and void, (c) any defense, setoff or
counterclaim (other than a defense of payment or performance by CCCL) which
may at any time be available to or be asserted by CFC or CCCL against either
Agent or any Bank, or (d) any other circumstance whatsoever (with or without
notice to or knowledge of CFC or CCCL) which constitutes, or might be
construed to constitute, an equitable or legal discharge of CCCL for any CCCL
Obligations, or of CFC under the guarantee contained in this Section 11, in
bankruptcy or in any other instance. When either Agent or any Bank is
pursuing its rights and remedies under this Section 11 against CFC, such
Agent or Bank may, but shall be under no obligation to, pursue such rights
and remedies as it may have against any CCCL or any other Person or against
any collateral security or guarantee for the CCCL Obligations or any right of
offset with respect thereto, and any failure by either Agent or any Bank to
pursue such other rights or remedies or to collect any payments from CCCL or
any such other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of CCCL or
any such other Person or of any such collateral security, guarantee or right
of offset, shall not relieve CFC of any liability under this Section 11, and
shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Agents and the Banks against CFC.

               11.5 Reinstatement. The guarantee contained in this Section 11
shall continue to be effective, or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any of the CCCL Obligations is
rescinded or must otherwise be restored or returned by either Agent or any
Bank upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of CCCL or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer



<PAGE>

                                                                           49

for, CCCL or any substantial part of its property, or otherwise, all as
though such payments had not been made.

               11.6 Payments. (a) CFC hereby agrees that any payments in
respect of the CCCL Obligations pursuant to this Section 11 will be paid
without setoff or counterclaim in C$ to (unless otherwise specified by the
Administrative Agent) the Canadian Administrative Agent at the office of the
Canadian Administrative Agent specified in Section 12.2.

               (b) In the event that any law, regulation, treaty or directive
(whether or not in effect on the date hereof), shall require any Taxes to be
withheld or deducted from any amount payable to any Bank under the guarantee
contained in this Section 11, upon notice by such Bank to CFC (with a copy to
the Administrative Agent) to the effect that as a result of such law, rule,
regulation, treaty or directive, Taxes are being withheld or deducted from
amounts payable to such Bank under the guarantee contained in this Section
11, CFC will pay to such Bank (or, if applicable, the relevant Agent or any
other agent acting on such Bank's behalf) additional amounts (in the relevant
currency) so that such additional amounts, together with amounts otherwise
payable under the guarantee contained in this Section 11, will yield to such
Bank, after deduction from such increased amount of all Taxes required to be
withheld or deducted therefrom, an amount that would be equal to the amount
that such Bank would have received under the guarantee contained in this
Section 11 had no such withholding or deduction been required calculated
after taking into account all applicable Taxes and Other Taxes. If CFC fails
to pay any Taxes when due following notification by any Bank as provided
above, CFC shall indemnify such Bank for any incremental taxes, interest or
penalties that may become payable by any Bank as a result of any such failure
by CFC to make such payment. Within 30 days after the payment by CFC of any
Taxes withheld or deducted from any amount payable to any Bank under the
guarantee contained in this Section 11, CFC will furnish to such Bank (with a
copy to the Administrative Agent), the original or a certified copy of a
receipt evidencing payment thereof.

               11.7 Judgments Relating to Guarantee. (a) If, for the purpose
of obtaining judgment in any court, it is necessary to convert a sum due
under the guarantee contained in this Section 11 in one currency into another
currency, CFC agrees, to the fullest extent that it may effectively do so,
that the rate of exchange used shall be that at which in accordance with
normal banking procedures in the relevant jurisdiction the relevant Bank (or
agent acting on its behalf) could purchase the first currency with such other
currency for the first currency on the Banking Day immediately preceding the
day on which final judgment is given.

               (b) The obligations of CFC in respect of any sum due under the
guarantee contained in this Section 11 shall, notwithstanding any judgment in
a currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with this Section 11 (the "Agreement Currency"), be
discharged only to the extent that, on the Banking Day following receipt by
any Bank (or agent acting on its behalf) (the "Applicable Creditor") of any
sum adjudged to be so due in the Judgment Currency, the Applicable Creditor
may in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of
the Agreement Currency so purchased is less than the sum originally due to
the Applicable Creditor in the Agreement Currency, CFC agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Applicable
Creditor against such loss, provided, that if the amount of the Agreement
Currency so purchased exceeds the sum originally due to the Applicable
Creditor, the Applicable Creditor agrees to remit such excess to CFC. The
obligations of CFC contained in this Section 11.7 shall survive the
termination of the guarantee contained in this Section 11 and the payment of
all amounts owing hereunder.



<PAGE>

                                                                           50

               11.8 Independent Obligations. The obligations of CFC under the
guarantee contained in this Section 11 are independent of the obligations of
CCCL, and a separate action or actions may be brought and prosecuted against
CFC whether or not CCCL be joined in any such action or actions. CFC waives,
to the full extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof.


SECTION 12.  MISCELLANEOUS

               12.1 Amendments and Waivers. With the written consent of the
Required Banks, the Administrative Agent and the Facility Borrowers may, from
time to time, enter into written amendments, supplements or modifications
hereto for the purpose of adding any provisions to this Agreement or changing
in any manner the rights of the Banks or of either Facility Borrower
hereunder, and with the written consent of the Required Banks the
Administrative Agent on behalf of the Banks may execute and deliver to the
Facility Borrowers a written instrument waiving, on such terms and conditions
as the Administrative Agent may specify (with such consent) in such
instrument, any of the requirements of this Agreement or any Default or Event
of Default and its consequences; provided, however, that no such waiver and
no such amendment, supplement or modification shall (a) extend the maturity
of any Loan, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof, or reduce the amount or
extend the time of payment of any Facility Fee or Acceptance Fee hereunder,
or change the amount or terms of any Bank's Commitment, or amend, modify or
waive any provision of this Section 12.1 or reduce the percentages specified
in the definition of Required Banks, Required U.S. Banks or Required Canadian
Banks, or consent to the assignment or transfer by either Facility Borrower
of any of its rights and obligations under this Agreement or amend, modify or
waive the provisions of Section 12.8, in each case without the prior written
consent of each Bank directly affected thereby; (b) extend the Termination
Date without the prior written consent of each Bank; or (c) release CFC from
its obligations under the guarantee contained in Section 11 without the prior
written consent of each C$ Bank; or (d) amend, modify or waive any provision
of Section 10 without the prior written consent of each Agent directly
affected thereby; or (e) amend, modify or waive any provision of Section
10.10 without the prior written consent of each Managing Agent. Any such
waiver and any such amendment, supplement or modification shall apply equally
to each of the Banks and shall be binding upon each Facility Borrower, the
Banks, each Agent and all future holders of the obligations owing by the
Facility Borrowers hereunder. In the case of any waiver, each Facility
Borrower, the Banks and each Agent shall be restored to their former position
and rights hereunder, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right
consequent thereon. The Administrative Agent shall give the Canadian
Administrative Agent prompt written notice of any waiver, amendment,
supplement or modification entered into pursuant to this Section 12.1.

               12.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing, by facsimile
transmission or telex or, in the case of any E- mail Bank, by electronic
mail, and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand or when deposited in the
mail, first class or air postage prepaid, or, in the case of facsimile
transmission, when transmitted, receipt acknowledged, or, in the case of
telex notice, when sent, answerback received, or, in the case of electronic
mail, when sent, electronic confirmation of receipt received; addressed as
follows in the case of the Facility Borrowers, the Canadian Administrative
Agent and the Administrative Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the other
parties



<PAGE>

                                                                           51

hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the obligations owing by
the Facility Borrowers hereunder:

CFC:                         Chrysler Financial Corporation
                             27777 Franklin Road
                             Southfield, Michigan  48034-8286
                             Attention:  Vice President and Treasurer
                             Telex:  230663
                             Answerback:  CHRYFINCL TRMI
                             Facsimile:  810-948-3801

CCCL:                        Chrysler Credit Canada Ltd.
                             27777 Franklin Road
                             Southfield, Michigan  48034-8286
                             Attention:  Vice President and Treasurer
                             Telex:  230663
                             Answerback:  CHRYFINCL TRMI
                             Facsimile:  810-948-3801

The Administrative Agent:    The Chase Manhattan Bank
                             270 Park Avenue
                             New York, New York  10017
                             Attention:  Andris Kalnins
                             Facsimile:  212-270-5127

With copies to:              The Chase Manhattan Bank Loan
                               and Agency Services Group
                             One Chase Manhattan Plaza
                             New York, New York  10081
                             Attention:  Sandra Miklave
                             Telex:  353-006
                             Answerback:  ABSC NYK
                             Facsimile:  212-622-0002

The Canadian
Administrative Agent:        Royal Bank of Canada
                             Loan Structuring and Syndications
                             Royal Bank Plaza, South Tower
                             200 Bay Street
                             Toronto, Ontario
                             Canada  M5J 2J5
                             Attention:  Manager, Business Operations
                             Facsimile:  416-974-2407

provided that any notice, request or demand to or upon an Agent pursuant to
Section 2.2, 2.3, 3.2, 3.3, 3.4, 4.6 or 4.7 shall not be effective until
received.

               12.3 Clearing Accounts. (a) Each US$ Bank irrevocably
authorizes the Administrative Agent and CASG to cause such Bank's Clearing
Account to be debited as contemplated in Section 2.2 and to cause to be
created an overdraft in such account if the balance in


<PAGE>

                                                                           52

such Bank's Clearing Account on a particular Borrowing Date is less than the
amount of the U.S. Loan to be made by such Bank on such day. In addition each
US$ Bank irrevocably authorizes the Administrative Agent and CASG to cause
such Bank's Clearing Account to be credited with its ratable share of
payments received by the Administrative Agent from CFC. The Clearing Account
of each US$ Bank shall be maintained at its own expense and free of charge to
the Administrative Agent, CASG and CFC.

               (b) The Administrative Agent may at any time in its sole
discretion, upon prior notice to CFC and the US$ Banks, discontinue the use
of ACH procedures in connection with U.S. R/C Loans made pursuant hereto, and
the US$ Banks shall thereafter fund each U.S. Loan required to be made by
them hereunder by making available the amount thereof to the Administrative
Agent for the account of CFC at the office of the Administrative Agent set
forth in Section 12.2 in funds immediately available to the Administrative
Agent.

               12.4 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of either Agent or any Bank, any
right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or of
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

               12.5 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement.

               12.6 Payment of Expenses. Each of CFC and, as applicable,
CCCL, agrees:

               (a) to pay or reimburse the Administrative Agent for all
        reasonable out-of-pocket costs and expenses incurred in connection
        with the preparation and execution of, and any amendment, supplement
        or modification to or waiver under, this Agreement and any other
        documents prepared in connection herewith, and the consummation of
        the transactions contemplated hereby and the administration of this
        Agreement, including, without limitation, the reasonable fees and
        disbursements of Simpson Thacher & Bartlett, special counsel to the
        Administrative Agent and the Banks;

               (b) to pay or reimburse each Bank and each Agent for all costs
        and expenses (other than legal fees and disbursements) incurred in
        connection with the enforcement or preservation of any rights under
        this Agreement and any such other documents, and the reasonable fees
        and disbursements of one firm of special counsel in each of the
        United States and Canada to the Agents and the Banks; and

               (c) to (i) indemnify each Bank from and against liabilities,
        obligations, losses, damages, penalties, actions, judgments, suits,
        costs, expenses or disbursements (other than legal fees and
        disbursements) of any kind whatsoever (and, with respect to any
        proceeding or related proceedings, the reasonable fees and
        disbursements of one firm of special counsel to the relevant Banks in
        connection with such proceeding(s)) which may at any time (including,
        without limitation, at any time following the payment of the Loans)
        be imposed on, incurred by or asserted against such Bank in any way
        relating to or arising out of this Agreement or any other documents
        contemplated by or referred to herein or the transactions
        contemplated hereby or any action taken or omitted by such Bank under
        or in connection with any of the


<PAGE>

                                                                           53

        foregoing, provided that no Borrower shall be liable for the payment
        of any portion of such liabilities, obligations, losses, damages,
        penalties, actions, judgments, suits, costs, expenses or
        disbursements resulting from (x) the ordinary course of
        administration of this Agreement or such other documents by any Bank
        or (y) any Bank's gross negligence or willful misconduct or bad
        faith; and (ii) pay or reimburse (x) each Bank for any payments made
        by such Bank to either Agent or CASG pursuant to the provisions of
        Section 10.7 and (y) each Agent and CASG for any and all liabilities,
        expenses or disbursements incurred by any of them which pursuant to
        the provisions of Section 10.7 are the subject of indemnification
        payments from the Banks to the extent that such Agent or CASG, as the
        case may be, for whatever reason, did not receive such
        indemnification payments from any Bank or Banks.

The agreements in this Section 12.6 shall survive repayment of the Loans and
all other amounts payable hereunder.

               12.7 Successors and Assigns. (a) This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns except that (x) no Borrower may assign its
rights or obligations hereunder without the prior consent of all of the Banks
(in the case of CFC) or all of the C$ Banks (in the case of CCCL), and (y) no
assignment by a Bank of any of its rights or obligations hereunder shall be
effective unless (i) the assignee is a Commercial Bank (unless otherwise
agreed by CFC in its sole discretion), (ii) the assignee shall have
designated in writing to the Administrative Agent an account at the office of
a bank that is an ACH member to serve as such assignee's "Clearing Account"
hereunder, (iii) in the event of an assignment of less than all of such
Bank's obligations, (A) the principal amount of such Bank's obligations
(which may constitute U.S. Commitments and/or Canadian Commitments) so
assigned shall be in an aggregate amount of $8,000,000 or greater and (B)
after giving effect to any such assignment, the transferor Bank and the
assignee (in each case together with any Bank which is a subsidiary,
affiliate, branch or agency of such transferor Bank or assignee,
respectively) shall each have obligations hereunder (which may constitute
U.S. Commitments and/or Canadian Commitments) aggregating not less than
$8,750,000 (unless, in each case, at CFC's discretion, a lesser amount is
mutually agreed upon between CFC and such Bank or assignee, as applicable),
(iv) CFC and the Administrative Agent shall have consented to the making of
such assignment (which consent in each case shall not be unreasonably
withheld or delayed), (v) the transferor Bank, the assignee, the
Administrative Agent and CFC (if its consent to such assignment is required
hereunder) shall have executed and delivered an Assignment and Acceptance
substantially in the form of Exhibit D-1, and (vi) the transferor Bank shall
have paid to the Administrative Agent a registration and processing fee of
$2,500 (or such lesser amount as may be agreed to by the Administrative
Agent); provided, however, that no consent by CFC shall be required in the
case of assignments to a Commercial Bank controlled by, controlling or under
common control with an assignor Bank or pursuant to a merger or consolidation
of such Bank with another entity or a similar transaction involving such
Bank. Upon the effectiveness of any assignment pursuant to this Section 12.7,
Schedule I shall be deemed to be amended to reflect such assignment. Each
Bank may sell participations in its Commitment or in all or any part of any
Loan made by it hereunder to a Commercial Bank, in which event the
participant shall not have any rights under this Agreement (the participant's
rights against such Bank in respect of such participation to be those set
forth in the participation agreement executed by such Bank in favor of the
participant thereto) and all amounts payable by the Facility Borrowers under
Sections 2, 3 and 4 shall be determined as if such Bank had not sold such
participations; provided that (1) the terms of any participation agreement or
certificate relating to any such participation shall prohibit any
subparticipations by such participant; (2) any such participation agreement
or certificate shall permit the Bank granting such participations the right
to consent to waivers, amendments or supplements to this Agreement without
the consent of such participant except in the case of (x) waivers of any
Default or Event of Default described in Section



<PAGE>

                                                                           54

9(a), and (y) any amendment or modification extending the maturity of any
Loan, or reducing the interest rate in respect of any Loan, or reducing any
Facility Fee, or extending the time of payment of interest on any Loan or of
any Facility Fee, or reducing the principal amount of any Loan, in each case
to the extent such waiver, amendment or supplement directly affects such
participant and (3) a participating interest of at least $8,000,000 shall be
sold pursuant to any such participation (unless, at CFC's discretion, a
lesser amount is mutually agreed upon between CFC and such Bank).

               (b) Nothing herein shall prohibit any US$ Bank from pledging
or assigning all or any portion of its U.S. R/C Loans to any Federal Reserve
Bank in accordance with applicable law. In order to facilitate such pledge or
assignment, CFC hereby agrees that, upon request of any US$ Bank at any time
and from time to time after CFC has made its initial borrowing hereunder, CFC
shall provide to such Bank, at CFC's own expense, a promissory note,
substantially in the form of Exhibit E, evidencing the U.S. R/C Loans owing
to such Bank.

               (c) (i) The Administrative Agent shall maintain at its address
referred to in Section 12.2 a copy of each Assignment and Acceptance
delivered to it and a register (the "U.S. Register") for the recordation of
the names and addresses of the US$ Banks, the U.S. Commitments of such Banks,
and the principal amount of each category of U.S. Loan owing to each such
Bank from time to time. The entries in the U.S. Register shall be conclusive,
in the absence of clearly demonstrable error, and CFC, the Administrative
Agent and the Banks may treat each Person whose name is recorded in the U.S.
Register as the owner of the U.S. R/C Loans recorded therein for all purposes
of this Agreement. The U.S. Register shall be available for inspection by CFC
or any US$ Bank at any reasonable time and from time to time upon reasonable
prior notice. The Administrative Agent shall give prompt written notice to
CFC of the making of any entry in the U.S. Register or any change in any such
entry.

              (ii) The Canadian Administrative Agent shall maintain at its
address referred to in Section 12.2 a register (the "Canadian Register") for
the recordation of the names and addresses of the C$ Banks, the Canadian
Commitments of such Banks, and the principal amount of each category of C$
Loan owing to each such Bank from time to time. The entries in the Canadian
Register shall be conclusive, in the absence of clearly demonstrable error,
and CCCL, the Canadian Administrative Agent and the Banks may treat each
Person whose name is recorded in the Canadian Register as the owner of the C$
Loans recorded therein for all purposes of this Agreement. The Canadian
Register shall be available for inspection by CFC, CCCL or any C$ Bank at any
reasonable time and from time to time upon reasonable prior notice. The
Canadian Administrative Agent shall give prompt written notice to CCCL of the
making of any entry in the Canadian Register or any change in any such entry.

               12.8 Right of Set-off. Upon (a) the occurrence and during the
continuance of an Event of Default and (b) with the consent of the Required
Banks, each Bank is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Bank (including,
without limitation, its branches) to or for the credit or the account of
either Facility Borrower against any and all of the obligations of such
Facility Borrower now or hereafter existing under this Agreement,
irrespective of whether or not such Bank shall have made any demand under
this Agreement and although such obligations may be unmatured. Each Bank
agrees promptly to notify the relevant Facility Borrower after any such
set-off and application made by such Bank, provided that the failure to give
such notice shall not affect the validity of such set-off and application.
The rights of each Bank under this Section 12.8 are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
which such Bank may have.



<PAGE>

                                                                           55

               12.9 Adjustments. If any Bank (a "benefitted Bank") shall at
any time, except in connection with any termination, replacement or
assignment of or by such Bank pursuant to this Agreement, receive any payment
of all or part of its U.S. R/C Loans or C$ Loans, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in clause (f) of Section 9, or otherwise) in a greater proportion
than any such payment to, or any collateral received by, any other Bank, if
any, in respect of such other Bank's U.S. R/C Loans or C$ Loans, as the case
may be, or interest thereon, such benefitted Bank shall purchase for cash
from the other US$ Banks or C$ Banks, as the case may be, such portion of
each such other Bank's U.S. R/C Loans or C$ Loans, as the case may be, or
shall provide such other relevant Banks with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Bank to share the excess payment or benefits of such collateral or
proceeds ratably with each of the other relevant Banks; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such benefitted Bank, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but
without interest. Each Facility Borrower agrees that each Bank so purchasing
a portion of another Bank's U.S. R/C Loans or C$ Loans, as the case may be,
may exercise all rights of payment (including, without limitation, rights of
set-off) with respect to such portion as fully as if such Bank were the
direct holder of such portion.

               12.10 New Banks; Commitment Increases; Commitment
Reallocations. (a) With the consent of CFC and upon notification to the
Administrative Agent, one or more additional Commercial Banks may become a
party to this Agreement by executing a New Bank Supplement hereto with CFC
and the Administrative Agent, substantially in the form of Exhibit D-2,
whereupon such Commercial Bank (herein called a "New Bank") shall become a
Bank for all purposes and to the same extent as if originally a party hereto
and shall be bound by and entitled to the benefits of this Agreement, and
Schedule I hereto shall be deemed to be amended to add the name and
Commitment of such New Bank. Each New Bank shall be designated as a US$ Bank
with a U.S. Commitment and/or a C$ Bank with a Canadian Commitment, as
specified in such New Bank Supplement.

               (b) With the consent of CFC and upon notification to the
Administrative Agent, any Bank may increase the amount of its Commitment by
executing a Commitment Increase Supplement hereto with CFC and the
Administrative Agent, substantially in the form of Exhibit D-3, whereupon
such Bank shall be bound by and entitled to the benefits of this Agreement
with respect to the full amount of its Commitment as so increased (which
increase shall be allocated to its U.S. Commitment and/or its Canadian
Commitment, as specified in such Commitment Increase Supplement), and
Schedule I hereto shall be deemed to be amended to add the increased
Commitment of such Bank.

               (c) With the consent of the Administrative Agent (which shall
not be unreasonably withheld), so long as no Default or Event of Default
shall have occurred and be continuing, CFC may reallocate all or any portion
of the Canadian Commitment of any C$ Bank to the U.S. Commitment of such C$
Bank's Related US$ Bank or reallocate all or any portion of the U.S.
Commitment of any US$ Bank to the Canadian Commitment of such US$ Bank's
Related C$ Bank by executing a Commitment Reallocation Supplement hereto with
the Administrative Agent, substantially in the form of Exhibit D-4, whereupon
the affected US$ Bank and C$ Bank shall be bound by and entitled to the
benefits of this Agreement with respect to the full amount of the U.S.
Commitment or Canadian Commitment of such Bank after giving effect to such
reallocation, and Schedule I hereto shall be deemed to be amended to reflect
such reallocation. Each reallocation pursuant to this Section 12.10(c) shall
be subject to the prior written consent of the affected US$ Bank and C$ Bank,
provided, that each C$ Bank and its Related US$ Bank confirm that, as of the
date hereof, such C$ Bank and its Related US$ Bank are willing to consider
any reallocation of such Related US$ Bank's U.S.


<PAGE>

                                                                           56

Commitment to such C$ Bank's Canadian Commitment which does not increase such
C$ Bank's Canadian Commitment above its Initial Offered Canadian Commitment
Amount.

               (d) (i) If on the date upon which a Commercial Bank becomes a
New Bank (designated as a US$ Bank), upon which a Bank obtains a U.S.
Commitment or upon which a US$ Bank's U.S. Commitment is changed pursuant to
Section 12.10, there is an unpaid principal amount of U.S. R/C Loans, CFC
shall borrow U.S. R/C Loans from, or prepay U.S. R/C Loans of, such Bank, as
applicable, in an amount such that, after giving effect thereto, the quotient
of (x) the U.S. R/C Loans of such Bank of each Type (and, in the case of
Eurodollar Loans, of each Eurodollar Tranche) and (y) such Bank's U.S.
Commitment is equal to the comparable quotient of each other US$ Bank. Any
Eurodollar Loan borrowed pursuant to the preceding sentence shall bear
interest at a rate equal to the respective interest rates then applicable to
the Eurodollar Loans of the other US$ Banks in the same Eurodollar Tranche.

              (ii) If on the date upon which a Commercial Bank becomes a New
Bank (designated as a C$ Bank), upon which a Bank obtains a Canadian
Commitment or upon which a C$ Bank's Canadian Commitment is changed pursuant
to Section 12.10, there is an unpaid principal amount of C$ Loans, CCCL shall
borrow C$ Loans from, or prepay or Defease (in the case of Bankers'
Acceptances) C$ Loans of, such Bank, as applicable, in an amount such that,
after giving effect thereto, the quotient of (x) the C$ Loans of such Bank of
each category (and, in the case of Bankers' Acceptances, of each maturity)
and (y) such Bank's Canadian Commitment is equal to the comparable quotient
of each other C$ Bank. Any Bankers' Acceptance borrowed pursuant to the
preceding sentence shall yield an Acceptance Fee at a rate equal to the
respective Acceptance Fee rates then applicable to the Bankers' Acceptances
of the other C$ Banks having comparable maturities.

               (e) The Administrative Agent shall advise the Canadian
Administrative Agent and the Banks of each addition of a New Bank and of each
change in a Bank's U.S. Commitment or Canadian Commitment pursuant to this
Section 12.10 and of the amount of any borrowing or prepayment required to be
made from or to any such Bank pursuant to this Section 12.10 upon such
addition or change.

               12.11 Tax Forms. If any Bank which becomes a party to this
Agreement on any day after the date hereof pursuant to Section 12.7 or 12.10
is organized under the laws of any jurisdiction other than the United States
or any state thereof, such Bank shall, on the date such Person becomes a
Bank, (i) represent to the transferor Bank (if applicable), the
Administrative Agent and the Facility Borrowers that under applicable law and
treaties no taxes will be required to be withheld by the Administrative
Agent, the Facility Borrowers or the transferor Bank (if applicable) with
respect to any payments to be made to such Bank in respect of the Loans
hereunder, (ii) furnish to the transferor Bank (if applicable), the
Administrative Agent and CFC either U.S. Internal Revenue Service Form 4224
or U.S. Internal Revenue Service Form 1001 (wherein such Bank claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments hereunder) and (iii) agree (for the benefit of the
transferor Bank (if applicable), the Administrative Agent and the Facility
Borrowers) to provide the transferor Bank (if applicable), the Administrative
Agent and CFC a new Form 4224 or Form 1001 upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws and regulations and amendments duly
executed and completed by such Bank, and to comply from time to time with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption.

               12.12 Counterparts. This Agreement may be executed by one or
more of the parties hereto on any number of separate counterparts and all of
said counterparts taken together shall be



<PAGE>

                                                                           57

deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with CFC and the
Administrative Agent.

               12.13 Governing Law. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

               12.14 Submission to Jurisdiction; Waivers. Each Facility
Borrower hereby irrevocably and unconditionally:

               (a) submits for itself and its property in any legal action or
        proceeding commenced by any party hereto relating to this Agreement,
        or for recognition and enforcement of any judgment in respect
        thereof, to the non-exclusive general jurisdiction of the courts of
        the State of New York, the courts of the United States of America for
        the Southern District of New York, and appellate courts from any
        thereof;

               (b) consents that any such action or proceeding may be brought
        in such courts, and waives any objection that it may now or hereafter
        have to the venue of any such action or proceeding in any such court
        or that such action or proceeding was brought in an inconvenient
        court and agrees not to plead or claim the same;

               (c) agrees that services of process in any such action or
        proceeding may be effected by mailing a copy thereof by registered or
        certified mail (or any substantially similar form of mail), postage
        prepaid, to CFC at its address set forth in Section 12.2 or at such
        other address of which the Administrative Agent shall have been
        notified with copies addressed as set forth in Section 12.2; and

               (d) agrees that nothing herein shall affect the right to
        effect service of process in any other manner permitted by law or
        shall limit the right to sue in any other jurisdiction.

               12.15 Integration. This Agreement represents the agreement of
each party with respect to the subject matter hereof and there are no
promises or representations by either Agent or any Bank relative to the
subject matter hereof not reflected herein.

               12.16 Judgments Relating to CCCL. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder by CCCL in one currency into another currency, CCCL agrees, to the
fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the relevant Bank could purchase the first currency
with such other currency for the first currency on the Banking Day
immediately preceding the day on which final judgment is given.

               (b) The obligations of CCCL in respect of any sum due in C$ to
any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than C$, be discharged only to the extent that, on
the Banking Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may
in accordance with normal banking procedures in the relevant jurisdiction
purchase C$ with the Judgment Currency; if the amount of C$ so purchased is
less than the sum originally due to the Applicable Creditor in C$, CCCL
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Applicable Creditor



<PAGE>

                                                                           58

against such loss, provided, that if the amount of C$ so purchased exceeds
the sum originally due to the Applicable Creditor, the Applicable Creditor
agrees to remit such excess to CCCL. The obligations of the CCCL contained in
this Section 12.16 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

               12.17 WAIVERS OF JURY TRIAL. THE FACILITY BORROWERS, THE
ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT AND THE BANKS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.




<PAGE>

                                                                           59




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


CHRYSLER FINANCIAL CORPORATION


By: D.M. Cantwell
   ------------------------
   Title: Vice President and Treasurer


CHRYSLER CREDIT CANADA LTD.


By: D.M. Cantwell
   ------------------------
   Title: Vice President and Treasurer


THE CHASE MANHATTAN BANK,
  as Administrative Agent


By: Marian N. Schulman
   ------------------------
   Title: Vice President


ROYAL BANK OF CANADA,
  as Canadian Administrative Agent


By: David Cox
   ------------------------
   Title: Senior Manager


<PAGE>

                                                                 EXHIBIT A TO
                                        SHORT TERM REVOLVING CREDIT AGREEMENT

                              [FORM OF ADDENDUM]

              ADDENDUM TO SHORT TERM REVOLVING CREDIT AGREEMENT

                  The undersigned Bank (a) agrees to all of the provisions of
the Short Term Revolving Credit Agreement dated as of April 24, 1997 among
Chrysler Financial Corporation ("CFC"), Chrysler Credit Canada Ltd. ("CCCL"),
the Banks parties thereto, the Managing Agents parties thereto, Royal Bank of
Canada, as Canadian Administrative Agent, and The Chase Manhattan Bank, as
Administrative Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), and (b) becomes a party
thereto, as a Bank and, in each case to the extent indicated on Schedule I to
the Credit Agreement, a US$ Bank and/or a C$ Bank, with an obligation (i) in
the case of a US$ Bank, to make U.S. R/C Loans to CFC and (ii) in the case of
a C$ Bank, to make C$ R/C Loans to and accept Bankers' Acceptances from CCCL,
provided, that, after giving effect thereto, as applicable, (x) the aggregate
principal amount of a US$ Bank's U.S. R/C Loans shall not exceed such US$
Bank's U.S. Commitment as set forth opposite the undersigned Bank's name on
said Schedule I and (y) the aggregate principal amount (US$ Equivalent) of a
C$ Bank's C$ R/C Loans and Bankers' Acceptances shall not exceed such C$
Bank's Canadian Commitment as set forth opposite the undersigned Bank's name
on said Schedule I, in each case as the amount of such U.S. Commitment or
Canadian Commitment, as applicable, may be changed from time to time as
provided in the Credit Agreement. Capitalized terms defined in the Credit
Agreement shall have their respective defined meanings herein.



                           ___________________________________________
                           (NAME OF BANK)


                           By_________________________________________
                              Title:




As of April 24, 1997



<PAGE>


                                                                 EXHIBIT B TO
                                        SHORT TERM REVOLVING CREDIT AGREEMENT

                        [FORM OF CLOSING CERTIFICATE]

                             CLOSING CERTIFICATE

                  Pursuant to Sections 6.1(b), (c) and (d) of the Short Term
Revolving Credit Agreement dated as of April 24, 1997 (the "Credit
Agreement"; unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement) among CHRYSLER FINANCIAL CORPORATION ("CFC"), CHRYSLER CREDIT
CANADA LTD. ("CCCL"), the Banks parties thereto, the Managing Agents parties
thereto, ROYAL BANK OF CANADA, as Canadian Administrative Agent, and THE
CHASE MANHATTAN BANK, as Administrative Agent, the undersigned ________ of
[CFC] [CCCL] hereby certifies as follows:

                  1. The representations and warranties of [CFC] [CCCL]
         contained in the Credit Agreement or in any certificate, document or
         financial or other statement furnished by or on behalf of [CFC]
         [CCCL] pursuant to or in connection with the Credit Agreement are
         true and correct in all material respects on and as of the date
         hereof with the same effect as if made on the date hereof except for
         representations and warranties stated to relate to a specific
         earlier date, in which case such representations and warranties were
         true and correct in all material respects as of such earlier date;

                  2. No Default or Event of Default has occurred and is
         continuing as of the date hereof or after giving effect to any Loans
         to be made on the date hereof;

                  3. ____________________ is and at all times since
         _____________________ 19__, has been the duly elected and qualified
         [Assistant] Secretary of [CFC] [CCCL] and the signature set forth on
         the signature line for such officer below is such officer's true and
         genuine signature;

and the undersigned [Assistant] Secretary of [CFC] [CCCL] hereby certifies as
follows:

                  4. There are no liquidation or dissolution proceedings
         pending or to my knowledge threatened against [CFC] [CCCL], nor to
         my knowledge has any other event occurred affecting or threatening
         the corporate existence of [CFC] [CCCL];

                  5. [CFC] [CCCL] is a corporation duly organized, validly
         existing and in good standing under the laws of [Michigan] [Canada];

                  6. Attached hereto as Exhibit A is a complete and correct
         copy of resolutions duly adopted by the Board of Directors (or a
         duly authorized committee thereof) of [CFC] [CCCL] on _________,
         19__; such resolutions have not in any way been amended, modified,
         revoked or rescinded and have been in full force and effect since
         their adoption to and including the date hereof and are now in full
         force and effect; such resolutions are the only corporate
         proceedings of [CFC] [CCCL] now in force relating to or affecting
         the matters referred to therein;

                  7. Attached hereto as Exhibit B is a complete and correct
         copy of the by-laws of [CFC] [CCCL] as in effect at all times since
         _________________, 19__ to and including the date hereof; and
         attached hereto as Exhibit C is a true and complete copy of the
         certificate of



<PAGE>

                                                                            2

         incorporation of [CFC] [CCCL] as in effect at all times since
         ___________________, 19__ to and including the date hereof; and

                  8. The following persons are now duly elected and qualified
         officers of [CFC] [CCCL] holding the offices indicated next to their
         respective names below, and such officers have held such offices
         with [CFC] [CCCL] at all times since ________________, 19__ to and
         including the date hereof, and the signatures appearing opposite
         their respective names below are the true and genuine signatures of
         such officers, and each of such officers is duly authorized to
         execute and deliver on behalf of [CFC] [CCCL] the Credit Agreement
         and any certificate or other document to be delivered by [CFC]
         [CCCL] pursuant to the Credit Agreement:

         Name                          Office                   Signature

_____________________              [________]            ____________________


_____________________         [Assistant] Secretary      ____________________


                  IN WITNESS WHEREOF, the undersigned have hereto set our
names.






Title:  [___________]                       Title:  [Assistant] Secretary

Date:  April 24, 1997



<PAGE>

                                                               EXHIBIT C-1 TO
                                                                   SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT

               [FORM OF OPINION OF SIMPSON THACHER & BARTLETT]






                                                              April 24, 1997


To:      The Chase Manhattan Bank, as
         administrative agent under the
         Revolving Credit Agreement referred
         to below
         270 Park Avenue
         New York, New York 10017

         The Banks listed on Schedule I hereto

                  Re:      The Short Term Revolving Credit Agreement, dated
                           as of April 24, 1997 (the "Credit Agreement"),
                           among Chrysler Financial Corporation, a Michigan
                           corporation ("CFC"), Chrysler Credit Canada Ltd.,
                           a Canadian corporation ("CCCL"; together with CFC,
                           the "Facility Borrowers"), the Banks parties
                           thereto, the Managing Agents parties thereto,
                           Royal Bank of Canada, as Canadian Administrative
                           Agent, and The Chase Manhattan Bank, as
                           Administrative Agent.

Ladies and Gentlemen:

                  We have acted as counsel to the Administrative Agent in
connection with the execution and delivery of the Credit Agreement.

                  This opinion is delivered to you pursuant to Section
6.1(e)(i) of the Credit Agreement. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.

                  In arriving at the opinion expressed below, we have
examined (a) a counterpart of the Credit Agreement, signed by CFC, CCCL, the
Canadian Administrative Agent and the Administrative Agent and (b) such
documents as we have deemed necessary or appropriate for the purposes of this
opinion.

                  In such examination, we have assumed the genuineness of all
signatures, the authenticity, regularity and completeness of all documents
submitted to us as originals, the completeness of all documents submitted to
us as certified, conformed or photostatic copies and the conformity of such
documents to the original documents.

                  We have also assumed that the Credit Agreement has been
duly authorized, executed and delivered by each Facility Borrower; that each
Facility Borrower is duly incorporated and validly existing under the laws of
its jurisdiction of incorporation and has the corporate power and authority
to execute, deliver and perform its obligations under the Credit Agreement;
that neither Facility Borrower is an "investment company" within the meaning
of the Investment Company Act of 1940, as amended;



<PAGE>


                              -2-                              April 24, 1997


that the execution, delivery and performance by each Facility Borrower of the
Credit Agreement has been duly authorized by all necessary corporate action
on the part of each Facility Borrower, does not contravene the certificate of
incorporation, by-laws or similar organizational documents of either Facility
Borrower, does not violate, or require any consent not obtained under, any
applicable law or regulation or any order, writ, injunction or decree of any
court or other Governmental Authority binding upon either Facility Borrower
and does not violate, or require any consent not obtained under, any
contractual obligation applicable to or binding upon either Facility
Borrower; and that the Credit Agreement constitutes a valid and legally
binding obligation of the Canadian Administrative Agent, the Managing Agents
and the Banks.

                  Based upon the foregoing, and subject to the qualifications
and comments set forth below, we are of the opinion that, insofar as the law
of the State of New York is concerned, the Credit Agreement constitutes a
valid and legally binding obligation of each Facility Borrower, enforceable
against each Facility Borrower in accordance with its terms, except as
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing,
except that we express no opinion as to (a) Section 12.14(b) of the Credit
Agreement insofar as it relates to an action brought in the United States
District Court for the Southern District of New York and note that such
matters may be raised by such court; (b) any indemnification obligations of
the Facility Borrowers under the Credit Agreement to the extent such
obligations might be deemed to be inconsistent with public policy; (c) any
provision of the Credit Agreement that purports to establish an evidentiary
standard for determinations by the Banks or either Agent; (d) any setoff
right contained in Section 12.8 or 12.9 of the Credit Agreement authorizing
any Bank to set off and apply deposits at any time held, and any other
indebtedness at any time owing, by such Bank to or for the account of any
party against any participation transferred to or by such Bank; or (e)
Sections 11.7 and 12.16 of the Credit Agreement.

                  We note that (i) a New York statute provides that with
respect to a foreign currency obligation, a court of the State of New York
shall render a judgment or decree in such foreign currency and such judgment
or decree shall be converted into currency of the United States at the rate
of exchange prevailing on the date of entry of such judgment or decree and
(ii) with respect to a foreign currency obligation, a United States Federal
court in New York may award judgment in United States dollars, provided that
we express no opinion as to the rate of exchange such court would apply.

                  We are members of the Bar of the State of New York and we
do not express any opinion herein concerning any law other than the law of
the State of New York.

                  This opinion has been rendered solely for your benefit in
connection with the Credit Agreement and the transactions contemplated
thereby and may not be relied upon by you for any other purpose, or relied
upon by any other person, firm or corporation without our prior written
consent or furnished to any other person, firm or corporation other than any
assignee or participant under the Credit Agreement or any bank examiner or
other regulatory authority without our prior written consent.
                                            Very truly yours,

                                            SIMPSON THACHER & BARTLETT



<PAGE>

                                  SCHEDULE I

                                  THE BANKS






<PAGE>


                                                                  EXHIBIT C-2
                                                                TO SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT



                     [FORM OF OPINION OF GENERAL COUNSEL
                                      of
                                     CFC]


                                                               April 24, 1997


To:      The Chase Manhattan Bank, as Administrative Agent
         270 Park Avenue
         New York, New York  10017

         The Banks parties to the Credit Agreement referred to below

Dear Sirs:

                  I am General Counsel of Chrysler Financial Corporation, a
Michigan corporation ("CFC"), and have acted as counsel to CFC in connection
with the execution and delivery of the Short Term Revolving Credit Agreement,
dated as of April 24, 1997 (the "Credit Agreement"), among CFC, Chrysler
Credit Canada Ltd. ("CCCL"; together with CFC, the "Facility Borrowers"), the
Banks parties thereto, the Managing Agents thereto, Royal Bank of Canada, as
Canadian Administrative Agent, and The Chase Manhattan Bank, as
Administrative Agent. This opinion is delivered to you pursuant to Section
6.1(e)(ii) of the Credit Agreement. Terms used herein which are defined in
the Credit Agreement shall have the respective meanings set forth in the
Credit Agreement, unless otherwise defined herein.

                  In connection with this opinion, I, or members of my staff,
have examined executed copies (or telecopies of signature pages) of the
Credit Agreement and such corporate documents and records of the Facility
Borrowers, and certificates of public officials and officers of the Facility
Borrowers, and such other documents, as I, or members of my staff, have
deemed necessary or appropriate for the purposes of this opinion. For the
purposes of this opinion, I have assumed (i) the genuineness of all
signatures of, and the authority of, Persons signing the Credit Agreement on
behalf of parties thereto other than the Facility Borrowers, (ii) the
authenticity of all documents submitted to me as originals, (iii) the
conformity to authentic original documents of all documents submitted to me
as certified, conformed or photostatic copies and (iv) the due authorization,
execution and delivery of the Credit Agreement by the parties thereto other
than the Facility Borrowers.

                  My opinions expressed herein are limited to the laws of the
State of Michigan, the State of New York, the General Corporation Law of the
State of Delaware, and the Federal laws of the United States of America (the
"Specified Laws"), and I do not express any opinion herein concerning any
other law (including, without limitation, any law of any political
subdivision of the foregoing States). For the purposes of this opinion I have
assumed that the laws of the State of New York are identical to the laws of
the State of Michigan.



<PAGE>


                                                                            2



                  Based upon the foregoing and subject to the qualifications
set forth herein, I am of the opinion that:

                  1. CFC is a corporation duly incorporated, validly existing
         and in good standing under the laws of the State of Michigan and is
         duly qualified as a foreign corporation to do business and is in
         good standing in each of the jurisdictions in which the character of
         the properties owned or held under lease by it or the nature of
         business transacted by it makes such qualification necessary, except
         to the extent that the failure to be so qualified or in good
         standing would not have a material adverse effect on the business,
         operations or financial condition of CFC and its Subsidiaries taken
         as a whole.

                  2. The Credit Agreement has been duly executed and
         delivered on behalf of CFC. The execution, delivery and performance
         by each Facility Borrower of the Credit Agreement (a) are within the
         corporate powers of CFC, (b) have been duly authorized by all
         necessary corporate action on the part of CFC, and (c) do not
         contravene (i) the charter or by-laws of CFC, (ii) any law, rule, or
         regulation under the Specified Laws presently in effect which
         affects or binds either Facility Borrower or any of its respective
         properties (including, without limitation, Regulations G, T, U and X
         of the Board of Governors of the Federal Reserve System) or, to the
         best of my knowledge, any order, writ, judgment, injunction, decree,
         determination or award presently in effect which affects or binds
         either Facility Borrower or any of its respective properties or
         (iii) to the best of my knowledge, any Contractual Obligation to
         which either Facility Borrower is a party; except to the extent that
         such contravention, in case of either clause (ii) or (iii), would
         not have a material adverse effect on the business, operations or
         financial condition of CFC and its Subsidiaries taken as a whole or
         on the ability of either Facility Borrower to fulfill its
         obligations under the Credit Agreement or on the rights and remedies
         of either Agent or any of the Banks thereunder.

                  3. No authorization or approval or other action by, and no
         notice to or filing with, any Governmental Authority under the
         Specified Laws is required to be obtained or made by either Facility
         Borrower for the due execution, delivery and performance by such
         Facility Borrower of the Credit Agreement.

                  4. To the best of my knowledge after due inquiry, no
         litigation, investigation or proceeding of or before any arbitrator
         or Governmental Authority is pending or threatened by or against CFC
         or any of its Subsidiaries or against any of their respective
         properties or revenues (a) with respect to the Credit Agreement, or
         (b) which would, if adversely determined, have a material adverse
         effect on the business, operations, property or financial condition
         of CFC and its Subsidiaries taken as a whole.

                  5. The Credit Agreement constitutes the legal, valid and
         binding obligation of each Facility Borrower, enforceable against
         each Facility Borrower in accordance with its terms, except as
         affected by bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an
         implied covenant of good faith and fair dealing.

                  6. Neither Facility Borrower is an "investment company" or
         a company "controlled" by an "investment company" within the meaning
         of the Investment Company Act of 1940, as amended.



<PAGE>

                                                                            3




                  7. None of the Administrative Agent, the Canadian
         Administrative Agent, the Managing Agents and the Banks will become
         subject to any income, franchise or other tax imposed by a
         Governmental Authority of the State of Michigan solely by reason of
         the transactions contemplated by the Credit Agreement.

                  I express no opinion as to (a) the effect of any laws other
than the Specified Laws which limit the rates of interest legally chargeable
or collectible; (b) any obligation of any party to the Credit Agreement to
indemnify other Persons to the extent such obligation might be deemed to be
inconsistent with public policy; (c) any setoff right contained in Section
12.8 of the Credit Agreement authorizing any Bank to set off and apply
deposits at any time held, and any other indebtedness at any time owing, by
such Bank to or for the account of any party against any participation
transferred to or by such Bank; (d) any agreement to pay interest on
interest; (e) Section 12.14(b) of the Credit Agreement insofar as it relates
to an action brought in the United States District Court for the Southern
District of New York and note that such matters may be raised by such court;
or (f) any provision of the Credit Agreement that purports to establish an
evidentiary standard for determinations by the Banks.

                  This opinion is given as of the date hereof and I undertake
no obligation to notify you of any changes in law or fact occurring after the
date hereof. This opinion is furnished to you solely in connection with the
execution and delivery of the Credit Agreement and may not be furnished to
any other person, firm or corporation other than any assignee or participant
under the Credit Agreement or any bank examiner or other regulatory authority
without my prior written consent and may not be relied upon by any one other
than you, the other counsel providing legal opinions to you pursuant to
Section 6.1(e) of the Credit Agreement, and by you and such other counsel
only in connection with the execution and delivery of the Credit Agreement.

                                               Very truly yours,


<PAGE>

                                                                  EXHIBIT C-3
                                                                TO SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT



                     [FORM OF OPINION OF CANADIAN COUNSEL
                                      to
                                    CCCL]


                                                               April 24, 1997


To:      The Chase Manhattan Bank, as Administrative Agent
         270 Park Avenue
         New York, New York  10017

         The Banks parties to the Credit Agreement referred to below

Dear Sirs:

                  We have acted as Canadian Counsel to Chrysler Credit Canada
Ltd., a Canada corporation ("CCCL") in connection with the execution and
delivery of the Short Term Revolving Credit Agreement, dated as of April 24,
1997 (the "Credit Agreement"), among Chrysler Financial Corporation ("CFC",
together with CCCL, the "Facility Borrowers"), CCCL, the Banks parties
thereto, the Managing Agents parties thereto, Royal Bank of Canada, as
Canadian Administrative Agent, and The Chase Manhattan Bank, as
Administrative Agent. This opinion is delivered to you pursuant to Section
6.1(e)(iii) of the Credit Agreement. Terms used herein which are defined in
the Credit Agreement shall have the respective meanings set forth in the
Credit Agreement, unless otherwise defined herein.

                  In connection with this opinion, we have examined executed
copies (or facsimile transmitted signature pages) of the Credit Agreement and
such corporate documents and records of CCCL, and certificates of public
officials and officers of CCCL, and such other documents as we have deemed
necessary or appropriate for the purposes of this opinion. For the purposes
of this opinion, we have assumed (i) the genuineness of all signatures of,
and the authority of, Persons signing the Credit Agreement on behalf of
parties thereto other than CCCL, (ii) the authenticity of all documents
submitted to us as originals, (iii) the conformity to authentic original
documents of all documents submitted to us as certified, conformed, facsimile
or photostatic copies and (iv) the due authorization, execution and delivery
of the Credit Agreement by the parties thereto other than CCCL.

                  Except as indicated below in respect of the opinion
contained in paragraph 1, the opinions expressed herein are limited to the
laws of the Province of Ontario and the laws of Canada applicable therein
(the "Specified Laws"), and we do not express any opinion herein concerning
any other law (including, without limitation, any law of any political
subdivision of the Province of Ontario).

                  Based upon the foregoing and subject to the qualifications
set forth herein, we are of the opinion that:



<PAGE>

                                                                            2


         1.       CCCL is a corporation duly incorporated and validly
                  existing under the Canada Business Corporations Act and is
                  duly qualified to do business in each of the jurisdictions
                  in which the character of the properties owned or held
                  under lease by it or the nature of business transacted by
                  it makes such qualification necessary, except to the extent
                  that the failure to be so qualified would not have a
                  material adverse effect on the business, operations or
                  financial condition of CFC and its Subsidiaries taken as a
                  whole.

         2.       The Credit Agreement has been duly executed on behalf of
                  CCCL. The execution, delivery and performance by CCCL of
                  the Credit Agreement (a) are within the corporate powers of
                  CCCL, (b) have been duly authorized by all necessary
                  corporate action on the part of CCCL, and (c) do not
                  contravene (i) the charter or by-laws of CCCL, (ii) any
                  law, rule, or regulation under the Specified Laws presently
                  in effect which affects or binds CCCL or any of its
                  properties or, to the best of our knowledge without having
                  made any enquiry as to the existence thereof, any order,
                  writ, judgment, injunction, determination or award
                  presently in effect which affects or binds CCCL or any of
                  its properties or (iii) to the best of our knowledge
                  without having made an enquiry as to the existence thereof,
                  any Contractual Obligation to which CCCL is a party; except
                  to the extent that such contravention, in case of either
                  clause (ii) or (iii), would not have a material adverse
                  effect on the business, operations or financial condition
                  of CFC and its Subsidiaries taken as a whole or on the
                  ability of CCCL to fulfill its obligations under the Credit
                  Agreement.

         3.       No authorization or approval or other action by, and no
                  notice to or filing with, any Governmental Authority under
                  the Specified Laws is required to be obtained or made by
                  either Facility Borrower for the due execution, delivery
                  and performance by such Facility Borrower of the Credit
                  Agreement.

         4.       To the best of our knowledge after due inquiry, no
                  litigation or proceeding of or before any arbitrator or
                  Governmental Authority of Canada or the Province of Ontario
                  is pending by or against CCCL or against any of its
                  properties or revenues (a) with respect to the Credit
                  Agreement, or (b) which would, if adversely determined,
                  have a material adverse effect on the business, operations,
                  property or financial condition of CFC and its Subsidiaries
                  taken as a whole.

         5.       None of the Managing Agents, the Canadian Administrative
                  Agent or the C$ Banks will be liable for, and CCCL will not
                  be required to deduct or withhold, any Canadian Withholding
                  Tax on or from any amounts paid or credited to a C$ Bank by
                  CCCL on account of C$ Loans (including interest and
                  Acceptance Fees) or Canadian Facility Fees under the Credit
                  Agreement. None of the Administrative Agent, the Managing
                  Agents or the Banks (other than the C$ Banks) will be
                  subject to any Taxes on amounts paid or credited to a C$
                  Bank by CCCL on account of C$ Loans (including interest and
                  Acceptance Fees) or Canadian Facility Fees under the Credit
                  Agreement.

                  The term "Taxes" shall mean all taxes, charges, fees,
                  levies, imports and other assessments, including all
                  income, sales, use, goods and services, value added,
                  capital, capital gains, alternative, net worth, transfer,
                  profits, withholding, payroll, employer health, excise,
                  real property and personal property taxes, and any other
                  taxes, customs duties, fees, assessments or other similar
                  charges in the nature of a tax together with



<PAGE>

                                                                            3

                  any installments with respect thereto and any interest,
                  fines and penalties, imposed by any Governmental Authority
                  of Canada or of the Province of Ontario.

                  The term "Canadian Withholding Tax" shall mean all taxes
                  imposed under Part XIII of the Income Tax Act (Canada) and
                  any similar taxes imposed under the Corporations Tax Act
                  (Ontario).

         6.       In any action or proceeding arising out of or relating to
                  the Credit Agreement in any court of competent jurisdiction
                  in the Province of Ontario, such court would recognize and
                  give effect to the provisions of Section 12.13 of the
                  Credit Agreement wherein the respective parties thereto
                  agree that the Credit Agreement shall be governed by, and
                  construed and interpreted in accordance with, the laws of
                  the State of New York and, to the extent specifically
                  pleaded and proved as a fact by expert evidence, such court
                  would apply the laws of the State of New York to all issues
                  which under conflict of laws rules in effect in the
                  Province of Ontario are characterized to be contract
                  issues, except that any such court (i) will apply those
                  laws of the Province of Ontario which such court
                  characterizes as procedural and will not apply those laws
                  of the State of New York which such court characterizes as
                  procedural; (ii) will not apply those laws of the State of
                  New York which such court would characterize as revenue,
                  expropriatory, penal or similar laws; and (iii) will not
                  apply those laws of the State of New York the application
                  of which such court would characterize as inconsistent with
                  "public policy", as such term is understood under the
                  Specified Laws.

         7.       The laws of the Province of Ontario permit an action to be
                  brought on a final, conclusive and subsisting judgment in
                  personam of the courts of the State of New York or the
                  courts of the United States of America for the Southern
                  District of New York, which is not impeachable as void or
                  voidable under the internal laws of the State of New York,
                  for a sum certain if (i) the court rendering such judgment
                  had jurisdiction over the judgment debtor, as recognized by
                  the courts of the Province of Ontario; (ii) such judgment
                  debtor was duly served with the process of the courts of
                  State of New York or the courts of the United States of
                  America for the Southern District of New York or appeared
                  to such process, (iii) such judgment was not obtained by
                  fraud or in a manner contrary to natural justice and the
                  enforcement thereof would not be inconsistent with "public
                  policy", as such term is understood under the laws of the
                  Province of Ontario or contrary to any order made by the
                  Attorney General of Canada under the Foreign
                  Extraterritorial Measures Act (Canada); (iv) the
                  enforcement of such judgment does not constitute, directly
                  or indirectly, the enforcement of foreign revenue,
                  expropriatory, penal or similar laws; and (v) prior to the
                  rendering of judgment by the court in the Province of
                  Ontario, the judgment debtor does not avail itself of any
                  right or defense based on either law or admissible fact
                  which has accrued to such judgment debtor subsequent to the
                  entering of such judgment of the courts of the State of New
                  York or the courts of the United States of America for the
                  Southern District of New York.

         8.       Our documentary review, including that of the Credit
                  Agreement, disclosed nothing which would indicate that the
                  transactions contemplated by the Credit Agreement are
                  inconsistent with "public policy" as such term is
                  understood under the Specified Laws.

                  The foregoing opinions are subject to the qualifications
that:



<PAGE>

                                                                            4


                  (i) for the purposes of paragraph 1 we have relied upon the
                  opinions of counsel (copies of which have been delivered to
                  you) in each of the Provinces and Territories of Canada
                  (other than Ontario) as to the qualification of CCCL to do
                  business therein and our opinion in that regard is subject
                  to the qualifications appearing in the opinions of such
                  counsel; and

                  (ii) for the purposes of paragraph 4 we have relied in part
                  on the certificate of an officer of CFC and CCCL (a copy of
                  which has been delivered to you) as to the materiality of
                  pending litigation or proceedings.

                  This opinion is given as of the date hereof and we
undertake no obligation to notify you of any changes in law or fact occurring
after the date hereof. This opinion is furnished to you solely in connection
with the execution and delivery of the Credit Agreement and may not be
furnished to any other person, firm or corporation other than any assignee or
participant under the Credit Agreement or any bank examiner or other
regulatory authority without our prior written consent and may not be relied
upon by any one other than you, the other counsel providing legal opinions to
you pursuant to Section 6.1(e) of the Credit Agreement, and by you and such
other counsel only in connection with the execution and delivery of the
Credit Agreement.

                                                Very truly yours,



<PAGE>


                                                               EXHIBIT D-1 TO
                                                                   SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT


                     [FORM OF ASSIGNMENT AND ACCEPTANCE]


         Reference is made to the Short Term Revolving Credit Agreement,
dated as of April 24, 1997 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among CHRYSLER FINANCIAL
CORPORATION ("CFC"), CHRYSLER CREDIT CANADA LTD. ("CCCL"), the Banks parties
thereto, the Managing Agents parties thereto, ROYAL BANK OF CANADA, as
Canadian Administrative Agent, and THE CHASE MANHATTAN BANK, as
Administrative Agent. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

         The assignor on SCHEDULE 1 (the "Assignor") and the assignee on
SCHEDULE 1 (the "Assignee") agree as follows:

         1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as
of the Effective Date (as defined below), an interest (the "Assigned
Interest"), as described on SCHEDULE 1, in and to the Assignor's rights and
obligations under the Credit Agreement with respect to those credit
facilities contained in the Credit Agreement as set forth on SCHEDULE 1
(individually, an "Assigned Facility"; collectively, the "Assigned
Facilities"), in a principal amount for each Assigned Facility as set forth
on SCHEDULE 1.

         2. The Assignor A. makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or any
instrument or document furnished pursuant thereto or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, or any instrument or document furnished pursuant thereto, other
than that it has not created any adverse claim upon the interest being
assigned by it hereunder and that such interest is free and clear of any such
adverse claim, and B. makes no representation or warranty and assumes no
responsibility with respect to the financial condition of CFC, CCCL, any
Subsidiaries or any other obligor or the performance or observance by CFC,
CCCL, any Subsidiaries or any other obligor of any of their respective
obligations under the Credit Agreement or any instrument or document
furnished pursuant hereto or thereto.

         3. The Assignee A. represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; B. confirms that it
has received a copy of the Credit Agreement, together with such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; C. agrees
that it has made and will, independently and without reliance upon the
Assignor, either Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit
Agreement or any instrument or document furnished pursuant hereto or thereto;
D. appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers and discretion
under the Credit Agreement or any instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; E. in the case
of each C$ Bank, appoints and authorizes the Canadian Administrative Agent to
take such action as Canadian administrative agent on its behalf and to



<PAGE>

                                                                            2

exercise such powers and discretion under the Credit Agreement or any
instrument or document furnished pursuant hereto or thereto as are delegated
to the Canadian Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and F. agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank.

         4. The effective date of this Assignment and Acceptance shall be the
date on SCHEDULE 1 (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the relevant Agent for
recording by such Agent pursuant to Section 12.7(c) of the Credit Agreement,
effective as of the Effective Date (which shall not, unless otherwise agreed
to by the Administrative Agent, be earlier than five Business Days after the
date of such recording by the relevant Agent).

         5. Upon such recording, from and after the Effective Date, the
relevant Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) which
accrue subsequent to the Effective Date to the Assignee. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the relevant
Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.

         6. From and after the Effective Date, A. the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Bank thereunder and
shall be bound by the provisions thereof and B. the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement.

         7.  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.



<PAGE>



                                  SCHEDULE 1
                         TO ASSIGNMENT AND ACCEPTANCE
            RELATING TO THE SHORT TERM REVOLVING CREDIT AGREEMENT,
                         DATED AS OF APRIL 24, 1997
      AMONG CHRYSLER FINANCIAL CORPORATION, CHRYSLER CREDIT CANADA LTD.,
                              THE BANKS PARTIES
                THERETO, THE MANAGING AGENTS PARTIES THERETO,
            ROYAL BANK OF CANADA, AS CANADIAN ADMINISTRATIVE AGENT
            AND THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
___________________________________________________________________________


Name and Address of Assignor:



Name and Address of Assignee:



Clearing Account No. of Assignee:

Name of Automated Clearing House Member
at which Clearing Account of Assignee is Located:*



Effective Date of Assignment:

             Credit                           Principal
        Facility Assigned                  Amount Assigned
______________________________      ___________________________


                                          $_____________



[Name of Assignee]                            [Name of Assignor]



By                                            By
  __________________________                    _____________________
Name:                                         Name:
Title:                                        Title:



--------
*        Clearing House information required for US$ Banks only.



<PAGE>

                                                                            2






                            Consented To:

                            CHRYSLER FINANCIAL CORPORATION


                            By:___________________________
                               Name:
                               Title:



                            THE CHASE MANHATTAN BANK, as
                            Administrative Agent



                            By:____________________________
                               Name:
                               Title:


                            [Consents required only to the extent expressly
                            provided in Section 12.7 of the Credit
                            Agreement.]





Receipt Acknowledged for Purposes of Recordation in the relevant Register:


[THE CHASE MANHATTAN BANK, as Administrative Agent

By:________________________________
   Name:
   Title:]

[ROYAL BANK OF CANADA, as Canadian
  Administrative Agent

By:________________________________
   Name:
   Title:]



<PAGE>


                                                               EXHIBIT D-2 TO
                                                                   SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT


                        [FORM OF NEW BANK SUPPLEMENT]


                  SUPPLEMENT, dated _________________, to the Short Term
Revolving Credit Agreement, dated as of April 24, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"), among CHRYSLER FINANCIAL CORPORATION ("CFC"), CHRYSLER CREDIT
CANADA LTD., the Banks parties thereto, the Managing Agents parties thereto,
ROYAL BANK OF CANADA, as Canadian Administrative Agent, and THE CHASE
MANHATTAN BANK, as Administrative Agent.


                            W I T N E S S E T H :


                   WHEREAS, the Credit Agreement provides in Section 12.10(a)
thereof that any Commercial Bank, although not originally a party thereto,
may become a party to the Credit Agreement with the consent of CFC by
executing and delivering to CFC and the Administrative Agent a supplement to
the Credit Agreement in substantially the form of this Supplement; and

                  WHEREAS, the undersigned was not an original party to the
Credit Agreement but now desires to become a party thereto;

                  NOW, THEREFORE, the undersigned hereby agrees as follows:

                  1. The undersigned agrees to be bound by the provisions of
         the Credit Agreement, and agrees that it shall, on the date this
         Supplement is accepted by CFC and the Administrative Agent, become a
         Bank for all purposes of the Credit Agreement to the same extent as
         if originally a party thereto.

                  2. [The undersigned shall be a US$ Bank and the amount of
         its U.S. Commitment shall be $___________________.] [The undersigned
         shall be a C$ Bank and amount of its Canadian Commitment shall be
         $_______________.]

                  3. The undersigned's address for notices for the purposes
         of the Credit Agreement is as follows:



                  4. The undersigned's Chrysler Financial Corporation
         Clearing Account No. is ____________, and the name of the Automated
         Clearing House member at which such Clearing Account is located is
         ____________.**

--------
         **       Clearing House information required for US$ Banks only.



<PAGE>

                                                                            2



                  5. Terms defined in the Credit Agreement shall have their
         defined meanings when used herein.

                  IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized officer on the
date first above written.

                                          [INSERT NAME OF BANK]


                                          By________________________________
                                            Title:



Accepted this _____ day of ______________, 199_.

CHRYSLER FINANCIAL CORPORATION


By____________________________
  Title:


Accepted this ____ day of ______________, 199_.

THE CHASE MANHATTAN BANK, as Administrative Agent


By____________________________
  Title:



<PAGE>

                                                               EXHIBIT D-3 TO
                                                                   SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT

                   [FORM OF COMMITMENT INCREASE SUPPLEMENT]


                  SUPPLEMENT, dated _________________, to the Short Term
Revolving Credit Agreement, dated as of April 24, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"), among CHRYSLER FINANCIAL CORPORATION ("CFC"), CHRYSLER CREDIT
CANADA LTD. ("CCCL"), the Banks parties thereto, the Managing Agents parties
thereto, ROYAL BANK OF CANADA, as Canadian Administrative Agent, and THE
CHASE MANHATTAN BANK, as Administrative Agent.


                            W I T N E S S E T H :


                   WHEREAS, the Credit Agreement provides in Section 12.10(b)
thereof that any Bank with the consent of CFC may increase the amount of its
Commitment by executing and delivering to CFC and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of this
Supplement; and

                  WHEREAS, the undersigned now desires to increase the amount
of its Commitment under the Credit Agreement;

                  NOW THEREFORE, the undersigned hereby agrees as follows:

                  1. The undersigned agrees, subject to the terms and
         conditions of the Credit Agreement, that on the date this Supplement
         is accepted by CFC and the Administrative Agent it [shall have its
         U.S. Commitment to CFC increased by $______________] [shall have its
         Canadian Commitment to CCCL increased by $______________], thereby
         making the amount of its [U.S.] [Canadian] Commitment
         $______________].

                  2. Terms defined in the Credit Agreement shall have their
         defined meanings when used herein.



<PAGE>

                                                                            2



                  IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized officer on the
date first above written.

                                          [INSERT NAME OF BANK]

                                          By________________________________
                                            Title:


Accepted this _____ day of ______________, 199_.

CHRYSLER FINANCIAL CORPORATION


By____________________________
  Title:


Accepted this ____ day of ______________, 199_.

THE CHASE MANHATTAN BANK, as Administrative Agent


By____________________________
  Title:



<PAGE>

                                                               EXHIBIT D-4 TO
                                                                   SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT

                 [FORM OF COMMITMENT REALLOCATION SUPPLEMENT]


                  SUPPLEMENT, dated _________________, to the Short Term
Revolving Credit Agreement, dated as of April 24, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"), among CHRYSLER FINANCIAL CORPORATION ("CFC"), CHRYSLER CREDIT
CANADA LTD., the Banks parties thereto, the Managing Agents parties thereto,
ROYAL BANK OF CANADA, as Canadian Administrative Agent, and THE CHASE
MANHATTAN BANK, as Administrative Agent.


                            W I T N E S S E T H :


                   WHEREAS, the Credit Agreement provides in Section 12.10(c)
thereof that CFC, with the consent of the affected Bank(s) and the
Administrative Agent, may reallocate all or any portion of the Canadian
Commitment of any C$ Bank to the U.S. Commitment of such C$ Bank's Related
US$ Bank or reallocate all or any portion of the U.S. Commitment of any US$
Bank to the Canadian Commitment of such US$ Bank's Related C$ Bank by
executing and delivering to the Administrative Agent a supplement to the
Credit Agreement in substantially the form of this Supplement;

                  WHEREAS, CFC now desires to reallocate the [Canadian][U.S.]
Commitment of [insert name of Bank] to the [U.S.][Canadian] Commitment of its
Related [US$][C$] Bank (the "Affected Bank(s)") under the Credit Agreement;
and

                  WHEREAS, each of the Affected Bank(s) and the
Administrative Agent has consented to such reallocation;

                  NOW THEREFORE, each party hereto hereby agrees as follows:

                  1. Each party hereto agrees, subject to the terms and
         conditions of the Credit Agreement, that on the date this Supplement
         has been consented to by each of the Affected Bank(s) and the
         Administrative Agent, [insert name of Bank] shall have $__________
         of its [Canadian][U.S.] Commitment reallocated to the
         [U.S.][Canadian] Commitment of its Related [US$][C$] Bank, thereby
         making the amount of its [Canadian][U.S.] Commitment $________ and
         the amount of its Related [US$][C$] Bank's [U.S.][Canadian]
         Commitment $_________.

                  2. Terms defined in the Credit Agreement shall have their
         defined meanings when used herein.



<PAGE>

                                                                            2



                  IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized officer on the
date first above written.

                                          CHRYSLER FINANCIAL CORPORATION

                                          By____________________________
                                            Title:


Consented to this ____ day of ______________, 199_.

[NAME(S) OF BANK(S)]


By___________________________________
  Title:


Consented to this ____ day of ______________, 199_.

THE CHASE MANHATTAN BANK, as Administrative Agent


By___________________________________
  Title:



<PAGE>

                                                                 EXHIBIT E TO
                                                                   SHORT TERM
                                                   REVOLVING CREDIT AGREEMENT

                   [FORM OF U.S. R/C LOAN PROMISSORY NOTE]

                        U.S. R/C LOAN PROMISSORY NOTE



$_________                                                 New York, New York
                                                            ___________, 199_


         FOR VALUE RECEIVED, the undersigned, Chrysler Financial Corporation,
a Michigan corporation ("CFC"), hereby unconditionally promises to pay to the
order of [NAME OF BANK] (the "Bank") at the office of The Chase Manhattan
Bank, located at 270 Park Avenue, New York, New York 10017, in lawful money
of the United States of America and in immediately available funds, on the
Maturity Date the principal amount of (a) [AMOUNT IN WORDS] DOLLARS ($____ ),
or, if less, (b) the aggregate unpaid principal amount of all U.S. R/C Loans 
made by the Bank to CFC pursuant to Section 2.1 of the Credit Agreement, as
hereinafter defined. CFC further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time outstanding at
the rates and on the dates specified in Section 4.3 of such Credit Agreement.

         The holder of this promissory note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof, the date, Type and
amount of each U.S. R/C Loan made pursuant to the Credit Agreement and the
date and amount of each payment or prepayment of principal thereof, each
continuation thereof, each conversion of all or a portion thereof to another
Type and, in the case of Eurodollar Loans, the length of each Interest Period
with respect thereto. Each such endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed. The failure to make any
such endorsement or any error in such endorsement shall not affect the
obligations of CFC in respect of any U.S. R/C Loan.

         This promissory note (a) has been issued pursuant to Section 12.7(b)
of the Short Term Revolving Credit Agreement dated as of April 24, 1997 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among CFC, Chrysler Credit Canada Ltd., a Canadian corporation,
the Banks from time to time parties thereto, the Managing Agents parties
thereto, Royal Bank of Canada, as Canadian Administrative Agent, and The
Chase Manhattan Bank, as Administrative Agent, (b) is subject to the
provisions of the Credit Agreement and (c) is subject to prepayment in whole
or in part as provided in the Credit Agreement.

         Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
promissory note shall become, or may be declared to be, immediately due and
payable, all as provided in the Credit Agreement.

         All parties now and hereafter liable with respect to this promissory
note, whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind.



<PAGE>

                                                                            2


         Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

         THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                          CHRYSLER FINANCIAL CORPORATION


                                          By:___________________________
                                             Title:



<PAGE>


                                                                   Schedule A
                                                  to U.S. R/C Promissory Note
<TABLE>
<CAPTION>

             LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS


                                                      Amount                                          
                       Amount of Base Rate          Converted to         Amount of Principal of       
      Date                    Loans                 Base Rate Loans      Base Rate Loans Repaid       
------------           -------------------          ---------------      ----------------------
<S>                    <C>                          <C>                  <C>








Amount of Base Rate                                                          
Loans Converted to         Unpaid Principal Balance                          
Eurodollar Loans            of Base Rate Loans              Notation Made By 
-------------------        -----------------------          -----------------
<C>                        <C>                              <C>


/TABLE
<PAGE>


                                                                   Schedule B
                                                  to U.S. R/C Promissory Note
<TABLE>
<CAPTION>

     LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS




                                                                  Interest Period and     Amount of Principal of     
                       Amount of           Amount Converted       Eurodollar Rate with       Eurodollar Loans        
     Date          Eurodollar Loans       to Eurodollar Loans       Respect Thereto               Repaid             
-----------        ----------------       -------------------     -------------------     ----------------------
<S>                <C>                    <C>                     <C>                     <C>





Amount of Eurodollar        Unpaid Principal                      
 Loans Converted to       Balance of Eurodollar          Notation 
   Base Rate Loans                Loans                  Made By  
-------------------       ---------------------          ---------
<C>                       <C>                            <C>

</TABLE>