<Page>

                                                                   Exhibit 10.11

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

      AMENDMENT NO. 2 dated November 15, 1999, to the $765,000,000 Credit
Agreement dated as of April 13, 1998, as amended as of April 9, 1999 (as so
amended, the "CREDIT AGREEMENT"), by and among (i) AT&T Capital Corporation, a
Delaware corporation (the "BORROWER"), (ii) Newcourt Credit Group Inc., a
Delaware corporation ("NEWCOURT"), and Newcourt Credit Group USA Inc., a
Delaware corporation ("NEWCOURT USA"), as Guarantors, (iii) the banks and other
financial institutions party thereto (the "BANKS"), (iv) Morgan Guaranty Trust
Company of New York, as administrative agent (the "AGENT"), (v) Canadian
Imperial Bank of Commerce, as syndication agent (the "SYNDICATION AGENT"), (vi)
The Chase Manhattan Bank and Deutsche Bank AG, New York Branch, as
co-documentation agents (the "DOCUMENTATION AGENTS"), and (vii) J.P. Morgan
Securities Inc. and CIBC Oppenheimer Corp., as arrangers (the "ARRANGERS").

      WHEREAS, pursuant to an Amended and Restated Agreement and Plan of
Reorganization, dated as of August 5, 1999 (the "REORGANIZATION PLAN"), by and
between Newcourt and The CIT Group, Inc., a Delaware corporation ("CIT"), the
parties thereto have agreed to the acquisition of Newcourt by CIT, either
directly or through one or more of CIT's wholly-owned subsidiaries;

      WHEREAS, subsequent to such acquisition, the common stock of all of the
United States subsidiaries of Newcourt will be transferred directly to CIT or to
one or more of CIT's wholly-owned subsidiaries (the "PHASE II REORGANIZATION");

      WHEREAS, Newcourt, the Borrower and Newcourt USA wish to amend the Credit
Agreement to permit the consummation of the transactions contemplated by the
Reorganization Plan and the Phase II Reorganization, and in connection therewith
CIT will execute a guaranty, substantially in the form of Exhibit A hereto,
pursuant to which CIT will guarantee the obligations of Newcourt under the
Credit Agreement as amended hereby and will agree to comply with certain
covenants set forth in such guaranty;

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:

      1. DEFINITIONS. All terms used herein which are defined in the Credit
Agreement and not otherwise defined herein are used herein as defined therein.

      2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:

            2.1 DEFINITIONS.

            (a) The definition of the term "Material Financial Obligations" in
Section 1.01 of the Credit Agreement is hereby amended to read in its entirety
as follows:

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            ""MATERIAL FINANCIAL OBLIGATIONS" means a principal or face amount
of Debt and/or payment obligations in respect of Derivatives Obligations of the
Borrower, CIT and/or one or more of their Subsidiaries, arising in one or more
related or unrelated transactions, exceeding in the aggregate US$100,000,000 (or
its equivalent in any other currency)."

            (b) The definition of the term "Material Subsidiary" in Section 1.01
of the Credit Agreement is hereby amended to read in its entirety as follows:

            ""MATERIAL SUBSIDIARY" means at any time each subsidiary of Newcourt
      that is a "SIGNIFICANT SUBSIDIARY", as defined in Rule 1-02 of Regulation
      S-X promulgated under the SECURITIES EXCHANGE ACT OF 1934, as amended, as
      such Regulation is in effect on the date hereof."

            (c) The definition of the term "Termination Date" in Section 1.01 of
the Credit Agreement is hereby amended to read in its entirety as follows:

                  ""TERMINATION DATE" means April 13, 2003, or if such day is
            not a Euro-Dollar Business Day, the next preceding Euro-Dollar
            Business Day."

            (d) Section 1.01 of the Credit Agreement is hereby amended by adding
the following new definitions, to be inserted in appropriate alphabetical order:

                  ""CIT" means The CIT Group, Inc., a Delaware corporation, and
            its successors."

                  ""CIT GUARANTY" means the Guaranty dated November 15, 1999,
            made by CIT in favor of the Agent."

                  ""REORGANIZATION EFFECTIVE TIME" means the Effective Time, as
            defined in the Amended and Restated Agreement and Plan of
            Reorganization, dated as of August 5, 1999, by and between the
            Borrower and CIT."

            2.2 AMENDMENT TO SECTION 3.02. Section 3.02(d) of the Credit
Agreement is hereby amended to read in its entirety as follows:

                  "The representations and warranties of CIT contained in the
            CIT Guaranty shall be true in all material respects on and as of the
            date of such Borrowing, and the representations and warranties of
            the Borrower and AT&T contained in this Agreement (except the
            representation and warranty set forth in Section 4.04(d)) shall be
            true in all material respects on and as of the date of such
            Borrowing."

            2.3 COVENANTS. Sections 5.01, 5.03, 5.04, 5.05, 5.06, 5.07, 5.08 and
5.13 of the Credit Agreement are hereby deleted in their entirety.


                                     - 2 -
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            2.4 EVENTS OF DEFAULT.

            (a) Sections 6.01(e), (g), (h) and (k) of the Credit Agreement are
hereby amended by adding after "Newcourt" the following: ", CIT".

            (b) Section 6.01 of the Credit Agreement is hereby amended by adding
the following new subsections after the end of subsection (l):

                  "(m) CIT shall default in the observance or performance of any
            agreement contained in subsections 6.1, 6.2 or 6.3 of the CIT Credit
            Agreement (as defined in Section 6 of the CIT Guaranty), as such
            subsections are incorporated by reference in the CIT Guaranty or the
            event described in Section 7(e) of the CIT Credit Agreement (as
            defined in Section 6 of the CIT Guaranty) shall occur;

                  (n) CIT shall default in the observance or performance of any
            other agreement contained in, or incorporated by reference in, the
            CIT Guaranty (other than as provided in subsection (m) above), and
            such default shall continue unremedied for a period of 30 days after
            notice shall have been given to CIT by the Agent;

                  (o) The CIT Guaranty shall cease, for any reason (other than
            the express written release thereof by the Agent), to be in full
            force and effect, or CIT shall so assert in writing;

                  (p) Any representation or warranty made by CIT in the CIT
            Guaranty shall prove to have been materially incorrect when made;"

            (c) Section 6.01(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:

                  "(b) Newcourt shall fail to observe or perform any covenant
            contained in Section 5.02;"

            (d) Section 6.01(i) of the Credit Agreement is hereby deleted in its
entirety, and the following hereby substituted therefor: "[intentionally]
omitted]".

      3. REPRESENTATIONS AND WARRANTIES. Each of Newcourt, the Borrower and
Newcourt USA hereby represents and warrants as follows:

                  (a) CORPORATE EXISTENCE AND POWER. Each Obligor (i) is a
            corporation duly incorporated, validly existing and in good standing
            under the laws of its jurisdiction of incorporation, and (ii) has
            all corporate power to execute, deliver and perform this Amendment
            and to perform the Credit Agreement, as amended hereby.


                                     - 3 -
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                  (b) CORPORATE AND GOVERNMENTAL AUTHORIZATION. NO
            CONTRAVENTION. (i) The execution, delivery and performance by the
            Borrower of this Amendment, and the performance of the Credit
            Agreement, as amended hereby, are within the Borrower's corporate
            power, have been duly authorized by all necessary corporate action,
            require no action by or in respect of, or filing with, any
            governmental body, agency or official and do not contravene, or
            constitute a default under, any provision of applicable law or
            regulation or of the certificate of incorporation or by-laws of the
            Borrower or of any material agreement, judgment, injunction, order,
            decree or other material instrument binding upon the Borrower or
            result in the creation or imposition of any Lien on any asset of the
            Borrower.

                  (ii) The execution, delivery and performance by each Guarantor
            of this Amendment, and the performance of the Credit Agreement, as
            amended hereby, are within each Guarantor's corporate power, have
            been duly authorized by all necessary corporate action, require no
            action by or in respect of, or filing with, any governmental body,
            agency or official, including, without limitation, any action by or
            in respect of, or filing with, any governmental body, agency or
            official required by exchange control regulations to enable Newcourt
            to pay its obligations under the Credit Agreement in Dollars at the
            office of the Agent in New York City, and do not contravene, or
            constitute a default under, any provision of applicable law or
            regulation or of the certificate of incorporation or by-laws of any
            Guarantor or of any material agreement, judgment, injunction, order,
            decree or other material instrument binding upon any Guarantor or
            result in the creation or imposition of any Lien on any asset of any
            Guarantor.

                  (c) ENFORCEABILITY OF LOAN DOCUMENTS. Each of this Amendment
            and the Credit Agreement, as amended hereby, constitutes a legal,
            valid and binding obligation of each Obligor, enforceable against
            such Obligor in accordance with its terms, except as the same may be
            limited by bankruptcy, insolvency, reorganization, fraudulent
            conveyance, moratorium and similar laws affecting creditors' rights
            generally and by general principles of equity (regardless of whether
            considered in a proceeding in equity or at law).

      4. CONDITIONS. This Amendment shall become effective as of the
Reorganization Effective Time upon the satisfaction of the following conditions
precedent:

            (a) The Agent shall have received this Amendment, duly executed by
each Obligor and the Required Banks.

            (b) The Agent shall have received the CIT Guaranty, duly executed by
CIT.

            (c) The Agent shall have received the satisfactory written legal
opinion of counsel to CIT (which may be in-house counsel) with respect to the
CIT Guaranty.


                                     - 4 -
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            (d) The Agent shall have received a certificate of an officer of CIT
having attached thereto a true and correct copy of the Certificate of
Incorporation and By-Laws of CIT.

            (e) The Agent shall have received a good standing certificate from
the Secretary of State evidencing the good standing of CIT in its jurisdiction
of incorporation.

            (f) The Agent shall have received a copy of resolutions of the Board
of Directors of CIT authorizing the execution and delivery of the CIT Guaranty.

      5. ACKNOWLEDGMENT, WAIVER AND CONSENT.

            (a) Pursuant to the request of each Obligor and in accordance with
Section 10.05 of the Credit Agreement, the Required Banks hereby consent to, and
waive any noncompliance with or Event of Default arising under the Credit
Agreement by reason of, (i) the consummation of the acquisition of Newcourt by
CIT pursuant to the Reorganization Plan, or (ii) the Phase II Reorganization,
including, without limitation, the waiver of any requirement that (A) CIT or one
or more of its wholly-owned subsidiaries, as transferee of substantially all of
Newcourt's assets as a result of the consummation of the Phase II
Reorganization, (I) assume the obligations of Newcourt in respect of the due and
punctual performance and observance of all of the covenants and conditions of
the Credit Agreement to be performed or observed by Newcourt, and (II) be a
corporation or other entity organized under the laws of Canada or any province
thereof, or (B) Newcourt must be the direct or indirect beneficial owner of 100%
of the shares of common stock of Newcourt USA and the Borrower.

            (b) The waivers set forth in this Section 5 shall be effective only
for the specific purpose and in the specific instance described above, and shall
not otherwise modify any of the obligations of any Obligor under the Credit
Agreement.

      6. MISCELLANEOUS.

            (a) CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT. Except as otherwise
expressly provided herein, the Credit Agreement is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that on and after the date hereof all references in the Credit Agreement
to "this Agreement", "hereto", "hereof", "hereunder" or words of like import
referring to the Credit Agreement shall mean the Credit Agreement as amended by
this Amendment.

            (b) COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.

            (c) HEADINGS. Section headings herein are included for convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose.


                                     - 5 -
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            (d) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                     - 6 -
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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.

                                        AT&T CAPITAL CORPORATION

                                        By: /s/ Glenn Votek
                                            ------------------------------------
                                        Name:  Glenn Votek
                                        Title: Treasurer


                                        NEWCOURT CREDIT GROUP INC., as Guarantor

                                        By: /s/ Glenn Votek
                                            ------------------------------------
                                        Name:  Glenn Votek
                                        Title: Treasurer

                                        By: /s/ James D. Moss
                                            ------------------------------------
                                        Name:  James D. Moss
                                        Title: Vice President


                                        NEWCOURT CREDIT GROUP USA INC.,
                                        as Guarantor

                                        By: /s/ Glenn Votek
                                            ------------------------------------
                                        Name:  Glenn Votek
                                        Title: Treasurer


                                        MORGAN GUARANTY TRUST COMPANY OF
                                        NEW YORK, as Administrative Agent and a
                                        Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 7 -
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                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, as Syndication Agent and a
                                        Bank

                                        By: /s/ Gerald Girardi
                                            ------------------------------------
                                        Name:          GERALD GIRARDI
                                        Title:       EXECUTIVE DIRECTOR
                                                 CIBC WORLD MARKETS CORP., AS
                                                 AGENT


                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Co-Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE CHASE MANHATTAN BANK, as Co-
                                        Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BARCLAYS BANK PLC

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        CREDIT LYONNAIS, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 8 -
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                                        CANADIAN IMPERIAL BANK OF COMMERCE,
                                        as Syndication Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Co-Documentation Agent and a Bank

                                        By: /s/ Suzanne R. Kissling
                                            ------------------------------------
                                        Name:  Suzanne R. Kissling
                                        Title: MANAGING DIRECTOR

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


                                        THE CHASE MANHATTAN BANK, as Co-
                                        Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BARCLAYS BANK PLC

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        CREDIT LYONNAIS, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 8 -
<Page>

                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, as Syndication Agent and a
                                        Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Co-Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE CHASE MANHATTAN BANK, as Co-
                                        Documentation Agent and a Bank

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


                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BARCLAYS BANK PLC

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        CREDIT LYONNAIS, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 7 -
<Page>

                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, as Syndication Agent and a
                                        Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Co-Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE CHASE MANHATTAN BANK, as Co-
                                        Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BARCLAYS BANK PLC

                                        By: /s/ Richard Herder
                                            ------------------------------------
                                        Name:  Richard Herder
                                        Title: Director


                                        CREDIT LYONNAIS, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 8 -

<Page>

                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, as Syndication Agent and a
                                        Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Co-Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE CHASE MANHATTAN BANK, as Co-
                                        Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BARCLAYS BANK PLC

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        CREDIT LYONNAIS, NEW YORK BRANCH

                                        By: /s/ W. Jay Buckley
                                            ------------------------------------
                                        Name:  W. JAY BUCKLEY
                                        Title: VICE PRESIDENT


                                     - 8 -
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                                        DRESDNER BANK AG, NEW YORK 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


                                        FIRST UNION NATIONAL BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE FIRST NATIONAL BANK OF CHICAGO

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FLEET BANK, N.A.

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        MARINE MIDLAND BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 9 -
<Page>

                                        DRESDNER BANK AG, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FIRST UNION NATIONAL BANK

                                        By: /s/ Jane W. Workman
                                            ------------------------------------
                                        Name:  JANE W. WORKMAN
                                        Title: SENIOR VICE PRESIDENT


                                        THE FIRST NATIONAL BANK OF CHICAGO

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FLEET BANK, N.A.

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        MARINE MIDLAND BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 9 -
<Page>

                                        DRESDNER BANK AG, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FIRST UNION NATIONAL BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK ONE, N.A (formerly known as THE
                                        FIRST NATIONAL BANK OF CHICAGO)

                                        By: /s/ Cory M. Helfand
                                            ------------------------------------
                                        Name:  CORY M. HELFAND
                                        Title: VICE PRESIDENT


                                        FLEET BANK, N.A.

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        MARINE MIDLAND BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 9 -
<Page>
                                        DRESDNER BANK AG, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FIRST UNION NATIONAL BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE FIRST NATIONAL BANK OF CHICAGO

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FLEET BANK, N.A.

                                        By: /s/ Robert
                                            ------------------------------------
                                        Name:  ROBERT
                                        Title: S.V.P.


                                        MARINE MIDLAND BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 9 -
<Page>

                                        DRESDNER BANK AG, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FIRST UNION NATIONAL BANK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE FIRST NATIONAL BANK OF CHICAGO

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        FLEET BANK, N.A.

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        HSBC BANK USA

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


                                     - 8 -
<Page>

                                        NATIONAL AUSTRALIA BANK LIMITED

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

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        ROYAL BANK OF CANADA

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE BANK OF NOVA SCOTIA

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE TORONTO-DOMINION BANK

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                        NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 10 -
<Page>

                                        NATIONAL AUSTRALIA BANK LIMITED

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        ROYAL BANK OF CANADA

                                        By: /s/ Glen D. Carter
                                            ------------------------------------
                                        Name:  Glen D. Carter
                                        Title: Senior Manager


                                        THE BANK OF NOVA SCOTIA

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE TORONTO-DOMINION BANK

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                        NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 10 -
<Page>

                                        NATIONAL AUSTRALIA BANK LIMITED

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        ROYAL BANK OF CANADA

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE BANK OF NOVA SCOTIA

                                        By: /s/ Brian S. Allen
                                            ------------------------------------
                                        Name:  Brian S. Allen
                                        Title: Managing Director


                                        THE TORONTO-DOMINION BANK

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                        NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 10 -

<Page>

                                        NATIONAL AUSTRALIA BANK LIMITED

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        ROYAL BANK OF CANADA

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE BANK OF NOVA SCOTIA

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE TORONTO-DOMINION BANK

                                        By: /s/ Azar S. Azarpour
                                            ------------------------------------
                                        Name:  AZAR S. AZARPOUR
                                        Title: MGR. CR. ADMIN.


                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                        NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 10 -
<Page>

                                        THE SUMITOMO BANK, LIMITED, NEW YORK
                                        BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        DG DEUTSCHE GENOSSENSCHAFTSBANK

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


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

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK OF HAWAII

                                        By: /s/ Donna R. Parker
                                            ------------------------------------
                                        Name:  DONNA R. PARKER
                                        Title: VICE PRESIDENT


                                     - 11 -
<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


                                        BAYERISCHE VEREINSBANK AG, NEW
                                        YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        COMERICA BANK

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        SOCIETE GENERALE

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 12 -
<Page>

                                        THE BANK OF NEW YORK

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


                                        BANCO CENTRAL HISPANOAMERICANO
                                        S.A., NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK AUSTRIA AKTIENGESELLSCHAFT

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANQUE NATIONALE DE PARIS

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 12 -
<Page>

                                        THE BANK OF NEW YORK

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANCO CENTRAL HISPANOAMERICANO
                                        S.A., NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK AUSTRIA AKTIENGESELLSCHAFT

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANQUE NATIONALE DE PARIS

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

                                        By:
                                            ------------------------------------
                                        Name:
                                        Title: Vice President


                                     - 13 -
<Page>

                                        PARIBAS

                                        By: /s/ Sean Reddington
                                            ------------------------------------
                                        Name:  Sean Reddington
                                        Title: Director

                                        By: /s/ Kevin D'Albert
                                            ------------------------------------
                                        Name:  Kevin D'Albert
                                        Title: Assistant Vice President


                                        BAYERISCHE LANDESBANK
                                        GIROZENTRALE, CAYMAN ISLANDS
                                        BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE FUJI BANK, LIMITED, NEW YORK
                                        BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        UNION BANK OF CALIFORNIA, N.A.

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        PRUDENTIAL SECURITIES


                                     - 14 -
<Page>

                                        BANQUE PARIBAS

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BAYERISCHE LANDESBANK
                                        GIROZENTRALE, CAYMAN ISLANDS
                                        BRANCH

                                        By: /s/ Hereward Drummond
                                            ------------------------------------
                                        Name:  Hereward Drummond
                                        Title: Senior Vice President

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


                                        THE FUJI BANK, LIMITED, NEW YORK
                                        BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        UNION BANK OF CALIFORNIA, N.A.

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        PRUDENTIAL SECURITIES

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 14 -
<Page>

                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, as Syndication Agent and a
                                        Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Co-Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        THE CHASE MANHATTAN BANK, as Co-
                                        Documentation Agent and a Bank

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK OF AMERICA, N.A.

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


                                        BARCLAYS BANK PLC

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        CREDIT LYONNAIS, NEW YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 8 -
<Page>

                                        THE SUMITOMO BANK, LIMITED, NEW YORK
                                        BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        DG DEUTSCHE GENOSSENSCHAFTSBANK

                                        By: /s/ Andrew S. Resnick
                                            ------------------------------------
                                        Name:  Andrew S. Resnick
                                        Title: Vice President

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


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

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BANK OF HAWAII

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 11 -
<Page>

                                        CREDIT SUISSE FIRST BOSTON

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BAYERISCHE VEREINSBANK AG, NEW
                                        YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        COMERICA BANK

                                        By: /s/ Marian L. Enright
                                            ------------------------------------
                                        Name:  Marian L. Enright
                                        Title: Vice President

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        SOCIETE GENERALE

                                        By: ____________________________________
                                        Name:
                                        Title:


                                     - 12 -
<Page>

                                        CREDIT SUISSE FIRST BOSTON

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BAYERISCHE VEREINSBANK AG, NEW
                                        YORK BRANCH

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        COMERICA BANK

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        SOCIETE GENERALE

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


                                     - 12 -