<PAGE>

                                                                    EXHIBIT 10.2


                                                                  EXECUTION COPY

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                               THE CIT GROUP, INC.
            ---------------------------------------------------------


                                 $3,670,000,000

                            364-DAY CREDIT AGREEMENT





                           Dated as of March 28, 2000
            ---------------------------------------------------------


            CHASE SECURITIES INC., as Lead Arranger and Book Manager

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                               BARCLAYS BANK PLC,
                              as Syndication Agent

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent

                                 CITIBANK, N.A.,
                              as Syndication Agent

                       THE DAI-ICHI KANGYO BANK, LIMITED,
                              as Syndication Agent


================================================================================



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                                TABLE OF CONTENTS


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SECTION 1. DEFINITIONS............................................................................................5

         1.1.     Defined Terms...................................................................................5
         1.2.     Other Definitional Provisions..................................................................15

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.......................................................................16

         2.1.     Commitments....................................................................................16
         2.2.     Revolving Credit Borrowing Procedure...........................................................18
         2.3.     Competitive Bid Borrowing Procedure............................................................19
         2.4.     Repayment of Loans; Evidence of Debt...........................................................21
         2.5.     Facility Fee; Administrative Agent's Fee.......................................................22
         2.6.     Utilization Fee................................................................................22
         2.7.     Extension of Termination Date..................................................................22
         2.8.     Termination or Reduction of Commitments........................................................24
         2.9.     Optional Prepayments of Revolving Credit Loans.................................................24
         2.10.    Conversion and Continuation Options............................................................24
         2.11.    Applicable Interest Rate Margins, Facility Fee Rate and Utilization Fee........................25
         2.12.    Minimum Amounts of Tranches....................................................................25
         2.13.    Interest Rates and Payment Dates...............................................................25
         2.14.    Computation of Interest and Fees...............................................................26
         2.15.    Inability to Determine Interest Rate...........................................................27
         2.16.    Pro Rata Treatment and Payments................................................................27
         2.17.    Illegality.....................................................................................28
         2.18.    Requirements of Law............................................................................28
         2.19.    Taxes    30
         2.20.    Indemnity......................................................................................32
         2.21.    Actions of Banks...............................................................................33
         2.22.    Lending Installations..........................................................................33
         2.23.    Removal of Banks...............................................................................33
         2.24.    Replacement of Banks...........................................................................34

SECTION 3. REPRESENTATIONS AND WARRANTIES........................................................................34

         3.1.     Financial Condition............................................................................34
         3.2.     No Change......................................................................................34
         3.3.     Corporate Existence; Compliance with Law; Significant Subsidiaries.............................34
         3.4.     Corporate Power; Authorization; Enforceable Obligations........................................35
         3.5.     No Legal Bar...................................................................................35
         3.6.     No Material Litigation.........................................................................35
         3.7.     No Default.....................................................................................35
         3.8.     Aggregation of the Representations and Warranties Relating to Net Worth........................35
         3.9.     Federal Regulations............................................................................36


<PAGE>

         3.10.    ERISA    36
         3.11.    Investment Company Act.........................................................................36
         3.12.    Purpose of Loans...............................................................................36

SECTION 4. CONDITIONS PRECEDENT..................................................................................36

         4.1.     Conditions to Initial Loans....................................................................36
         4.2.     Conditions to Each Loan........................................................................37

SECTION 5. AFFIRMATIVE COVENANTS.................................................................................37

         5.1.     Financial Statements...........................................................................38
         5.2.     Payment of Obligations.........................................................................39
         5.3.     Conduct of Business and Maintenance of Existence...............................................39
         5.4.     Notices........................................................................................39
         5.5.     Status of Obligations..........................................................................40
         5.6.     Maintenance of Property........................................................................40
         5.7.     Payment of Taxes...............................................................................40
         5.8.     Use of Proceeds................................................................................40

SECTION 6. NEGATIVE COVENANTS....................................................................................41

         6.1.     Negative Pledge................................................................................41
         6.2.     Consolidations, Mergers and Sales of Assets....................................................43
         6.3.     Net Worth......................................................................................43

SECTION 7. EVENTS OF DEFAULT.....................................................................................43


SECTION 8. THE AGENTS............................................................................................45

         8.1.     Appointment....................................................................................45
         8.2.     Delegation of Duties...........................................................................46
         8.3.     Exculpatory Provisions.........................................................................46
         8.4.     Reliance by Administrative Agent...............................................................46
         8.5.     Notice of Default..............................................................................47
         8.6.     Non-Reliance on Administrative Agent and Other Banks...........................................47
         8.7.     Indemnification................................................................................47
         8.8.     Administrative Agent in Its Individual Capacity................................................48
         8.9.     Successor Administrative Agent.................................................................48

SECTION 9. MISCELLANEOUS.........................................................................................49

         9.1.     Amendments and Waivers.........................................................................49
         9.2.     Notices........................................................................................49
         9.3.     No Waiver; Cumulative Remedies.................................................................50
         9.4.     Survival of Representations and Warranties.....................................................50
         9.5.     Payment of Expenses and Taxes..................................................................50


<PAGE>

         9.6.     Successors and Assigns; Participations; Purchasing Banks.......................................51
         9.7.     Dissemination of Information; Confidentiality..................................................53
         9.8.     Adjustments....................................................................................54
         9.9.     Counterparts...................................................................................55
         9.10.    Severability...................................................................................55
         9.11.    Integration....................................................................................55
         9.12.    GOVERNING LAW..................................................................................55
         9.13.    Submission To Jurisdiction; Waivers............................................................55
         9.14.    WAIVERS OF JURY TRIAL..........................................................................56


SCHEDULES

         I.       Commitments and Bank Information
         II.      List of Significant Subsidiaries

EXHIBITS

         A-1      Form of Revolving Credit Note
         A-2      Form of Competitive Bid Note
         B-1      Form of Opinion of Counsel to the Company
         B-2      Form of Opinion of Simpson Thacher & Bartlett
         C        Form of Commitment Transfer Supplement
         D-1      Form of Officer's Certificate
         D-2      Form of Secretary's Certificate
         E        Form of Incumbency Certificate
         F        Form of Borrowing Notice
         G        Form of Competitive Bid Request
         H        Form of Notice of Competitive Bid Request
         I        Form of Competitive Bid
         J        Form of Competitive Bid Accept/Reject Letter
         K        Form of Exemption Certificate

</TABLE>

<PAGE>


                  364-DAY CREDIT AGREEMENT, dated as of March 28, 2000, among
THE CIT GROUP, INC., a Delaware corporation (the "COMPANY"), the several banks
and other financial institutions from time to time on Schedule I to this
Agreement (the "BANKS"), CHASE SECURITIES INC., as sole arranger and book
manager (in such capacity, the "ARRANGER"), BARCLAYS BANK PLC, BANK OF AMERICA,
N.A., CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication
agents (in such capacity, the "SYNDICATION AGENTS") and THE CHASE MANHATTAN BANK
("CHASE"), as administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT").



                              W I T N E S S E T H:

                  WHEREAS, the Company has requested $3,670,000,000 in senior
unsecured revolving credit facilities from the Banks for general corporate
purposes; and

                  WHEREAS, the Banks are willing to provide the requested senior
unsecured revolving credit facilities on the terms and conditions set forth
herein ;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:



                             SECTION 1. DEFINITIONS

                  1.1. DEFINED TERMS

                  As used in this Agreement, the following terms shall have the
following meanings:

                  "ADDITIONAL BANK": as defined in subsection 2.1(c)(ii).

                  "ADDITIONAL BANK AGREEMENT": as defined in subsection
2.1(c)(ii).

                  "ADMINISTRATIVE AGENT": as defined in the preamble hereto.


                  "AFFILIATE": as to any Person, any other Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person.

                  "AGENTS": the collective reference to the Administrative
Agent, the Syndication Agents and the Arranger.

                  "AGGREGATE AVAILABLE COMMITMENT": at any time, the excess, if
any, of (a) the Aggregate Commitment over (b) the aggregate principal amount of
all Loans then outstanding.

                  "AGGREGATE COMMITMENT": the aggregate amount of the Banks'
Commitments.


<PAGE>

                  "AGGREGATE FACILITIES COMMITMENT": the sum of (a) the
Aggregate Commitment PLUS (b) the 5-Year Aggregate Commitment.

                  "AGREEMENT": this 364-Day Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

                  "AGREEMENT ACCOUNTING PRINCIPLES": GAAP applied in a manner
consistent with those principles used in the preparation of the financial
statements referred to in subsection 3.1.

                  "APPLICABLE EURODOLLAR MARGIN": as defined in subsection 2.11.

                  "APPLICABLE FACILITY FEE RATE": as defined in subsection 2.11.

                  "APPLICABLE MARGIN": as defined in subsection 2.11.

                  "APPLICABLE RATE": as defined in subsection 2.11.

                  "APPLICABLE UTILIZATION FEE RATE": as defined in subsection
2.11.

                  "ARRANGER": as defined in the preamble hereto.

                  "BANKS": as defined in the preamble hereto.

                  "BARCLAYS": Barclays Bank PLC.

                  "BASE RATE": a rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to the greater of (a) the Corporate Base Rate in
effect on such day, and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability of the Administrative Agent to obtain sufficient
quotations in accordance with the terms hereof, the Base Rate shall be
determined without regard to clause (b) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist. Any
change in the Base Rate due to a change in the Corporate Base Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Corporate Base Rate or the Federal Funds Effective Rate,
respectively. The Administrative Agent will give notice promptly to the Company
and the Banks of changes in the Base Rate.

                  "BASE RATE LOAN": any Revolving Credit Loan bearing interest
at a rate determined by reference to the Base Rate in accordance with Section 2.

                  "BOFA": Bank of America, N.A.

                  "BORROWING": a group of Loans of a single type made by the
Banks (or, in the case of a Competitive Bid Borrowing, by the Bank or Banks
whose Competitive Bids have been accepted pursuant to subsection 2.3) on a
single date and as to which a single



<PAGE>

Interest Period is in effect.

                  "BORROWING DATE": a date on which a Borrowing is 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.

                  "CHASE": as defined in the preamble hereto.

                  "CITIBANK": Citibank, N.A.

                  "CLOSING DATE": the date on which the conditions precedent set
forth in subsection 4.1 are satisfied.

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

                  "COMMITMENT": as to any Bank, the obligation of such Bank to
make Revolving Credit Loans to the Company 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 the same may be increased from time to time
in accordance with subsection 2.1(c) or decreased or terminated from time to
time in accordance with subsection 2.8.

                  "COMMITMENT INCREASE SUPPLEMENT": as defined in subsection
2.1(c)(ii).


                  "COMMITMENT PERCENTAGE": as to any Bank at any time, the
percentage of the Aggregate Commitment then constituted by such Bank's
Commitment, or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Bank's
Loans then outstanding constitutes of the aggregate principal amount of the
Loans then outstanding.

                  "COMMITMENT PERIOD": the period from and including the date
hereof to but not including the Termination Date or such earlier date on which
the Aggregate Commitment shall terminate as provided herein.

                  "COMMITMENT TRANSFER SUPPLEMENT": as defined in subsection
9.6(c) hereto.


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

                  "COMPETITIVE BID": an offer by a Bank to make a Competitive
Bid Loan pursuant to subsection 2.3.

                  "COMPETITIVE BID ACCEPT/REJECT LETTER": a notification made by
the Company pursuant to subsection 2.3(d) in the form of Exhibit J.

                  "COMPETITIVE BID BORROWING": a Borrowing consisting of a
Competitive Bid


<PAGE>

Loan or concurrent Competitive Bid Loans from the Bank or Banks
whose Competitive Bids for such Borrowing have been accepted by the Company
under the bidding procedure described in subsection 2.3.

                  "COMPETITIVE BID LOAN": a Loan made by a Bank to the Company
pursuant to the bidding procedure described in subsection 2.3. Each Competitive
Bid Loan shall be a Eurodollar Competitive Bid Loan or a Fixed Rate Loan.

                  "COMPETITIVE BID MATURITY DATE": as to each Competitive Bid
Loan, the maturity date specified by the Company for such Competitive Bid Loan
in the related Competitive Bid Request.

                  "COMPETITIVE BID RATE": as to any Competitive Bid made by a
Bank pursuant to subsection 2.3(b), (i) in the case of a Eurodollar Competitive
Bid Loan, the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate
of interest offered by the Bank making such Competitive Bid.

                  "COMPETITIVE BID REQUEST": a request made pursuant to
subsection 2.3 in the form of Exhibit G.


                  "CONTINUING BANKS": as defined in subsection 2.7(a).

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

                  "CORPORATE BASE RATE": the rate of interest from time to time
announced by Chase at its principal office as its prime commercial lending rate.

                  "DEFAULT": any of the events specified in Section 7, whether
or not any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

                  "DKB": The Dai-Ichi Kangyo Bank, Limited.

                  "DOLLARS" and "$": dollars in lawful currency of the United
States.

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

                  "EURODOLLAR BORROWING": a Borrowing comprised of Eurodollar
Loans.

                  "EURODOLLAR COMPETITIVE BID BORROWING": a Borrowing comprised
of Eurodollar Competitive Bid Loans.

                  "EURODOLLAR COMPETITIVE BID LOAN": any Competitive Bid Loan
bearing interest at a rate determined by reference to the Eurodollar Rate in
accordance with the provisions of Section 2.


<PAGE>

                  "EURODOLLAR LOAN": any Eurodollar Competitive Bid Loan or
Eurodollar Revolving Credit Loan.

                  "EURODOLLAR RATE": with respect to each day during each
Interest Period pertaining to a 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 Working Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
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 the Company or, in the absence of such agreement, the
"EURODOLLAR RATE" shall instead be the rate per annum equal to the average
(rounded to the nearest 1/100th of 1%) of the respective rates notified to the
Administrative Agent by each of the Reference Banks as the rate at which such
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 such 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 REVOLVING CREDIT BORROWING": a Borrowing comprised
of Eurodollar Revolving Credit Loans.

                  "EURODOLLAR REVOLVING CREDIT LOAN": any Revolving Credit Loan
bearing interest at a rate determined by reference to the Eurodollar Rate in
accordance with the provisions of Section 2.

                  "EVENT OF DEFAULT": any of the events specified in Section 7,
PROVIDED that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

                  "EXISTING CREDIT AGREEMENTS": (i) $1,740,000,000 Third Amended
and Restated Credit Agreement, dated as of April 23, 1999, among the Company,
the lenders party thereto and The Chase Manhattan Bank, as administrative agent;
(ii) $1,535,000,000 Amended and Restated Credit Agreement, dated as of April 9,
1999, among AT&T Capital Corporation, Newcourt Credit Group, Inc., Newcourt
Credit Group USA Inc., the lenders party thereto and Morgan Guaranty Trust
Company of New York, as administrative agent; and (iii) $3,720,000,000 Amended
and Restated Credit Agreement, dated as of April 25, 1997, among the Company,
the lenders party thereto and The Chase Manhattan Bank, as administrative agent.

                  "EXTENSION NOTICE": as defined in subsection 2.7(a).

                  "FEDERAL FUNDS EFFECTIVE RATE": for any day, a rate per annum
equal to (i) the weighted average of the rates on overnight federal funds
transactions with members of


<PAGE>

the Federal Reserve System arranged by federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the preceding Business Day)
by the Federal Reserve Bank of New York; or (ii) if such rate is not so
published for any day which is a Business Day, the average of the quotations for
such day at approximately 10:00 A.M., New York City time, on such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it.

                  "FEE PAYMENT DATE": the last day of each calendar quarter,
commencing March 31, 2000, the Termination Date and the Maturity Date.

                  "FINANCING LEASE": any lease of property, real or personal,
the obligations of the lessee in respect of which are required in accordance
with GAAP to be capitalized on a balance sheet of the lessee.

                  "5-YEAR AGGREGATE COMMITMENT": the aggregate commitment of the
banks party to the 5-Year Credit Agreement to make loans to the Company pursuant
to the terms thereof.

                  "5-YEAR CREDIT AGREEMENT": the 5-Year Credit Agreement, dated
as of March 28, 2000, among the Company, the banks parties thereto, Barclays
Bank PLC, Bank of America, N.A., Citibank, N.A. and The Dai-Ichi Kangyo Bank,
Limited, as syndication agents, and Chase, as administrative agent.

                  "FIXED RATE BORROWING": a Borrowing comprised of Fixed Rate
Loans.

                  "FIXED RATE LOAN": any Competitive Bid Loan bearing interest
at a fixed percentage rate per annum (expressed in the form of a decimal to no
more than four decimal places) specified by the Bank making such Loan in its
Competitive Bid.

                  "GAAP": generally accepted accounting principles in the United
States in effect from time to time.

                  "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.

                  "HEDGING AGREEMENT": any swap, cap, collar, floor or other
hedging agreement in respect of interest rates or currency exchange rates. For
purposes of this Agreement, the amount of any obligations or liabilities in
respect of any Hedging Agreement shall be the amounts, including any termination
payments, that would be required to be paid to a counterparty upon early
termination (in accordance with customary industry standards) rather than any
notional amount with regard to which payments may be calculated.

                  "INCREASING BANK": as defined in subsection 2.1(c)(ii).

                  "INDEBTEDNESS": of a Person means such Person's (i)
obligations for borrowed money, (ii) obligations representing the deferred
purchase price of property or services other than accounts payable arising in
the ordinary course of such Person's business, (iii)


<PAGE>

obligations, whether or not assumed, secured by Liens on property now or
hereafter owned or acquired by such Person (other than carriers',
warehousemen's, mechanics', repairmen's or other like nonconsensual statutory
Liens arising in the ordinary course of business), (iv) obligations which are
evidenced by notes, acceptances, or other similar instruments, (v) capitalized
lease obligations, (vi) contingent obligations with respect to the Indebtedness
of another Person, including but not limited to the obligation or liability of
another which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes contingently
liable upon; PROVIDED that any Indebtedness owing by the Company to any of its
Subsidiaries or by any Subsidiary of the Company to the Company or by any
Subsidiary of the Company to any other Subsidiary of the Company or any
contingent obligation in respect thereof shall not constitute Indebtedness for
purposes of this Agreement, and (vii) obligations for which such Person is
obligated in respect of a letter of credit. For purposes of this Agreement,
Indebtedness shall not include (A) any indebtedness of such Person to the extent
(I) such indebtedness does not appear on the financial statement of such Person,
(II) such indebtedness is recourse only to certain assets of such Person, and
(III) the assets to which such indebtedness is recourse only appear on the
financial statements of such Person net of such indebtedness, or (B) any
indebtedness or other obligations issued by any Person (or by a trust or other
entity established by such Person or any of its affiliates) which are primarily
serviced by the cash flows of a discrete pool of receivables, leases or other
financial assets which have been sold or transferred by the Company or any
Subsidiary in securitization transactions which, in accordance with GAAP, are
accounted for as sales for financial reporting purposes. It is understood and
agreed that (1) the amount of any Indebtedness described in clause (iii) for
which recourse is limited to certain property of such Person shall be the lower
of (x) the amount of the obligation and (y) the fair market value of the
property of such Person securing such obligation, and (2) the amount of any
obligation described in clause (vi) shall be the lower of (x) the stated or
determinable amount of the primary obligation in respect of which such
contingent obligation is made, and (y) the maximum amount for which such Person
may be liable pursuant to the terms of the agreement embodying such contingent
obligation unless such primary obligation and the maximum amount for which such
Person may be liable are not stated or determinable, in which case the amount of
such contingent obligation shall be such Person's maximum, reasonably
anticipated liability in respect thereof as determined by such Person in good
faith.

                  "INSOLVENCY": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "INTEREST PAYMENT DATE": (a) as to any Base Rate Loan, the
last day of each calendar quarter during which such Loan is outstanding and the
Termination Date, and (b) as to any Loan other than a Base Rate Loan, the last
day of the Interest Period applicable thereto and, in the case of a Eurodollar
Loan with an Interest Period of more than three months, each day that would have
been an Interest Payment Date for such Loan had successive Interest Periods of
three months been applicable to such Loan and, in addition, the date the Company
converts any Loan into a Loan of a different Type or having a different Interest
Period.


<PAGE>

                  "INTEREST PERIOD": (a) with respect to any Eurodollar Loan,
(i) initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurodollar Loan and ending one, two, three or
six months thereafter, as selected by the Company in its notice of borrowing or
notice of conversion, as the case may be, given with respect thereto; and (ii)
thereafter in the case of a Eurodollar Revolving Credit Loan, each period
commencing on the last day of the next preceding Interest Period applicable to
such Eurodollar Loan and ending one, two, three or six months thereafter, as
selected by the Company by irrevocable notice to the Administrative Agent not
less than three Working Days prior to the last day of the then current Interest
Period with respect thereto; and

                  (b) with respect to any Fixed Rate Loan, the period commencing
on the date of such Loan and ending on the date specified in the Competitive
Bids in which the offer to make the Fixed Rate Loans comprising such Borrowing
were extended, which shall not be earlier than fifteen days after the date of
such Loan;

PROVIDED that all of the foregoing provisions relating to Interest Periods are
subject to the following:

                  (A) if any Interest Period pertaining to a Eurodollar Loan
would otherwise end on a day that is not a Working Day, such Interest Period
shall be extended to the next succeeding Working 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 Working
Day;

                  (B) any Interest Period that would otherwise extend beyond the
Maturity Date shall end on the Maturity Date; and

                  (C) any Interest Period pertaining to a Eurodollar Loan that
begins on the last Working 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 Working Day of a calendar month.

                  "LENDING INSTALLATION": any branch or office of any Bank
selected by such Bank to be a Lending Installation in accordance with subsection
2.22.

                  "LIEN": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement and any Financing Lease having substantially the same
economic effect as any of the foregoing).

                  "LOAN": a Competitive Bid Loan, or a Revolving Credit Loan,
whether made as a Eurodollar Loan, a Fixed Rate Loan or a Base Rate Loan, as
permitted hereby.

                  "LT RATING": the rating of senior, unsecured long-term
indebtedness for borrowed money of the Company, without third-party credit
enhancement.


<PAGE>

                  "MARGIN": as to any Eurodollar Competitive Bid Loan, the
margin (expressed as a percentage rate per annum in the form of a decimal to no
more than four decimal places) to be added to or subtracted from the Eurodollar
Rate to determine the interest rate applicable to such Loan, as specified in the
Competitive Bid relating to such Loan.

                  "MATERIAL ADVERSE EFFECT": (a) a material adverse effect on
the ability of the Company to perform its obligations under this Agreement
(other than any such material adverse effect arising as a result of a general
disruption in capital markets), or (b) a material adverse effect on the validity
or enforceability against the Company of this Agreement or the material rights
or remedies of the Administrative Agent or the Banks hereunder.

                  "MATURITY DATE": the first anniversary of the Termination Date
(as extended from time to time).

                  "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.

                  "NET WORTH": at any date of determination, total shareholders'
equity of the Company and its Subsidiaries on a consolidated basis determined in
accordance with Agreement Accounting Principles.

                  "NON-EXTENDING BANKS": as defined in subsection 2.7(a).

                  "OTHER BANK": as defined in subsection 2.1(c)(i).

                  "PARTICIPANT": as defined in subsection 9.6(b).

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

                  "PERSON": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

                  "PLAN": at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "REFERENCE BANKS": Chase, Barclays, BofA, Citibank and DKB.

                  "REGISTER": as defined in subsection 9.6(d).

                  "REGULATION U": Regulation U of the Board of Governors of the
Federal Reserve System.


<PAGE>

                  "REORGANIZATION": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

                  "REPORTABLE EVENT": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsection .23, .24, .26, .28 or .30 of PBGC Reg.ss.4043.

                  "REQUIRED BANKS": at a particular time, Banks whose Commitment
Percentages aggregate at least 51% or, if the Aggregate Commitment has been
terminated or for purposes of any decision to accelerate the Loans pursuant to
Section 7, Banks in the aggregate holding at least 51% of the aggregate unpaid
principal amount of the outstanding Loans.

                  "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 final determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any material portion of its property or to
which such Person or any material portion of its property is subject.

                  "RESPONSIBLE OFFICER": the chief executive officer, the vice
chairman, the president, any vice president of the Company or, with respect to
financial matters, (a) the chief financial officer of the Company, (b) the
treasurer of the Company, or (c) the controller of the Company.

                  "REVOLVING CREDIT BORROWING": a Borrowing consisting of
simultaneous Revolving Credit Loans from each of the Banks.

                  "REVOLVING CREDIT LOAN": a revolving credit loan made by a
Bank to the Company pursuant to subsection 2.1. Each Revolving Credit Loan shall
be a Eurodollar Revolving Credit Loan or a Base Rate Loan.

                  "SEC": the Securities and Exchange Commission and any
succeeding or analogous governmental body or agency.

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

                  "SIGNIFICANT SUBSIDIARIES": (i) any Subsidiary listed on
Schedule II attached hereto, and (ii) any other Subsidiary which fits the
definition of Significant Subsidiary contained in Rule 1-02 of Regulation S-X
promulgated by the SEC, other than a Subsidiary that is a special purpose entity
formed for the purpose of securitizing, selling for securitization or otherwise
facilitating the securitization of assets of the Company or any other
Subsidiary.

                  "SINGLE EMPLOYER PLAN": any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

                  "SUBSIDIARY": as to any Person, a corporation, partnership or
other entity of which


<PAGE>

shares of stock or other ownership interests having ordinary voting power (other
than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in
this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

                  "SYNDICATION AGENT": as defined in the preamble hereto.

                  "TERMINATION DATE": March 27, 2001, as such date may be
extended from time to time in accordance with subsection 2.7.

                  "TRANCHE": the collective reference to Loans or portions
thereof the Interest Periods with respect to all of which begin on the same date
and end on the same later date (whether or not such Loans shall originally have
been made on the same day).

                  "TRANSFER EFFECTIVE DATE": as defined in subsection 9.6(c)
hereto.

                  "TRANSFEREE": as defined in subsection 9.6(f).

                  "TYPE": when used in respect of any Loan or Borrowing, means
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, "Rate" shall include the
Eurodollar Rate, the Base Rate and any fixed rate.

                  "UNITED STATES": the United States of America.

                  "UTILIZATION FEE": as defined in subsection 2.6.

                  "WORKING DAY": any Business Day on which dealings in foreign
currencies and exchange between banks may be carried on in London, England.

                  1.2. OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise
specified therein, 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 the Company and
its Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 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,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.


<PAGE>

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.


                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1. COMMITMENTS. (a) Subject to the terms and conditions
hereof, each Bank severally agrees to make Revolving Credit Loans to the Company
from time to time during the Commitment Period in an aggregate principal amount
at any one time outstanding not to exceed the amount of such Bank's Commitment.
Notwithstanding anything to the contrary contained in this subsection 2.1, at no
time shall the sum of (A) the outstanding aggregate principal amount of all
Revolving Credit Loans made by all Banks plus (B) the outstanding aggregate
principal amount of all Competitive Bid Loans made by all Banks exceed the
Aggregate Commitment. During the Commitment Period the Company may borrow, pay
or prepay and reborrow hereunder, all in accordance with the terms and
conditions set forth in this Agreement.

                  (b) The Revolving Credit Loans may from time to time be
Eurodollar Revolving Credit Loans and/or Base Rate Loans, as determined by the
Company and notified to the Administrative Agent in accordance with subsections
2.2 and 2.10, PROVIDED that no Loan shall be made as a Eurodollar Revolving
Credit Loan after the day that is one month prior to the Termination Date.

                  (c) (i) Notwithstanding anything to the contrary contained in
this Agreement, the Company may request from time to time that the Aggregate
Facilities Commitment be increased by an amount not less than $50,000,000 or a
whole multiple of $10,000,000 in excess thereof, PROVIDED that (A) the Company
may only request such an increase once in any six-month period and in no event
shall the Aggregate Facilities Commitment exceed $10,000,000,000 and (B) the
Aggregate Commitment and the 5-Year Aggregate Commitment, if the 5-Year Credit
Agreement is in effect, shall be increased PRO RATA as a result of any such
request. Such increase in the Aggregate Commitment shall be effected as follows:
the Company may (I) request one or more of the Banks to increase the amount of
its Commitment (which request shall be in writing and sent to the Administrative
Agent to forward to such Bank or Banks) and/or (II) arrange for one or more
banks or financial institutions not a party hereto (an "OTHER BANK") to become
parties to and lenders under this Agreement, PROVIDED that (w) the Agent shall
have approved such Other Bank, which approval shall not be unreasonably
withheld, (x) the minimum Commitment of such Other Bank equals or exceeds
$15,000,000, (y) after giving effect to such increase, no Bank shall have a
Commitment hereunder which exceeds an amount equal to 20% of the Aggregate
Commitment and (z) each Bank (including each Increasing Bank and Additional
Bank) shall commit to make loans PRO RATA pursuant to this Agreement and the
5-Year Credit Agreement, if such agreement is in effect. In no event may any
Bank's Commitment be increased without the prior written consent of such Bank,
and the failure of any Bank to respond to the Company's request for an increase
shall be deemed a rejection by such Bank of the Company's request. The Aggregate
Commitment may not be increased if, at the time of any proposed increase
hereunder, a Default or Event of Default has occurred and is continuing, or
either of the Company's LT Ratings from Moody's or S&P are


<PAGE>

less than A3 or A-, respectively. Upon any request by the Company to increase
the Aggregate Commitment hereunder, the Company shall be deemed to have
represented and warranted on and as of the date of such request that no Default
or Event of Default has occurred and is continuing. Notwithstanding anything
contained in this Agreement to the contrary, no Bank shall have any obligation
whatsoever to increase the amount of its Commitment, and each Bank may at its
option, unconditionally and without cause, decline to increase its Commitment.

                      (ii) If any Bank is willing, in its sole and absolute
       discretion, to increase the amount of its Commitment hereunder (such a
       Bank hereinafter referred to as an "Increasing Bank"), it shall enter
       into a written agreement to that effect with the Company and the
       Administrative Agent, in form and substance reasonably satisfactory to
       the Administrative Agent (a "Commitment Increase Supplement"), which
       agreement shall specify, among other things, the amount of the increased
       Commitment of such Increasing Bank. Upon the effectiveness of such
       Increasing Bank's increase in Commitment, Schedule I hereto shall,
       without further action, be deemed to have been amended as appropriate to
       reflect the increased Commitment of such Increasing Bank. Any Other Bank
       which is willing to become a party hereto and a lender hereunder and that
       has been approved by the Agent (which approval shall not be unreasonably
       withheld) shall enter into a written agreement with the Company and the
       Administrative Agent, in form and substance reasonably satisfactory to
       the Administrative Agent (an "Additional Bank Agreement"), which
       agreement shall specify, among other things, its Commitment hereunder.
       When such Other Bank becomes a Bank hereunder as set forth in the
       Additional Bank Agreement, Schedule I shall, without further action, be
       deemed to have been amended as appropriate to reflect the Commitment of
       such Other Bank. Upon the execution by the Administrative Agent, the
       Company and such Other Bank of such Additional Bank Agreement, such Other
       Bank shall become and be deemed a party hereto and a "Bank" hereunder for
       all purposes hereof and shall enjoy all rights and assume all obligations
       on the part of the Banks set forth in this Agreement, and its Commitment
       shall be the amount specified in its Additional Bank Agreement. Each
       Other Bank which executes and delivers an Additional Bank Agreement and
       becomes a party hereto and a "Bank" hereunder pursuant to such Additional
       Bank Agreement is hereinafter referred to as an "Additional Bank."

                      (iii) In no event shall an increase in a Bank's Commitment
       or the Commitment of an Other Bank pursuant to this subsection 2.1(c)
       become effective until the Administrative Agent shall have received a
       favorable written opinion of counsel for the Company, addressed to the
       Banks, with respect to the matters set forth in paragraphs 2 and 3 of
       Exhibit B-1 as they relate to this Agreement and the borrowings hereunder
       after giving effect to the increase in the Aggregate Commitment resulting
       from the increase in such Bank's Commitment or the extension of a
       Commitment by such Other Bank. In no event shall an increase in a Bank's
       Commitment or the Commitment of an Other Bank which results in the
       Aggregate Commitment exceeding the amount which is authorized at such
       time in resolutions previously delivered to the Administrative Agent
       become effective until 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 or the Executive
       Committee of the Board of Directors of the Company authorizing the
       borrowings contemplated pursuant to such increase, certified by the


<PAGE>

       Secretary or an Assistant Secretary of the Company. Concurrently with the
       execution by an Increasing Bank of a Commitment Increase Supplement or by
       an Additional Bank of an Additional Bank Agreement, the Company shall
       make such borrowing from such Increasing Bank or Additional Bank, and/or
       shall make such prepayment of outstanding Revolving Credit Loans, as
       shall be required to cause the aggregate outstanding principal amount of
       Revolving Credit Loans owing to each Bank (including each such Increasing
       Bank and Additional Bank) to be proportional to such Bank's share of the
       Aggregate Commitment after giving effect to any increase thereof. The
       Company agrees to indemnify each Bank and to hold each Bank harmless from
       any loss or expense incurred as a result of any such prepayment in
       accordance with subsection 2.20, as applicable.

                      (iv) No Other Bank may become an Additional Bank unless
       the Administrative Agent and the Company consent (which consent of the
       Administrative Agent shall not be unreasonably withheld) thereto by
       executing the Additional Bank Agreement signed by such bank or financial
       institution (or counterparts thereof), but no consent of any of the other
       Banks hereunder shall be required therefor. In no event shall the
       Commitment of any Bank be increased by reason of any bank or financial
       institution becoming an Additional Bank, or otherwise, but the Aggregate
       Commitment shall be increased by the amount of each Additional Bank's
       Commitment. Upon any Bank entering into a Commitment Increase Supplement
       or any Additional Bank becoming a party hereto, the Administrative Agent
       shall notify each other Bank thereof and shall deliver to each Bank a
       copy of the Additional Bank Agreement executed by such Additional Bank
       and the Commitment Increase Supplement executed by such Increasing Bank.

                      (v) Notwithstanding anything to the contrary contained in
       this Agreement, the Aggregate Commitment shall be increased as a result
       of an increase in the 5-Year Aggregate Commitment pursuant to subsection
       2.1(c)(i) of the 5-Year Credit Agreement. Any such increase in the
       Aggregate Commitment shall be made in accordance with the requirements of
       this subsection 2.1(c).

                  2.2. REVOLVING CREDIT BORROWING PROCEDURE. Subject to the
terms and conditions hereof, the Company may request Revolving Credit Loans
during the Commitment Period on any Working Day, if all or any part of the
requested Revolving Credit Loans are to be initially Eurodollar Loans, or on any
Business Day, otherwise, provided that the Company shall give the Administrative
Agent irrevocable notice, substantially in the form of Exhibit F, (which notice
must be received by the Administrative Agent prior to 10:00 A.M., New York City
time, (a) three Working Days prior to the requested Borrowing Date, if all or
any part of the requested Loans are to be initially Eurodollar Revolving Credit
Loans or (b) on the Borrowing Date, otherwise), specifying (i) the amount to be
borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to
be of Eurodollar Revolving Credit Loans, Base Rate Loans or a combination
thereof and (iv) if the Borrowing is to be entirely or partly of Eurodollar
Revolving Credit Loans, the amount of such Type of Loan and the length of the
initial Interest Period therefor. Each Borrowing of Revolving Credit Loans shall
be in an amount equal to (x) in the case of Base Rate Loans, $25,000,000 or a
whole multiple of $5,000,000 in excess thereof (or, if the then Aggregate
Available Commitment is less than $25,000,000, such lesser amount) and (y) in
the case of Eurodollar Revolving Credit Loans, $25,000,000 or a whole multiple
of


<PAGE>

$5,000,000 in excess thereof. Upon receipt of any such notice from the Company,
the Administrative Agent shall promptly notify the Lending Installation of each
Bank thereof. Each Bank will make the amount of its pro rata share of each
Borrowing of Revolving Credit Loans available to the Administrative Agent at the
office of the Administrative Agent specified in subsection 9.2 prior to 11:00
A.M., New York City time, on the Borrowing Date requested by the Company in
funds immediately available to the Administrative Agent. The Administrative
Agent shall make the funds so received from the Banks immediately available to
the Company at the Administrative Agent's aforesaid address or to an account
designated by the Company.

                  2.3. COMPETITIVE BID BORROWING PROCEDURE. (a) To request
Competitive Bids, the Company shall deliver to the Administrative Agent a
Competitive Bid Request, substantially in the form of Exhibit G, to be received
by the Administrative Agent (i) in the case of a Eurodollar Competitive Bid
Borrowing, not later than 10:00 a.m, New York City time, four Working Days
before a proposed Competitive Bid Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m, New York City time, one Business Day before
a proposed Competitive Bid Borrowing. No Base Rate Loan shall be requested in,
or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that
does not conform substantially to the format of Exhibit G may be rejected in the
Administrative Agent's sole discretion, and the Administrative Agent shall
promptly notify the Company of such rejection by telecopier. Such request shall
in each case refer to this Agreement and specify (x) whether the Borrowing then
being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y)
the date of such Borrowing (which shall be a Business Day and, in the case of a
Eurodollar Competitive Bid Loan, a Working Day) and the aggregate principal
amount thereof, which shall be a minimum principal amount of $25,000,000 and in
an integral multiple of $5,000,000 (or an aggregate principal amount equal to
the remaining balance of the available Commitments) and which will not cause the
aggregate principal of all outstanding Loans to exceed the Aggregate Commitment,
and (z) the Interest Period with respect thereto (which may not end after the
Termination Date). The Competitive Bid Maturity Date for each Competitive Bid
Loan shall be the date set forth therefor in the relevant Competitive Bid
Request, which date shall be not less than fifteen days after the date of the
Competitive Bid Borrowing and, in any event, shall not be later than the
Termination Date. Promptly after its receipt of a Competitive Bid Request that
is not rejected as aforesaid, the Administrative Agent shall invite by
telecopier (in the form set forth in Exhibit H) the Banks to bid, on the terms
and conditions of this Agreement, to make Competitive Bid Loans pursuant to the
Competitive Bid Request.

                  (b) Each Bank may, in its sole discretion, make one or more
Competitive Bids to the Company responsive to a Competitive Bid Request. Each
Competitive Bid by a Bank must be received by the Administrative Agent via
telecopier, in the form of Exhibit I, (i) in the case of a Eurodollar
Competitive Bid Borrowing, not later than 9:30 a.m., New York City time, three
Working Days before a proposed Competitive Bid Borrowing and (ii) in the case of
a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the
Business Day of a proposed Competitive Bid Borrowing. Multiple bids will be
accepted by the Administrative Agent. Competitive Bids that do not conform
substantially to the format of Exhibit I may be rejected by the Administrative
Agent after conferring with, and upon the instruction of, the Company, and the
Administrative Agent shall notify the Bank making such nonconforming bid of such
rejection as soon as practicable. Each Competitive Bid shall refer to this
Agreement and specify (x) the principal amount (which shall be in a minimum
principal amount of $5,000,000


<PAGE>

and in integral multiples of $1,000,000, which may exceed such Bank's Commitment
and which may equal the entire principal amount of the Competitive Bid Borrowing
requested by the Company) of the Competitive Bid Loan or Loans that the
applicable Bank is willing to make to the Company, (y) the Competitive Bid Rate
or Rates at which such Bank is prepared to make the Competitive Bid Loan or
Loans and (z) the Interest Period and the last day thereof. A Competitive Bid
submitted by a Bank pursuant to this paragraph (b) shall be irrevocable.

                  (c) The Administrative Agent shall promptly notify the Company
by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the
principal amount of each Competitive Bid Loan in respect of which a Competitive
Bid was made and the identity of the Bank that made each bid. The Administrative
Agent shall send a copy of all Competitive Bids (or a summary of such bids) to
the Company for its records as soon as practicable after completion of the
bidding process set forth in this subsection 2.3.

                  (d) The Company may in its sole and absolute discretion,
subject only to the provisions of this paragraph (d), accept or reject any
Competitive Bid referred to in paragraph (c) above. The Company shall notify the
Administrative Agent by telephone, confirmed by telecopier in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it has decided
to accept or reject any or all of the bids referred to in paragraph (c) above,
(x) in the case of a Eurodollar Competitive Bid Borrowing, not later than 10:30
a.m., New York City time, three Business Days before a proposed Competitive Bid
Borrowing and (y) in the case of a Fixed Rate Borrowing, not later than 10:30
a.m., New York City time, on the day of a proposed Competitive Bid Borrowing;
PROVIDED, HOWEVER, that (i) the failure by the Company to give such notice shall
be deemed to be a rejection of all the bids referred to in paragraph (c) above,
(ii) the Company shall not accept a bid made at a particular Competitive Bid
Rate if the Company has decided to reject a bid made at a lower Competitive Bid
Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Company
shall not exceed the principal amount specified in the Competitive Bid Request,
(iv) if the Company shall accept a bid or bids made at a particular Competitive
Bid Rate and such bid or bids would cause the total amount of accepted bids to
exceed the amount specified in the Competitive Bid Request, then the aggregate
amount of the bids made at such Competitive Bid Rates shall be reduced ratably
as necessary to eliminate such excess, and (v) except pursuant to clause (iv)
above, no bid shall be accepted for a Competitive Bid Loan unless such
Competitive Bid Loan is in a minimum principal amount of $5,000,000 and an
integral multiple of $1,000,000; PROVIDED FURTHER, HOWEVER, that if a
Competitive Bid Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Bid Loan may be for a minimum
of $1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple bids at a particular
Competitive Bid Rate pursuant to clause (iv) the amount shall be rounded to
integral multiples of $1,000,000 in a manner which shall be in the discretion of
the Company. A notice given by the Company pursuant to this paragraph (d) shall
be irrevocable.

                  (e) The Administrative Agent shall promptly notify each
bidding Bank whether or not its Competitive Bid has been accepted (and if so, in
what amount and at what Competitive Bid Rate) by telecopy sent by the
Administrative Agent, and each successful bidder will thereupon become bound,
subject to the other applicable conditions hereof, to make the Competitive Bid
Loan in respect of which its bid has been accepted.


<PAGE>

                  (f) A Competitive Bid Request shall not be made within two
Business Days after the date of any previous Competitive Bid Request.

                  (g) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Bank, it shall submit such bid directly to
the Company one quarter of an hour earlier than the latest time at which the
other Banks are required to submit their bids to the Administrative Agent
pursuant to paragraph (b) above.

                  (h) All notices required by this subsection 2.3 shall be given
in accordance with subsection 9.2.

                  2.4. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Company
unconditionally promises to pay to the Administrative Agent for the account of
the relevant Bank (i) on the Maturity Date (or such earlier date as the Loans
become due and payable pursuant to subsection 2.9 or Section 7), the unpaid
principal amount of each Revolving Credit Loan made to it by such Bank, and (ii)
on the last day of the Interest Period thereof, the unpaid principal amount of
each Competitive Bid Loan made to it by such Bank. The Company shall have no
right to prepay any principal of any Competitive Bid Loan. The Company further
agrees to pay interest in immediately available funds at the office of the
Administrative Agent on the unpaid principal amount of the Loans from time to
time from the date hereof until payment in full thereof at the rates per annum,
and on the dates, set forth in subsection 2.13.

                  (b) Each Bank shall maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of the Company to
such Bank resulting from the Loans made by such Bank to the Company, including
the amounts of principal and interest payable and paid to such Bank from time to
time hereunder.

                  (c) The Administrative Agent shall maintain the Register
pursuant to subsection 9.6(d), and a subaccount for each Bank, in which Register
and subaccounts (taken together) shall be recorded (i) the amount of each Loan
made hereunder, whether such Loan is a Revolving Credit Loan or a Competitive
Bid Loan, the Type of each Loan made and the Interest Period or maturity date
(if any) applicable thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Company to each Bank hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder
from the Company and each Bank's share thereof.

                  (d) The entries made in the Register and the accounts
maintained pursuant to paragraphs (b) and (c) of this subsection shall be prima
facie evidence of the items contained therein; PROVIDED, HOWEVER, that the
failure of any Bank or the Administrative 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 the Company to repay (with applicable
interest) the Loan made to the Company by such Bank in accordance with the terms
of this Agreement.

                  (e) If requested by any Bank for purposes of subsection
9.6(g), the Company shall execute and deliver, at the Company's expense, to such
Bank (and deliver a copy thereof to the Administrative Agent) one or more
promissory notes evidencing the Loans owing to such


<PAGE>

Bank pursuant to this Agreement. Any such note shall be substantially in the
form of Exhibit A-1, or A-2, as applicable, and shall be entitled to all of the
rights and benefits of this Agreement.

                  2.5. FACILITY FEE; ADMINISTRATIVE AGENT'S FEE. (a) The Company
agrees to pay to the Administrative Agent for the account of each Bank a
non-refundable facility fee at the Applicable Facility Fee Rate per annum (i) on
the daily average amount of such Bank's Commitment (whether borrowed or
unborrowed) from and including the date hereof to and excluding the Termination
Date and (ii) on the daily average amount of each Bank's outstanding Loans from
and including the Termination Date to and excluding the Maturity Date, in each
case payable quarterly in arrears and on each Fee Payment Date.

                  (b) The Company will pay to the Administrative Agent, for its
own account, an agent's fee equal to the amount agreed upon in writing between
the Company and the Administrative Agent, payable to the Administrative Agent in
such manner as the Company and the Administrative Agent may agree. Each Bank
acknowledges that the Administrative Agent is being paid certain other fees for
its own account in connection with the financing pursuant to this Agreement in
addition to the fees described in this Agreement.

                  2.6. UTILIZATION FEE. If the average daily aggregate principal
amount of the Loans outstanding for the calendar quarter preceding a Fee Payment
Date (or such shorter period beginning with the date hereof or ending with the
Maturity Date) is in excess of 50% of the average daily Aggregate Commitment for
such calendar quarter or period (or, in the case of any period after the
Termination Date, 50% of the Aggregate Commitment immediately prior to the
Termination Date), the Company agrees to pay to the Administrative Agent for the
account of the Banks a non-refundable utilization fee (the "Utilization Fee") at
the Applicable Utilization Fee Rate on such average daily aggregate principal
amount of the Loans during such calendar quarter (or shorter period), payable in
arrears on each Fee Payment Date.

                  2.7. EXTENSION OF TERMINATION DATE. (a) The Company may, by
written notice to the Administrative Agent (such notice being an "Extension
Notice") given no earlier than sixty days and no later than forty-five days
prior to the Termination Date, request the Banks to consider an extension of the
then applicable Termination Date to a date 364 days after the then applicable
Termination Date. The Administrative Agent shall promptly transmit any Extension
Notice to each Bank. Each Bank shall notify the Administrative Agent whether it
wishes to extend the then applicable Termination Date no earlier than thirty
days, and no later than twenty days, prior to such Termination Date, and any
such notice given by a Bank to the Administrative Agent, once given, shall be
irrevocable as to such Bank. Any Bank which does not expressly notify the
Administrative Agent prior to such twenty day period that it wishes to so extend
the then applicable Termination Date shall be deemed to have rejected the
Company's request for extension of such Termination Date. Banks consenting to
extend the then applicable Termination Date are hereinafter referred to as
"Continuing Banks", and Banks declining to consent to extend such Termination
Date (or Banks deemed to have so declined) are hereinafter referred to as
"Non-Extending Banks". If the Required Banks have elected (in their sole and
absolute discretion) to so extend the Termination Date, the Administrative Agent
shall notify the Company of such election by such Required Banks no later than
fifteen days prior to such Termination Date, and effective on the date of such
notice by the Administrative Agent to the Company, the Termination Date shall be
automatically and immediately so extended. No


<PAGE>

extension will be permitted hereunder without the consent of the Required Banks
and in no event shall the Termination Date be extended beyond March 23, 2005.
Upon the delivery of an Extension Notice and upon the extension of the
Termination Date pursuant to this subsection 2.7, the Company shall be deemed to
have represented and warranted on and as of the date of such Extension Notice
and the effective date of such extension, as the case may be, that no Default or
Event of Default has occurred and is continuing. Notwithstanding anything
contained in this Agreement to the contrary, no Bank shall have any obligation
to extend the Termination Date, and each Bank may at its option, unconditionally
and without cause, decline to extend the Termination Date.

                  (b) If the Termination Date shall have been extended in
accordance with subsection 2.7(a), all references herein to the "Termination
Date" shall refer to the Termination Date as so extended.

                  (c) If any Bank shall determine not to extend the Termination
Date as requested by any Extension Notice given by the Company pursuant to
subsection 2.7(a), the Commitment of such Bank shall terminate on the
Termination Date without giving any effect to such proposed extension, and the
Company shall on such date pay to the Administrative Agent, for the account of
such Bank, the principal amount of, and accrued interest on, such Bank's Loans,
together with any amounts payable to such Bank pursuant to subsection 2.20 and
any fees or other amounts owing to such Bank under this Agreement; PROVIDED that
if the Company has replaced such Non-Extending Bank pursuant to subsection
2.7(d) below then the provisions of such subsection shall apply. The Aggregate
Commitment shall be reduced by the amount of the Commitment of such
Non-Extending Bank to the extent the Commitment of such Non-Extending Bank has
NOT been transferred to one or more Continuing Banks pursuant to subsection
2.7(d) below.

                  (d) A Non-Extending Bank shall be obligated, at the request of
the Company and subject to payment by the Company to the Administrative Agent
for the account of such Non-Extending Bank the principal amount of, and accrued
interest on, such Bank's Loans, together with any amounts payable to such Bank
pursuant to subsection 2.20 and any fees or other amounts owing to such Bank
under this Agreement, to transfer without recourse, representation, warranty
(other than good title to its Loans) or expense to such Non-Extending Bank, at
any time prior to the Termination Date applicable to such Non-Extending Bank,
all of its rights and obligations hereunder to another financial institution or
group of financial institutions nominated by the Company and willing to
participate in the facility in the place of such Non-Extending Bank; PROVIDED
that, if such transferee is not a Bank, such transferee(s) satisfies all the
requirements of this Agreement and the Administrative Agent shall have consented
to such transfer, which consent shall not be unreasonably withheld. Each such
transferee shall become a Continuing Bank hereunder in replacement of the
Non-Extending Bank and shall enjoy all rights and assume all obligations on the
part of the Banks set forth in this Agreement. Simultaneously with such
transfer, each such transferee shall execute and deliver to the Administrative
Agent a written agreement assuming all obligations of the Non-Extending Bank it
is replacing set forth in this Agreement, which agreement shall be reasonably
satisfactory in form and substance to the Administrative Agent.


<PAGE>

                  (e) If the Termination Date shall have been extended in
respect of Continuing Banks in accordance with subsection 2.7(a), any notice of
borrowing pursuant to subsection 2.2 or 2.3 specifying a Borrowing Date
occurring after the Termination Date applicable to a Non-Extending Bank or
requesting an Interest Period extending beyond such date shall (a) have no
effect in respect of such Non-Extending Bank and (b) not specify a requested
aggregate principal amount exceeding the Aggregate Available Commitment
(calculated on the basis of the Commitments of the Continuing Banks).

                  2.8. TERMINATION OR REDUCTION OF COMMITMENTS. The Company
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the Aggregate Commitment or, from time to
time, to reduce the amount of the Aggregate Commitment, provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments made in respect of the Loans on the effective date of such
termination or reduction, (i) the aggregate principal amount of the Loans then
outstanding would exceed the Aggregate Commitment then in effect and (ii) the
proportion of the Aggregate Commitment in relation to the 5-Year Aggregate
Commitment, if the 5-Year Credit Agreement is in effect, shall differ from such
proportion on the Closing Date. Any such reduction shall be in an amount equal
to $10,000,000 or a whole multiple of $1,000,000 in excess thereof and shall
reduce permanently the Commitments then in effect.

                  2.9. OPTIONAL PREPAYMENTS OF REVOLVING CREDIT LOANS. The
Company may at any time and from time to time prepay the Revolving Credit Loans,
in whole or in part, without premium or penalty, upon at least two Business
Days' irrevocable notice to the Administrative Agent, specifying the date and
amount of prepayment and whether the prepayment is of Base Rate Loans,
Eurodollar Revolving Credit Loans or a combination thereof, and, if of a
combination thereof, the amount allocable to each. If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to such date on the amount
prepaid. Partial prepayments shall be in an aggregate principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Prepayments made
in respect of any Eurodollar Loans on any day other than the last day of the
applicable Interest Period shall be accompanied by amounts, if any, payable
pursuant to subsection 2.20(d). The Company shall not have the right to prepay
any Competitive Bid Borrowing.

                  2.10. CONVERSION AND CONTINUATION OPTIONS. (a) The Company may
elect from time to time to convert Eurodollar Revolving Credit Loans to Base
Rate Loans by giving the Administrative Agent at least one Business Day's prior
irrevocable notice of such election, provided that any such conversion of
Eurodollar Revolving Credit Loans may only be made on the last day of an
Interest Period with respect thereto. The Company may elect from time to time to
convert Base Rate Loans to Eurodollar Revolving Credit Loans by giving the
Administrative Agent at least three Working Days' prior irrevocable notice of
such election. Any such notice of conversion to Eurodollar Revolving Credit
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of such notice the Administrative Agent shall
promptly notify each Bank thereof. All or any part of outstanding Eurodollar
Revolving Credit Loans and Base Rate Loans may be converted as provided herein,
provided that (i) no Loan may be converted into a Eurodollar Revolving Credit
Loan when any Event of Default has occurred and is continuing unless the
Administrative Agent or the Required Banks have determined that


<PAGE>

such a conversion is appropriate, (ii) any such conversion may only be made if,
after giving effect thereto, subsection 2.12 shall not have been contravened and
(iii) no Revolving Credit Loan may be converted into a Eurodollar Revolving
Credit Loan after the date that is one month prior to the Maturity Date.

                  (b) Any Eurodollar Revolving Credit Loans may be continued as
such upon the expiration of the then current Interest Period with respect
thereto by the Company giving notice to the Administrative Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
subsection 1.1, of the length of the next Interest Period to be applicable to
such Loans, PROVIDED that no Eurodollar Revolving Credit Loan may be continued
as such (i) when any Event of Default has occurred and is continuing and the
Administrative Agent or the Required Banks have determined that such a
continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 2.12 would be contravened or (iii) after the date that is one month
prior to the Maturity Date. If the Company 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.

                  2.11. APPLICABLE INTEREST RATE MARGINS, FACILITY FEE RATE AND
UTILIZATION FEE. The Applicable Eurodollar Margin, the Applicable Facility Fee
Rate and the Applicable Utilization Fee Rate (the Applicable Eurodollar Margin,
the Applicable Facility Fee Rate and the Applicable Utilization Fee Rate,
individually or collectively, the "Applicable Margin" or "Applicable Rate")
shall be equal to the percentage per annum set forth below.

                  Applicable Margin (Eurodollar Loans)       .23%
                  Applicable Facility Fee Rate               .07%
                  Applicable Utilization Fee Rate            .05%


As provided in subsection 2.13(b), an applicable margin shall not be added to
Base Rate Loans.

                  2.12. MINIMUM AMOUNTS OF TRANCHES. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Tranche shall be equal to $25,000,000 or a whole multiple of
$5,000,000 in excess thereof.

                  2.13. INTEREST RATES AND PAYMENT DATES. (a) The Loans
comprising each Eurodollar Borrowing shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to (i) in
the case of each Eurodollar Revolving Credit Loan, the Eurodollar Rate for the
Interest Period in effect for such Borrowing plus the Applicable Margin and (ii)
in the case of each Eurodollar Competitive Bid Loan, the Eurodollar Rate for the
Interest Period in effect for such Borrowing plus the Margin offered by the Bank
making such Loan and accepted by the Company pursuant to subsection 2.3.

                  (b) Each Base Rate Loan shall bear interest for each day
during which such Base Rate Loan is outstanding at a rate per annum equal to the
Base Rate.


<PAGE>

                  (c) Each Fixed Rate Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the fixed rate of interest offered by the Bank making such Loan and accepted by
the Company pursuant to subsection 2.3.

                  (d) If all or a portion of (i) the principal amount of any
Loan or (ii) any interest payable thereon, any fee or any other amount payable
pursuant to the terms of this Agreement (other than attorneys' fees incurred in
connection with the enforcement of the terms hereof) 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 subsection plus 2% or (y) in the case of any
overdue interest, fee or other amount, the rate described in paragraph (b) of
this subsection plus 2%, in each case from the date of such non-payment until
such amount is paid in full (after as well as before judgment).

                  (e) Interest on each Loan shall be payable in arrears on each
Interest Payment Date applicable to such Loan, the Maturity Date and upon any
prepayment of such Loan, PROVIDED that interest accruing pursuant to paragraph
(d) of this subsection shall be payable on demand.

                  2.14. COMPUTATION OF INTEREST AND FEES. (a) Interest on Base
Rate Loans shall be calculated on the basis of a 365- (or 366-, as the case may
be) day year for the actual days elapsed. Interest on Eurodollar Loans, Fixed
Rate Loans and all fees shall be calculated on the basis of a 360-day year for
the actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Company and the Banks of each determination of a Eurodollar Rate. Any
change in the interest rate on a Loan resulting from a change in the Base Rate
shall become effective as of the opening of business on the day on which such
change in the Base Rate is announced. The Administrative Agent shall as soon as
practicable notify the Company and the Banks of the effective date and the
amount of each such change in interest rate. Notwithstanding anything to the
contrary in this Agreement, interest paid or becoming due hereunder shall in no
event exceed the maximum rate permitted by applicable law.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Company and the Banks in the absence of manifest
error. The Administrative Agent shall, at the request of the Company, deliver to
the Company a statement showing the quotations used by the Administrative Agent
in determining any interest rate pursuant to subsection 2.13.

                  (c) If any Reference Bank's Commitment shall terminate or all
its Loans shall be assigned 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 only be one Reference Bank remaining, the Administrative Agent
(after consultation with the Company and the Banks) shall, by notice to the
Company and the Banks, designate another Bank acceptable to the Company, as a
Reference Bank so that there shall at all times be at least two Reference Banks.

                  (d) Each Reference Bank shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby. If any
of the Reference Banks shall be unable or shall otherwise fail to supply such
rates to the Administrative Agent upon its


<PAGE>

request, the rate of interest shall, subject to the provisions of subsection
2.15, be determined on the basis of the quotations of the remaining Reference
Banks or Reference Bank.

                  2.15. INABILITY TO DETERMINE INTEREST RATE. In the event that
prior to the first day of any Interest Period the Administrative Agent shall
have determined (which determination shall be conclusive and binding upon the
Company) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period, the Administrative Agent shall give telex, telecopy or
telephonic notice thereof to the Company and the Banks as soon as practicable
thereafter. If such notice is given (x) any Eurodollar Loans (including any
Eurodollar Competitive Bid Loan) requested to be made on the first day of such
Interest Period shall be made as Base Rate Loans, (y) any Loans that were to
have been converted on the first day of such Interest Period to Eurodollar Loans
shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans
shall be converted on the first day of such Interest Period to Base Rate Loans.
Until such notice has been withdrawn by the Administrative Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall the Company have
the right to convert Loans to Eurodollar Loans.

                  2.16. PRO RATA TREATMENT AND PAYMENTS. (a) Each Revolving
Credit Borrowing by the Company from the Banks hereunder, each payment by the
Company on account of any fee hereunder and, except as contemplated by
subsections 2.1(c)(iii), 2.7(c), 2.21, 2.23 and 2.24 any reduction of the
Commitments of the Banks shall be made pro rata according to the respective
Commitment Percentages of the Banks. Except as contemplated by subsections
2.1(c)(iii), 2.7(c), 2.21, 2.23 and 2.24, each payment (including each
prepayment) by the Company on account of principal of and interest on the
Revolving Credit Loans shall be made pro rata according to the respective
outstanding principal amounts of the Revolving Credit Loans then held by the
Banks. Each payment of principal of any Competitive Bid Borrowing shall be
allocated pro rata among the Banks participating in such Borrowing in accordance
with the respective principal amounts of their outstanding Competitive Bid Loans
comprising such Borrowing. Each payment of interest on any Competitive Bid
Borrowing shall be allocated pro rata among the Banks participating in such
Borrowing in accordance with the respective amounts of accrued and unpaid
interest on their outstanding Competitive Bid Loans comprising such Borrowing.
Each Bank agrees that in computing such Bank's portion of any Borrowing to be
made hereunder, the Administrative Agent may, in its discretion, round each
Bank's percentage of such Borrowing to the next higher or lower whole dollar
amount. All payments (including prepayments) to be made by the Company
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without set off or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Banks, at the Administrative Agent's office specified in
subsection 9.2, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lending Installation
of the Banks promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a Eurodollar Loan becomes due and payable on a day other than a
Working Day, the maturity thereof shall be extended to the next succeeding
Working Day unless the result of such extension would be to extend such


<PAGE>

payment into another calendar month, in which event such payment shall be made
on the immediately preceding Working Day.

                  (b) Unless the Administrative Agent shall have been notified
in writing by any Bank prior to a Borrowing Date that such Bank will not make
the amount that would constitute its Commitment Percentage of the Borrowing on
such date available to the Administrative Agent, the Administrative Agent may
assume that such Bank has made such amount available to the Administrative Agent
on such Borrowing Date, and the Administrative Agent may, in reliance upon such
assumption, make available to the Company a corresponding amount. If such amount
is made available to the Administrative Agent on a date after such Borrowing
Date, such Bank shall pay to the Administrative Agent on demand an amount equal
to the product of (i) the daily average Federal funds rate during such period as
quoted by the Administrative Agent, times (ii) the amount of such Bank's
Commitment Percentage of such Borrowing, times (iii) a fraction the numerator of
which is the number of days that elapse from and including such Borrowing Date
to the date on which such Bank's Commitment Percentage of such Borrowing shall
have become immediately available to the Administrative Agent and the
denominator of which is 360. A certificate of the Administrative Agent submitted
to any Bank with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Bank's Commitment
Percentage of such Borrowing is not in fact made available to the Administrative
Agent by such Bank within three Business Days of such Borrowing Date, the
Administrative Agent shall notify the Company of such Bank's failure to fund,
and shall be entitled to recover such amount with interest thereon at the rate
per annum applicable to Base Rate Loans hereunder, on demand, from the Company.

                  2.17. ILLEGALITY. Notwithstanding any other provision herein,
if any change in any Requirement of Law or in the interpretation or application
thereof shall make it unlawful for any Bank to make or maintain Eurodollar Loans
as contemplated by this Agreement, (a) the commitment of such Bank hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate
Loans to Eurodollar Loans shall forthwith be canceled, (b) the Loans of such
Bank then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Base Rate Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as
required by law and (c) such Bank shall promptly notify the Administrative Agent
of any such cancellation and conversion pursuant to this subsection 2.17.

                  2.18. REQUIREMENTS OF LAW. (a) In the event that after the
date hereof any change in any Requirement of Law or in the interpretation or
application thereof by any Governmental Authority charged with the
administration or interpretation thereof or compliance by any Bank or the
Lending Installation of any Bank with any request or directive (whether or not
having the force of law) from any such Governmental Authority made subsequent to
the date hereof:

                      (i) shall subject any Bank or the Lending Installation of
       any Bank to any tax of any kind whatsoever with respect to this Agreement
       or any Eurodollar Loan or Fixed Rate Loan made by it, or change the basis
       of taxation of payments to such Bank or the Lending Installation of such
       Bank in respect thereof (except for taxes covered by


<PAGE>

       subsection 2.19 and changes in the rate of tax on the net income of such
       Bank or the Lending Installation of such Bank);

                      (ii) shall impose, modify or hold applicable any reserve,
       special deposit, compulsory loan or similar requirement against assets
       held by, deposits or other liabilities in or for the account of,
       advances, loans or other extensions of credit by, or any other
       acquisition of funds by, any office of such Bank or the Lending
       Installation of such Bank which is not otherwise included in the
       determination of interest on the Eurodollar Rate Loans or Fixed Rate
       Loans hereunder; or

                      (iii) shall impose on such Bank or the Lending
       Installation of such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank or
the Lending Installation of such Bank, by an amount which such Bank deems to be
material, of making, converting into, continuing or maintaining any Eurodollar
Loan or Fixed Rate Loan or to reduce any amount receivable hereunder in respect
thereof then, in any such case, the Company shall pay such Bank, within 30 days
after its demand, any additional amounts necessary to compensate such Bank for
such increased cost or reduced amount receivable. If any Bank becomes entitled
to claim any additional amounts pursuant to this subsection, it shall promptly
notify the Company, through the Administrative Agent, of the event by reason of
which it has become so entitled. A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Bank, through the
Administrative Agent, to the Company shall set forth, in reasonable detail, the
basis for such claim and the method of computation thereof and be conclusive in
the absence of manifest error. This covenant shall survive the termination of
this Agreement and the payment of all other amounts payable hereunder.
Notwithstanding the foregoing, no Bank shall be entitled to request compensation
under this Section with respect to any Competitive Bid Loan if it shall have
been aware of the change giving rise to such request at the time of submission
of such Bank's Competitive Bid pursuant to which such Competitive Loan shall
have been made.

                  (b) In the event that any Bank shall have determined that any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Bank or the Lending
Installation of such Bank or any corporation controlling such Bank with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any Governmental Authority, in each case, made subsequent to the
date hereof, does or shall have the effect of reducing the rate of return on
such Bank's, such Lending Installation's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Bank,
such Lending Installation or such corporation could have achieved but for such
change or compliance (taking into consideration such Bank's, such Lending
Installation's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Bank to be material, then from time to time, after
submission by such Bank to the Company of a written request therefor, the
Company shall pay to such Bank within 90 days after demand such additional
amount or amounts as will compensate such Bank for such reduction. Each such
request shall be accompanied by such information in respect of the basis for the
claim made thereby and the method of computation thereof as such Bank shall at
the time customarily provide to other borrowers deemed by it to be similarly
situated. This covenant shall


<PAGE>

survive the termination of this Agreement and the payment of all other amounts
payable hereunder.

                  (c) Each Bank, through the Administrative Agent, will promptly
notify the Company of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Bank to compensation pursuant to this
subsection. Notwithstanding the foregoing, no Bank shall be entitled to any
compensation described in this Section unless, at the time it requests such
compensation, it is the policy or general practice of such Bank to request
compensation for comparable costs in similar circumstances under comparable
provisions of other credit agreements for comparable customers (as determined by
such Bank) unless specific facts or circumstances applicable to the Company or
the transactions contemplated by this Agreement would alter such policy or
general practice. If any Bank fails to give the notice described in subsection
2.18(c) within 90 days after it obtains such actual knowledge of the event
required to be described in such notice, such Bank shall, with respect to any
compensation that would otherwise be owing to such Bank under this subsection
2.18, only be entitled to payment for increased costs incurred from and after
the date that such Bank does give such notice. If the Company shall reimburse
any Bank pursuant to this Section for any cost and such Bank shall subsequently
receive a refund in respect thereof, such Bank shall so notify the Company and,
upon its request, will pay to the Company the portion of such refund that such
Bank shall determine in good faith to be allocable to the costs so reimbursed.

                  2.19. Taxes. (a).......All payments made by the Company under
this Agreement shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding, in the case of the Administrative Agent and
each Bank, taxes based on or measured by net income imposed on the
Administrative Agent or such Bank, as the case may be, as a result of a present
or former connection between the jurisdiction of the government or taxing
authority imposing such tax and the Administrative Agent or such Bank (excluding
a connection arising solely from the Administrative Agent or such Bank having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement) or any political subdivision or taxing authority
thereof or therein (all such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions and withholdings being hereinafter called "Taxes"). If
any Taxes are required to be withheld from any amounts payable to the
Administrative Agent or any Bank hereunder, the amounts so payable to the
Administrative Agent or such Bank shall be increased to the extent necessary to
yield to the Administrative Agent or such Bank (after payment of all Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement; provided, however, that the Company shall
not be required to increase any amounts payable to any Non-U.S. Lender (as
defined in subsection 2.19(b)) with respect to any Taxes that would not have
been imposed but for such Non-U.S. Lender's failure to provide to the Company
the Internal Revenue Service Forms required to be provided to the Company
pursuant to subsection 2.19(b). Whenever any Taxes are payable by the Company,
promptly thereafter the Company shall send to the Administrative Agent for its
own account or for the account of such Bank, as the case may be, a certified
copy of an original official receipt received by the Company showing payment
thereof. If such evidence of payment is unavailable, other evidence of such
payment, satisfactory to the Administrative Agent, shall be provided by the
Company. If the Company


<PAGE>

fails to pay any Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, the Company shall indemnify the Administrative Agent and
the Banks for any incremental taxes, interest or penalties that may become
payable by the Administrative Agent or any Bank as a result of any such failure.

                  (b) Each Bank represents and warrants to the Company that
under currently applicable law and treaties no Taxes will be required to be
withheld by the Company with respect to any payments to be made to such Bank
hereunder. Each Bank that is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (each,
a "NON-U.S. LENDER") agrees to deliver to the Company and the Administrative
Agent on or prior to the Closing Date or, in the case of a Non-U.S. Lender that
is an assignee or transferee of, or purchaser of a participation in, an interest
under this Agreement pursuant to subsection 9.6 (unless such Non-U.S. Lender was
already a Bank hereunder immediately prior to such assignment or transfer), on
the date of such assignment or transfer to such Non-U.S. Lender, (i) two (2)
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI or Form W-8BEN (or successor forms) certifying that such Non-U.S. Lender
is entitled as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement, or
(ii) if such Non-U.S. Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form
W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax
treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit K (any such certificate, an "EXEMPTION
CERTIFICATE"), and (y) two (2) accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (with respect to the portfolio interest
exemption) (or successor form) certifying that such Non-U.S. Lender is entitled
as of such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement. In addition,
each Non-U.S. Lender agrees that from time to time after the Closing Date, when
the passage of time or a change in facts or circumstances renders the previous
certification obsolete or inaccurate in any material respect, such Non-U.S.
Lender will deliver to the Company and the Administrative Agent two (2) new
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI, Form W-8BEN (with respect to a complete exemption under an income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and
an Exemption Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish that such Non-U.S. Lender is entitled
to a continued exemption from United States withholding tax with respect to
payments under this Agreement, or such Non-U.S. Lender shall immediately notify
the Company and the Administrative Agent of its inability to deliver any such
form or Exemption Certificate, in which case such Non-U.S. Lender shall not be
required to deliver any such form or Exemption Certificate. Notwithstanding
anything to the contrary contained in this subsection 2.19, the Company agrees
to pay any additional amounts and to indemnify each Non-U.S. Lender in the
manner set forth in subsection 2.19(a) in respect of any United States Taxes
deducted or withheld by them if such Taxes would not have been deducted or
withheld but for any change after the Closing Date in any applicable law,
treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof.


<PAGE>

                  (c) If any Bank (or Transferee) or the Administrative Agent
shall become aware that it is entitled to receive a refund or credit (such
credit to include any increase in any foreign tax credit) as a result of Taxes
(including any penalties or interest with respect thereto) as to which it has
been indemnified by the Company pursuant to this subsection 2.19, it shall
promptly notify the Company of the availability of such refund or credit and
shall, within 30 days after receipt of a request by the Company, apply for such
refund or credit at the Company's expense, and in the case of any application
for such refund or credit by the Company, shall, if legally able to do so,
deliver to the Company such certificates, forms or other documentation as may be
reasonably necessary to assist the Company in such application. If any Bank (or
Transferee) or the Administrative Agent receives a refund or credit (such credit
to include any increase in any foreign tax credit) in respect to any Taxes as to
which it has been indemnified by the Company pursuant to this subsection 2.19,
it shall promptly notify the Company of such refund or credit and shall, within
60 days after receipt of such refund or the benefit of such credit (such benefit
to include any reduction of the taxes for which any Bank (or Transferee) or the
Administrative Agent would otherwise be liable due to any increase in any
foreign tax credit available to such Bank (or Transferee) or the Administrative
Agent), repay the amount of such refund or benefit of such credit (with respect
to the credit, as determined by the Bank, Transferee or Administrative Agent in
its sole, reasonable judgment) to the Company (to the extent of amounts that
have been paid by the Company under this subsection 2.19 with respect to Taxes
giving rise to such refund or credit), plus any interest received with respect
thereto, net of all reasonable out-of-pocket expenses of such Bank (or
Transferee) or the Administrative Agent and without interest (other than
interest actually received from the relevant taxing authority or other
Governmental Authority with respect to such refund or credit); PROVIDED,
HOWEVER, that the Company, upon the request of such Bank (or Transferee) or the
Administrative Agent, agrees to return the amount of such refund or benefit of
such credit (plus interest) to such Bank (or Transferee) or the Administrative
Agent in the event such Bank (or Transferee) or the Administrative Agent is
required to repay the amount of such refund or benefit of such credit to the
relevant taxing authority or other Governmental Authority.

                  (d) The agreements in this subsection shall survive the
termination of this Agreement and the payment of all other amounts payable
hereunder.

                  2.20. INDEMNITY. The Company agrees to indemnify each Bank and
to hold each Bank harmless from any loss or expense which such Bank may sustain
or incur as a consequence of (a) default by the Company in payment when due of
the principal amount of or interest on any Eurodollar Loan or Fixed Rate Loan,
(b) default by the Company in making a borrowing of, conversion into or
continuation of any Eurodollar Loan, or any borrowing of a Fixed Rate Loan,
after the Company has given a notice requesting the same in accordance with the
provisions of this Agreement, (c) default by the Company in making any
prepayment after the Company has given a notice thereof in accordance with the
provisions of this Agreement or (d) the making of a prepayment of a Eurodollar
Loan or Fixed Rate Loan on a day which is not the last day of an Interest Period
with respect thereto, including, in each case, any such loss or expense arising
from the reemployment of funds obtained by it (or which it has arranged to
obtain) or from fees payable to terminate the deposits from which such funds
were obtained (or which it has arranged to obtain). Such indemnification shall
be in 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 prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a


<PAGE>

failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure), in each case at the applicable rate of
interest for such Loans provided for herein (excluding the Applicable Margin
included therein), 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. Nothing in this Section shall be deemed to give the Company
any right to prepay any Competitive Bid Loan or other Loan the prepayment of
which is otherwise prohibited pursuant to the terms of this Credit Agreement.
This covenant shall survive the termination of this Agreement and the payment of
all other amounts payable hereunder.

                  2.21. ACTIONS OF BANKS. Each Bank agrees to use reasonable
efforts (including reasonable efforts to change the Lending Installation for its
Loans) to avoid or minimize any illegality pursuant to subsection 2.17 or any
amounts which might otherwise be payable pursuant to subsection 2.18 or 2.19;
provided, however, that such efforts shall not cause the imposition on such Bank
of any additional costs or legal or regulatory burdens deemed by such Bank to be
material. In the event that such reasonable efforts are insufficient to avoid
all such illegality, all such events or circumstances or all amounts that might
be payable pursuant to subsection 2.18 or 2.19, then the Company may remove any
such Bank pursuant to subsection 2.23 or replace any such Bank pursuant to
subsection 2.24.

                  2.22. LENDING INSTALLATIONS. Each Bank may hold its Loans at
any Lending Installation selected by it and may change its Lending Installation
from time to time, provided that no such Bank shall be entitled to receive any
greater amount under subsections 2.18, 2.19, 2.20 or 9.5 as a result of a
transfer of any such Loans to a different office of such Bank than it would be
entitled to immediately prior thereto unless such claim would have arisen even
if such transfer had not occurred. All provisions of this Agreement shall apply
to any such Lending Installation. Each Bank may, by written or telex notice to
the Company and the Administrative Agent, designate a Lending Installation
through which the Loans will be made by it and for whose account payments are to
be made.

                  2.23. REMOVAL OF BANKS. The Company shall be permitted, from
time to time in its discretion, to remove Banks from this Agreement and to
reduce the Aggregate Commitment and the Aggregate Facilities Commitment;
provided, that (a) the Aggregate Facilities Commitment may not be reduced below
$5,000,000,000 as a result of removal of one or more Banks from this Agreement
pursuant to this Section, (b) after giving effect to such removal, no Bank shall
have a Commitment hereunder which exceeds an amount equal to 20% of the
Aggregate Commitment and (c) a Bank may not be removed from this Agreement at
any time a Default or an Event of Default exists and remains uncured or unwaived
under this Agreement. If the Company elects to terminate the Commitment of a
Bank, it shall give not less than 30 days written notice to the Administrative
Agent and such Bank. On the effective date of such termination, the Company
shall pay to the Administrative Agent, for the account of such Bank, in
immediately available funds, an amount equal to all Loans and other amounts
(including accrued interest and fees) owing to such Bank plus the amounts, if
any, owing to such Bank under subsections 2.18, 2.19, 2.20 and 9.5.
Notwithstanding the removal of any Bank pursuant to this subsection, such Bank
shall continue to have all such rights as would survive the termination of this
Agreement under subsections 2.18, 2.19, 2.20 and 9.5.


<PAGE>

                  2.24. REPLACEMENT OF BANKS. In the event that any Bank (a
"Notifying Bank") (a) shall demand payment by the Company of any amount pursuant
to subsection 2.18 or 2.19, (b) shall cause the suspension of the availability
of any Type pursuant to subsection 2.17, (c) shall have excused itself from
funding a Loan pursuant to subsection 2.17, (d) shall have failed to make
available a Loan on the date on which it was obligated to do so or (e) shall
have failed to consent to any waiver, amendment or modification of this
Agreement that has been consented to by the Required Banks, the Company may,
upon notice to such Notifying Bank and the Administrative Agent, nominate a new
financial institution or group of financial institutions willing to participate
in the facility in the place of such Notifying Bank ("Replacement Bank"). Upon
receipt of such notice from the Company and upon the consent of the
Administrative Agent as to the Replacement Bank, which consent shall not be
unreasonably withheld, such Notifying Bank shall be obligated to transfer
without recourse, representation, warranty (other than that it has not in any
way transferred, assigned, encumbered, sold or conveyed its rights under its
Loans) or expense to such Notifying Bank, all of its rights (other than rights
that would survive the termination of this Agreement pursuant to subsections
2.18, 2.19, 2.20 and 9.5) and obligations hereunder to the Replacement Bank;
provided that the Replacement Bank satisfies all of the requirements of this
Agreement and pays such Notifying Bank all amounts owing to such Notifying Bank
under this Agreement and the Company pays such Notifying Bank any funding losses
incurred pursuant to subsection 2.20, if any, as a result of such replacement.
This subsection 2.24 shall in no way affect the right of the Company to replace,
remove or add a Bank pursuant to any other provision of this Agreement.


                   SECTION 3. REPRESENTATIONS AND WARRANTIES

                  To induce the Banks to enter into this Agreement and to make
the Loans, the Company hereby represents and warrants to the Administrative
Agent and each Bank that:

                  3.1. FINANCIAL CONDITION. The consolidated balance sheet of
the Company and its consolidated Subsidiaries as of December 31, 1998, and the
related consolidated statements of income and of cash flows for the fiscal years
ended on such dates, reported on by KPMG Peat Marwick, copies of which have
heretofore been furnished to each Bank, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as at such
dates, and the consolidated results of their operations and their consolidated
cash flows for the fiscal year then ended. All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or Responsible Officer, as the case may
be, and as disclosed therein).

                  3.2. NO CHANGE. Since December 31, 1998 and until the date of
this Agreement there has been no development or event which has had or could
reasonably be expected to have a Material Adverse Effect.

                  3.3. CORPORATE EXISTENCE; COMPLIANCE WITH LAW; SIGNIFICANT
SUBSIDIARIES. Each of the Company and its Significant Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and (b) has the power and


<PAGE>

authority to conduct the business in which it is currently engaged. As of
December 31, 1998 (based on the full 1998 fiscal year), each Significant
Subsidiary is listed on Schedule II hereto.

                  3.4. CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.
The Company has the corporate power and authority to make, deliver and perform
this Agreement and to borrow hereunder and has taken all necessary corporate
action to authorize the borrowings on the terms and conditions of this Agreement
and to authorize the execution, delivery and performance of this Agreement. No
consent or authorization of, filing with or other act by or in respect of, any
Governmental Authority or any other Person is required on the part of the
Company in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement. This
Agreement has been duly executed and delivered on behalf of the Company. This
Agreement constitutes a legal, valid and binding obligation of the Company
enforceable against the Company 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 general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  3.5. NO LEGAL BAR. The execution, delivery and performance of
this Agreement, the borrowings hereunder and the use of the proceeds thereof
will not violate any Requirement of Law or material Contractual Obligation of
the Company or of any of its Significant Subsidiaries and will not result in, or
require, the creation or imposition of any Lien on any of its or their material
respective properties or revenues pursuant to any such Requirement of Law or
material Contractual Obligation.

                  3.6. NO MATERIAL LITIGATION. (a) No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the Company, threatened by or against the Company or any
of its Significant Subsidiaries or against any of its or their respective
properties or revenues, in any case that involves this Agreement, the execution,
delivery and performance of this Agreement or the Borrowings hereunder.

                  (b) No litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the knowledge of the
Company, threatened by or against the Company or any of its Significant
Subsidiaries or against any of its or their respective properties or revenues
which could reasonably be expected to result in a violation of subsection 6.3.

                  3.7. NO DEFAULT. (a) Neither the Company nor any of its
Significant Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
result in a violation of subsection 6.3.

                  (b) No Default or Event of Default has occurred and is
continuing.

                  3.8. AGGREGATION OF THE REPRESENTATIONS AND WARRANTIES
RELATING TO NET WORTH. The total effect of each event or circumstance referred
to in subsections 3.6(b) and 3.7(a) is not, when taken together in the
aggregate, reasonably expected to result in a violation of subsection 6.3.


<PAGE>

                  3.9. FEDERAL REGULATIONS. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
of Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of
Regulations T, U and X of such Board of Governors.

                  3.10. ERISA. Each Plan complies in all material respects with
all applicable provisions of ERISA and the Code, no Reportable Event has
occurred with respect to any Plan, neither the Company nor any other members of
any Commonly Controlled Entity has withdrawn from any Plan or initiated steps to
do so, and no steps have been taken to terminate any Plan, except in any case to
the extent that such failures could not, in the aggregate, reasonably be
expected to result in a violation of subsection 6.3.

                  3.11. INVESTMENT COMPANY ACT. The Company is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

                  3.12. PURPOSE OF LOANS. The proceeds of the Loans shall be
used by the Company for general corporate purposes and to repay outstanding
Indebtedness.


                        SECTION 4. CONDITIONS PRECEDENT

                  4.1. CONDITIONS TO INITIAL LOANS. The agreement of each Bank
to make the initial Loan requested to be made by it is subject to the
satisfaction of the following conditions precedent:

                  (a) CREDIT AGREEMENT. The Administrative Agent shall have
received this Agreement, executed and delivered by a duly authorized officer of
the Company, with a counterpart for each Bank.

                  (b) CORPORATE PROCEEDINGS OF THE COMPANY. The Administrative
Agent shall have received, with a counterpart for each Bank, a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent, of
the Board of Directors of the Company authorizing (i) the execution, delivery
and performance of this Agreement, and (ii) the borrowings contemplated
hereunder, certified by the Secretary or an Assistant Secretary of the Company
as of the Closing Date pursuant to a certificate substantially in the form of
Exhibit D-2, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.

                  (c) CORPORATE DOCUMENTS. The Administrative Agent shall have
received, with a counterpart for each Bank, true and complete copies of the
certificate of incorporation and by-laws of the Company, certified as of the
Closing Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary of the Company.

                  (d) LEGAL OPINIONS. The Administrative Agent shall have
received, with a counterpart for each Bank, (i) the executed legal opinion of
the general counsel of the Company,


<PAGE>

substantially in the form of Exhibit B-1, and (ii) the executed legal opinion of
Simpson Thacher & Bartlett, counsel to the Administrative Agent, substantially
in the form of Exhibit B-2.

                  (e) CERTIFICATES. The Administrative Agent shall have
received, with a counterpart for each Bank, an officer's certificate of the
chief financial officer, treasurer or controller of the Company, substantially
in the form of Exhibit D-1, and a certificate of incumbency of the Company,
substantially in the form of Exhibit E.

                  (f) EXISTING CREDIT AGREEMENTS. The Administrative Agent shall
have received evidence satisfactory to it that the Existing Credit Agreements
have been terminated and all amounts, if any, owing by the borrowers thereunder
have been paid in full.

                  (g) TRANSFER INSTRUCTIONS. The Administrative Agent shall have
received written money transfer instructions addressed to the Administrative
Agent and signed by a duly authorized officer, together with such other related
money transfer authorizations as the Administrative Agent may have reasonably
requested.

                  4.2. CONDITIONS TO EACH LOAN. The agreement of each Bank to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) is subject to the satisfaction of the following
conditions precedent:

                  (a) REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made by the Company in Section 3 of this
Agreement shall be true and correct in all material respects on and as of such
date as if made on and as of such date except (i) to the extent such
representations and warranties expressly relate to an earlier date, (ii) for
changes in the Schedules hereto reflecting transactions permitted by this
Agreement and (iii) subsequent to the Closing Date, for the representations and
warranties contained in subsection 3.2.

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

                  (c) BORROWING NOTICE. The Administrative Agent shall have
received a notice of borrowing from the Company, substantially in the form of
Exhibit F.

Each Borrowing by the Company hereunder shall constitute a representation and
warranty by the Company as of the date of such Loan that the conditions
contained in this subsection 4.2 have been satisfied. It is understood and
agreed that conversions and continuations of Revolving Credit Loans pursuant to
subsection 2.10 shall not be subject to the conditions set forth in this
subsection 4.2.


                        SECTION 5. AFFIRMATIVE COVENANTS

                  The Company hereby agrees that, so long any Commitment shall
remain in effect, any principal of or interest on any Loan or any other amount
shall be unpaid hereunder, the Company shall:



<Page>


                  5.1. FINANCIAL STATEMENTS. Furnish to:

                  (a) each Bank, promptly after becoming available, each annual
and quarterly report which the Company files with the SEC;

                  (b) each Bank, promptly after becoming available and in any
event within 120 days after the end of each fiscal year of the Company, a
consolidated balance sheet of the Company and its consolidated Subsidiaries as
of the end of such fiscal year and the related consolidated statements of income
and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on in a manner
acceptable to the SEC by KPMG Peat Marwick or other independent public
accountants of nationally recognized standing (PROVIDED that no such financial
statements of the Company need be so delivered if the Company shall have
delivered to such Bank its annual report for the relevant year containing such
financial statements pursuant to subsection 5.1(a));

                  (c) each Bank, promptly after becoming available and in any
event within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, (i) a consolidated balance sheet of the Company and
its consolidated Subsidiaries as of the end of such quarter and (ii) the related
consolidated statements of income and cash flows for such quarter and for the
portion of the Company's fiscal year ended at the end of such quarter, setting
forth in comparative form (i) in the case of clause (i) above, the figures for
the previous fiscal year end, and (ii) in the case of clause (ii) above, the
figures for the corresponding quarter and the corresponding portion of the
Company's previous fiscal year, all certified (subject to the absence of
footnotes and normal year-end adjustments) as to fairness of presentation,
generally accepted accounting principles and consistency by the chief financial
officer or the chief accounting officer of the Company (the "Certificate")
(provided that no such financial statements of the Company or the Certificate
need be so delivered if the Company shall have delivered to such Bank its
quarterly report for the relevant quarter containing such financial statements
pursuant to subsection 5.1(a);

all such financial statements to fairly present in all material respects the
financial condition and results of operations of the Company and to be prepared
in reasonable detail and in accordance with Agreement Accounting Principles
(except as approved by such accountants or officer, as the case may be, and
disclosed therein);

                  (d) the Administrative Agent (for distribution to each Bank),
each Report on Form 8-K (if any) which the Company files with the SEC;

                  (e) the Administrative Agent (for distribution to each Bank),
upon specific request, copies of all financial statements and reports which the
Company has sent to holders of its publicly issued debt securities, and after
the same are filed, copies of all financial statements and reports which the
Company may make to, or file with, the SEC; and

                  (f) the Administrative Agent (for distribution to each Bank
requesting such information), promptly, such other information regarding the
operations, business affairs and financial condition of the Company as any Bank
may from time to time reasonably request through the Administrative Agent.


<PAGE>

                  5.2. PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise
satisfy, and cause each of its Significant Subsidiaries to pay, discharge or
otherwise satisfy, at or before maturity or before they become delinquent, as
the case may be, all its obligations of whatever nature, except where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company or its Significant Subsidiaries, as the
case may be, or except to the extent that the failure to pay, discharge or
otherwise satisfy the same could not, in the aggregate, reasonably be expected
to result in a violation of subsection 6.3.

                  5.3. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.
Preserve, renew and keep in full force and effect, and cause each of its
Significant Subsidiaries to preserve, renew and keep in full force and effect,
its corporate existence and take, and cause each of its Significant Subsidiaries
to take, all reasonable action to maintain all rights, privileges and franchises
material to the normal conduct of its significant businesses, provided, however,
that notwithstanding this subsection 5.3, the Company or any Significant
Subsidiary may (a) discontinue any of its businesses that are no longer deemed
advantageous to it (such determination to be in the sole and absolute discretion
of the Company or such Significant Subsidiary) and (b) sell or dispose of any
assets, subsidiaries or the capital stock thereof, or consolidate with, accept a
merger of, or permit the merger of such Person into any other Person in a
transaction permitted pursuant to subsection 6.2; and comply, and cause each of
its Significant Subsidiaries to comply, in all material respects with all
Requirements of Law (including, but not limited to, ERISA), except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be
expected to result in a violation of subsection 6.3.

                  5.4. NOTICES. Promptly give notice (or in the case of
subsection 5.4(d), a copy) to the Administrative Agent of:

                  (a) the occurrence of any Default or Event of Default;

                  (b) any litigation, investigation or proceeding affecting the
Company or any of its Significant Subsidiaries which could reasonably be
expected to result in a violation of subsection 6.3;

                  (c) the following events, as soon as possible and in any event
within 30 days after the Company knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, or any withdrawal from, or the termination, Reorganization or Insolvency
of any Multiemployer Plan or (ii) the institution of proceedings or the taking
of any other action by the PBGC or the Company or any Commonly Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan, in any event which could
reasonably be expected to result in a Material Adverse Effect; and

                  (d) as soon as possible and in any event within 30 days after
receipt by the Company, a copy of (i) any notice or claim to the effect that the
Company or any Subsidiary is or may be liable to any Person as a result of the
release by the Company, any of its Subsidiaries, or any other Person of any
toxic or hazardous waste or substance into the environment, and (ii) any notice
alleging any violation of any federal, state or local environmental, health or
safety law or


<PAGE>

regulation by the Company or any Subsidiary, which could reasonably be expected
to result in a claim, liability or loss that will, in the case of clauses (i) or
(ii), when aggregated with the effect of any failure by the Company to (x)
maintain and preserve all property material to the conduct of its business, (y)
keep such property in good repair, working order and condition and (z) from time
to time make, or cause to be made, all needful and proper repairs, renewals,
additions, improvements and replacements thereto, result in a violation of
subsection 6.3.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Company proposes to take with respect thereto.

                  5.5. STATUS OF OBLIGATIONS. Ensure that its obligations under
this Agreement shall at all times be direct and general obligations of the
Company and shall at all times rank at least pari passu in all respects with all
other outstanding unsecured and unsubordinated indebtedness of the Company.

                  5.6. MAINTENANCE OF PROPERTY. At all times maintain and
preserve, and cause each of its Significant Subsidiaries to maintain and
preserve, all property material to the conduct of its business and keep such
property in good repair, working order and condition and from time to time make,
or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto except where the failure to do so would
not result in a violation of subsection 6.3; provided, however, that nothing in
this subsection 5.6 shall prevent the Company or any Subsidiary from (a)
discontinuing the operation and maintenance of any of its properties no longer
deemed useful in the conduct of its business or (b) selling or disposing of any
assets, subsidiaries or the capital stock thereof in a transaction permitted
pursuant to subsection 6.2.

                  5.7. PAYMENT OF TAXES. Pay and discharge promptly when due,
and cause each of its Significant Subsidiaries to pay and discharge promptly
when due, all taxes, assessments and governmental charges or levies the amounts
of which are material to the business, assets, operations, prospects or
condition, financial or otherwise, of the Company and the Subsidiaries taken as
a whole, imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default; PROVIDED,
HOWEVER, that such payment and discharge shall not be required with respect to
any such tax, assessment, charge, or levy so long as the validity or amount
thereof shall be contested in good faith by appropriate actions or proceedings
and the Company shall have set aside on its books appropriate reserves with
respect thereto.

                  5.8. USE OF PROCEEDS. Use the proceeds of the Loans for
general corporate purposes and to repay outstanding Indebtedness. The Company
will not, nor will it permit any Subsidiary to, use any of the proceeds of the
Loans to purchase or carry any "margin stock" (as defined in Regulation U).


<PAGE>

                         SECTION 6. NEGATIVE COVENANTS

                  The Company hereby agrees that, so long as any Commitment
remains in effect, or any principal of or interest on any Loan or any other
amount shall be unpaid hereunder, the Company shall not:

                  6.1. NEGATIVE PLEDGE. (a) (1) Create, incur or suffer to exist
any Lien upon any of its property or assets to secure indebtedness for money
borrowed, incurred, issued, assumed or guaranteed by the Company or (2) create
any Lien upon any of its property or assets to secure any indebtedness or other
obligations of any Person if such Lien is a Lien created by any action of the
Company (including any grant by the Company of any Lien pursuant to a written
instrument or by the pledge by the Company of property, but excluding Liens
arising by operation of law), without, in the case of any Lien described in the
foregoing clauses (1) and (2), thereby expressly securing the due and punctual
payment of the principal of and interest on the Loans and all other amounts
payable by the Company hereunder equally and ratably with any and all other
obligations and indebtedness secured by such Lien, so long as any such other
obligations and indebtedness shall be so secured; provided, however, that this
restriction shall not prohibit or otherwise restrict:

                      (i) the Company from creating, incurring or suffering to
       exist upon any of its property or assets any Lien in favor of any
       subsidiary of the Company;

                      (ii) the Company (A) from creating, incurring or suffering
       to exist a purchase money Lien upon any such property, assets, capital
       stock or indebtedness acquired by the Company prior to, at the time of,
       or within one year after (1) in the case of physical property or assets,
       the later of the acquisition, completion of construction (including any
       improvements on existing property) or commencement of commercial
       operation of such property or (2) in the case of shares of capital stock,
       indebtedness or other property or assets, the acquisition of such shares
       of capital stock, indebtedness, property or assets, (B) from acquiring
       property or assets subject to Liens existing thereon at the date of
       acquisition thereof, whether or not the indebtedness secured by any such
       Lien is assumed or guaranteed by the Company, or (C) from creating,
       incurring or suffering to exist Liens upon any property of any Person,
       which Liens exist at the time any such Person is merged with or into or
       consolidated with the Company (or becomes a subsidiary of the Company) or
       which Liens exist at the time of a sale or transfer of the properties of
       any such Person as an entirety or substantially as an entirety to the
       Company;

                      (iii) the Company from creating, incurring or suffering to
       exist upon any of its property or assets Liens in favor of the United
       States of America or any State thereof or the District of Columbia, or
       any agency, department or other instrumentality thereof, to secure
       progress, advance or other payments pursuant to any contract or provision
       of any statute (including maintaining self-insurance or participating in
       any fund in connection with worker's compensation, disability benefits,
       unemployment insurance, old age pensions or other types of social
       benefits, or joining in any other provisions or benefits available to
       companies participating in any such arrangements);


<PAGE>

                      (iv) the Company from creating, incurring or suffering to
       exist upon any of its property or assets Liens securing the performance
       of letters of credit, bids, tenders, sales contracts, purchase
       agreements, repurchase agreements, reverse repurchase agreements,
       bankers' acceptances, leases, surety and performance bonds, and other
       similar obligations incurred in the ordinary course of business;

                      (v) the Company from creating, incurring or suffering to
       exist Liens upon any real property acquired or constructed by the Company
       primarily for use in the conduct of its business;

                      (vi) the Company from entering into any arrangement with
       any Person providing for the leasing by the Company of any property or
       assets, which property or assets have been or will be sold or transferred
       by the Company to such Person with the intention that such property or
       assets will be leased back to the Company, if the obligations in respect
       of such lease would not be included as liabilities on a consolidated
       balance sheet of the Company;

                      (vii) the Company from creating, incurring or suffering to
       exist upon any of its property or assets Liens to secure non-recourse
       debt in connection with the Company engaging in any leveraged or
       single-investor or other lease transactions, whether (in the case of
       Liens on or relating to leases or groups of leases or the particular
       properties subject thereto) such Liens are on the particular properties
       subject to any leases involved in any of such transactions and/or the
       rental or other payments or rights under such leases or, in the case of
       any group of related or unrelated leases, on the properties subject to
       the leases comprising such group and/or on the rental or other payments
       or rights under such leases, or on any direct or indirect interest
       therein, and whether (in any case) (A) such Liens are created prior to,
       at the time of, or at any time after the entering into of such lease
       transactions and/or (B) such leases are in existence prior to, or are
       entered into by the Company at the time of or at any time after, the
       purchase or other acquisition by the Company of the properties subject to
       such leases;

                      (viii) the Company from creating, incurring or suffering
       to exist (A) other consensual Liens in the ordinary course of business of
       the Company that secure indebtedness that, in accordance with generally
       accepted accounting principles, would not be included in total
       liabilities as shown on the Company's consolidated balance sheet, or (B)
       Liens created by the Company in connection with any transaction intended
       by the Company to be a sale of property or assets of the Company,
       PROVIDED that such Liens are upon any or all of the property or assets
       intended to be sold, the income from such property or assets and/or the
       proceeds of such property or assets;

                      (ix) the Company from creating, incurring or suffering to
       exist Liens on property or assets financed through tax-exempt municipal
       obligations, PROVIDED that such Liens are only on the property or assets
       so financed;

                      (x) any extension, renewal or replacement (or successive
       extensions, renewals or replacements), in whole or in part, of any of the
       foregoing; PROVIDED, HOWEVER, that any such extension, renewal or
       replacement shall be limited to all or a part


<PAGE>

       of the property or assets (or substitutions therefor) which secured the
       Lien so extended, renewed or replaced (plus improvements on such
       property); and

                      (xi) the Company from creating, incurring or suffering to
       exist any other Lien not otherwise permitted by any of the foregoing
       clauses (i) through (ix) above if the aggregate amount of all secured
       debt of the Company secured by such Liens would not exceed 5% of the
       excess of the Company's consolidated assets over the consolidated
       liabilities as shown on the Company's most recent audited consolidated
       financial statements in accordance with generally accepted accounting
       principles.

                  (b) For the purposes of this subsection 6.1, any contract by
which title is retained as security (whether by lease, purchase, title retention
agreement or otherwise) for the payment of a purchase price shall be deemed to
be a purchase money Lien. Nothing in this subsection 6.1 shall apply to any Lien
of any kind upon any of the properties of any character of the Company existing
on the date of execution and delivery of this Agreement.

                  (c) Subject to subsection 6.3, nothing contained in this
subsection 6.1 or elsewhere in this Agreement shall prevent or be deemed to
prohibit the creation, assumption or guaranty by the Company of any indebtedness
not secured by a Lien or the issuance by the Company of any debentures, notes or
other evidences of indebtedness not secured by a Lien, whether in the ordinary
course of business or otherwise.

                  6.2. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. Consolidate
with any other corporation or accept a merger of any other corporation into the
Company or permit the Company to be merged into any other corporation, or sell
its properties and assets as, or substantially as, an entirety; provided,
however, that subject to the provisions of subsection 6.1, nothing contained in
this Agreement shall be deemed to prevent (i) the merger into the Company of
another corporation, (ii) the consolidation of the Company and another
corporation, (iii) the merger of the Company into another corporation or (iv)
the sale of the property or assets of the Company to another corporation, so
long as (a) no Default or Event or Default shall have occurred and be continuing
and (b) with respect to clauses (ii), (iii) and (iv) above, the surviving
corporation of the merger or the purchaser of the Company's assets, as the case
may be, shall expressly assume the obligations of the Company under this
Agreement and expressly agree to be bound by all other provisions applicable to
the Company under this Agreement.

                  6.3. NET WORTH. Permit Net Worth at any time to be less than
$3,750,000,000.


                          SECTION 7. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) The Company shall (i) fail to pay any principal of any
Loan when due in accordance with the terms hereof; (ii) fail to pay any interest
on any Loan, any Utilization Fee or any Facility Fee within five Business Days
after any such interest or fee becomes due in accordance with the terms hereof;
or (iii) fail to pay any expenses or other amounts payable


<PAGE>

under this Agreement to the Administrative Agent or any Bank within fifteen days
after such expenses or other amounts become due in accordance with the terms
hereof; or

                  (b) Any representation or warranty made or deemed made by the
Company herein 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) The Company shall default in the observance or performance
of any agreement contained in Section 6; or

                  (d) The Company shall default in the observance or performance
of any other agreement contained in this Agreement (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall continue
unremedied for a period of 30 days after notice shall have been given to the
Company by the Administrative Agent; or

                  (e) Any event or condition shall occur which results in the
acceleration of the maturity of any Indebtedness of the Company or any of its
Significant Subsidiaries in an aggregate principal amount equal to or greater
than $100,000,000; or the Company or any of its Significant Subsidiaries shall
not make any liquidation or termination payment or payments in an aggregate
amount equal to or greater than $100,000,000 when it becomes due (any applicable
grace period having expired) under one or more Hedging Agreements; or the
Company or any of its Significant Subsidiaries shall not pay the principal of or
interest on any Indebtedness with respect to Indebtedness in an aggregate
principal amount in excess of $100,000,000 when it becomes due and beyond any
period of grace with respect thereto; or

                  (f) (i) The Company 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 the
Company or any of its Significant Subsidiaries shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against the
Company 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 be commenced against the Company 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) the Company 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) the Company or any of its
Significant Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due; or


<PAGE>

                  (g) (i) Any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), 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
commencement of proceedings or appointment of a trustee is likely to result in
the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Company
or any Commonly Controlled Entity shall incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist, with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could reasonably be
expected to result in a violation of subsection 6.3; or

                  (h) One or more judgments or decrees shall be entered against
the Company or any of its Significant Subsidiaries involving in the aggregate a
liability (not paid or fully covered by insurance) of $100,000,000 or more and
such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 90 days from the entry thereof; or

                  (i) If at any time the Company and its Significant
Subsidiaries shall become liable for remediation and/or environmental compliance
expenses and/or fines, penalties or other charges which, in the aggregate, could
reasonably be expected to result in a violation of subsection 6.3;

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 the Company,
automatically the Commitments shall immediately terminate and the Loans
hereunder (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 the Company declare the 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 the
Company, declare the Loans hereunder (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, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.


                             SECTION 8. THE AGENTS

                  8.1. APPOINTMENT. Each Bank hereby designates and appoints
Chase as the Administrative Agent of such Bank under this Agreement, and each
such Bank authorizes Chase as the Administrative Agent to take such action on
its behalf under the provisions of this


<PAGE>

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. Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not 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 the Administrative Agent. The
Arranger and the Syndication Agents, in their respective capacities as such,
shall not have any duties or responsibilities hereunder nor 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 the Arranger or the Syndication Agents in
their respective capacities as such.

                  8.2. DELEGATION OF DUTIES. The Administrative 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. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

                  8.3. EXCULPATORY PROVISIONS. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) 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 (ii)
responsible in any manner to any of the Banks for any recitals, statements,
representations or warranties made by the Company 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 the Administrative Agent
under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
for any failure of the Company to perform its obligations hereunder or
thereunder. The Administrative Agent shall not 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 the Company.

                  8.4. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, 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 the
Company), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
the Bank specified in the 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. The Administrative 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 as it deems appropriate and 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


<PAGE>

take any such action. The Administrative 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, 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 Company hereunder.

                  8.5. NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Bank or the Company 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 the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Banks. 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; 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.

                  8.6. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS.
Each Bank expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Company, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Bank. Each Bank represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
Agent or any other Bank, 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 Company and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Bank also represents that it will,
independently and without reliance upon the Administrative 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 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
Company. Except for notices, reports and other documents expressly required to
be furnished to the Banks by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Company which may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

                  8.7. INDEMNIFICATION. The Banks agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Company and without limiting the obligation of the Company to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitment shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with their Commitment Percentages immediately prior to such date), from and
against any and all liabilities, obligations, losses,


<PAGE>

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 and all other amounts owing
hereunder) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted by the Administrative Agent 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 the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this subsection shall survive the payment of the Loans and all other amounts
payable hereunder.

                  8.8. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Company as though the
Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it, the Administrative Agent shall have the same
rights and powers under this Agreement as any Bank and may exercise the same as
though it were not the Administrative Agent, and the terms "Bank" and "Banks"
shall include the Administrative Agent in its individual capacity.

                  8.9. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign as Administrative Agent upon thirty days' notice to the Banks, and
may be removed at any time with or without cause by the Required Banks. Upon any
resignation or removal of the Administrative Agent, the Required Banks shall
appoint from among the Banks a successor Administrative Agent for the Banks,
which successor Administrative Agent shall be approved by the Company. If no
successor Administrative Agent shall have been so approved by the Company and
shall have accepted such appointment within thirty days after the resignation of
the Administrative Agent, then in place or the Required Banks' removal of the
retiring Administrative Agent, such retiring Administrative Agent may, on behalf
of the Banks, appoint a successor Administrative Agent (which shall be a
commercial bank or trust company organized or licensed under the laws of the
United States or any state thereof) which appointment shall be subject to the
approval of the Company such approval not to be unreasonably withheld. Upon the
acceptance of any appointment as Administrative Agent hereunder, such successor
Administrative Agent shall succeed to the rights, powers and duties of the
Administrative Agent and the term "Administrative Agent" shall mean such
successor agent effective upon its appointment, and the former Administrative
Agent's rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the obligations owing hereunder. After any retiring Administrative Agent's
resignation or removal as Administrative Agent, the provisions of this
subsection shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.


<PAGE>

                            SECTION 9. MISCELLANEOUS

                  9.1. AMENDMENTS AND WAIVERS. Neither this Agreement, nor any
terms hereof or thereof may be amended, supplemented or modified except in
accordance with the provisions of this subsection. With the written consent of
the Required Banks, the Administrative Agent and the Company may, from time to
time, enter into written amendments, supplements or modifications hereto for the
purpose of adding any provisions to this Agreement or adding any financial
institution (other than as provided for herein) as a Bank hereunder (thereby
increasing the Aggregate Commitment) or changing in any manner the rights of the
Banks or of the Company hereunder or thereunder or waiving, on such terms and
conditions as the Administrative Agent may specify 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) reduce the amount or extend the maturity of
any Loan or any installment thereof, or reduce the rate of interest (other than
default interest rates) thereon or extend the time of payment of interest or
fees thereon, or reduce any fee payable to any Bank hereunder, or change the
amount of any Bank's Commitment, in each case without the written consent of the
Bank affected thereby, or (b) amend, modify or waive any provision of subsection
2.7, subsection 2.1(c) or this subsection, amend the definition of Required
Banks or consent to the assignment or transfer by the Company of any of its
rights and obligations under this Agreement (other than as set forth in
subsection 6.2), in each case without the written consent of all the Banks, or
(c) amend, modify or waive any provision of Section 8 or any reference to the
Administrative Agent or the Syndication Agents in any other provision of this
Agreement which alters the duties or obligations of the Administrative Agent or
the Syndication Agents without the written consent of the then Administrative
Agent or the Syndication Agents, as the case may be. Nothing in this subsection
9.1 shall prevent or prohibit the Administrative Agent, the Company or any Bank
from taking any action in accordance with subsection 2.1(c), 2.7, 2.21, 2.23 or
2.24 notwithstanding anything contained in this subsection 9.1 to the contrary,
including, without limitation (i) preventing the Administrative Agent from
increasing the Aggregate Commitment or the Aggregate Facilities Commitment, (ii)
preventing any Bank from increasing its Commitment or prohibiting the execution
and delivery of any Commitment Increase Supplement, (iii) preventing an Other
Bank from becoming an Additional Bank or prohibiting the execution and delivery
of an Additional Bank Agreement, (iv) preventing a Non-Extending Bank from
transferring its rights and obligations hereunder to a Continuing Bank, (v)
preventing a Notifying Bank from transferring its rights and obligations to a
Replacement Bank, or (vi) the modification, amendment or supplement of this
Agreement (including, without limitation, Schedule I), in each case solely in
accordance with, or upon a transfer by a Bank of its rights and obligations
hereunder pursuant to, the applicable provisions of subsection 2.1(c), 2.7,
2.21, 2.23 or 2.24. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Banks and shall be binding upon
the Company, the Banks, the Agents and all future holders of the obligations
owing hereunder. In the case of any waiver, the Company, the Banks and the
Agents 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.

                  9.2. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy, telegraph or telex), and,


<PAGE>

unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered by hand, or three days after being deposited in the
mail, postage prepaid, or, in the case of telecopy notice, when received, or, in
the case of telegraphic notice, when delivered to the telegraph company, or, in
the case of telex notice, when sent, answerback received, addressed, in the case
of the Company and the Administrative Agent, as follows, and as set forth on
Schedule I in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto and any future
holders of the obligations owing hereunder:

    The Administrative
    Agent:
                           The Chase Manhattan Bank Agency Services Group
                           1 Chase Manhattan Plaza - 8th Floor
                           New York, New York  10081
                           Attention:  Frank Forlenza
                           Telecopy:  (212) 552-7490

    The Company:

                           The CIT Group, Inc.
                           1211 Avenue of the Americas
                           New York, New York  10036
                           Attention: Senior Vice President and Treasurer
                           Telecopy: (212) 536-1971

                  9.3. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise
and no delay in exercising, on the part of the Administrative 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 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.

                  9.4. 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 and the making of the Loans
hereunder.

                  9.5. PAYMENT OF EXPENSES AND TAXES. The Company agrees (a) to
pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and any other documents prepared in connection herewith (including, without
limitation, any Commitment Increase Supplement or Additional Bank Agreement
pursuant to subsection 2.1), including, without limitation, the reasonable fees
and disbursements of counsel to the Administrative Agent, (b) to pay or
reimburse each Bank and the Agents for all its reasonable costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement and any such other documents, including, without limitation,
reasonable fees and disbursements (including the allocated costs and expenses


<PAGE>

of in-house counsel) of counsel to the Administrative Agent and to the several
Banks, (c) to pay, indemnify, and hold each Bank and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, this Agreement and any such other documents,
and (d) to pay, indemnify, and hold each Bank and the Administrative Agent
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, any Loan
(including the use of proceeds thereof) and any such other documents (all the
foregoing, collectively, the "indemnified liabilities"), provided, that the
Company shall have no obligation hereunder to any Administrative Agent or any
Bank with respect to indemnified liabilities arising from (i) the gross
negligence or willful misconduct of such Administrative Agent or such Bank, (ii)
legal proceedings commenced against any Administrative Agent or any Bank by any
security holder or creditor thereof arising out of and based upon rights
afforded any such security holder or creditor solely in its capacity as such, or
(iii) legal proceedings commenced against any Agent or any Bank by any other
Bank or by any Transferee. The agreements in this subsection shall survive
repayment of the Loans and all other amounts payable hereunder.

                  9.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING BANKS.
(a) This Agreement shall be binding upon and inure to the benefit of the
Company, the Administrative Agent, the Banks, all future holders of the
obligations owing hereunder and their respective successors and assigns, except
that the Company may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of each Bank (except as
provided in subsection 6.2).

                  (b) Any Bank may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("PARTICIPANTS") participating interests in any
Loan owing to such Bank, any Commitment of such Bank or any other interest of
such Bank hereunder. In the event of any such sale by a Bank of participating
interests to the Participant, such Bank's obligations under this Agreement to
the other parties to this Agreement shall remain unchanged, such Bank shall
remain solely responsible for the performance thereof, such Bank shall remain
the holder of any obligation owing to it hereunder for all purposes under this
Agreement, and the Company and the Administrative Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement; PROVIDED, that such Bank shall retain the sole
right to approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Credit Agreement other than, as
may be agreed to by such Bank and Participant, any amendment, modification or
waiver with respect to any Loan or Commitment in which such Participant has an
interest which forgives principal, interest or fees or reduces the interest rate
or fees payable with respect to any such Loan or Commitment or postpones any
date fixed for any regularly-scheduled payment of principal of, or interest or
fees on, any such Loan or Commitment. The Company agrees that if amounts
outstanding under this Agreement are due or unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of


<PAGE>

setoff in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest were
owing directly to it as a Bank under this Agreement. The Company also agrees
that each Participant shall be entitled to the benefits of subsections 2.18,
2.19, 2.20 and 9.5 with respect to its participation in the Commitment and the
Loans outstanding from time to time; provided, that no Participant shall be
entitled to receive any greater amount pursuant to such subsections than the
transferor Bank would have been entitled to receive in respect of the amount of
the participation transferred by the transferor Bank to such Participant had no
such transfer occurred.

                  (c) Any Bank may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to any
Bank or any Affiliate thereof and, with the consent of the Company and the
Administrative Agent (which shall not be unreasonably withheld), to one or more
additional banks or financial institutions ("PURCHASING BANKS") all or any part
of its rights and obligations under this Agreement pursuant to a Commitment
Transfer Supplement, substantially in the form of Exhibit C (a "COMMITMENT
TRANSFER SUPPLEMENT"), executed by such Purchasing Bank and such transferor Bank
(and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate
thereof, by the Company and the Administrative Agent) and delivered to the
Administrative Agent for its acceptance and recording in the Register. The
Company shall have no obligation to consent to a sale by a Bank to any Person
that is not a bank or an Affiliate of a bank. Each such assignment shall be in a
minimum amount of $15,000,000 (other than in the case of an assignment of all of
a Bank's interests under this Agreement) and the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance, a
Commitment Transfer Supplement, and the Transferor Bank or the Purchasing Bank,
as agreed between them, shall deliver to the Administrative Agent a processing
and recordation fee of $2,000. Each such assignment shall be ratable as among
any Commitment and/or Revolving Credit Loans under this Agreement and the 5-Year
Credit Agreement, if such agreement is in effect. After giving effect to any
such assignment (other than an assignment of all of a Bank's interests under
this Agreement), the assigning Bank (together with any Bank which is an
Affiliate of such assigning Bank) shall retain Revolving Credit Loans and/or
Commitments aggregating not less than $15,000,000. Upon such execution,
delivery, acceptance and recording, from and after the Transfer Effective Date
determined pursuant to such Commitment Transfer Supplement (the "TRANSFER
EFFECTIVE DATE"), (x) the Purchasing Bank thereunder shall be a party hereto
and, to the extent provided in such Commitment Transfer Supplement, have the
rights and obligations of a Bank hereunder with a Commitment as set forth
therein, and (y) the transferor Bank thereunder shall, to the extent provided in
such Commitment Transfer Supplement, be released from its obligations under this
Agreement (and, in the case of a Commitment Transfer Supplement covering all or
the remaining portion of a transferor Bank's rights and obligations under this
Agreement, such transferor Bank shall cease to be a party hereto). Such
Commitment Transfer Supplement shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of such
Purchasing Bank and the resulting adjustment of Commitment Percentages arising
from the purchase by such Purchasing Bank of all or a portion of the rights and
obligations of such transferor Bank under this Agreement. Notwithstanding any
provision of this subsection 9.6, the consent of the Company shall not be
required for any assignment which occurs at any time when any of the events
described in Section 7(f) shall have occurred and be continuing.


<PAGE>

                  (d) The Administrative Agent shall maintain at its address
referred to in subsection 9.2 a copy of each Commitment Transfer Supplement
delivered to it and a register (the "REGISTER") for the recordation of the names
and addresses of the Banks and the Commitment of, and principal amount of the
Loans owing to, each Bank from time to time. The entries in the Register shall
constitute prima facie evidence of the items contained therein, and the Company,
the Administrative Agent and the Banks shall treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Company or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Upon its receipt of a Commitment Transfer Supplement
executed by a transferor Bank and Purchasing Bank (and, in the case of a
Purchasing Bank that is not then a Bank or an Affiliate thereof, by the Company
and the Administrative Agent), the Administrative Agent shall (i) promptly
accept such Commitment Transfer Supplement and (ii) on the Transfer Effective
Date determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Banks and the
Company.

                  (f) If, pursuant to this subsection, any interest in this
Agreement is transferred to any Participant or Assignee (each, a "TRANSFEREE")
which is organized under the laws of any jurisdiction other than the United
States or any state thereof, the transferor Bank shall cause such Transferee,
concurrently with the effectiveness of such transfer, (i) to represent to the
transferor Bank (for the benefit of the transferor Bank and the Company) that
under applicable law and treaties no taxes will be required to be withheld by
the Company or the transferor Bank with respect to any payments to be made to
such Transferee in respect of the Loans (except to the extent that such
Transferee's assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from the Company with respect to Taxes pursuant to
subsection 2.19(a)) and (ii) to furnish to the transferor Bank (and, in the case
of any Assignee, to the Company) the forms and certificates required to be
delivered pursuant to subsection 2.19(b).

                  (g) Nothing herein shall prohibit any Bank from pledging or
assigning all or any portion of its Loans to any Federal Reserve Bank in
accordance with applicable law.

                  9.7. DISSEMINATION OF INFORMATION; CONFIDENTIALITY. (a) The
Company authorizes each Bank to disclose to any Participant or Purchasing Bank
or any other Person acquiring an interest in this Agreement by operation of law
(each a "Transferee") and any prospective Transferee any and all information in
such Bank's possession concerning the creditworthiness of the Company and its
Subsidiaries, provided that such Transferee or prospective Transferee agrees to
be bound by this subsection 9.7 with respect to such information as though such
Transferee or prospective Transferee were a Bank hereunder.

                  (b) Each Bank and each Transferee that receives information
which is not publicly available and which has been identified by the Company as
confidential ("PROPRIETARY INFORMATION") will be bound to treat such Proprietary
Information in a confidential manner and to use such Proprietary Information
only for the purpose of evaluating and monitoring the creditworthiness of the
Company and its Subsidiaries in connection with such Bank's or such Transferee's
extensions of credit pursuant to this Agreement or such Bank's or Transferee's
other agreements with the Company, or as otherwise may be required by law,
regulation or court


<PAGE>

order; PROVIDED, that if any Bank or Transferee shall be required to disclose
any Proprietary Information by a court order (i) such Bank or Transferee shall,
unless prohibited by applicable law, applicable regulation or the terms of the
applicable court order, communicate such fact to the Administrative Agent and
the Administrative Agent shall communicate such fact to the Company and (ii)
such Bank or Transferee shall disclose only such Proprietary Information which
it is requested to disclose or advised by counsel to disclose; PROVIDED,
FURTHER, that any Bank or Transferee may disclose such information which it is
requested to disclose or is advised by counsel to disclose to an auditor or
examiner if it has advised such auditor or examiner that such information is
confidential; PROVIDED, FURTHER, that any Bank or Transferee may disclose
Proprietary Information (A) to Affiliates of such Bank or Transferee provided
that such Affiliates agree to keep the Proprietary Information confidential as
set forth herein, (B) with the written consent of the Company, (C) in connection
with any litigation involving the Company and such Bank or Transferee, (D) to
legal counsel to such Bank or Transferee if it advises such legal counsel that
such information is confidential, (E) if such Proprietary Information was in the
possession of such Bank or Transferee on a non-confidential basis prior to the
Company furnishing it to such Bank or Transferee as shown by clear and
convincing evidence, or (F) if such Proprietary Information is received by such
Bank or Transferee, without restriction as to its disclosure or use, from a
Person who, to such Bank's or Transferee's knowledge or reasonable belief, was
not prohibited from disclosing it by any duty of confidentiality.

                  9.8. ADJUSTMENTS. (a).If any Bank (a "benefitted Bank") shall
at any time receive any payment of all or part of its 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 Section 7(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Bank, if any, in respect of
such other Bank's Loans, or interest thereon, such benefitted Bank shall
purchase for cash from the other Banks such portion of each such other Bank's
Loan, or shall provide such other 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 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.
Notwithstanding anything contained in this Agreement to the contrary, this
subsection 9.8 shall only be applicable to (i) payments received by a Bank in
respect of the obligations of the Company under this Agreement and (ii)
collateral received from the Company, if any, to secure obligations of the
Company under this Agreement.

                  (b) In addition to any rights and remedies of the Banks
provided by law, upon (i) the occurrence and during the continuance of an Event
of Default, and (ii) the declaration by the Administrative Agent that the Loans
are immediately due and payable pursuant to the last paragraph of Section 7, or
the occurrence and continuance of an Event of Default specified in clause (i) or
(ii) of paragraph (f) of Section 7, each Bank shall have the right, without
prior notice to the Company, any such notice being expressly waived by the
Company to the extent permitted by applicable law (but without waiving any
notices specified in Section 7), upon any amount becoming due and payable by the
Company hereunder (whether at the stated maturity, by acceleration or otherwise)
to set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other


<PAGE>

credits, indebtedness or claims, in any currency, in each case whether matured
or unmatured, at any time held or owing by such Bank or any branch or agency
thereof to or for the credit or the account of the Company. Each Bank agrees
promptly to notify the Company and the Administrative Agent 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.

                  9.9. COUNTERPARTS. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be 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 the Company and the Administrative Agent.

                  9.10. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  9.11. INTEGRATION. This Agreement represents the agreement of
the Company, the Agents and the Banks with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by the
Company, the Agents or any Bank relative to subject matter hereof not expressly
set forth or referred to herein other than any agreements referred to in
subsection 2.5(b).

                  9.12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  9.13. SUBMISSION TO JURISDICTION; WAIVERS. The Company hereby
irrevocably and unconditionally:


                  (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any
judgement in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States 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 service 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 the
Company at its address set forth in subsection 9.2 or at such other address of
which the Bank shall have been notified pursuant thereto; 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.

                  9.14. WAIVERS OF JURY TRIAL. THE COMPANY, THE AGENTS 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>


                  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.

                                   THE CIT GROUP, INC.


                                   By: /s/ Glenn A. Votek
                                       ----------------------------------------
                                       Name:  Glenn A. Votek
                                       Title: Executive Vice President &
                                              Treasurer






<PAGE>


                                  THE CHASE MANHATTAN BANK, as
                                  Administrative Agent and as a Bank


                                   By: /s/ Roger Parker
                                       ----------------------------------------
                                       Name:  Roger Parker
                                       Title: Vice President




<PAGE>


                                   CHASE SECURITIES INC., as Arranger


                                   By: /s/ R. Craig Tracy
                                       ----------------------------------------
                                       Name:  R. Craig Tracy
                                       Title: Vice President





<PAGE>


                                   BARCLAYS BANK PLC, as Syndication
                                   Agent and as a Bank


                                   By: /s/ Douglas Bernegger
                                       ----------------------------------------
                                       Name:  Douglas Bernegger
                                       Title: Director



<PAGE>


                                   BANK OF AMERICA, N.A., as Syndication
                                   Agent and as a Bank


                                   By: /s/ Nelson D. Albrecht
                                       ----------------------------------------
                                       Name:  Nelson D. Albrecht
                                       Title: Vice President



<PAGE>


                                   CITIBANK, N.A., as Syndication Agent and
                                   as a Bank

                                   By: /s/ Robert B. Goldstein
                                       ----------------------------------------
                                       Name:  Robert B. Goldstein
                                       Title: Managing Director



<PAGE>


                                   THE DAI-ICHI KANGYO BANK, LTD., as
                                   Syndication Agent and as a Bank


                                   By: /s/ Nicholas A. Fiore
                                       ----------------------------------------
                                       Name:  Nicholas A. Fiore
                                       Title: Assistant Vice President



<PAGE>


                                   ABN AMRO BANK N.V.


                                   By: /s/ Parker H. Douglas
                                       ----------------------------------------
                                       Name:  Parker H. Douglas
                                       Title: Group Vice President



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



<PAGE>


                                   DRESDNER BANK AG, NEW YORK
                                   BRANCH AND GRAND CAYMAN
                                   BRANCH


                                   By: /s/ J. Curtin Beaudouin
                                       ----------------------------------------
                                       Name:  J. Curtin Beaudouin
                                       Title: First Vice President



                                   By: /s/ Stephen A. Kovach
                                       ----------------------------------------
                                       Name:  Stephen A. Kovach
                                       Title: Assistant Vice President







<PAGE>


                                   FIRST UNION NATIONAL BANK


                                   By: /s/ Jane W. Workman
                                       ----------------------------------------
                                       Name:  Jane W. Workman
                                       Title: Senior Vice President


<PAGE>


                                   LEHMAN COMMERCIAL PAPER INC.


                                   By: /s/ Michele Swanson
                                       ----------------------------------------
                                       Name:  Michele Swanson
                                       Title: Authorized Signatory



<PAGE>


                                   NATIONAL AUSTRALIA BANK
                                   LIMITED, A.C.N. 004044937


                                   By: /s/ Bill Schmid
                                       ----------------------------------------
                                       Name:  Bill Schmid
                                       Title: Vice President



<PAGE>


                                   SOCIETE GENERALE BANK NY BRANCH


                                   By: /s/ Charles D. Fischer, Jr.
                                       ----------------------------------------
                                       Name:  Charles D. Fischer, Jr.
                                       Title: Vice President



<PAGE>


                                   UBS AG, STAMFORD BRANCH


                                   By: /s/ Gregory Raue
                                       ----------------------------------------
                                       Name:  Gregory Raue
                                       Title: Director



                                   By: /s/ Wilfred Saint
                                       ----------------------------------------
                                       Name:  Wilfred Saint
                                       Title: Associate Director



<PAGE>


                                   WESTDEUTSCHE LANDESBANK GIROZENTRALE


                                   By: /s/ Alan S. Bookspan
                                       ----------------------------------------
                                       Name:  Alan S. Bookspan
                                       Title: Director


                                   By: /s/ Leo G. Kapakos
                                       ----------------------------------------
                                       Name:  Leo G. Kapakos
                                       Title: Associate Director



<PAGE>


                                   BANK ONE, NA


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



<PAGE>


                                   BANQUE NATIONALE DE PARIS


                                   By: /s/ Veronique Marcus
                                       ----------------------------------------
                                       Name:  Veronique Marcus
                                       Title: Vice President



                                   By: /s/ Phil Truesdale
                                       ----------------------------------------
                                       Name:  Phil Truesdale
                                       Title: Vice President



<PAGE>


                                   CREDIT SUISSE FIRST BOSTON


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



                                   By: /s/ James H. Lee
                                       ----------------------------------------
                                       Name:  James H. Lee
                                       Title: Assistant Vice President



<PAGE>


                                   DEUTSCHE BANK AG, NEW YORK
                                   AND/OR CAYMAN ISLANDS
                                   BRANCHES


                                   By: /s/ Gayma Z. Shivnarain
                                       ----------------------------------------
                                       Name:  Gayma Z. Shivnarain
                                       Title: Director



                                   By: /s/ Suzanne R. Kissling
                                       ----------------------------------------
                                       Name:  Suzanne R. Kissling
                                       Title: Managing Director



<PAGE>


                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK


                                   By: /s/ Maria Dell'Aquila
                                       ----------------------------------------
                                       Name:  Maria Dell'Aquila
                                       Title:



<PAGE>


                                   CANADIAN IMPERIAL BANK OF
                                   COMMERCE


                                   By: /s/ Robert Mendeles
                                       ----------------------------------------
                                       Name:  Robert Mendeles
                                       Title: Executive Director



<PAGE>


                                   ROYAL BANK OF CANADA


                                   By: /s/ C.W. Evans
                                       ----------------------------------------
                                       Name:  C.W. Evans
                                       Title: Senior Account Manager



<PAGE>


                                   FLEET BANK, N.A.


                                   By: /s/ Robert T.P. Storer
                                       ----------------------------------------
                                       Name:  Robert T.P. Storer
                                       Title: Senior Vice President



<PAGE>


                                   MELLON BANK, N.A.


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



<PAGE>


                                   HSBC BANK USA


                                   By: /s/ Johan Sorensson
                                       ----------------------------------------
                                       Name:  Johan Sorensson
                                       Title: Vice President



<PAGE>


                                   LLOYDS TSB BANK PLC


                                   By: /s/ Michael J. Gilligan
                                       ----------------------------------------
                                       Name:  Michael J. Gilligan
                                       Title: Director, Financial Institutions,
                                              USA



                                   By: /s/ Ian Dimmock
                                       ----------------------------------------
                                       Name:  Ian Dimmock
                                       Title: Vice President, Acquisition
                                              Finance



<PAGE>


                                   THE BANK OF NEW YORK


                                   By: /s/ Ernest Fung
                                       ----------------------------------------
                                       Name:  Ernest Fung
                                       Title: Vice President



<PAGE>


                                   TORONTO DOMINION (TEXAS), INC.


                                   By: /s/ Ann S. Slanis
                                       ----------------------------------------
                                       Name:  Ann S. Slanis
                                       Title: Vice President



<PAGE>


                                   COMERICA BANK


                                   By: /s/ James R. Grossett
                                       ----------------------------------------
                                       Name:  James R. Grossett
                                       Title: First Vice President



<PAGE>


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


                                   By: /s/ Josef Haas
                                       ----------------------------------------
                                       Name:  Josef Haas
                                       Title: Vice President



                                   By: /s/ Stephen K. Hunter
                                       ----------------------------------------
                                       Name:  Stephen K. Hunter
                                       Title: Senior Vice President



<PAGE>


                                   SUNTRUST BANK


                                   By: /s/ W. David Wisdom
                                       ----------------------------------------
                                       Name:  W. David Wisdom
                                       Title: Vice President



<PAGE>


                                   BANK OF MONTREAL


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



<PAGE>


                                   ALLFIRST BANK


                                   By: /s/ Robert M. Beaver
                                       ----------------------------------------
                                       Name:  Robert M. Beaver
                                       Title: Vice President



<PAGE>


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


                                   By: /s/ Frederic W. Hall
                                       ----------------------------------------
                                       Name:  Frederic W. Hall
                                       Title: Vice President



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



<PAGE>


                                   BANCA MONTE DEI PASCHI DI SIENA
                                   S.P.A.


                                   By: /s/ Giulio Natalicchi
                                       ----------------------------------------
                                       Name:  Giulio Natalicchi
                                       Title: Senior Vice President & General
                                              Manager



                                   By: /s/ Brian R. Landy
                                       ----------------------------------------
                                       Name:  Brian R. Landy
                                       Title: Vice President



<PAGE>


                                   FIRST HAWAIIAN BANK


                                   By: /s/ Jeffrey N. Higashi
                                       ----------------------------------------
                                       Name:  Jeffrey N. Higashi
                                       Title: Assistant Vice President



<PAGE>


                                   WELLS FARGO BANK, N.A.


                                   By: /s/ Michael J. Giese
                                       ----------------------------------------
                                       Name:  Michael J. Giese
                                       Title: Assistant Vice President



                                   By: /s/ Edward J. Meyer, Jr.
                                       ----------------------------------------
                                       Name:  Edward J. Meyer, Jr.
                                       Title: Vice President



<PAGE>


                                   ARAB BANK PLC


                                   By: /s/ Nofal Barber
                                       ----------------------------------------
                                       Name:  Nofal Barber
                                       Title: E.V.P. and Branch Manager



<PAGE>


                                   BANCA DI ROMA


                                   By: /s/ William J. Fontana
                                       ----------------------------------------
                                       Name:  William J. Fontana
                                       Title: Vice President



                                   By: /s/ Alessandro Paoli
                                       ----------------------------------------
                                       Name:  Alessandro Paoli
                                       Title: Assistant Treasurer



<PAGE>


                                   SUMMIT BANK


                                   By: /s/ Michael P. Thomson
                                       ----------------------------------------
                                       Name:  Michael P. Thomson
                                       Title: Vice President





<PAGE>


                                   BANCA POPOLARE DI MILANO, NEW
                                   YORK BRANCH


                                   By: /s/ Fulvio Montanari
                                       ----------------------------------------
                                       Name:  Fulvio Montanari
                                       Title: First Vice President



                                   By: /s/ Patrick F. Dillon
                                       ----------------------------------------
                                       Name:  Patrick F. Dillon
                                       Title: Assistant Vice President