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                                                                    Exhibit 10.9

                                                                  EXECUTION COPY

                                    FIVE-YEAR

                                  $765,000,000

                                CREDIT AGREEMENT

                           dated as of April 13, 1998

                                      among

                            AT&T Capital Corporation,
                                  as Borrower,

                           Newcourt Credit Group Inc.,

                                       and

                         Newcourt Credit Group USA Inc.,
                                 as Guarantors,

                                       and

                             The Banks Party Hereto,

                                       and

                   Morgan Guaranty Trust Company of New York,
                            as Administrative Agent,

                                       and

                       Canadian Imperial Bank of Commerce,
                              as Syndication Agent

                                       and

                            The Chase Manhattan Bank

                                       and

                       Deutsche Bank AG, New York Branch,
                           as Co-Documentation Agents

--------------------------------------------------------------------------------

                           J.P. Morgan Securities Inc.

                                       and

                             CIBC Oppenheimer Corp.
                                  as Arrangers

--------------------------------------------------------------------------------

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                                TABLE OF CONTENTS

                                   ----------

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01. DEFINITIONS .................................................    1
SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS .........................   13
SECTION 1.03. TYPES OF BORROWINGS .........................................   14
SECTION 1.04. BASIS FOR RATINGS ...........................................   14

                                    ARTICLE 2
                                   THE CREDITS

SECTION 2.01. COMMITMENTS TO LEND .........................................   14
SECTION 2.02. NOTICE OF COMMITTED BORROWING ...............................   15
SECTION 2.03. NOTICE TO BANKS; FUNDING OF LOANS ...........................   15
SECTION 2.04. NOTES .......................................................   16
SECTION 2.05. MATURITY OF LOANS; TERMINATION OF COMMITMENTS ...............   16
SECTION 2.06. INTEREST RATES ..............................................   17
SECTION 2.07. FACILITY FEES ...............................................   19
SECTION 2.08. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS ............   20
SECTION 2.09. METHOD OF ELECTING INTEREST RATES ...........................   20
SECTION 2.10. OPTIONAL PREPAYMENTS ........................................   21
SECTION 2.11. GENERAL PROVISIONS AS TO PAYMENTS ...........................   22
SECTION 2.12. FUNDING LOSSES ..............................................   22
SECTION 2.13. COMPUTATION OF INTEREST AND FEES ............................   23
SECTION 2.14. REGULATION D COMPENSATION ...................................   23
SECTION 2.15. JUDGMENT CURRENCY ...........................................   24

                                    ARTICLE 3
                                   CONDITIONS

SECTION 3.01. EFFECTIVENESS ...............................................   24
SECTION 3.02. BORROWINGS ..................................................   26

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. CORPORATE EXISTENCE AND POWER ...............................   27
SECTION 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
              CONTRAVENTION ...............................................   27

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                                                                            PAGE
                                                                            ----

SECTION 4.03. BINDING EFFECT ..............................................   27
SECTION 4.04. FINANCIAL INFORMATION .......................................   28
SECTION 4.05. LITIGATION ..................................................   28
SECTION 4.06. SUBSIDIARIES ................................................   29
SECTION 4.07. NOT AN INVESTMENT COMPANY ...................................   29
SECTION 4.08. FULL DISCLOSURE .............................................   29
SECTION 4.09. RANK OF DEBT ................................................   29
SECTION 4.10. TAXES .......................................................   29

                                    ARTICLE 5
                                    COVENANTS

SECTION 5.01. INFORMATION .................................................   30
SECTION 5.02. MAINTENANCE OF EXISTENCE ....................................   31
SECTION 5.03. INTEREST COVERAGE ...........................................   31
SECTION 5.04. DEBT ........................................................   31
SECTION 5.05. MINIMUM CONSOLIDATED TANGIBLE NET WORTH .....................   31
SECTION 5.06. RESTRICTED PAYMENTS .........................................   32
SECTION 5.07. NEGATIVE PLEDGE .............................................   32
SECTION 5.08. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS .................   34
SECTION 5.09. USE OF PROCEEDS .............................................   36
SECTION 5.10. COMPLIANCE WITH LAWS ........................................   36
SECTION 5.11. INSPECTION OF PROPERTY, BOOKS AND RECORDS ...................   36
SECTION 5.12. YEAR 2000 COMPATIBILITY .....................................   36
SECTION 5.13. PARI PASSU ..................................................   37

                                    ARTICLE 6
                                    DEFAULTS

SECTION 6.01. EVENTS OF DEFAULT ...........................................   37
SECTION 6.02. NOTICE OF DEFAULT ...........................................   39
SECTION 6.03. RESCISSION ..................................................   39

                                    ARTICLE 7
                                    THE AGENT

SECTION 7.01. APPOINTMENT AND AUTHORIZATION ...............................   40
SECTION 7.02. AGENT AND AFFILIATES ........................................   40
SECTION 7.03. ACTION BY AGENT .............................................   40
SECTION 7.04. CONSULTATION WITH EXPERTS ...................................   40
SECTION 7.05. LIABILITY OF AGENT ..........................................   41


                                       ii
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                                                                            PAGE
                                                                            ----

SECTION 7.06. INDEMNIFICATION .............................................   41
SECTION 7.07. CREDIT DECISION .............................................   41
SECTION 7.08. SUCCESSOR AGENT .............................................   41
SECTION 7.09. AGENT'S FEE .................................................   42
SECTION 7.10. OTHER AGENTS ................................................   42

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR ....   42
SECTION 8.02. ILLEGALITY ..................................................   43
SECTION 8.03. INCREASED COST AND REDUCED RETURN ...........................   43
SECTION 8.04. TAXES .......................................................   45
SECTION 8.05. BASE RATE LOANS SUBSTITUTED FOR AFFECTED EURO-DOLLAR
              LOANS .......................................................   47
SECTION 8.06. SUBSTITUTION OF BANK ........................................   48
SECTION 8.07. COMPENSATION ................................................   48

                                    ARTICLE 9
                                    GUARANTY

SECTION 9.01. THE GUARANTY ................................................   49
SECTION 9.02. GUARANTY UNCONDITIONAL ......................................   49
SECTION 9.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
              CERTAIN CIRCUMSTANCES .......................................   50
SECTION 9.04. WAIVER BY THE GUARANTORS ....................................   50
SECTION 9.05. SUBROGATION AND CONTRIBUTION ................................   50
SECTION 9.06. STAY OF ACCELERATION ........................................   51
SECTION 9.07. RELEASE OF NEWCOURT USA AS GUARANTOR ........................   51
SECTION 9.08. LIMITATION ON THE OBLIGATIONS ...............................   51

                                   ARTICLE 10
                                  MISCELLANEOUS

SECTION 10.01. NOTICES ....................................................   51
SECTION 10.02. NO WAIVERS .................................................   52
SECTION 10.03. EXPENSES; INDEMNIFICATION ..................................   52
SECTION 10.04. SHARING OF SET-OFFS ........................................   52
SECTION 10.05. AMENDMENTS AND WAIVERS .....................................   53
SECTION 10.06. SUCCESSORS AND ASSIGNS .....................................   53
SECTION 10.07. COLLATERAL .................................................   55


                                      iii
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                                                                            PAGE
                                                                            ----

SECTION 10.08. GOVERNING LAW; SUBMISSION TO JURISDICTION ..................   55
SECTION 10.09. COUNTERPARTS; INTEGRATION ..................................   56
SECTION 10.10. WAIVER OF JURY TRIAL .......................................   57
SECTION 10.11. CONFIDENTIALITY ............................................   57

Exhibit A      -  Note
Exhibit B-1    -  Opinion of Counsel for the Borrower
Exhibit B-2    -  Opinion of Counsel for Newcourt
Exhibit B-3    -  Opinion of General Counsel of Newcourt USA
Exhibit C      -  Opinion of Special Counsel for the Agent
Exhibit D      -  Assignment and Assumption Agreement
Exhibit E      -  Terms of Subordination
Exhibit F      -  Terms of Guaranty


                                       iv
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                                CREDIT AGREEMENT

      AGREEMENT dated as of April 13, 1998 among AT&T CAPITAL CORPORATION,
NEWCOURT CREDIT GROUP INC., NEWCOURT CREDIT GROUP USA NC., the BANKS party
hereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent THE CHASE MANHATTAN
BANK and DEUTSCHE BANK AG, NEW YORK BRANCH, as Co-Documentation Agents and J.P.
MORGAN SECURITIES INC. and CIBC OPPENHEIMER CORP., as Arrangers.

                              W I T N E S S E T H:

      WHEREAS, the Borrower (as defined below) has heretofore entered into a
$800,000,000 Credit Agreement dated as of August 14, 1997 with the banks parties
thereto and Morgan Guaranty Trust Company of New York, as agent for such banks
(as in effect on the date hereof, the "Existing Credit Agreement"); and

      WHEREAS, the Borrower and the Guarantors (as defined below) wish to enter
into this Agreement to replace the Existing Credit Agreement; and

      WHEREAS, upon the effectiveness of this Agreement in accordance with
Section 3.01, the Existing Credit Agreement shall terminate;

      NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      SECTION 1.01. DEFINITIONS. The following terms, as used herein, have the
following meanings:

      "ACCOUNTS RECEIVABLE" means (i) any accounts receivable (whether or not
earned by performance), chattel paper, instruments, documents, general
intangibles, trade acceptances, any other rights to receive installment, rental
or other payments for, or relating to amounts due or to become due on account
of, equipment or goods sold or leased or to be sold or leased or services
rendered or to be rendered or funds advanced or loaned or to be advanced or
loaned and other rights to payment of any kind, (ii) any proceeds of any of the
foregoing and (iii) any interest in any property or asset of any kind (whether
of the obligor under such
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Accounts Receivable or any other Person) securing the payment of any item listed
in clause (i) hereof

      "ACQUISITION" means the purchase by Newcourt on January 12, 1998 of all of
the outstanding shares of common stock of the Borrower, alter which the Borrower
shall be a direct or indirect wholly-owned subsidiary of Newcourt and Newcourt
Holdings USA.

      "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Borrower) duly completed by such Bank.

      "AGENT" means Morgan Guaranty Trust Company of New York in its capacity as
administrative agent for the Banks hereunder, and its successors in such
capacity.

      "AGREEMENT" means this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

      "APPLICABLE LENDING OFFICE" means, respect to any Bank, (i) in the case of
its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office.

      "APPLICABLE MARGIN" has the meaning set forth in Section 2.06(f).

      "ASSET DROP-DOWN" has the meaning set forth in Section 5.08.

      "ASSIGNEE" has the meaning set forth in Section 10.06(c).

      "AT&T CAPITAL CORPORATION" means AT&T Capital Corporation, a Delaware
corporation, and its successors.

      "AT&T 364-DAY CREDIT AGREEMENT" means the $1,535,000,000 Credit Agreement
dated as of April 13, 1998 among the Borrower, Newcourt, Newcourt USA, the banks
party thereto, Morgan Guaranty Trust Company of New York, as Administrative
Agent, Canadian Imperial Bank of Commerce, as Syndication Agent, and The Chase
Manhattan Bank and Deutsche Bank AG, New York Branch, as Co-Documentation
Agents, as amended, restated, modified or supplemented from time to time.

      "BANK" means each bank listed on the signature pages hereof; each Assignee
which becomes a Bank pursuant to Section 8.06 or 10.06(c), and their respective
successors.


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      "BASE RATE" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

      "BASE RATE LOAN" means (i) a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount
which was a Base Rate Loan immediately before it became overdue.

      "BORROWER" means AT&T Capital Corporation, a Delaware corporation, and its
successors.

      "BORROWER'S 1997 FORM 10-K" means the Borrower's annual report on Form
10-K for 1997, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.

      "BORROWING" has the meaning set forth in Section 1.03.

      "CO-DOCUMENTATION AGENTS" means The Chase Manhattan Bank and Deutsche Bank
AG, New York Branch, each in its capacity as co-documentation agent for the
Banks hereunder, and their successors in such capacity.

      "COMMITMENT" means, respect to each Bank, the amount set forth opposite
the name of such Bank on the signature pages hereof, as such amount may be
reduced from time to time pursuant to Section 2.08 or changed pursuant to
Section 10.06(c).

      "COMMITTED LOAN" means a loan made by a Bank pursuant to Section 2.01;
PROVIDED that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term "Committed
Loan" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

      "CONSOLIDATED DEBT" means at any date the Debt of Newcourt and its
Consolidated Subsidiaries of the type referred to in clauses (i), (ii), (iv) and
(vii) of the definition of "DEBT", determined on a consolidated basis as of such
date; PROVIDED, HOWEVER, that any recourse provided by any Person in connection
with any sale, transfer or other disposition by such Person of Accounts
Receivable or of any subsidiary of such Person substantially all the assets of
which are Accounts Receivable which constitutes a "SALE" under GAAP (as in
effect at the time of such sale, transfer or other disposition) shall not, in
any event, constitute Consolidated Debt


                                       3
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      "CONSOLIDATED EBIT" means, for any period, the sum of (i) Consolidated Net
Income for such period PLUS (ii) to the extent deducted in determining such
Consolidated Net Income, the sum of Consolidated Interest Expense and the
provision for consolidated income tax for such period.

      "CONSOLIDATED INTEREST EXPENSE" means, for any period, the interest
expense of Newcourt and its Consolidated Subsidiaries determined on a
consolidated basis for such period.

      "CONSOLIDATED NET INCOME" means, for any period, the net income (loss)
(calculated (a) before preferred and common stock dividends and (b) exclusive of
the effect of any extraordinary or other material non-recurring gain or loss
outside the ordinary course of business) of Newcourt and its Consolidated
Subsidiaries, determined on a consolidated basis for such period.

      "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary or other entity
(including a business trust) the accounts of which would be consolidated with
those of Newcourt in its consolidated financial statements if such statements
were prepared as of such date.

      "CONSOLIDATED TANGIBLE NET WORTH" means at any date the sum of (i)
consolidated stockholders' equity of Newcourt and its Consolidated Subsidiaries,
less their consolidated Intangible Assets plus (ii) the Permitted Additional
Amount, all determined as of such date.

      "C$" means the lawful currency of Canada.

      "DEBT" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with GAAP, (v) all non-contingent obligations (and, for purposes of
Section 5.07 and the definitions of Material Debt and Material Financial
Obligations, all contingent obligations) of such Person to reimburse any bank or
other Person in respect of amounts paid under a letter of credit or similar
instrument, (vi) all Debt (to the extent not otherwise included pursuant to the
foregoing clauses) secured by a Lien on any asset of such Person, whether or not
such Debt is otherwise an obligation of such Person, and (vii) all Debt (to the
extent not otherwise included pursuant to the foregoing clauses) of others
guaranteed by such Person.


                                       4
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      "DEFAULT" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

      "DERIVATIVES OBLIGATIONS" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.

      "DOLLARS" and "$" means the lawful currency of the United States.

      "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close.

      "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent.

      "DROP-DOWN SUBSIDIARY" has the meaning set forth in Section 5.08.

      "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with Section 3.01.

      "ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to the
environment or the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment, including (without limitation) ambient air, surface
water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean-up or other remediation thereof.


                                       5
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      "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

      "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Agent

      "EURO-DOLLAR LOAN" means (i) a Committed Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election or (ii) an overdue amount which was a
Euro-Dollar Loan immediately before it became overdue.

      "EURO-DOLLAR RATE" means a rate of interest determined pursuant to Section
2.06(b) on the basis of a London Interbank Offered Rate.

      "EURO-DOLLAR REFERENCE BANKS" means the principal London offices of
Canadian Imperial Bank of Commerce, Morgan Guaranty Trust Company of New York,
The Chase Manhattan Bank and Royal Bank of Canada

      "EURO-DOLLAR RESERVE PERCENTAGE" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion Dollars in
respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

      "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

      "EXISTING AT&T 364-DAY CREDIT AGREEMENT" means the $1,200,000,000 Credit
Agreement dated as of August 14, 1997 among the Borrower, the banks party
thereto and Morgan Guaranty Trust Company of New York, as agent for such banks.

      "EXISTING NEWCOURT CREDIT AGREEMENT" means the Credit Agreement dated as
of May 14,1997 among Newcourt, the banks party thereto and Canadian Imperial
Bank of Commerce, as Agent as amended.


                                       6
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      "EXISTING NEWCOURT USA CREDIT AGREEMENTS" means each of the 364-Day Credit
Agreement dated as of May 14,1997 among Newcourt USA, the banks party thereto,
Canadian Imperial Bank of Commerce, as Administrative Agent, Bank of America
Illinois, as Syndication Agent and Deutsche Bank AG, New York Branch, as
Documentation Agent and the Thee-Year Credit Agreement dated as of May 14, 1997
among Newcourt USA, the banks party thereto, Canadian Imperial Bank of Commerce,
as Administrative Agent, Bank of America Illinois, as Syndication Agent and
Deutsche Bank AG, New York Branch, as Documentation Agent, each as amended.

      "EXISTING CREDIT AGREEMENT" has the meaning set forth in the recitals
hereto.

      "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, PROVIDED that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan Guaranty Trust Company of New
York on such day on such transactions as determined by the Agent.

      "GROUP" or "GROUP OF LOANS" means at any time a group of Loans consisting
of(i) all Committed Loans which are Base Rate Loans at such time or (ii) all
Committed Loans which are Euro-Dollar Loans having the same Interest Period at
such time; PROVIDED that, if a Committed Loan of any particular Bank is
converted to or made as a Base Rate Loan pursuant to Section 8.02 or 8.05, such
Loan shall be included in the same Group or Groups of Loans from time to time as
it would have been in if it had not been so converted or made.

      "GUARANTORS" means (i) each of Newcourt and (subject to Section 9.07)
Newcourt USA and (ii) from and after the date that any Restricted Subsidiary is
required to provide a guaranty pursuant to Section 5.13, such Restricted
Subsidiary, and their respective successors.

      "HAZARDOUS SUBSTANCES" means any toxic, radioactive, caustic or otherwise
hazardous substance, including petroleum, its derivatives and by-products and
other hydrocarbons, or any substance having any constituent


                                       7
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elements displaying any of the foregoing characteristics, PROVIDED that the
foregoing substances are regulated under the Environmental Laws.

      "INDEMNITEE" has the meaning set forth in Section 10.03(b).

      "INITIAL QUALIFYING PREFERRED SECURITIES" means the trust preferred
securities issued by Capita Preferred Trust in the form substantially as
described in the Prospectus dated as of August 30, 1996 contained in a
Registration Statement filed prior to the date hereof with the Securities and
Exchange Commission (which Registration Statement has not become effective as of
the date hereof).

      "INTANGIBLE ASSETS" means the amount (to the extent reflected in
determining consolidated stockholders' equity of Newcourt and its Consolidated
Subsidiaries at any date) of(x) all write-ups (other than write-ups resulting
from foreign currency translations and write-ups of assets of a going concern
business made within twelve months after the acquisition of such business)
subsequent to December 31, 1997 in the book value of any asset owned by Newcourt
or a Consolidated Subsidiary and (y) all unamortized debt discount and expense,
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, anticipated future benefit of tax loss carry-forwards, copyrights,
organization or developmental expenses and other intangible assets.

      "INTEREST PERIOD" means with respect to each Euro-Dollar Loan, a period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in the applicable Notice of Interest Rate
Election and ending one, two, three or six months thereafter, as the Borrower
may elect in the applicable notice; PROVIDED that:

            (a) any Interest Period which would otherwise end on a day which is
      not a Euro-Dollar Business Day shall, subject to clause (c) below, be
      extended to the next succeeding Euro-Dollar Business Day unless such
      Euro-Dollar Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Euro-Dollar Business
      Day;

            (b) any Interest Period which begins on the last Euro-Dollar
      Business Day of a calendar month (or on a day for which there is no
      numerically corresponding day in the calendar month at the end of such
      Interest Period) shall, subject to clause (c) below, end on the last
      Euro-Dollar Business Day of a calendar month, and

            (c) any Interest Period which would otherwise end after the
      Termination Date shall end on the Termination Date.


                                       8
<Page>

      "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

      "LIEN" means any mortgage, pledge, security interest or lien.

      "LOAN" means a Base Rate Loan or a Euro-Dollar Loan and "LOANS" means Base
Rate Loans or Euro-Dollar Loans or any combination of the foregoing.

      "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.06(b).

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
consolidated financial position of Newcourt and its subsidiaries.

      "MATERIAL DEBT" means Debt (other than the Loans) of Newcourt and/or one
or more of its Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate principal or face amount exceeding $100,000,000
(or its equivalent in any other currency).

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

      "MATERIAL SUBSIDIARY" means at any time each of Newcourt USA, Newcourt
Holdings USA and the Borrower, and each subsidiary of Newcourt that is also 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

      "NEWCOURT" means Newcourt Credit Group Inc., an Ontario corporation, and
its successors.

      "NEWCOURT AGREEMENTS" means each of this Agreement, the AT&T 364-Day
Credit Agreement and the Newcourt Credit Agreement

      "NEWCOURT CREDIT AGREEMENT" means the C$1,200,000,000 Credit Agreement
dated as of April 13, 1998 among Newcourt, Newcourt USA, AT&T Capital
Corporation, the banks party thereto, Canadian Imperial Bank of Commerce, as
Administrative Agent, Bank of Nova Scotia, as Syndication Agent,


                                       9
<Page>

and Royal Bank of Canada, as Documentation Agent, as amended, restated,
supplemented or otherwise modified from time to time.

      "NEWCOURT HOLDINGS USA" means Newcourt Holdings USA, Inc., a Delaware
corporation, and its successors.

      "NEWCOURT'S 1997 ANNUAL REPORT" means Newcourt's annual report for 1997,
as filed with the Ontario Securities Commission and each of the securities
regulatory authorities in each of the provinces of Canada.

      "NEWCOURT'S 1997 FORM 40-F" means Newcourt's annual report on Form 40-F
for 1997, as filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended.

      "NEWCOURT SENIOR OBLIGATIONS" means Newcourt's obligations under this
Agreement, the AT&T 364-Day Credit Agreement and the Newcourt Credit Agreement.

      "NEWCOURT USA" means Newcourt Credit Group USA Inc., a Delaware
corporation, and its successors.

      "Newcourt USA Debt" means the commercial paper debt expiring on May 13,
1998 of Newcourt USA outstanding as of the date of this Agreement.

      "NON-RECOURSE DEBT" of Newcourt, the Borrower or any Restricted Subsidiary
means any indebtedness for borrowed money of Newcourt, the Borrower or any
Restricted Subsidiary, as the case may be, which is secured by any Lien on or
payable solely from the income and proceeds of any property (including, without
limiting the generality of such term, any intangible assets), shares of stock,
other equity interests or debt of Newcourt, the Borrower or such Restricted
Subsidiary, as the case may be, and which is limited in recourse to the
property, shares of stock, other equity interests or debt subject to such Lien
and is not otherwise a general obligation of Newcourt, the Borrower or such
Restricted Subsidiary, as the case may be.

      "NOTES" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "NOTE" means any one of such promissory notes issued hereunder.

      "NOTICE OF BORROWING" means a Notice of Committed Borrowing (as defined in
Section 2.02).


                                       10
<Page>

      "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.09.

      "OBLIGORS" means the Guarantors and the Borrower, and Obligor means any
one of the foregoing.

      "PARENT" means, with respect to any Bank, any Person controlling such
Bank.

      "PARTICIPANT" has the meaning set forth in Section 10.06(b).

      "PERMITTED ADDITIONAL AMOUNT" means, at any date, the lesser of (i) (A)
the sum, for each issue of Qualifying Preferred Securities, of the excess of(x)
the amount of minority interests of Consolidated Subsidiaries not included in
consolidated stockholders' equity of Newcourt, determined in accordance with
GAAP, attributable to such Qualifying Preferred Securities MINUS (y) the
aggregate principal or face amount of securities and other obligations
(including guarantees) held by the issuer of such Qualifying Preferred
Securities (or any intermediary issuer) other than (1) securities or other
obligations (including guarantees) of any intermediary issuer (including those
issued by Capita Preferred Funding L.P. to Capita Preferred Trust in the Initial
Qualifying Preferred Securities) or (2) securities or other obligations
(including guarantees) of Newcourt all payments in respect of which are fully
subordinated (including in a bankruptcy, insolvency or similar proceeding) to
the prior payment in full of all principal, interest, fees and any other amount
payable under this Agreement PLUS (B) the aggregate outstanding principal amount
of Subordinated Debt at such time and (ii) 30% of Consolidated Tangible Net
Worth (determined after inclusion of the Permitted Additional Amount), each
determined on such date.

      "PERSON" means an individual, a corporation, a partnership, an
association, a limited liability company, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

      "PRIME RATE" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

      "QUALIFYING PREFERRED SECURITIES" means (A) the Initial Qualifying
Preferred Securities and (B) any preferred stock, limited partnership interests,
preferred trust certificates or other preferred equity securities, issued for
financing purposes by Newcourt or its Consolidated Subsidiaries and held by
Persons other than Newcourt and its Consolidated Subsidiaries, and reasonably
similar to the Initial Qualifying Preferred Securities, which securities
(whether described in


                                       11
<Page>

clause (A) or clause (B)) neither have nor provide the holders thereof (nor any
Person acting on their behalf) with (i) any required payments of the liquidation
preference or other capital amount thereof or any mandatory redemption or rights
of redemption, other than solely at the option of the issuer (other than an
insolvency of the issuer), (ii) any right to enforce against assets held by the
issuer thereof, whether upon a stated date or upon the happening of a default in
payment or other contingency (other than an insolvency of the issuer), whether
or not with the passage of time, or (iii) any conversion or rights to convert
into any securities of the issuer or any other Person other than into common
stock or other Qualifying Preferred Securities of such issuer, in any case prior
to December 31,2003.

      "QUARTERLY DATE" means the last Euro-Dollar Business Day of each March,
June, September and December.

      "REFERENCE BANKS" means the Euro-Dollar Reference Banks, and "REFERENCE
BANK" means any one of such Reference Banks.

      "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "REQUIRED BANKS" means at any time Banks having at least 51% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 51% of the aggregate unpaid
principal amount of the Loans.

      "RESTRICTED PAYMENT" means (i) any dividend or other distribution on any
shares of Newcourt's capital stock, including, without limitation, preferred
stock (except dividends payable solely in shares of such capital stock) or (ii)
any payment on account of the purchase, redemption, retirement or acquisition
of(a) any shares of Newcourt's capital stock, including, without limitation,
preferred stock, or (b) any option, warrant or other right to acquire shares of
Newcourt's capital stock, including, without limitation, preferred stock.

      "RESTRICTED SUBSIDIARY" means each Subsidiary of Newcourt that is
organized under the laws of (i) Canada or any Province thereof or (ii) any State
of the United States or the District of Columbia, and no substantial portion of
the business of which is carried on outside of the United States and Canada
PROVIDED that each Drop-Down Subsidiary shall be a Restricted Subsidiary.

      "SUBORDINATED DEBT" means Debt that is (i) Debt solely of Newcourt, (ii)
not secured by a Lien on any assets of Newcourt or any of its Subsidiaries and
(iii) made expressly subordinate and junior in right of payment to the payment
by Newcourt of all of its obligations under the Newcourt Senior Obligations


                                       12
<Page>

("SUPERIOR DEBT") on terms no less favorable to the holders of such Superior
Debt than those set forth in Exhibit E.

      "SUBSIDIARY" means any corporation or other entity of which securities or
other ownership interests (whether directly or indirectly in connection with
contract rights) having ordinary voting power to elect a majority of the board
of directors or other persons performing similar functions are at the time
directly or indirectly owned by Newcourt (or, if such term is used with
reference to any other Person, by such other Person).

      "SYNDICATION AGENT" means Canadian Imperial Bank of Commerce, in its
capacity as syndication agent for the Banks hereunder, and its successors in
such capacity.

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

      "UNITED STATES" means the United States of America, including the States
thereof and the District of Columbia, but excluding its territories and
possessions.

      "UNSECURED DEBT" means all Debt of any Person that is not secured by a
Lien on any asset of such Person.

      "VOTING POWER" means, respect to any outstanding capital stock of
Newcourt, the power (expressed as a percentage) represented by such capital
stock of the aggregate voting power of all outstanding shares of any class of
capital stock of Newcourt having ordinary voting power, including the power to
vote for election of the members of the Board of Directors (and, if any class
thereof has power to designate members of the Board of Directors or any special
committee thereoof, the power so to designate).

      SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with, and all
references to generally accepted accounting principles shall refer to,
accounting principles generally accepted in Canada as in effect from time to
time (such principles, so applied, "GAAP"), applied on a basis consistent
(except for changes made in consultation with Newcourt's independent public
accountants) with the most recent audited consolidated financial statements of
Newcourt and its Consolidated Subsidiaries delivered to the Banks; PROVIDED
that, if Newcourt notifies the Agent that Newcourt wishes to amend any covenant
in Article 5 to eliminate the effect of any change in generally accepted
accounting principles on


                                       13
<Page>

the operation of such covenant (or if the Agent notifies Newcourt that the
Required Banks wish to amend Article 5 for such purpose), then Newcourt's
compliance with such covenant shall be determined on the basis of generally
accepted accounting principles in effect immediately before the relevant change
in generally accepted accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to
Newcourt and the Required Banks.

      SECTION 1.03. TYPES OF BORROWINGS. The term "BORROWING" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article 2 on the same date, all of which Loans are of the same type (subject to
Article 8) and, except in the case of Base Rate Loans, have the same Interest
Period or initial Interest Period. Borrowings are classified for purposes of
this Agreement either by reference to the pricing of Loans comprising such
Borrowing (E.G., a "Euro-Dollar Borrowing" is a Borrowing comprised of
Euro-Dollar Loans) or by reference to the provisions of Article 2 under which
participation therein is determined (I.E., a "COMMITTED BORROWING" is a
Borrowing under Section 2.01 in which all Banks participate in proportion to
their Commitments).

      SECTION 1.04. BASIS FOR RATINGS. The credit ratings to be utilized in the
determination of a Status are the ratings assigned to unsecured senior
obligations of the Rated Issuer, without third party credit support. Ratings
assigned to any obligation which is secured or which has the benefit of third
party credit support shall be disregarded.

                                    ARTICLE 2

                                   THE CREDITS

      SECTION 2.01. COMMITMENTS TO LEND. Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make loans to the Borrower
pursuant to this Section from time to time on and alter the Effective Date and
prior to the Termination Date in amounts such that the aggregate principal
amount of Committed Loans by such Bank at any one time outstanding shall not
exceed the amount of its Commitment. Each Borrowing under this Section shall be
in an aggregate principal amount of $50,000,000 or any larger multiple of
$5,000,000 (except that any such Borrowing may be in the aggregate amount
available in accordance with Section 3.02(b)) and shall be made from the several
Banks ratably in proportion to their respective Commitments. Within the
foregoing limits, the Borrower may borrow under this Section, prepay Loans to
the extent permitted by Section 2.10, and reborrow at any time prior to the
Termination Date.


                                       14
<Page>

      SECTION 2.02. NOTICE OF COMMITTED BORROWING. The Borrower shall give the
Agent notice (a "NOTICE OF COMMITTED BORROWING") not later than 10:30 A.M. (New
York City time) on (x) the date of each Base Rate Borrowing and (y) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

            (a) the date of such Borrowing, which shall be a Domestic Business
      Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in
      the case of a Euro-Dollar Borrowing,

            (b) the aggregate amount of such Borrowing,

            (c) whether the Loans comprising such Borrowing are to bear interest
      initially at the Base Rate or a Euro-Dollar Rate, and

            (d) in the case of a Euro-Dollar Borrowing, the duration of the
      initial Interest Period applicable thereto, subject to the provisions of
      the definition of Interest Period.

      SECTION 2.03. NOTICE TO BANKS; FUNDING OF LOANS.

      (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify
each Bank of the contents thereof and of such Bank's share (if any) of such
Borrowing and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.

      (b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall make available its share of
such Borrowing, in Federal or other funds immediately available in New York
City, to the Agent at its address referred to in Section 10.01. Unless the Agent
determines that any applicable condition specified in Article 3 has not been
satisfied, the Agent will make the funds so received from the Banks available to
the Borrower. by 3:00 P.M. (New York City time) on the date of such Borrowing at
the Agent's aforesaid address.

      (c) Unless the Agent shall have received notice from a Bank prior to the
date of any Borrowing that such Bank will not make available to the Agent such
Bank's share of such Borrowing, the Agent may assume that such Bank has made
such share available to the Agent on the date of such Borrowing in accordance
with subsection (b) of this Section 2.03 and the Agent may, in reliance upon
such assumption, make available to the Borrower on such date a corresponding
amount. If and to the extent that such Bank shall not have so made such share
available to the Agent, such Bank and the Borrower severally agree to repay to
the Agent forthwith on demand such corresponding amount together with interest
thereon, for


                                       15
<Page>

each day from the date such amount is made available to the Borrower until the
date such amount is repaid to the Agent, at (i) in the case of the Borrower, a
rate per annum equal to the higher of the Federal Funds Rate and the interest
rate applicable thereto pursuant to Section 2.06 and (ii) in the case of such
Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement.

      SECTION 2.04. NOTES. (a) The Loans of each Bank shall be evidenced by a
single Note payable to the order of such Bank for the account of its Applicable
Lending Office in an amount equal to the aggregate unpaid principal amount of
such Bank's Loans.

      (b) Each Bank may, by notice to the Borrower and the Agent, request that
its Loans of a particular type be evidenced by a separate Note in an amount
equal to the aggregate unpaid principal amount of such Loans. Each such Note
shall be in substantially the form of Exhibit A hereto with appropriate
modifications to reflect the fact that it evidences solely Loans of the relevant
type. Each reference in this Agreement to the "NOTE" of such Bank shall be
deemed to refer to and include any or all of such Notes, as the context may
require.

      (c) Upon receipt of each Bank's Note pursuant to Section 3.0 1(b). the
Agent shall forward such Note to such Bank. Each Bank shall record the date,
amount and type of each Loan made by it and the date and amount of each payment
of principal made by the Borrower with respect thereto, and may, if such Bank so
elects in connection with any transfer or enforcement of its Note, endorse on
the schedule forming a part thereof appropriate notations to evidence the
foregoing information with respect to each such Loan then outstanding; PROVIDED
that the failure of any Bank to make any such recordation or endorsement or any
error in making the same shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.

      SECTION 2.05. MATURITY OF LOANS; TERMINATION OF COMMITMENTS. The
Commitments shall terminate on the Termination Date, and all Committed Loans
shall mature, and the principal amount thereof shall be due and payable, on such
date.

      SECTION 2.06. INTEREST RATES. (a) Each Base Rate Loan shall bear interest
on the outstanding principal amount thereof, for each day from the date such
Loan is made until it becomes due, at a rate per annum equal to the Base Rate
for such day. Such interest shall be payable quarterly in arrears on each
Quarterly Date and


                                       16
<Page>

on the Termination Date, and, with respect to the principal amount of any Base
Rate Loan converted to a Euro-Dollar Loan, on each date a Base Rate Loan is so
converted. Any overdue principal of or interest on any Base Rate Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to the sum of 1% plus the rate otherwise applicable to Base Rate Loans for such
day.

      (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the Applicable Margin for such day plus the
London Interbank Offered Rate applicable to such Interest Period. Such interest
shall be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof.

      The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period
means a rate of interest determined by the Agent on the basis of at least two
offered rates for deposits in Dollars for a period equal to such Interest Period
commencing on the first day of such Interest Period appearing on the Reuters
Screen LIBO Page as of 11:00 A.M. (London time) on the day that is two
Euro-Dollar Business Days prior to the first day of such Interest Period. If at
least two such offered rates appear on the Reuters Screen LIBO Page, the rate
with respect to each Interest Period will be the arithmetic average (rounded
upwards to the next 1/16th of 1%) of such offered rates. If fewer than two
offered rates appear, the "LONDON INTERBANK OFFERED RATE" in respect of any
Interest Period will be the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which deposits in
Dollars are offered to each of the Euro-Dollar Reference Banks in the London
interbank market at approximately 11:00 A.M. (London time) two Euro-Dollar
Business Days before the first day of such Interest Period in an amount
approximately equal to the principal amount of the Euro-Dollar Loan of such
Euro-Dollar Reference Bank to which such Interest Period is to apply and for a
period of time comparable to such Interest Period.

      (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 1% plus the rate applicable to Base Rate Loans for
such day.

      (d) The Agent shall determine each interest rate applicable to the Loans
hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.


                                       17
<Page>

      (e) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation necessary to determine an interest rate m
accordance with this Section, the Agent shall determine the relevant interest
rate on the basis of the quotation or quotations furnished by the remaining
Reference Bank or Banks or, if none of such quotations is available on a timely
basis, the provisions of Section 8.01 shall apply.

      (f) The "APPLICABLE MARGIN" with respect to any Euro-Dollar Loan at any
date is the applicable percentage amount set forth in the table below based on
the Status and Usage on such date.

<Table>
<Caption>
                            LEVEL I    LEVEL II    LEVEL III   LEVEL IV      LEVEL V   LEVEL VI
                             STATUS     STATUS       STATUS      STATUS      STATUS     STATUS
                            -------    --------    ---------   --------      -------   --------
<S>                          <C>         <C>         <C>         <C>         <C>        <C>
Euro-Dollar Loans
    Usage  less than or equal to  50%              0.210%      0.225%      0.265%      0.280%      0.350%     0.425%
    Usage  greater than           50%              0.260%      0.275%      0.315%      0.330%      0.400%     0.475%
</Table>

      "D&P" means Duff & Phelps Credit Rating Co. or any successor rating agency
acceptable to the Required Banks and the Borrower.

      "LEVEL I STATUS" exists at any date if, at such date, the Rated Issuer's
senior unsecured long-term debt is rated A/A2 or higher by at least two Rating
Agencies.

      "LEVEL II STATUS" exists at any date if, at such date, (a) the Rated
Issuer's senior unsecured long-term debt is rated A-/A3 or higher by at least
two Rating Agencies AND (b) Level I Status does not exist.

      "LEVEL III STATUS" exists at any date if, at such date, (a) the Rated
Issuer's senior unsecured long-term debt is rated BBB+/Baa1 or higher by at
least two Rating Agencies AND (b) neither Level I Status nor Level II Status
exists.

      "LEVEL IV STATUS" exists at any date if, at such date, (a) the Rated
Issuer's senior unsecured long-term debt is rated BBB/Baa2 or higher by at least
two Rating Agencies AND (b) none of Level I Status through Level Ill Status
exists.

      "LEVEL V STATUS" exists at any date if, at such date, (a) the Rated
Issuer's senior unsecured long-term debt is rated BBB-/Baa3 or higher by at
least two Rating Agencies AND (b) none of Level I Status through Level IV Status
exists.

      "LEVEL VI STATUS" exists at any date if, at such date, none of Level I
Status through Level V Status exists.


                                       18
<Page>

      "MOODY'S" means Moody's Investors Service, Inc. or any successor rating
agency acceptable to the Required Banks and the Borrower.

      "RATED ISSUER" means Newcourt; PROVIDED that if Newcourt is not rated by
all three Rating Agencies, "RATED ISSUER" means the Borrower.

      "RATING AGENCIES" means D&P, Moody's and S&P.

      "S&P" means Standard & Poor's Ratings Services or any successor rating
agency acceptable to the required Banks and the Borrower.

      "STATUS" means, at any date, whichever of Level I Status, Level II Status,
Level III Status, Level IV Status, Level V Status or Level VI Status exists at
such date.

      "USAGE" means at any date the percentage equivalent of a fraction (i) the
numerator of which is the aggregate outstanding principal amount of the Loans at
such date, after giving effect to any borrowing or payment on such date, and
(ii) the denominator of which is the aggregate amount of the Commitments at such
date. If for any reason any Loans remain outstanding after termination of the
Commitments, the Usage for each date on or after the date of such termination
shall be deemed to be greater than 50%.

      The rating in effect at any date is that in effect at the close of
business on such date. If the Rated Issuer has more than two ratings that are
not equivalent, the lower of the highest two ratings will apply.

      SECTION 2.07. FACILITY FEES. The Borrower shall pay to the Agent for the
account of the Banks ratably a facility fee at the Facility Fee Rate. Such
facility fee shall accrue from and including the Effective Date to but excluding
the Termination Date (or earlier date of termination of the Commitments in their
entirety), on the daily aggregate amount of the Commitments (whether used or
unused). Accrued facility fees shall be payable quarterly on each Quarterly Date
and upon the date of termination of the Commitments in their entirety.

      The "FACILITY FEE RATE" at any date is: (i) 0.090% if Level I Status
exists AT such date, (ii) 0.100% if Level II Status exists at such date, (iii)
0.110% if Level III Status exists at such date, (iv) 0.120% if Level IV Status
exists at such date, (v) 0.150% if Level V Status exists at such date and (vi)
0.200% if Level VI Status exists at such date.

      SECTION 2.08. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. The
Borrower may, upon AT least three Domestic Business Days' notice to the Agent,


                                       19
<Page>

(i) terminate the Commitments at any time, if no Loans are outstanding at such
time, or (ii) ratably reduce from time to time by an aggregate amount of
$25,000,000 or any larger multiple of $5,000,000, the aggregate amount of the
Commitments in excess of the aggregate outstanding principal amount of the
Loans. The Agent shall promptly notify each Bank of any such notice received by
the Agent.

      SECTION 2.09. METHOD OF ELECTING INTEREST RATES. (a) The Loans included in
each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject in each case to the
provisions of Article 8), as follows:

            (i) if such Loans are Base Rate Loans, the Borrower may elect to
      convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business
      Day; and

            (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
      convert such Loans to Base Rate Loans or elect to continue such Loans as
      Euro-Dollar Loans for an additional Interest Period, in each case
      effective on the last day of the then current Interest Period applicable
      to such Loans.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Agent at least three Euro-Dollar Business Days before the
conversion or continuation selected in such notice is to be effective. A Notice
of Interest Rate Election may, if it so specifies, apply to only a portion of
the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i)
such portion is allocated ratably among the Loans comprising such Group and (ii)
the portion to which such notice applies, and the remaining portion to which it
does not apply, are each $50,000,000 or any larger multiple of $5,000,000.

      (b) Each Notice of Interest Rate Election shall specify:

            (i) the Group of Loans (or portion thereof) to which such notice
      applies;

            (ii) the date on which the conversion or continuation selected in
      such notice is to be effective, which shall comply with the applicable
      clause of subsection (a) above;


                                       20
<Page>

            (iii) if the Loans comprising such Group are to be convened, the new
      type of Loans and, if such new Loans are Euro-Dollar Loans, the duration
      of the initial Interest Period applicable thereto; and

            (iv) if such Loans are to be continued as Euro-Dollar Loans for an
      additional Interest Period, the duration of such additional Interest
      Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

      (c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Agent shall promptly notify each Bank of
the contents thereof and such notice shall not thereafter be revocable by the
Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate
Election to the Agent for any Group of Euro-Dollar Loans, such Loans shall be
convened into Base Rate Loans on the last day of the then current Interest
Period applicable thereto.

      SECTION 2.10. OPTIONAL PREPAYMENTS. (a) The Borrower may, upon at least
one Domestic Business Day's notice to the Agent, prepay the Group of Base Rate
Loans in whole at any time, or from time to time in part in amounts aggregating
$50,000,000 or any larger multiple of $5,000,000, by paying the principal amount
to be prepaid together with accrued interest thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the Loans of
the several Banks included in such Group or Borrowing.

      (b) The Borrower may, upon at least three Euro-Dollar Business Days'
notice to the Agent, in the case of a Group of Euro-Dollar Loans, prepay the
Loans comprising such a Group on the last day of any Interest Period applicable
to such Group, in whole at any time, or from time to time in part in amounts
aggregating $50,000,000 or any larger multiple of $5,000,000, by paying the
principal amount to be prepaid together with accrued interest thereon to the
date of prepayment. Each such optional prepayment shall be applied to prepay
ratably the Loans of the several Banks included in such Group.

      (c) Upon receipt of a notice of prepayment pursuant to this Section, the
Agent shall promptly notify each Bank of the contents thereof and of such Bank's
ratable share (if any) of such prepayment and such notice shall not thereafter
be revocable by the Borrower.

      SECTION 2.11. GENERAL PROVISIONS AS TO PAYMENTS. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,


                                       21
<Page>

in Federal or other funds immediately available in New York City, to the Agent
at its address referred to in Section 10.01. The Agent will promptly distribute
to each Bank its ratable share of each such payment received by the Agent for
the account of the Banks. Whenever any payment of principal of, or interest on,
the Base Rate Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. If the date for any
payment of principal is extended pursuant to this Agreement or by operation of
law or otherwise, interest thereon shall be payable for such extended time.

      (b) Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Banks hereunder that the Borrower
will not make such payment in full, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent that
the Borrower shall not have so made such payment, each Bank shall repay to the
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Agent, at the Federal
Funds Rate.

      SECTION 2.12. FUNDING LOSSES. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan or any Euro-Dollar Loan is
converted to a Base Rate Loan (pursuant to Article 6 or 8 or otherwise) on any
day prior to the last day of an Interest Period applicable thereto, or if the
Borrower fails to borrow, continue, convert or prepay any Euro-Dollar Loans
after notice has been given to any Bank in accordance with Section 2.03(a),
2.09(c) or 2.10(c), the Borrower shall reimburse each Bank as provided in the
following paragraph for any resulting loss or expense incurred by it (or by a
Participant in the related Loan), including (without limitation) any loss
incurred in obtaining, liquidating or employing deposits from third parties, but
excluding loss of the Applicable Margin or any other margin for the period after
any such payment or conversion or failure to borrow or prepay.

      A certificate of each Bank setting forth such amount or amounts (including
the computation of such amount or amounts) as shall be necessary to compensate
such Bank or a Participant for the out-of-pocket expenses incurred by such Bank
or


                                       22
<Page>

such Participant shall be delivered to the Borrower and such amount or amounts
may be reviewed by the Borrower. If the Borrower, after receipt of any such
certificate from such Bank, disagrees in good faith with such Bank on the
computation of the amount or amounts owed to such Bank pursuant to this Section
2.12, such Bank and the Borrower shall negotiate in good faith to promptly
resolve such disagreement. Any payment required to be paid to such Bank pursuant
to this Section 2.12 shall be paid within 30 days after demand is made therefor
(or if there is a disagreement, after such disagreement is resolved). Each Bank
shall have a duty to mitigate the damages to such Bank that may arise as a
consequence of such funding losses described above to the extent that such
mitigation will not, in the judgment of such Bank, entail any cost or
disadvantage to such Bank that such Bank is not reimbursed or compensated for by
the Borrower.

      SECTION 2.13. COMPUTATION OF INTEREST AND FEES. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

      SECTION 2.14. REGULATION D COMPENSATION. For so long as any Bank maintains
reserves against "EUROCURRENCY LIABILITIES" (or any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of such Bank to United
States residents), and as a result the cost to such Bank (or its Applicable
Lending Office) of making or maintaining its Euro-Dollar Loans is increased,
then such Bank may require the Borrower to pay, contemporaneously with each
payment of interest on the Euro-Dollar Loans, additional interest on the related
Euro-Dollar Loan of such Bank at a rate per annum up to but not exceeding the
excess of(i)(A) the applicable London Interbank Offered Rate divided by (B) one
MINUS the Euro-Dollar Reserve Percentage over (ii) the rate specified in clause
(i)(A). Any Bank wishing to require payment of such additional interest (x)
shall so notify the Borrower, in which case such additional interest on the
Euro-Dollar Loans of such Bank shall be payable to such Bank at the rate and
place indicated in such notice with respect to each Interest Period commencing
at least three Euro-Dollar Business Days after the giving of such notice and (y)
shall furnish to the Borrower at least five Euro-Dollar Business Days prior to
each date on which interest is payable on the Euro-Dollar Loans an officers'
certificate setting forth the amount to which such Bank is then entitled under
this Section 2.14 (which shall be consistent with such Bank's good faith
estimate of the level at which the related reserves are maintained by it).


                                       23
<Page>

      SECTION 2.15. JUDGMENT CURRENCY. If for the purpose of obtaining judgment
in any court it is necessary to convert a sum due from the Borrower or any
Guarantor hereunder or under any Note into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Agent could purchase Dollars with such other currency at the
Agent's New York office on the Domestic Business Day preceding that on which
final judgment is given. The obligations of the Borrower and each Guarantor in
respect of any sum due to any Bank or the Agent hereunder or under any Note
shall, notwithstanding any judgment in a currency other than Dollars, be
discharged only to the extent that, on the Domestic Business Day following
receipt by such Bank or the Agent (as the case may be) of any sum adjudged to be
so due in such other currency, such Bank or the Agent (as the case may be) may
in accordance with normal banking procedures purchase Dollars with such other
currency. If the amount of Dollars so purchased is less than the sum originally
due to such Bank or the Agent, as the case may be, in Dollars, the Borrower and
each Guarantor agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Bank or the Agent, as the case may be, against such loss. If the amount of
Dollars so purchased exceeds (a) the sum originally due to any Bank or the
Agent, as the case may be, and (b) any amounts shared with other Banks as a
result of allocations of such excess as a disproportionate payment to such Bank
under Section 10.04, such Bank or the Agent, as the case may be, agrees to remit
such excess to the Borrower or the appropriate Guarantor, as the case may be.

                                    ARTICLE 3

                                   CONDITIONS

      SECTION 3.01. EFFECTIVENESS. This Agreement shall become effective on the
date that each of the following conditions shall have been satisfied (or waived
in accordance with Section 10.05):

            (a) receipt by the Agent of counterparts hereof signed by each of
      the parties hereto (or, in the case of any party as to which an executed
      counterpart shall not have been received, receipt by the Agent in form
      satisfactory to it of telegraphic, telex, facsimile transmission or other
      written confirmation from such party of execution of a counterpart hereof
      by such party);


                                       24
<Page>

            (b) receipt by the Agent of a duly executed Note for the account of
      each Bank dated on or before the Effective Date complying with the
      provisions of Section 2.04;

            (c) receipt by the Agent of evidence satisfactory to it that no
      loans are outstanding under the Existing Credit Agreement;

            (d) receipt by the Agent of an opinion of(i) the General Counsel or
      any Assistant General Counsel of the Borrower, substantially in the form
      of Exhibit B-l hereto, (ii) the General Counsel or any Assistant General
      Counsel of Newcourt, substantially in the form of Exhibit B-2 hereto and
      (iii) the General Counsel or any Assistant General Counsel of Newcourt
      USA, substantially in the form of Exhibit B-3 hereto;

            (e) receipt by the Agent of an opinion of Davis Polk & Wardwell,
      special counsel for the Agent, substantially in the form of Exhibit C
      hereto;

            (f) receipt by the Agent of evidence satisfactory to it that the
      AT&T 364-Day Credit Agreement and the Newcourt Credit Agreement are
      closing concurrently with this Agreement;

            (g) receipt by the Agent of evidence satisfactory to it that the
      commitments under each of the Existing Credit Agreement, the Existing AT&T
      364-Day Credit Agreement, the Existing Newcourt Credit Agreement and the
      Existing Newcourt USA Credit Agreements have been terminated and that the
      principal and interest on all loans and accrued fees outstanding
      thereunder have been repaid in full;

            (h) receipt by the Agent of the financial statements and PRO FORMA
      financial statements referred to in Section 4.04(a), (b) and (c); and

            (i) receipt by the Agent of all documents the Agent may reasonably
      request relating to the existence of each Obligor, the corporate authority
      for and the validity of this Agreement and the Notes, and any other
      matters relevant hereto, all in form and substance satisfactory to the
      Agent;

PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
April 24, 1998. The Agent shall promptly notify the Borrower and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto. The Banks that are parties to the Existing Credit Agreement,
comprising the "REQUIRED BANKS" as defined therein, and the Borrower agree that
the


                                       25
<Page>

commitments under the Existing Credit Agreement shall terminate in their
entirety simultaneously with and subject to the effectiveness of this Agreement
and that the Borrower shall be obligated to pay on the Effective Date the
accrued facility fees thereunder to but excluding the date of such
effectiveness.

      SECTION 3.02. BORROWINGS. The obligation of any Bank to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of the following
conditions:

            (a) receipt by the Agent of a Notice of Borrowing as required by
      Section 2.02;

            (b) immediately after such Borrowing, the aggregate outstanding
      principal amount of the Loans will not exceed the aggregate amount of the
      Commitments;

            (c) immediately before and after such Borrowing, no Default shall
      have occurred and be continuing; and

            (d) the representations and warranties of the Borrower and Newcourt
      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.

      Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower and Newcourt on the date of such Borrowing as to the
facts specified in clauses (b), (c) and (d) of this Section.

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

      Each of the Borrower, Newcourt and Newcourt USA jointly and severally
represents and warrants that:

      SECTION 4.01. CORPORATE EXISTENCE AND POWER. Each Obligor and each
Material Subsidiary of Newcourt is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate power and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted except those which the failure to have would not have a Material
Adverse Effect.

      SECTION 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.
(a) The execution, delivery and performance by the Borrower of


                                       26
<Page>

this Agreement and the Notes 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.

      (b) The execution, delivery and performance by each Guarantor of this
Agreement and the Notes 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 hereunder 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.

      SECTION 4.03. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of each Obligor, and the Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
each Obligor, in each case enforceable against each Obligor (or in the case of
the Notes, the Borrower) in accordance with their respective 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).

      SECTION 4.04. FINANCIAL INFORMATION. (a) The consolidated balance sheet of
Newcourt and its Consolidated Subsidiaries as of December 31,1997 and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for the fiscal year then ended, reported on by Ernst & Young and set
forth in Newcourt's 1997 Form 40-F and Newcourt's 1997 Annual Report, copies of
which have been delivered to each of the Banks, present fairly, in all material
respects, the consolidated financial position of Newcourt and its Consolidated
Subsidiaries as of such date and the consolidated results of their operations
and cash flows for such fiscal year, in conformity with GAAP.


                                       27
<Page>

      (b) The consolidated balance sheet of the Borrower and its consolidated
subsidiaries as of December 31, 1997 and the related consolidated statements of
income, changes in stockholders' equity and cash flows for the fiscal year then
ended, reported on by Arthur Andersen LLP and set forth in the Borrower's 1997
Form 10-K, a copy of which has been delivered to each of the Banks, present
fairly, in all material respects, the consolidated financial position of the
Borrower and its consolidated subsidiaries as of such date and the consolidated
results of their operations and cash flows for such fiscal year, in conformity
with generally accepted accounting principles as in effect in the United States.

      (c) The PRO FORMA balance sheet of Newcourt and its Consolidated
Subsidiaries as of December 31, 1997, certified by Newcourt's chief financial
officer or chief accounting officer, set forth in Newcourt's 1997 Annual Report,
a copy of which has been delivered to each of the Banks prior to the date
hereof, fairly presents, in accordance with GAAP applied on a basis consistent
with the financial statements referred to in Section 4.04(a), the consolidated
financial position of Newcourt and its Consolidated Subsidiaries as of such
date, adjusted to give effect to the Acquisition as if the Acquisition had
occurred on December 31, 1997.

      (d) Since December 31, 1997 to the Effective Date, after giving effect to
the PRO FORMA adjustments referred to in clause (c) above, there has been no
material adverse change in the consolidated financial condition of Newcourt and
its Consolidated Subsidiaries.

      SECTION 4.05. LITIGATION. There is no action, suit or proceeding pending
against, or to the knowledge of the Borrower or Neweourt threatened against,
Newcourt, the Borrower or any of Newcourt's other Subsidiaries before any court
or arbitrator or any governmental body, agency or official in which there is a
reasonable probability of an adverse decision which would have a Material
Adverse Effect, or which in any manner draws into question the validity or
enforceability of this Agreement or the Notes.

      SECTION 4.06. SUBSIDIARIES. Each of Newcourt's Consolidated Subsidiaries
which is a corporation is a corporation duly incorporated, validly existing and
in good standing under the laws of its jurisdiction of incorporation, and has
all corporate power and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted, except those which
the failure to have would not have a Material Adverse Effect

      SECTION 4.07. NOT AN INVESTMENT COMPANY. Neither Newcourt, the Borrower
nor any of Newcourt's other Subsidiaries is an "INVESTMENT COMPANY" within the
meaning of the Investment Company Act of 1940, as amended.


                                       28
<Page>

      SECTION 4.08. FULL DISCLOSURE. No written information heretofore furnished
by the Borrower or Newcourt to the Agent or any Bank pursuant to Section 4.04
is, and no written information hereafter furnished by the Borrower or Newcourt
to the Agent or any Bank pursuant to Section 5.01 contains or will contain any
material misstatement of any material facts.

      SECTION 4.09. RANK OF DEBT. The obligations of the Borrower under this
Agreement to pay the principal of and interest on the Loans and any and all
other amounts due hereunder and the obligations of the Guarantors hereunder
constitute direct and unconditional obligations of the Borrower and the
Guarantors and, except for Liens permitted under Section 5.07 and any
obligations in respect of employee benefits and taxes which have priority under
the laws of the United States or Canada, as the case may be, will rank at least
PARI PASSU in right of payment with all other Debt of the Borrower and the
Guarantors.

      SECTION 4.10. TAXES. Newcourt and each of the Material Subsidiaries has
filed or caused to be filed all income and other material tax returns and
reports required to be filed, and have paid all taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. To the best of Newcourt's
knowledge, there is no proposed tax assessment against Newcourt or any of the
Material Subsidiaries that would, if made, have a Material Adverse Effect.

                                    ARTICLE 5

                                    COVENANTS

      The Borrower and Newcourt each agree that, so long as any Bank has any
Commitment hereunder or any amount payable under any Note remains unpaid:

      SECTION 5.01. INFORMATION. Newcourt will deliver to each of the Banks:

            (a) within 105 days after the end of each fiscal year of Newcourt, a
      consolidated balance sheet of Newcourt and its Consolidated Subsidiaries
      as of the end of such fiscal year and the related consolidated statements
      of income, changes in stockholders' equity and cash flows for such fiscal
      year, setting forth in each case in comparative form the figures as of the
      end of and for the previous fiscal year, all reported on in a manner
      acceptable to the Securities and Exchange Commission by Ernst & Young or
      other independent public accountants of nationally recognized standing;


                                       29
<Page>

            (b) within 60 days after the end of each of the first three quarters
      of each fiscal year of Newcourt, a consolidated balance sheet of Newcourt
      and its Consolidated Subsidiaries as of the end of such quarter and the
      related consolidated statements of income for such quarter and the related
      consolidated statements of income and cash flows for the portion of
      Newcourt's fiscal year ended at the end of such quarter, setting forth in
      the case of such statements of income in comparative form the figures for
      the corresponding quarter and in the case of such statements of income and
      cash flows the corresponding portion of Neweourt's previous fiscal year,
      all certified as to fairness of presentation, GAAP and consistency by the
      chief financial officer or the chief accounting officer of Newcourt,
      subject to normal year end adjustments;

            (c) simultaneously with the delivery of each set of financial
      statements referred to in clauses (a) and (b) above, a certificate of the
      chief financial officer or the chief accounting officer of Newcourt (i)
      setting forth in reasonable detail the calculations required to establish
      whether Newcourt was in compliance with the requirements of Sections 5.03,
      5.04 and 5.05, inclusive, on the date of the consolidated balance sheet
      included in such financial statements and (ii) stating whether any Default
      exists on the date of such certificate and, if any Default then exists,
      setting forth the details thereof and the action which Newcourt is taking
      or proposes to take with respect thereto;

            (d) promptly after the mailing thereof to the shareholders of
      Newcourt generally, copies of all financial statements, reports and proxy
      statements so mailed; and

            (e) promptly after the filing thereof; copies of all reports on
      Forms 40-F, 6-K, 10-K, 10-Q and 8-K (or their equivalents), as applicable,
      which any Obligor shall have filed with the Securities and Exchange
      Commission and copies of annual reports to shareholders, annual financial
      statements, annual information forms and notices of annual meetings, as
      applicable, which Newcourt shall have filed with the Ontario Securities
      Commission or any of the securities regulatory authorities in a Province
      of Canada

      SECTION 5.02. MAINTENANCE OF EXISTENCE. Newcourt will, and will cause each
of its Material Subsidiaries to, preserve, renew and keep in full force and
effect its corporate existence except as otherwise permitted under Section 5.08.


                                       30
<Page>

      SECTION 5.03. INTEREST COVERAGE. The ratio of Consolidated EBIT to
Consolidated Interest Expense will not, for any period of four consecutive
fiscal quarters, be less than 1.25 to 1.

      SECTION 5.04. DEBT. Consolidated Debt determined at the end of any fiscal
quarter will not exceed 750% of Consolidated Tangible Net Worth determined at
the end of such fiscal quarter, and Consolidated Debt determined at the end of
any fiscal month which is not the last month of a fiscal quarter will not exceed
750% of the greater of(i) Consolidated Tangible Net Worth determined at the end
of the most recently ended fiscal quarter or (ii) Consolidated Tangible Net
Worth determined at the end of such fiscal month.

      SECTION 5.05. MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Consolidated
Tangible Net Worth shall at all times be at least (i) $1,059,000,000 PLUS (ii)
an amount equal to 50% of Consolidated Net Income for each fiscal quarter of
Newcourt and its Consolidated Subsidiaries ending alter December 31, 1997 (but
on or prior to the date of determination) for which Consolidated Net Income is
positive (but with no deduction on account of negative Consolidated Net Income
for any fiscal quarter of Newcourt and its Consolidated Subsidiaries) PLUS (iii)
an amount equal to 50% of the net proceeds, including the fair market value of
property other than cash (as determined in good faith by Newcourt's Board of
Directors), received after December 31, 1997 (x) by Newcourt from the issuance
of any capital stock of Newcourt, or in connection with the conversion or
exchange of any Debt into any such capital stock of Newcourt or (y) by any
Consolidated Subsidiary, to the extent that such amount received by a
Consolidated Subsidiary is included in the determination of, and results in an
increase to, the Permitted Additional Amount.

      SECTION 5.06. RESTRICTED PAYMENTS. Newcourt will not, and will not permit
any of its Subsidiaries to, declare or make any Restricted Payment unless, both
before and after giving effect thereto, no Event of Default under any of
paragraphs (a), (b), (d), (e), (f), (g), (h), (i) or (j) of Section 6.01 shall
have occurred and be continuing.

      SECTION 5.07. NEGATIVE PLEDGE. Newcourt will not and will not permit the
Borrower or any Restricted Subsidiary to, create, assume or suffer to exist any
Lien on any asset now owned or hereafter acquired by it, except:

            (a) Liens existing on the date of this Agreement securing Debt
      outstanding on the date of this Agreement (or Debt issued or incurred
      pursuant to commitments outstanding on the date of this Agreement) in an
      aggregate principal or face amount not exceeding $420,000,000 (or its
      equivalent in any other currency);


                                       31
<Page>

            (b) Liens on property of, or on any shares of stock or Debt of, any
      corporation existing at the time such corporation becomes a Restricted
      Subsidiary and not created at the request or with the consent of Newcourt
      and in contemplation of such event;

            (c) Liens on property, shares of stock, other equity interests, or
      Debt existing at the time of acquisition or repossession thereof by
      Newcourt, the Borrower or any Restricted Subsidiary and not created at the
      request or with the consent of Newcourt and in contemplation of such
      event;

            (d) Liens on physical property (or any Accounts Receivable arising
      in connection with the lease thereof), shares of stock; other equity
      interests, or Debt acquired (or, in the case of physical property,
      constructed) after the date hereof by Newcourt, the Borrower or any
      Restricted Subsidiary, which Liens are created prior to, at the time of,
      or within 180 days after such acquisition (or, in the case of physical
      property, the completion of such construction or commencement of
      commercial operation of such property, whichever is later) to secure any
      Debt incurred or assumed for the purpose of financing all or any part of
      the cost of such acquisition (or such construction);

            (e) any Lien on any asset of any corporation existing at the time
      such corporation is merged or consolidated with or into Newcourt, the
      Borrower or a Restricted Subsidiary and not created in contemplation of
      such event;

            (f) Liens arising in the ordinary course of Newecurt's, the
      Borrower's or such Restricted Subsidiary's business which (i) do not
      secure Debt or Derivatives Obligations, (ii) do not secure any obligation
      in an amount exceeding $25,000,000 (or its equivalent in any other
      currency) and (iii) do not in the aggregate materially detract from the
      value of its assets or materially impair the use thereof in the operation
      of its business;

            (g) Liens on Accounts Receivable of Newcourt, the Borrower or any
      Restricted Subsidiary arising from or in connection with transactions
      entered into by Newcourt, the Borrower or such Restricted Subsidiary after
      the date hereof or on Accounts Receivable acquired by Newcourt, the
      Borrower or such Restricted Subsidiary after such date from others, which
      Liens are created prior to, at the time of, or within one year after such
      Accounts Receivable arise or are acquired or, if later, the completion of
      the delivery or installation of the equipment or goods or the rendering of
      the


                                       32
<Page>

      services or the advancement or loaning of funds relating thereto (i) as a
      result of any guarantee, repurchase or other contingent (direct or
      indirect) or recourse obligation of Newcourt, the Borrower or such
      Restricted Subsidiary in connection with the discounting, sale,
      assignment, transfer or other disposition of such Accounts Receivable or
      any interest therein, or (ii) to secure or provide for the payment of all
      or any part of the investment of Newcourt, the Borrower or such Restricted
      Subsidiary in any such Accounts Receivable (whether or not such Accounts
      Receivable are the Accounts Receivable on which such Liens are created) or
      the purchase price thereof or to secure any debt (including, without
      limitation, Non-Recourse Debt) issued, incurred, assumed or guaranteed for
      the purpose of financing or refinancing all or any part of such investment
      or purchase price;

            (h) Liens on cash and cash equivalents securing Derivatives
      Obligations, PROVIDED that the aggregate amount of cash and cash
      equivalents subject to such Liens at no time exceed $25,000,000 (or its
      equivalent in any other currency);

            (i) Liens in favor of Newcourt, the Borrower or any Restricted
      Subsidiary;

            (j) Liens in favor of Canada or any Province thereof or the United
      States 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;

            (k) Liens to secure Non-Recourse Debt in connection with Newcourt,
      the Borrower or any Restricted Subsidiary 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 be 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 the rental or other payments or rights under
      such leases, or on any direct or indirect interest therein, and whether
      (in any case) (i) such Liens be created prior to, at the time of, or at
      any time after the entering into of such lease transactions and/or (ii)
      such leases be in existence prior to, or be entered into by Newcourt, the
      Borrower or such Restricted Subsidiary at the time of or at any time
      after, the purchase or other acquisition by Newcourt, the Borrower or such
      Restricted Subsidiary of the properties subject to such leases;


                                       33
<Page>

            (1) Liens securing any extension, renewal or replacement (or
      successive extensions, renewals or replacements), in whole or in part, of
      any Debt or other obligation secured by any Lien permitted by any of the
      foregoing clauses of this Section, PROVIDED, HOWEVER, that any such
      extension, renewal or replacement shall be limited to all or a part of the
      property or assets which secured the Debt or other obligation so extended,
      renewed or replaced (plus any improvements on such property) and that the
      amount of such Debt or other obligation secured thereby is not increased;
      and

            (m) Liens not otherwise permitted by the foregoing clauses of this
      Section securing Debt in an aggregate principal or face amount at any date
      not to exceed 10% of Consolidated Tangible Net Worth.

Notwithstanding the foregoing, for purposes of this Section, a Lien shall not be
deemed to be created (i) solely by virtue of an Asset Drop-Down or (ii) on any
Accounts Receivable that are treated as having been sold by Newcourt or any of
its Subsidiaries under applicable GAAP applied in accordance with Section 1.02.

      SECTION 5.08. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. Each of
Newcourt and the Borrower covenants that it will not:

      (i) merge or consolidate with any other corporation unless (a) either (I)
Newcourt or the Borrower, as the case may be, shall be the continuing
corporation; or (II) if the successor of such merger or consolidation is not
Newcourt or the Borrower, as applicable, the successor Person shall, in the case
of a merger or consolidation of Newcourt, be a corporation or other entity
organized under the laws of Canada or any Province thereof and in the case of a
merger or consolidation of the Borrower, be a corporation or other entity
organized under the laws of the United States of America or any State thereof,
which, in each case, is approved by the Required Banks and shall expressly
assume the obligations of Newcourt or the Borrower, as the case may be, in
respect of the due and punctual performance and observance of all of the
covenants and conditions of this Agreement to be performed or observed by
Newcourt or the Borrower, as the case may be, and the due and punctual payment
of the principal of and interest on all the Notes according to their tenor, by
one or more agreements, reasonably satisfactory in form to the Required Banks,
executed and delivered to the Agent by such successor Person; and (b) Newcourt
or the Borrower or such successor entity, as the case may be, shall not,
immediately after such merger or consolidation, be in default in the performance
or observance of any such covenants or conditions; or


                                       34
<Page>

      (ii) sell or convey all or substantially all of its assets to any Person
(other than such a sale or conveyance to a Subsidiary of Newcourt or the
Borrower or any successor thereto (such a sale or conveyance being called an
"ASSET DROP-DOWN"), unless (a) either (I) the Person which acquires by sale or
conveyance all or substantially all the assets of Newcourt or the Borrower, as
the case may be, shall, in the case of a sale by Newcourt, be a corporation or
other entity organized under the laws of Canada or any Province thereof and in
the case of a sale by the Borrower, be a corporation or other entity organized
under the laws of the United States of America or any State thereof, which, in
each case, is approved by the Required Banks and shall expressly assume the
obligations of Newcourt or the Borrower, as the case may be, in respect of the
due and punctual performance and observance of all of the covenants and
conditions of this Agreement to be performed or observed by Newcourt or the
Borrower, as the case may be, and the due and punctual payment of the principal
of and interest on all the Notes according to their tenor, by one or more
agreements, reasonably satisfactory in form to the Required Banks, executed and
delivered to the Agent by such successor Person; or (II) contemporaneously with
the completion of such sale or conveyance, all Loans are repaid in full
(together with all interest and other amounts accrued thereon to the date of
payment) and the Commitments are terminated or reduced to an aggregate amount
which is not more than the amount of cash deposited with the Agent and held as
cash collateral pursuant to arrangements satisfactory to the Agent for the
benefit of the Banks; and (b) such successor entity shall not, immediately after
such sale or conveyance, be in default in the performance or observance of any
such covenants or conditions. In the event of any Asset Drop-Down after the date
of this Agreement, any subsequent sale or conveyance of assets by a Subsidiary
to which assets were transferred in such Asset Drop-Down (a "DROP-DOWN
SUBSIDIARY") will be deemed to be a sale or conveyance of assets by Newcourt or
the Borrower, as the case may be, for purposes of this Section 5.08. This
Section 5.08 shall not prohibit either Newcourt or the Borrower from effecting
securitization transactions in the ordinary course of its business in a manner
not otherwise prohibited by this Agreement

      SECTION 5.09. USE OF PROCEEDS. The proceeds of the Loans made under this
Agreement will be used by the Borrower for general corporate purposes. None of
such proceeds will be used for the purpose of buying or carrying any "MARGIN
STOCK" within the meaning of Regulation U.

      SECTION 5.10. COMPLIANCE WITH LAWS. Newcourt shall comply and cause each
of the Material Subsidiaries to comply with the requirements of all material
applicable laws, including material Environmental Laws, judgments, orders,
decisions and awards, non-compliance with which could reasonably be expected to
have a Material Adverse Effect.


                                       35
<Page>

      SECTION 5.11. INSPECTION OF PROPERTY, BOOKS AND RECORDS. Newcourt shall
maintain and shall cause each of its Subsidiaries to maintain proper books of
record and account, in which full, true and correct entries in conformity with
applicable generally accepted accounting principles consistently applied shall
be made of all financial transactions and matters involving the assets and
business of Newcourt and of each of its Subsidiaries. If an Event of Default
shall have occurred and be continuing, Newcourt shall permit, and shall cause
each of its Subsidiaries to permit, representatives and independent contractors
of the Agent, acting on behalf of the Banks to visit and inspect any of their
respective properties, to examine their respective corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the expense of
Newcourt, and at any time during normal business hours and as often as may be
reasonably desired, without advance notice to Newcourt.

      SECTION 5.12. YEAR 2000 COMPATIBILITY. Newcourt shall take and shall cause
each of the Material Subsidiaries to take all reasonable action necessary to
assure that its computer based systems are able to operate and effectively
process data including dates on or after January 1, 2000. At the request of the
Agent, Newcourt shall provide the Agent reasonable assurance of such Person's
compliance with the immediately preceding sentence.

      SECTION 5.13. PARI PASSU. No Obligor shall create, incur or issue any
Unsecured Debt which is contractually senior in right of payment to the
obligations of such Obligor under the Newcourt Agreements. No Obligor shall
permit any Restricted Subsidiary to create, incur or issue any Unsecured Debt,
other than Debt owed to Newcourt and its Subsidiaries ("INTERCOMPANY DEBT"),
unless (x) such creation, incurrence or issuance by such Restricted Subsidiary
would not otherwise result in a Default and (y) within 45 days after creating,
incurring or issuing such Unsecured Debt (other than Intercompany Debt), such
Restricted Subsidiary executes and delivers to the Agent for the benefit of the
Banks, a guaranty, substantially on terms no less favorable to the Banks than
those set forth in Exhibit F, with respect to the obligations of AT&T Capital
Corporation and Newcourt under the Newcourt Agreements, together with a
favorable opinion of counsel, substantially to the effect, with respect to such
Restricted Subsidiary, of the opinion of counsel delivered with respect to
Newcourt pursuant to Section 301(d)(ii) hereof.


                                       36
<Page>

                                   ARTICLE 6

                                    DEFAULTS

      SECTION 6.01. EVENT OF DEFAULT. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

            (a) the Borrower shall fail to pay when due any principal of any
      Loan, or shall fail to pay within five Domestic Business Days of the due
      date thereof any interest on any Loan, any fees or any other amount
      payable hereunder,

            (b) Newcourt shall fail to observe or perform any covenant contained
      in Section 5.02, 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08;

            (c) the Borrower or Newcourt shall fail to observe or perform any
      covenant or agreement contained in this Agreement (other than those
      covered by clause (a) or (b) above) for 30 days after notice thereof has
      been given to the Borrower or Newcourt by the Agent at the request of the
      Required Banks;

            (d) any representation or warranty made or deemed made by the
      Borrower or Newcourt in this Agreement or in any certificate delivered
      pursuant to this Agreement shall prove to have been materially incorrect
      when made (or deemed made pursuant to Section 3.02);

            (e) Newcourt, the Borrower or any other Subsidiary of Newcourt shall
      fail to make any payment of principal or interest in respect of any
      Material Financial Obligations when due or within any applicable grace
      period;

            (f) any event or condition shall occur which results in the
      acceleration of the maturity of any Material Debt or enables the holder of
      such Debt or any Person acting on such holder's behalf to accelerate the
      maturity thereof (unless such acceleration or right to accelerate in
      respect of such event or condition has been validly waived by or on behalf
      of such holder by waiver then in effect);

            (g) Newcourt, the Borrower or any other Subsidiary of Newcourt shall
      commence a voluntary case seeking liquidation, reorganization or other
      relief with respect to itself or its debts under any bankruptcy,
      insolvency or other similar law now or hereafter in effect or seeking the
      appointment of a trustee, receiver, liquidator, custodian or other similar
      official of it or any substantial part of its property, or shall consent
      to any


                                       37
<Page>

      such relief or to the appointment of or taking possession by any such
      official in an involuntary case seeking such relief commenced against it
      under any such law, or shall make a general assignment for the benefit of
      creditors, or shall admit in writing its inability generally to pay its
      debts as they become due;

            (h) an order for relief shall be entered against Newcourt, the
      Borrower or any other Subsidiary of Newcourt under any bankruptcy,
      insolvency or other similar law now or hereafter in effect in an
      involuntary case or other proceeding seeking liquidation, reorganization
      or other relief with respect to it or its debts or seeking the appointment
      of a trustee, receiver, liquidator, custodian or other similar official of
      it or any substantial part of its property, and such decree or order shall
      remain undismissed and unstayed for a period of 90 days;

            (i) Newcourt shall cease to be the direct or indirect beneficial
      owner of 100% of shares of common stock of Newcourt Holdings USA, Newcourt
      USA or the Borrower; PROVIDED that the dissolution of Newcourt USA upon
      repayment in full of the Newcourt USA Debt shall not be an Event of
      Default;

            (j) any person or group of persons (within the meaning of Section 13
      or 14 of the Securities Exchange Act of 1934, as amended) shall have
      acquired on any date beneficial ownership (within the meaning of Rule
      13d-3 promulgated by the Securities and Exchange Commission under said
      Act) of shares of capital stock of Newcourt with 50.1% or more of the
      Voting Power;

            (k) one or more non-interlocutory judgments, non-interlocutory
      orders, judgments or orders forte payment of money, decrees or arbitration
      awards is entered against Newcourt, the Borrower or any other Consolidated
      Subsidiary of Newcourt involving in the aggregate a liability (to the
      extent not covered by independent third-party insurance as to which the
      insurer does not dispute coverage) as to any single or related series of
      transactions, incidents or conditions, of $50,000,000 (or its equivalent
      amount in any other currency) or more, and the same shall remain
      unsatisfied, unvacated or unstayed pending appeal for a period of 60 days
      after the entry thereof;

            (l) the guaranty by any Guarantor pursuant to this Agreement shall
      at any time fail to constitute a valid and binding agreement of such
      Guarantor or an Obligor shall so assert in writing;


                                       38
<Page>

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding Notes evidencing more than 50% in aggregate principal
amount of the Loans, by notice to the Borrower declare the Loans (together with
accrued interest thereon) to be, and the Loans (together with accrued interest
thereon) shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower, PROVIDED that in the case of any of the Events of
Default specified in paragraph (g) or (h) above with respect to the Borrower or
Newcourt, without any notice to the Borrower or Newcourt or any other act by the
Agent or the Banks, the Commitments shall thereupon terminate and the Loans
(together with accrued interest thereon) shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower and Newcourt.

      SECTION 6.02. NOTICE OF DEFAULT. The Agent shall give notice to the
Borrower or Newcourt, as the case may be, under Section 6.01(c) promptly upon
being requested to do so by the Required Banks and shall thereupon notify all
the Banks thereof

      SECTION 6.03. RESCISSION. If at any time after termination of the
Commitments and/or acceleration of the maturity of the Loans pursuant to Section
6.01, the Borrower shall pay all arrears of interest and all payments on account
of principal of the Loans which shall have become due otherwise than by
acceleration (with interest on principal at the rates specified in this
Agreement) and all Defaults (other than nonpayment of principal of and accrued
interest on the Loans due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to Section 10.05, then upon the written consent of
the Required Banks and notice to the Borrower, such termination of the
Commitments and/or such acceleration and their consequences may be rescinded and
annulled, but such action shall not affect any subsequent Default or impair any
right or remedy consequent thereon. The provisions of the preceding sentence are
intended merely to bind the Banks to a decision which may be made at the
election of the Required Banks; they are not intended to benefit the Borrower
and do not give the Borrower the right to require the Banks to rescind or annul
any acceleration hereunder, even if the conditions set forth herein are met.


                                       39
<Page>

                                   ARTICLE 7

                                    THE AGENT

      SECTION 7.01. APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the Notes as are delegated to
the Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

      SECTION 7.02. AGENT AND AFFILIATES. Morgan Guaranty Trust Company of New
York shall have the same rights and powers under this Agreement as any other
Bank and may exercise or refrain from exercising the same as though it were not
the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with Newcourt or any Subsidiary or affiliate of Newcourt as if it were
not the Agent hereunder.

      SECTION 7.03. ACTION BY AGENT. The obligations of the Agent hereunder are
only those expressly set forth herein. Without limiting the generality of the
foregoing, the Agent shall not be required to take any action with respect to
any Default, except as expressly provided in Article 6.

      SECTION 7.04. CONSULTATION WITH EXPERTS. The Agent may consult with legal
counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

      SECTION 7.05. LIABILITY OF AGENT. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct. Neither the Agent nor
any of its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction of
any condition specified in Article 3, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in
connection herewith. The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement, or other writing
(which may be a bank wire, telex, facsimile


                                       40
<Page>

transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

      SECTION 7.06. INDEMNIFICATION. Each Bank shall, ratably in accordance with
its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement or any action taken or omitted
by such indemnitees hereunder.

      SECTION 7.07. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

      SECTION 7.08. SUCCESSOR AGENT. The Agent may resign at any time by giving
notice thereof to the Banks and the Borrower. Upon any such resignation, the
Borrower shall have the right to appoint a successor Agent from among the Banks.
If no successor Agent shall have been so appointed, and shall have accepted such
appointment, within 30 days after the retiring Agent gives notice of
resignation, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall be a commercial bank organized or licensed under
the laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $300,000,000. Upon the acceptance of
its appointment as Agent hereunder by a successor Agent such successor Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Agent and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.

      SECTION 7.09. AGENT'S FEE. The Borrower shall pay to the Agent for its own
account fees in the amounts and at the times previously agreed upon between the
Borrower and the Agent.


                                       41
<Page>

      SECTION 7.10. OTHER AGENTS. The Syndication Agent and the Co-Documentation
Agents shall have no responsibilities or obligations hereunder in their
respective capacities as Syndication Agent and Co-Documentation Agents.

                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES

      SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If
on or prior to the first day of any Interest Period for any Euro-Dollar Loan:

            (a) the Agent is advised, under the circumstances contemplated by
      the final sentence of the definition of London Interbank Offered Rate, by
      the Euro-Dollar Reference Banks that deposits in Dollars (in the
      applicable amounts) are not being offered to such Reference Banks in the
      relevant market for such Interest Period, or

            (b) in the case of Euro-Dollar Loans, Banks having 50% or more of
      the aggregate principal amount of the affected Loans advise the Agent that
      the London Interbank Offered Rate as determined by the Agent will not
      adequately and fairly reflect the cost to such Banks of funding their
      Euro-Dollar Loans for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans,
as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar
Loan shall be converted into a Base Rate Loan on the last day of the then
current Interest Period applicable thereto. Unless the Borrower notifies the
Agent at least one Domestic Business Day before the date of any Euro-Dollar
Borrowing for which a Notice of Borrowing has previously been given that it
elects not to borrow on such date, such Euro-Dollar Borrowing shall instead be
made as a Base Rate Borrowing.

      SECTION 8.02. ILLEGALITY. If, on or after the date of this Agreement the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to


                                       42
<Page>

make, maintain or fund its Euro-Dollar Loans and such Bank shall so notify the
Agent, the Agent shall forthwith give notice thereof to the other Banks and the
Borrower, whereupon until such Bank notifies the Borrower and the Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Dollar Loans, or to convert outstanding Loans into
Euro-Dollar Loans, shall be suspended. Before giving any notice to the Agent
pursuant to this Section, such Bank shall designate a different Euro-Dollar
Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. If such notice is given, each Euro-Dollar Loan of such Bank then
outstanding shall be converted to a Base Rate Loan either (a) on the last day of
the then current Interest Period applicable to such Euro-Dollar Loan if such
Bank may lawfully continue to maintain and fund such Loan to such day or (b)
immediately if such Bank shall determine that it may not lawfully continue to
maintain and fund such Loan to such day.

      SECTION 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after the
date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans, the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
with respect to any Euro-Dollar Loan any such requirement with respect to which
such Bank is entitled to compensation during the relevant Interest Period under
Section 2.14), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its
Applicable Lending Office) or on the United States market for certificates of
deposit or the London interbank market any other condition affecting its
Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the
result of any of the foregoing is to increase the cost to such Bank (or its
Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to
reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Note with respect
thereto, by an amount deemed by such Bank to be material, then, pursuant to
paragraph (c) below, the Borrower shall pay to such Bank such additional amount
or amounts as will compensate such Bank for such increased cost or reduction.


                                       43
<Page>

      (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency (including any determination by any such authority, central bank or
comparable agency that, for purposes of capital adequacy requirements, the
Commitments hereunder do not constitute commitments with an original maturity of
one year or less, which shall be deemed a change in the interpretation and
administration of such requirements) has or would have the effect of reducing
the rate of return on capital of such Bank (or its Parent) as a consequence of
such Bank's obligations hereunder to a level below that which such Bank (or its
Parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then pursuant to paragraph (c) below,
the Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank (or its Parent) for such reduction.

      (c) Each Bank will promptly notify the Borrower and the Agent of any event
of which it has knowledge, occurring after the date hereof, which will entitle
such Bank to compensation pursuant to this Section. A certificate of a Bank
setting forth such amount or amounts (including computation of such amount or
amounts) as shall be necessary to compensate such Bank or its Parent as
specified in paragraph (a) or (b) above, as the case may be, shall be delivered
to the Borrower and such amount or amounts may be reviewed by the Borrower.
Unless the Borrower disagrees in good faith with the computation of the amount
or amounts in such certificate, the Borrower shall pay to such Bank, within 30
days after receipt by the Borrower of such certificate delivered by such Bank,
the amount shown as due on any such certificate. If the Borrower, after receipt
of any such certificate from a Bank, disagrees with such Bank on the computation
of the amount or amounts owed to such Bank pursuant to paragraph (a) or (b)
above, such Bank and the Borrower shall negotiate in good faith to promptly
resolve such disagreement In either case, however, such Bank shall have a duty
to mitigate the damages that may arise as a consequence of paragraph (a) or (b)
above (including, without limitation, changing its Applicable Lending Office) to
the extent that such mitigation will not, in the judgment of such Bank, entail
any cost or disadvantage to such Bank that such Bank is not reimbursed or
compensated for by the Borrower.

      SECTION 8.04. TAXES. (a) Any and all payments by any Obligor to or for the
account of any Bank or the Agent hereunder or under any Note shall be made


                                       44
<Page>

free and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings imposed by the
United States or Canada or any political subdivision or taxing authority of
either of the foregoing or any other jurisdiction from which or through which
such payment is made or deemed to be made, and all liabilities with respect
thereto, EXCLUDING, in the case of each Bank and the Agent, taxes imposed on its
net income, and franchise taxes imposed on it, by the jurisdiction in which such
Bank or Agent is organized or in which its Applicable Lending Office is located
or any political subdivision or taxing authority thereof (all such non-excluded
taxes, duties, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "TAXES"). If any Obligor shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Bank or the Agent, (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
8.04) such Bank or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such
Obligor shall make such deductions, (iii) such Obligor shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law and (iv) such Obligor shall furnish to the Agent, at its
address referred to in Section 10.01, the original or a certified copy of a
receipt evidencing payment thereof

      (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, or charges or similar
levies which arise from any payment made hereunder or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note (hereinafter referred to as "OTHER TAXES").

      (c) Each Obligor agrees to indemnify each Bank and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 8.04) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and reasonable out-of-pocket expenses)
arising therefrom or with respect thereto (other than any such liability that
results from the gross negligence or willful misconduct of such Bank and the
Agent, and whether or not such Taxes or Other Taxes were correctly or legally
asserted by the relevant taxing authority or other governmental authority). This
indemnification shall be made within 30 days from the date such Bank or the
Agent (as the case may be) makes written demand therefor. If any Bank or the
Agent determines it has received a refund in respect of any Taxes or Other Taxes
for which such Bank or the Agent has received payment from an Obligor hereunder
it shall promptly repay such refund (including any interest received by such
Bank or the Agent from the taxing authority with respect to the refund with
respect to such Taxes or Other


                                       45
<Page>

Taxes) to such Obligor, net of all reasonable out-of-pocket expenses of such
Bank; PROVIDED that such Obligor, upon the request of such Bank or the Agent,
agrees to return such refund (plus penalties, interest or other charges) to such
Bank or the Agent in the event such Bank or the Agent is required to repay such
refund.

      (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower with Internal Revenue Service Form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, duly executed by such
Bank, certifying that such Bank is entitled to benefits under an income tax
treaty to which the United States is a party which reduces the rate of
withholding tax on payments of interest or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States. If the form provided by a Bank at the time
such Bank first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from "TAXES" as defined in Section 8.04(a).

      (e) Each Bank further agrees to promptly notify the Borrower if such Bank
changes its Applicable Lending Office and, upon written request from the
Borrower, deliver Forms 1001 or 4224 required pursuant to Section 8.04(d) prior
to the immediately following due date of any payment by any Obligor hereunder.

      (f) No Obligor shall be required to pay any additional amounts to any Bank
or the Agent in respect of Taxes and Other Taxes pursuant to paragraphs (a), (b)
and (c) above if the obligation to pay such additional amounts would not have
arisen but for a failure by such Bank or Agent to comply, if required, with the
provisions of paragraphs (d) and (e) above unless such failure results from (i)
a change in applicable law, regulation or official interpretation thereof or
(ii) an amendment, modification or revocation of any applicable tax treaty or a
change in official position regarding the application or interpretation thereof,
in each case after the date hereof or after such Bank became a party hereto;
PROVIDED, HOWEVER, that should a Bank, which is otherwise exempt from or subject
to a reduced rate of withholding tax, become subject to Taxes because of its
failure to deliver a form required hereunder, the relevant Obligor shall take
such steps as such Bank shall reasonably request to assist such Bank to recover
such Taxes. In addition, Newcourt shall not be required to pay any such
additional amounts (x) to any Bank by reason of that Bank being connected with
Canada (or being engaged in a business or having a permanent establishment in
Canada) otherwise than by merely


                                       46
<Page>

lending money to the Borrower pursuant to this Agreement, including, without
limitation, the connection with Canada of a non-resident insurer who carries on
an insurance business in Canada and in a country other than Canada or (y) to any
Bank in respect of whom such Taxes are required to be withheld or deducted as a
result of its not dealing at arm's length with either Newcourt or the Borrower.

      (g) Any Bank claiming any additional amounts payable under this Section
8.04 shall (i) to the extent legally able to do so, upon reasonable written
request from the relevant Obligor, file any certificate or document if such
filing would avoid the need for or reduce the amount of any such additional
amounts which may thereafter accrue, and such Obligor shall not be obligated to
pay such additional amounts if, after such Obligor's request, any Bank could
have filed such certificate or document and failed to do so; or (ii) consistent
with legal and regulatory restrictions, use reasonable efforts to change the
jurisdiction of its Applicable Lending Office if the making of such change would
avoid the need for or reduce the amount of any additional amounts which may
thereafter accrue and would not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank.

      SECTION 8.05. BASE RATE LOANS SUBSTITUTED FOR AFFECTED EURO-DOLLAR LOANS.
If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans has been
suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation
under Section 8.03 or 8.04 with respect to its Euro-Dollar Loans and the
Borrower shall, by at least five Euro-Dollar Business Days' prior notice to such
Bank through the Agent, have elected that the provisions of this Section shall
apply to such Bank, then, unless and until such Bank notifies the Borrower that
the circumstances giving rise to such suspension or demand for compensation no
longer exist:

            (a) all Loans which would otherwise be made by such Bank as (or
      continued as or converted into) Euro-Dollar Loans shall instead be Base.
      Rate Loans (on which interest and principal shall be payable
      contemporaneously with the related Euro-Dollar Loans of the other Banks),
      and

            (b) after each of its Euro-Dollar Loans has been repaid (or
      converted to a Base Rate Loan), all payments of principal which would
      otherwise be applied to repay such Euro-Dollar Loans shall be applied to
      repay its Base Rate Loans instead.

If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall
be


                                       47
<Page>

converted into a Euro-Dollar Loan on the first day of the next succeeding
Interest Period applicable to the related Euro-Dollar Loans of the other Banks.

      SECTION 8.06. SUBSTITUTION OF BANK. If any Bank (i) has demanded
compensation for increased costs pursuant to Section 8.03 or 8.04 or (ii) has
determined that the making or continuation of any Euro-Dollar Loan has become
unlawful or impermissible pursuant to Section 8.02 and similar additional
interest or compensation has not been demanded by, or a similar determination
has not been made by, all of the Banks, the Borrower shall have the right to
designate an Assignee which is not an affiliate of the Borrower to purchase for
cash, pursuant to an Assignment and Assumption Agreement substantially in the
form of Exhibit D hereto, the outstanding Loans and Commitment of such Bank and
to assume all of such Bank's other rights and obligations hereunder without
recourse to or warranty by, or expense to, such Bank, for a purchase price equal
to the principal amount of all of such Bank's outstanding Loans plus any accrued
but unpaid interest thereon and the accrued but unpaid facility fees in respect
of that Bank's Commitment hereunder plus such amount, if any, as would be
payable pursuant to Section 2.12 if the outstanding Loans of such Bank were
prepaid in their entirety on the date of consummation of such assignment.

      SECTION 8.07. COMPENSATION. The Borrower shall not be liable for
compensating any Bank under Sections 2.12, 8.03 and 8.04 for any funding losses,
increased costs or taxes incurred by such Bank more than 30 days prior to such
Bank's written notice of its intention to demand payment therefor, unless such
losses, costs or taxes arose as a result of the retroactive effect of any
applicable law or regulation (including any interpretation thereof or court
order with respect thereto).

                                    ARTICLE 9

                                    GUARANTY

      SECTION 9.01. THE GUARANTY. Each of the Guarantors, jointly and severally,
hereby unconditionally guarantees the full and punctual payment (whether at
stated maturity, upon acceleration or otherwise) of the principal of and
interest on each Note issued by the Borrower pursuant to this Agreement, and the
full and punctual payment of all other amounts payable by the Borrower under
this Agreement. Upon failure by the Borrower to pay punctually any such amount,
each Guarantor agrees jointly and severally that it shall forthwith on demand
pay the amount not so paid at the place and in the manner specified in this
Agreement.


                                       48
<Page>

      SECTION 9.02. GUARANTY UNCONDITIONAL. The obligations of each Guarantor
under this Article shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

            (a) any extension, renewal, settlement, compromise, waiver or
      release in respect of any obligation of any other Obligor under this
      Agreement or any Note, by operation of law or otherwise;

            (b) any modification or amendment of or supplement to this Agreement
      or any Note;

            (c) any release, impairment, non-perfection or invalidity of any
      direct or indirect security for any obligation of any other Obligor under
      this Agreement or any Note (including, without limitation, in the case of
      Newcourt, any release of Newcourt USA pursuant to Section 9.07 hereof);

            (d) any change in the corporate existence, structure or ownership of
      any other Obligor or any insolvency, bankruptcy, reorganization or other
      similar proceeding affecting any other Obligor or its assets or any
      resulting release or discharge of any obligation of any other Obligor
      contained in this Agreement or any Note;

            (e) the existence of any claim, set-off or other rights which such
      Guarantor may have at any time against the Borrower, the other Guarantor,
      the Agent, any Bank or any other Person, whether in connection herewith or
      any unrelated transactions, PROVIDED that nothing herein shall prevent the
      assertion of any such claim by separate suit or compulsory counterclaim;

            (f) any invalidity or unenforceability relating to or against any
      other Obligor for any reason of this Agreement or any Note or any
      provision of applicable law or regulation purporting to prohibit the
      payment by any other Obligor of the principal of or interest on any Note
      or any other amount payable by any other Obligor under this Agreement; or

            (g) any other act or omission to act or delay of any kind by the
      Borrower, the other Guarantor, the Agent, any Bank or any other Person or
      any other circumstance whatsoever which might, but for the provisions of
      this paragraph, constitute a legal or equitable discharge of or defense to
      such Guarantor's obligations hereunder.

      SECTION 9.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. Each Guarantor's obligations hereunder shall remain in


                                       49
<Page>

full force and effect until the Commitment shall have terminated and the
principal of and interest on the Notes and all other amounts payable by the
Borrower under this Agreement shall have been paid in full. If at any time any
payment of the principal of or interest on any Note or any other amount payable
by the Borrower under this Agreement is rescinded or must be otherwise restored
or returned upon the insolvency, bankruptcy or reorganization of the Borrower or
otherwise, each Guarantor's obligations hereunder with respect to such payment
shall be reinstated as though such payment had been due but not made at such
time.

      SECTION 9.04. WAIVER BY THE GUARANTORS. Each Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against the Borrower or any other Person.

      SECTION 9.05. SUBROGATION AND CONTRIBUTION. Upon making any payment with
respect to any obligation of the Borrower under this Article 9, each Guarantor
making such payment shall be subrogated to the fights of the payee against the
Borrower with respect to such obligation; PROVIDED that such Guarantor shall not
enforce either (i) any right to receive payment by way of subrogation against
the Borrower or against any direct or indirect security for such obligation, or
any other right to be reimbursed, indemnified or exonerated by or for the
account of the Borrower in respect thereof or (ii) any fight to receive payment,
in the nature of contribution or for any other reason, from any other Guarantor
with respect to such payment, in each case so long as (x) any Bank has any
Commitment hereunder or (y) any amount payable by the Borrower hereunder remains
unpaid.

      SECTION 9.06. STAY OF ACCELERATION. If acceleration of the time for
payment of any amount payable by the Borrower under this Agreement or the Notes
is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all
such amounts otherwise subject to acceleration under the terms of this Agreement
shall nonetheless be payable by the Guarantor hereunder forthwith on demand by
the Agent made at the request of the Required Banks.

      SECTION 9.07. RELEASE OF NEWCOURT USA AS GUARANTOR. Upon the ceasing of
Newcourt USA's corporate existence after repayment (PROVIDED that no Default or
Event of Default shall have occurred and be continuing at such time) in full of
the Newcourt USA Debt including interest thereon and all other amounts with
respect thereto, Newcourt USA shall automatically and without further action on
the part of any party be released from its obligations as a Guarantor hereunder,
and shall no longer be a "Guarantor" party hereto.

      SECTION 9.08. LIMITATION ON THE OBLIGATIONS. The obligations of Newcourt
USA solely as a "guarantor" of the obligations of the Borrower under this
Article


                                       50
<Page>

shall be limited to an aggregate amount that is equal to the largest amount that
would not render such obligations of Newcourt USA under this Article subject to
avoidance under Section 548 of the United States Bankcruptcy Code or any
comparable provisions of applicable law.

                                   ARTICLE 10

                                  MISCELLANEOUS

      SECTION 10.01. NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower, either Guarantor or the Agent, at its address or telex or
facsimile number set forth on the signature pages hereof,(y) in the case of any
Bank, at its address or telex or facsimile number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other address
or telex or facsimile number as such party may hereafter specify for the purpose
by notice to the Agent and the Borrower. Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answerback is received, (ii) jf given by mail, 72 hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid or (iii) if given by any other means, when received at the address
specified in this Section; PROVIDED that notices to the Agent under Article 2 or
Article 8 shall not be effective until received.

      SECTION 10.02. NO WAIVERS. No failure or delay by the Agent or any Bank in
exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

      SECTION 10.03. EXPENSES; INDEMNIFICATION. (a) The Borrower shall pay (i)
all reasonable out-of-pocket expenses of the Agent, including reasonable fees
and disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including reasonable fees and disbursements
of counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.


                                       51
<Page>

      (b) The Borrower agrees to indemnify the Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
reasonable out-of pocket expenses of any kind (including, without limitation,
the reasonable fees and disbursements of counsel) which were actually incurred
by such Indemnitee in connection with any investigative, administrative or
judicial proceeding (whether or not such Indemnitee shall be designated a party
thereto) brought or threatened relating to or arising out of this Agreement or
any actual or proposed use of proceeds of Loans hereunder; PROVIDED that no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee's own gross negligence or willful misconduct

      SECrION 10.04. SHARING OF SET-OFFS. (a) Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest due with
respect to any Note held by it which is greater than the proportion received by
any other Bank in respect of the aggregate amount of principal and interest due
with respect to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Notes
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Notes held by the Banks shall be shared by the Banks pro rata PROVIDED that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its
indebtedness under the Notes.

      (b) If any Obligor fails to pay any amount payable hereunder when due,
each Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Bank to or for the credit or the account
of such Obligor against any and all of the obligations of such Obligor now or
hereafter existing hereunder, irrespective of whether or not such Bank shall
have made any demand under this Agreement and although such obligations may be
unmatured. The rights of the Bank under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
which the Bank may have.

      SECTION 10.05. AMENDMENTS AND WAIVERS. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Agent are affected thereby, by the Agent);


                                       52
<Page>

PROVIDED that no such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease the Commitment of any Bank (except for a ratable
decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the scheduled maturity of any payment of
principal of or interest on any Loan or any fees hereunder, (iv) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Notes, or the number of Banks, which shall be required for the Banks or any of
them to take any action under this Section or any other provision of this
Agreement, (v) release Newcourt from its obligations under its guaranty
hereunder or (vi) amend or modify the provisions of this Section 10.05.

      SECTION 10.06. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its tights under this Agreement without the
prior written consent of all Banks.

      (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "PARTICIPANT") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement; PROVIDED
that such participation agreement may provide that such Bank will not agree to
any modification, amendment or waiver of this Agreement described in clause (i),
(ii) or (iii) of Section 10.05 without the consent of the Participant The
Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Sections 2.12 and 2.14
and Article 8 with respect to its participating interest. An assignment or other
transfer which is not permitted by subsection (c) or (d) below shall be given
effect for purposes of this Agreement only to the extent of a participating
interest granted in accordance with this subsection (b).

      (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part of all, of its
rights and obligations under this Agreement and the Notes, and such Assignee
shall assume such rights and obligations, pursuant to an Assignment and
Assumption


                                       53
<Page>

Agreement in substantially the form of Exhibit D hereto executed by such
Assignee and such transferor Bank, with (and subject to) the subscribed consent
of the Borrower (such consent not to be unreasonably withheld) and the Agent;
PROVIDED that (i) such assignment shall be made on a pro rata basis between this
Agreement and the AT&T 364-Day Credit Agreement, based on the aggregate
Commitments under this Agreement and the aggregate "Commitments" under the AT&T
364-Day Credit Agreement, if such AT&T 364-Day Credit Agreement is in effect at
such time and (ii) the interest assigned to the Assignee hereunder shall be in a
minimum amount equivalent to an original Commitment of $3,333,333, and the
collective interest of the transferor Bank and its affiliates shall be in a
minimum amount equivalent to an original Commitment of $3,333,333 unless, in the
case of the transferor Bank and its affiliates, they have no Commitment after
giving effect to such assignment Upon execution and delivery of such instrument
and payment by such Assignee to such transferor Bank of an amount equal to the
purchase price agreed between such transferor Bank and such Assignee, such
Assignee shall be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank with a Commitment as set forth in such instrument of
assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any
party shall be required. Upon the consummation of any assignment pursuant to
this subsection (c), the transferor Bank, the Agent and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to the
Assignee. In connection with any such assignment, the transferor Bank shall pay
to the Agent an administrative fee for processing such assignment in the amount
of $2,500. If the Assignee is not incorporated under the laws of the United
States of America or a state thereof, it shall deliver to the Borrower and the
Agent certification as to exemption from deduction or withholding of any United
States federal income taxes in accordance with Section 8.04.

      (d) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Note to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.

      (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02,8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

      (f) Any Bank may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 10.06, disclose to
the


                                       54
<Page>

Assignee or Participant or proposed Assignee or Participant any information
relating to the Borrower or its Subsidiaries furnished to such Bank by the Agent
or by or on behalf of the Borrower; PROVIDED that, prior to any such disclosure,
such Assignee or Participant or proposed Assignee or Participant shall agree to
preserve in accordance with Section 10.11 the confidentiality of any
confidential information described therein.

      SECTION 10.07. COLLATERAL. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any "MARGIN
STOCK" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

      SECTION 10.08. GOVERNING LAW; SUBMISSION TO JURISDICTION. (a) This
Agreement and each Note shall be governed by and construed in accordance with
the laws of the State of New York.

      (b) The Borrower and each of the Guarantors hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Borrower and each of the
Guarantors irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

      (c) Each Guarantor irrevocably designates and appoints CT Corporation
System, having an office on the date hereof at 1633 Broadway, New York, New York
10102 as such Guarantor's authorized agent, to accept and acknowledge on its
behalf service of any and all process which may be served in any suit, action or
proceeding referred to in Section 10.08 in any federal or New York State court
sitting in New York City. Each Guarantor represents and warrants that such agent
has agreed to accept such appointment Said designation and appointment shall not
be revocable by any Guarantor until the Commitments have terminated (or, in the
case of Newcourt USA, its status as Guarantor hereunder is terminated) and all
principal, interest and other amounts payable by it hereunder shall have been
paid in full. If such agent shall cease to act as agent for any Guarantor, such
Guarantor agrees to designate irrevocably and appoint without delay another such
agent satisfactory to the Agent

      (d) Each Guarantor consents to process being served in any suit, action or
proceeding referred to in Section 10.08(b) in any federal or New York State
court sitting in New York City by service of process upon its agent appointed as


                                       55
<Page>

provided in Section 10.08(c); PROVIDED that, to the extent lawful and possible,
notice of said service upon such agent shall be mailed by registered or
certified air mail, postage prepaid, return receipt requested, to such Borrower
at its address specified in or pursuant to Section 10.01. Each Guarantor
irrevocably waives, to the fullest extent permitted by law, all claim of error
by reason of service in such manner and agrees that such service shall be deemed
in every respect effective service of process upon such Guarantor in any such
suit, action or proceeding and shall, to the fullest extent permitted by law,
constitute valid and personal service upon and personal delivery to such
Guarantor.

      (e) Nothing in this Section shall affect the right of the Agent or any
Bank to serve process in any other manner permitted by law or limit the right of
the Agent or any Bank to bring proceedings against any Guarantor or the Borrower
in the courts of any jurisdiction or jurisdictions.

      SECTION 10.09. COUNTERPARTS; INTEGRATION. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

      SECTION 10.10. WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS, THE AGENT AND
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES OR
THE TRANSACTIONS CONTEMPLATED HEREBY

      SECTION 10.11. CONFIDENTIALITY. Subject to Section 10.06(f), the Banks
shall hold all nonpublic information obtained pursuant to the requirements of
this Agreement and identified as such by the Borrower in accordance with such
Bank's customary procedures for handling confidential information of this nature
and in accordance with safe and sound banking practices and in any event may
make disclosure reasonably required by a bona fide offeree or transferee in
connection with the contemplated transfer, or as required or requested by any
governmental authority or representative thereof, or pursuant to legal process,
or to its affiliates, accountants, lawyers and other advisors, and shall require
any such offeree or transferee to agree (and require any of its offerees,
transferees or participants to agree) to comply with this Section 10.11.


                                       56
<Page>

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

                                 AT&T CAPITAL CORPORATION

                                 By /s/ Glenn A. Votek
                                   ---------------------------------------------
                                    Name: Glenn A. Votek
                                    Title: Executive Vice President & Treasurer
                                 44 Whippany Road
                                 Morristown, NJ 07962
                                 Attention: Glenn A. Votek
                                 Telephone: 973-397-3066
                                 Facsimile: 973-397-3106


                                 NEWCOURT CREDIT GROUP INC., as
                                  Guarantor

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

                                 By /s/ Daniel A. Jauernig
                                   ---------------------------------------------
                                   Name: Daniel A. Jauernig
                                   Title: President, Services and Chief
                                                Financial Officer

                                 BCE Place
                                 181 Bay Street
                                 Suite 3500
                                 Toronto, Ontario
                                 CANADA MSJ 2T3
                                 Attention: Daniel A. Jauernig
                                 Telephone: 416-777-6166
                                 Facsimile: 416-594-5229
<Page>

                                 NEWCOURT CREDIT GROUP USA INC.,
                                  as Guarantor

                                 By /s/ Daniel A. Jauernig
                                   ---------------------------------------------
                                   Name: Daniel A. Jauernig
                                   Title: Senior Vice President & Treasurer

                                 BCE Place
                                 181 Bay Street
                                 Suite 3500
                                 Toronto, Ontario
                                 CANADA M5J 2T3
                                 Attention: Daniel A. Jauernig
                                 Telephone: 416-777-6166
                                 Facsimile: 416-594-5229

COMMITMENTS

ADMINISTRATIVE AGENT

$54,880,435                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK

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

SYNDICATION AGENT

$54,880,435                      CANADIAN IMPERIAL BANK OF COMMERCE

                                 By
                                   ---------------------------------------------
                                    Name:
                                    Title:
<Page>

                                 NEWCOURT CREDIT GROUP USA INC.,
                                  as Guarantor

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

                                 BCE Place
                                 181 Bay Street
                                 Suite 3500
                                 Toronto, Ontario
                                 CANADA M5J 2T3
                                 Attention: Daniel A. Jauernig
                                 Telephone: 416-777-6166
                                 Facsimile: 416-594-5229

COMMITMENTS

ADMINISTRATIVE AGENT

$54,880,435                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                                 By /s/ Maria H. Dell'Aquila
                                   ---------------------------------------------
                                    Name: MARIA H. DELL'AQUILA
                                    Title: VICE PRESIDENT

SYNDICATION AGENT

$54,880,435                      CANADIAN IMPERIAL BANK OF COMMERCE

                                 By
                                  ----------------------------------------------
                                    Name:
                                    Title:
<Page>

                                 NEWCOURT CREDIT GROUP USA INC.,
                                  as Guarantor


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

                                 BCE Place
                                 181 Bay Street
                                 Suite 3500
                                 Toronto, Ontario
                                 CANADA M5J 2T3
                                 Attention: Daniel A. Jauernig
                                 Telephone: 416-777-6166
                                 Facsimile: 416-594-5229

COMMITMENTS

ADMINISTRATIVE AGENT

$54,880,435                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK

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

SYNDICATION AGENT

$54,880,435                      CANADIAN IMPERIAL BANK OF COMMERCE

                                 By              /s/ Gerald Girardi
                                   ---------------------------------------------
                                    Name:           GERALD GIRARDI
                                    Title:       EXECUTIVE DIRECTOR
                                         CIBC Oppenheimer Corp., AS AGENT
<Page>

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

                                 By        /s/ Gayma Z. Shivnarain
                                   ---------------------------------------------
                                    Name:   Gayma Z. Shivnarain
                                    Title:  Vice President

                                 By        /s/ Eckhaard Osenberg
                                   ---------------------------------------------
                                    Name:   Eckhaard Osenberg
                                    Title:  Vice President

                                 31 West 52nd Street
                                 New York, NY 10019
                                 Attention: Gayma Z. Shivnarain
                                 Telephone: 212-469-8551
                                 Facsimile: 212-469-8108 Attention:


                                 THE CHASE MANHATTAN BANK, as
                                   Co-Documentation Agent

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

                                 270 Park Avenue, 36th floor
                                 New York, NY 10017
                                 Attention: Roger Parker, Vice President
                                 Telephone: 212-270-3751
                                 Facsimile: 212-270-7149
<Page>

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

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

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

                                 31 West 52nd Street
                                 New York, NY 10019
                                 Attention: Gayma Z. Shivnarain
                                 Telephone: 212-469-8551
                                 Facsimile: 212-469-8108 Attention:


                                 THE CHASE MANHATTAN BANK, as
                                   Co-Documentation Agent

                                 By /s/ Christine M. Herrick
                                   ---------------------------------------------
                                    Name:  Christine M. Herrick
                                    Title: Vice President

                                 270 Park Avenue, 36th floor
                                 New York, NY 10017
                                 Attention: Roger Parker, Vice President
                                 Telephone: 212-270-3751
                                 Facsimile: 212-270-7149
<Page>

PARTICIPANTS

$33,260,870                      BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION

                                 By /s/ Bridget Garavalia
                                   ---------------------------------------------
                                    Name:  Bridget Garavalia
                                    Title: Managign Director


$33,260,870                      BARCLAYS BANK PLC

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


$33,260,870                      CREDIT LYONNAIS, NEW YORK BRANCH

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


$33,260,870                      DRESDNER BANK AG, NEW YORK BRANCH

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


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

<Page>

PARTICIPANTS

$33,260,870                      BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION

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


$33,260,870                      BARCLAYS BANK PLC


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


$33,260,870                      CREDIT LYONNAIS, NEW YORK BRANCH

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


$33,260,870                      DRESDNER BANK AG, NEW YORK BRANCH


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

                                 By
                                   ---------------------------------------------
                                    Name:
                                    Title:
<Page>

PARTICIPANTS

$33,260,870                             BANK OF AMERICA NATIONAL
                                          TRUST AND SAVINGS
                                          ASSOCIATION

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             BARCLAYS BANK PLC

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             CREDIT LYONNAIS,
                                          NEW YORK BRANCH

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


$33,260,870                             DRESDNER BANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

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


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO
                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

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


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:

<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By /s/ Andrea H. Lee
                                          --------------------------------------
                                          Name:  Andrea H. Lee
                                          Title: VP


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By /s/ P C L Holberton
                                          --------------------------------------
                                          Name:  P C L Holberton
                                          Title: Senior Vice President


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By /s/ Bill Schmid
                                          --------------------------------------
                                          Name:  Bill Schmid
                                          Title: Relationship Manager

                                        By /s/ R. Adams Perry III
                                          --------------------------------------
                                          Name:  R. ADAMS PERRY III
                                          Title: SVP & Head of Corporate
                                                    Banking & Finance
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By /s/ Terence E. J. [Illegible]
                                          --------------------------------------
                                          Name:  Terence E. J. [Illegible]
                                          Title: Senior Manager


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By /s/ P.F. Girvan
                                          --------------------------------------
                                          Name:  P.F. Girvan
                                          Title: Relationship Manager


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By /s/ Matt Hendel
                                          --------------------------------------
                                          Name:  MATT HENDEL
                                          Title: MANAGER, TREASURY CREDIT

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


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By /s/ Masahiro Ito
                                          --------------------------------------
                                          Name:  Masahiro Ito
                                          Title: Senior Vice President


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By /s/ John C. Kissinger
                                          --------------------------------------
                                          Name:    John C. Kissinger
                                          Title: Joint General Manager
<Page>

$14,967,391                             DG DEUTSCHE
                                          GENOSSENSCHAFTSBANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             BANCA MONTE DEI PASCHI
                                          DI SIENA S.P.A.

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

                                        By /s/ Robert E. Woods
                                          --------------------------------------
                                          Name:  Robert E. Woods
                                          Title: Vice President


$13,304,348                             BANK OF HAWAII

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$14,967,391                             DG DEUTSCHE
                                          GENOSSENSCHAFTSBANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             BANCA MONTE DEI PASCHI
                                          DI SIENA S.P.A.

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             BANK OF HAWAII

                                        By /s/ Joseph T. Donalson
                                          --------------------------------------
                                          Name:  Joseph T. Donalson
                                          Title: Vice President
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By /s/ Ralf Enke
                                          --------------------------------------
                                          Name:  Ralf Enke
                                          Title: Assistant Treasurer

                                        By /s/ Marianne Weinzinger
                                          --------------------------------------
                                          Name:  Marianne Weinzinger
                                          Title:   Vice President


$ 13,304,348                            COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             CREDIT SUISSE FIRST BOSTON

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             COMERICA BANK

                                        By /s/ Marian Enright
                                          --------------------------------------
                                          Name:  MARIAN ENRIGHT
                                          Title: VICE PRESIDENT


$ 13,304,348                            CREDIT SUISSE FIRST BOSTON

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             CREDIT SUISSE FIRST BOSTON

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

                                        By /s/ Thomas G. Muoio
                                          --------------------------------------
                                          Name:  THOMAS G. MUOIO
                                          Title: VICE PRESIDENT


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             CREDIT SUISSE FIRST BOSTON

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By /s/ Chad A. Leat
                                          --------------------------------------
                                          Name:  Chad A. Leat
                                          Title: Managing Director
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By /s/ Russell S. Gorman
                                          --------------------------------------
                                          Name:  Russell S. Gorman
                                          Title:   Vice President


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By /s/ Thomas C. McCrohan
                                          --------------------------------------
                                          Name:  Thomas C. McCrohan
                                          Title: Assistant Vice President


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

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


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By /s/ J. Anthony Seay
                                          --------------------------------------
                                          Name:  J. Anthony Seay
                                          Title: First Vice President
                                                 BANK AUSTRIA, AG

                                        By /s/ Amy Rich
                                          --------------------------------------
                                          Name:  Amy Rich
                                          Title: Vice President
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

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

                                        By /s/ Riva L. Howard
                                          --------------------------------------
                                          Name:  RIVA L. HOWARD
                                          Title: Vice President


$8,315,217                              BANQUE PARIBAS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANQUE PARIBAS

                                        By /s/ Robert G. Carino
                                          --------------------------------------
                                          Name:  Robert G. Carino
                                          Title:  Vice President

                                        By /s/ Duane Helkowski
                                          --------------------------------------
                                          Name:  DUANE HELKOWSKI
                                          Title: VICE PRESIDENT


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANQUE PARIBAS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By /s/ Peter Obermann
                                          --------------------------------------
                                          Name:  Peter Obermann
                                          Title: Senior Vice President

                                        By /s/ Alexander Kohnert
                                          --------------------------------------
                                          Name:  Alexander Kohnert
                                          Title: Vice President
<Page>

$8,315,217                              THE FUJI BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By /s/ Raymond Ventura
                                          --------------------------------------
                                          Name:  RAYMOND VENTURA
                                          Title: Vice President & Manager


$8,315,217                              UNION BANK OF CALIFORNIA, N.A.

                                        By______________________________________
                                          Name:
                                          Title:

TOTAL COMMITMENTS

$765,000,000
============
<Page>

$8,315,217                              THE FUJI BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              UNION BANK OF CALIFORNIA, N.A.

                                        By /s/ Donald H. Rubin
                                          --------------------------------------
                                          Name:  Donald H. Rubin
                                          Title: Vice President

TOTAL COMMITMENTS

$765,000,000
============
<Page>

                                        MORGAN GUARANTY TRUST
                                          COMPANY OF NEW YORK, as
                                          Administrative Agent

                                        By /s/ Maria H. Dell'Aquila
                                          --------------------------------------
                                          Name:  MARIA H. DELL'AQUILA
                                          Title: VICE PRESIDENT
                                        60 Wall Street
                                        New York, NY 10260
                                        Attention: Courtney Smith
                                        Telephone: 212-648-6588
                                        Facsimile: 212-648-5249


                                        CANADIAN IMPERIAL BANK OF
                                          COMMERCE, as Syndication Agent

                                        By______________________________________
                                          Name:
                                          Title:
                                        Commerce Court West
                                        7th Floor
                                        Toronto, Ontario
                                        CANADA M5L 1A2
                                        Attention: Associate Director
                                                   Agency Group
                                        Telephone: 416-980-4077
                                        Facsimile: 416-980-5151
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             CREDIT SUISSE FIRST BOSTON

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By /s/ Chad A. Leat
                                          --------------------------------------
                                          Name:  Chad A. Leat
                                          Title: Managing Director
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By /s/ Russell S. Gorman
                                          --------------------------------------
                                          Name:  Russell S. Gorman
                                          Title:   Vice President


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By /s/ Thomas C. McCrohan
                                          --------------------------------------
                                          Name:  Thomas C. McCrohan
                                          Title: Assistant Vice President


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

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


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By /s/ J. Anthony Seay
                                          --------------------------------------
                                          Name:  J. Anthony Seay
                                          Title: First Vice President
                                                 BANK AUSTRIA, AG

                                        By /s/ Amy Rich
                                          --------------------------------------
                                          Name:  Amy Rich
                                          Title: Vice President
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

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

                                        By /s/ Riva L. Howard
                                          --------------------------------------
                                          Name:  RIVA L. HOWARD
                                          Title: Vice President


$8,315,217                              BANQUE PARIBAS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANQUE PARIBAS

                                        By /s/ Robert G. Carino
                                          --------------------------------------
                                          Name:  Robert G. Carino
                                          Title:  Vice President

                                        By /s/ Duane Helkowski
                                          --------------------------------------
                                          Name:  DUANE HELKOWSKI
                                          Title: VICE PRESIDENT


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANQUE PARIBAS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By /s/ Peter Obermann
                                          --------------------------------------
                                          Name:  Peter Obermann
                                          Title: Senior Vice President

                                        By /s/ Alexander Kohnert
                                          --------------------------------------
                                          Name:  Alexander Kohnert
                                          Title: Vice President
<Page>

$8,315,217                              THE FUJI BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By /s/ Raymond Ventura
                                          --------------------------------------
                                          Name:  RAYMOND VENTURA
                                          Title: Vice President & Manager


$8,315,217                              UNION BANK OF CALIFORNIA, N.A.

                                        By______________________________________
                                          Name:
                                          Title:

TOTAL COMMITMENTS

$765,000,000
============
<Page>

$8,315,217                              THE FUJI BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              UNION BANK OF CALIFORNIA, N.A.

                                        By /s/ Donald H. Rubin
                                          --------------------------------------
                                          Name:  Donald H. Rubin
                                          Title: Vice President

TOTAL COMMITMENTS

$765,000,000
============
<Page>

                                        MORGAN GUARANTY TRUST
                                          COMPANY OF NEW YORK, as
                                          Administrative Agent

                                        By /s/ Maria H. Dell'Aquila
                                          --------------------------------------
                                          Name:  MARIA H. DELL'AQUILA
                                          Title: VICE PRESIDENT
                                        60 Wall Street
                                        New York, NY 10260
                                        Attention: Courtney Smith
                                        Telephone: 212-648-6588
                                        Facsimile: 212-648-5249


                                        CANADIAN IMPERIAL BANK OF
                                          COMMERCE, as Syndication Agent

                                        By______________________________________
                                          Name:
                                          Title:
                                        Commerce Court West
                                        7th Floor
                                        Toronto, Ontario
                                        CANADA M5L 1A2
                                        Attention: Associate Director
                                                   Agency Group
                                        Telephone: 416-980-4077
                                        Facsimile: 416-980-5151
<Page>

PARTICIPANTS

$33,260,870                             BANK OF AMERICA NATIONAL
                                          TRUST AND SAVINGS
                                          ASSOCIATION

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             BARCLAYS BANK PLC

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             CREDIT LYONNAIS,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             DRESDNER BANK AG,
                                          NEW YORK BRANCH

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

                                        By /s/ Anthony C. Valencourt
                                          --------------------------------------
                                          Name:  Anthony C. Valencourt
                                          Title: Senior Vice President
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

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


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

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


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By /s/ Andrea H. Lee
                                          --------------------------------------
                                          Name:  Andrea H. Lee
                                          Title: VP


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By /s/ P C L Holberton
                                          --------------------------------------
                                          Name:  P C L Holberton
                                          Title: Senior Vice President


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$33,260,870                             FIRST UNION NATIONAL BANK

                                        By______________________________________
                                          Name:
                                          Title:


$33,260,870                             THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             FLEET BANK, N.A.

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             MARINE MIDLAND BANK

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             NATIONAL AUSTRALIA BANK
                                          LIMITED

                                        By /s/ Bill Schmid
                                          --------------------------------------
                                          Name:  Bill Schmid
                                          Title: Relationship Manager

                                        By /s/ R. Adams Perry III
                                          --------------------------------------
                                          Name:    R. ADAMS PERRY III
                                          Title: SVP & Head of Corporate
                                                    Banking & Finance
<Page>

$21,619,565                             ROYAL BANK OF CANADA

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


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By /s/ P.F. Girvan
                                          --------------------------------------
                                          Name:  P.F. Girvan
                                          Title: Relationship Manager


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By /s/ Matt Hendel
                                          --------------------------------------
                                          Name:  MATT HENDEL
                                          Title: MANAGER TREASURY CREDIT

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By /s/ Masahiro Ito
                                          --------------------------------------
                                          Name:  Masahiro Ito
                                          Title: Senior Vice President


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$21,619,565                             ROYAL BANK OF CANADA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE BANK OF NOVA SCOTIA

                                        By______________________________________
                                          Name:
                                          Title:


$21,619,565                             THE TORONTO-DOMINION BANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$18,293,478                             THE SUMITOMO BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By /s/ John C. Kissinger
                                          --------------------------------------
                                          Name:    John C. Kissinger
                                          Title: Joint General Manager
<Page>

$14,967,391                             DG DEUTSCHE
                                          GENOSSENSCHAFTSBANK

                                        By /s/ Karen A. Brinkman
                                          --------------------------------------
                                          Name:  KAREN A. BRINKMAN
                                          Title: Vice President

                                        By /s/ [Illegible] Ritz
                                          --------------------------------------
                                          Name:  Ritz
                                          Title: VP


$13,304,348                             BANCA MONTE DEI PASCHI
                                          DI SIENA S.P.A.

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             BANK OF HAWAII

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$14,967,391                             DG DEUTSCHE
                                          GENOSSENSCHAFTSBANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             BANCA MONTE DEI PASCHI
                                          DI SIENA S.P.A.

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

                                        By /s/ Robert E. Woods
                                          --------------------------------------
                                          Name:  Robert E. Woods
                                          Title: Vice President


$13,304,348                             BANK OF HAWAII

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$14,967,391                             DG DEUTSCHE
                                          GENOSSENSCHAFTSBANK

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             BANCA MONTE DEI PASCHI
                                          DI SIENA S.P.A.

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             BANK OF HAWAII

                                        By /s/ Joseph T. Donalson
                                          --------------------------------------
                                          Name:  Joseph T. Donalson
                                          Title: Vice President
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By /s/ Ralf Enke
                                          --------------------------------------
                                          Name:  Ralf Enke
                                          Title: Assistant Treasurer

                                        By /s/ Marianne Weinzinger
                                          --------------------------------------
                                          Name:  Marianne Weinzinger
                                          Title: Vice President


$13,304,348                             COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             CREDIT SUISSE FIRST BOSTON

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             CREDIT SUISSE FIRST BOSTON

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             CREDIT SUISSE FIRST BOSTON

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

                                        By /s/ Thomas G. Muoio
                                          --------------------------------------
                                          Name:  THOMAS G. MUOIO
                                          Title: VICE PRESIDENT


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             BAYERISCHE VEREINSBANK AG,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             COMERICA BANK

                                        By______________________________________
                                          Name:
                                          Title:


$ 13,304,348                            CREDIT SUISSE FIRST BOSTON

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             SALOMON BROTHERS HOLDING
                                          COMPANY INC.

                                        By /s/ Chad A. Leat
                                          --------------------------------------
                                          Name:  Chad A. Leat
                                          Title: Managing Director
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By /s/ Russell S. Gorman
                                          --------------------------------------
                                          Name:  Russell S. Gorman
                                          Title:   Vice President


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By /s/ Thomas C. McCrohan
                                          --------------------------------------
                                          Name:  Thomas C. McCrohan
                                          Title: Assistant Vice President


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

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


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$13,304,348                             SOCIETE GENERALE

                                        By______________________________________
                                          Name:
                                          Title:


$13,304,348                             THE BANK OF NEW YORK

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANCO CENTRAL
                                          HISPANOAMERICANO S.A.,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANK AUSTRIA
                                          AKTIENGESELLSCHAFT

                                        By /s/ J. Anthony Seay
                                          --------------------------------------
                                          Name:  J. Anthony Seay
                                          Title: First Vice President
                                                 BANK AUSTRIA, AG

                                        By /s/ [Illegible]
                                          --------------------------------------
                                          Name:  [Illegible]
                                          Title: [Illegible]
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

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

                                        By /s/ Riva L. Howard
                                          --------------------------------------
                                          Name:  RIVA L. HOWARD
                                          Title: Vice President


$8,315,217                              BANQUE PARIBAS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANQUE PARIBAS

                                        By /s/ Robert G. Carino
                                          --------------------------------------
                                          Name:  Robert G. Carino
                                          Title:  Vice President

                                        By /s/ Duane Helkowski
                                          --------------------------------------
                                          Name:  DUANE HELKOWSKI
                                          Title: VICE PRESIDENT


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

$8,315,217                              BANQUE NATIONALE DE PARIS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BANQUE PARIBAS

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              BAYERISCHE LANDESBANK
                                          GIROZENTRALE, CAYMAN
                                          ISLANDS BRANCH

                                        By /s/ Peter Obermann
                                          --------------------------------------
                                          Name:  Peter Obermann
                                          Title: Senior Vice President

                                        By /s/ Alexander Kohnert
                                          --------------------------------------
                                          Name:  Alexander Kohnert
                                          Title: Vice President
<Page>

$8,315,217                              THE FUJI BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By /s/ Raymond Ventura
                                          --------------------------------------
                                          Name:  RAYMOND VENTURA
                                          Title: Vice President & Manager


$8,315,217                              UNION BANK OF CALIFORNIA, N.A.

                                        By______________________________________
                                          Name:
                                          Title:

TOTAL COMMITMENTS

$765,000,000
============
<Page>

$8,315,217                              THE FUJI BANK, LIMITED,
                                          NEW YORK BRANCH

                                        By______________________________________
                                          Name:
                                          Title:


$8,315,217                              UNION BANK OF CALIFORNIA, N.A.

                                        By /s/ Donald H. Rubin
                                          --------------------------------------
                                          Name:  Donald H. Rubin
                                          Title: Vice President

TOTAL COMMITMENTS

$765,000,000
============
<Page>

                                        MORGAN GUARANTY TRUST
                                          COMPANY OF NEW YORK, as
                                          Administrative Agent

                                        By /s/ Maria H. [Illegible]
                                          --------------------------------------
                                          Name:  MARIA H. [ILLEGIBLE]
                                          Title: VICE PRESIDENT
                                        60 Wall Street
                                        New York, NY 10260
                                        Attention: Courtney Smith
                                        Telephone: 212-648-6588
                                        Facsimile: 212-648-5249


                                        CANADIAN IMPERIAL BANK OF
                                          COMMERCE, as Syndication Agent

                                        By______________________________________
                                          Name:
                                          Title:
                                        Commerce Court West
                                        7th Floor
                                        Toronto, Ontario
                                        CANADA M5L 1A2
                                        Attention: Associate Director
                                                   Agency Group
                                        Telephone: 416-980-4077
                                        Facsimile: 416-980-5151
<Page>

                                        MORGAN GUARANTY TRUST
                                          COMPANY OF NEW YORK, as
                                          Administrative Agent

                                        By______________________________________
                                          Name:
                                          Title:
                                        60 Wall Street
                                        New York, NY 10260
                                        Attention: Courtney Smith
                                        Telephone: 212-648-6588
                                        Facsimile: 212-648-5249


                                        CANADIAN IMPERIAL BANK OF
                                          COMMERCE, as Syndication Agent

                                        By /s/ Gerald Girardi
                                          --------------------------------------
                                          Name:         GERALD GIRARDI
                                          Title:      EXECUTIVE DIRECTOR
                                                 [Illegible] Corp., AS AGENT
                                        425 Lexington Avenue
                                        8th Floor
                                        New York, NY 10017
                                        Attention: Gerald J. Girardi
                                        Telephone: 212-856-3649
                                        Facsimile: 212-856-3558
<Page>

CO-DOCUMENTATION AGENTS

$54,880,435                             DEUTSCHE BANK AG, NEW YORK
                                          BRANCH AND/OR CAYMAN
                                          ISLANDS BRANCH

                                        By /s/ Gayma Z. Shivnarain
                                          --------------------------------------
                                          Name:  Gayma Z. Shivnarain
                                          Title: Vice President

                                        By /s/ Eckhard Osenberg
                                          --------------------------------------
                                          Name:  Eckhard Osenberg
                                          Title: Vice President


$54,880,435                             THE CHASE MANHATTAN BANK

                                        By______________________________________
                                          Name:
                                          Title:
<Page>

CO-DOCUMENTATION AGENTS

$54,880,435                             DEUTSCHE BANK AG, NEW YORK
                                          BRANCH AND/OR CAYMAN
                                          ISLANDS BRANCH

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


$54,880,435                             THE CHASE MANHATTAN BANK

                                        By______________________________________
                                          Name:  Christine M. Herrick
                                          Title: Vice President
<Page>

                                                                       EXHIBIT A

                                      NOTE

                                                              New York, New York
                                                                          , 19

      For value received, AT&T Capital Corporation, a Delaware corporation (the
"BORROWER"), promises to pay to the order of

            (the "BANK"), for the account of its Applicable Lending Office, the
unpaid principal amount of each Loan made by the Bank to the Borrower pursuant
to the Credit Agreement referred to below on the maturity date provided for in
the Credit Agreement. The Borrower promises to pay interest on the unpaid
principal amount of each such Loan on the dates and at the rate or rates
provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Morgan Guaranty Trust Company of
New York, 60 Wall Street, New York, New York.

      All Loans made by the Bank, the respective types thereof and all
repayments of the principal thereof shall be recorded by the Bank and, if the
Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; PROVIDED that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

      This note is one of the Notes referred to in and subject to the terms of
the $765,000,000 Credit Agreement dated as of April 13, 1998 among the Borrower,
Newcourt Credit Group Inc., Newcourt Credit Group USA Inc., the Banks party
thereto, Morgan Guaranty Trust Company of New York, as Administrative Agent,
Canadian Imperial Bank of Commerce, as Syndication Agent, The Chase Manhattan
Bank and Deutsche Bank AG, New York Branch, as Co-Documentation Agents and J.P.
Morgan Securities Inc. and CIBC Oppenheimer Corp., as Arrangers (as the same may
be amended from time to time, the "CREDIT AGREEMENT"). Terms defined in the
Credit Agreement are used herein with the same meanings. Reference is made to
the Credit Agreement for provisions for the mandatory and optional prepayment
hereof and the acceleration of the maturity hereof. Pursuant to the Credit
Agreement, payment of principal and interest on this Note is unconditionally
guaranteed by the Guarantors on the terms contained in Article 9 of the Credit
Agreement.
<Page>

                                        AT&T CAPITAL CORPORATION


                                        By______________________________________
                                          Name:
                                          Title:

Guaranteed pursuant to the Credit Agreement referred to above:

                                        NEWCOURT CREDIT GROUP INC.

                                        By______________________________________
                                          Name:
                                          Title:

                                        By______________________________________
                                          Name:
                                          Title:


                                        NEWCOURT CREDIT GROUP USA INC.

                                        By______________________________________
                                          Name:
                                          Title:


                                      A-2
<Page>

                                 Note (cont'd)

                        LOANS AND PAYMENTS OF PRINCIPAL

<Table>
<Caption>
--------------------------------------------------------------------------------
                                  AMOUNT OF
                 AMOUNT OF         TYPE OF       PRINCIPAL
   DATE            LOAN              LOAN          REPAID       NOTATION MADE BY
--------------------------------------------------------------------------------
<S>               <C>              <C>             <C>           <C>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</Table>


                                      A-3
<Page>

                                                                     EXHIBIT B-1

                                   OPINION OF
                            COUNSEL FOR THE BORROWER

To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

      I am Assistant General Counsel of AT&T Capital Corporation (the
"BORROWER"), and as such, have acted as counsel for the Borrower in connection
with the $765,000,000 Credit Agreement (as amended, the "CREDIT AGREEMENT")
dated as of April 13, 1998 among the Borrower, Newcourt Credit Group Inc.,
Newcourt Credit Group USA Inc., the Banks listed on the signature pages thereof,
Morgan Guaranty Trust Company of New York, as Administrative Agent, Canadian
Imperial Bank of Commerce, as Syndication Agent, The Chase Manhattan Bank and
Deutsche Bank AG, New York Branch, as Co-Documentation Agents and J.P. Morgan
Securities Inc. and CIBC Oppenheimer Corp., as Arrangers. Terms defined in the
Credit Agreement are used herein as therein defined. This opinion is being
rendered to you at the request of the Borrower pursuant to Section 3.O1(d)(i) of
the Credit Agreement.

      I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and Jaw as I have deemed necessary or advisable for purposes of this
opinion.

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

      1. The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware, and has all corporate power and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except those which the failure to have would
not have a Material Adverse Effect.

      2. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within the Borrower's corporate power, have been
duly authorized by all necessary corporate action, require no action by or in
<Page>

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.

      3. The Credit Agreement constitutes a valid and binding agreement of the
Borrower and the Notes constitute valid and binding obligations of the Borrower,
in each case enforceable against the Borrower in accordance with their
respective terms, and the guaranty of any Guarantor pursuant to the Credit
Agreement constitutes a valid and binding obligation of such Guarantor,
enforceable against such Guarantor 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. There is no action, suit or proceeding pending against, or to the best
of my knowledge threatened against, the Borrower or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or official, in
which there is a reasonable probability of an adverse decision which would have
a Material Adverse Effect or which in any manner draws into question the
validity or enforceability of the Credit Agreement or the Notes.

      5. Each of the Borrower's consolidated subsidiaries which is a corporation
is a corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, and has all corporate power and
all governmental licenses, authorizations, consents and approvals required to
carry on its business as now conducted, except those which the failure to have
would not have a Material Adverse Effect.

      I am a member of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. Insofar as the foregoing opinion involves matters governed by the laws
of Canada, we have relied, with your approval and without independent
investigation, upon the opinion of the Secretary and legal counsel of Newcourt,
dated the date hereof, a copy of which has been delivered to you. In addition,
in giving the foregoing opinion, I express no opinion as to the effect (if any)
of any law of any jurisdiction (except the State of New York) in which any Bank
is located which limits the rate of interest that such Bank may charge or
collect.


                                      B-2
<Page>

      This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without my prior written consent.

                  Very truly yours,


                                      B-3
<Page>
                                                                     EXHIBIT B-2

                                   OPINION OF
                              COUNSEL FOR NEWCOURT

To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

      I am Secretary and Counsel of Newcourt Credit Group Inc. (the
"GUARANTOR"), and as such, have acted as counsel for the Guarantor in connection
with the $765,000,000 Credit Agreement (as amended, the "CREDIT AGREEMENT")
dated as of April 13, 1998 among AT&T Capital Corporation, the Guarantor,
Newcourt Credit Group USA Inc., the Banks listed on the signature pages thereof,
Morgan Guaranty Trust Company of New York, as Administrative Agent, Canadian
Imperial Bank of Commerce, as Syndication Agent, The Chase Manhattan Bank and
Deutsche Bank AG, New York Branch, as Co-Documentation Agents and J.P. Morgan
Securities Inc. and CIBC Oppenheimer Corp., as Arrangers. Terms defined in the
Credit Agreement are used herein as therein defined. This opinion is being
rendered to you by me in my capacity as an officer of the Guarantor and not in
my personal capacity at the request of the Guarantor pursuant to Section
3.01(d)(ii) of the Credit Agreement.

      I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

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

      1. The Guarantor is a corporation duly incorporated, validly existing and
in good standing under the laws of Ontario, and has all corporate power and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except those which the failure to have would
not have a Material Adverse Effect.

      2. The execution, delivery and performance by the Guarantor of the Credit
Agreement and the Notes are within the Guarantor's corporate power, have

<Page>

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 the Guarantor to pay its obligations hereunder 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 the Guarantor or of any material
agreement, judgment, injunction, order, decree or other material instrument
binding upon the Guarantor or result in the creation or imposition of any Lien
on any asset of the Guarantor.

      3. The Credit Agreement constitutes a valid and binding agreement of the
Guarantor and the Notes constitute valid and binding obligations of the
Guarantor, in each case enforceable against the Guarantor in accordance with
their respective 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. There is no action, suit or proceeding pending against, or to the best
of my knowledge threatened against, the Guarantor or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or official, in
which there is a reasonable probability of an adverse decision which would have
a Material Adverse Effect or which in any manner draws into question the
validity or enforceability of the Credit Agreement.

      5. Each of the Guarantor's Consolidated Subsidiaries which is a
corporation is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate power and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted, except those which
the failure to have would not have a Material Adverse Effect.

      I am qualified to practice law in the Province of Ontario and the
foregoing opinion is limited to the laws of the Province of Ontario and the laws
of Canada applicable therein. In giving the foregoing opinion, I express no
opinion as to the effect (if any) of any law of any jurisdiction (except the
Province of Ontario) in which any Bank is located which limits the rate of
interest that such Bank may charge or collect.

      This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without my prior written consent.


                                      B2-2
<Page>

                               Very truly yours,


                                      B2-3
<Page>

                                                                     EXHIBIT B-3

                                   OPINION OF
                            COUNSEL FOR NEWCOURT USA

To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

      I am Assistant General Counsel of AT&T Capital Corporation, and as such,
have acted as special counsel for Newcourt Credit Group USA Inc. (the
"GUARANTOR"), in connection with the $765,000,000 Credit Agreement (as amended,
the "CREDIT AGREEMENT") dated as of April 13, 1998 among AT&T Capital
Corporation, the Guarantor, Newcourt Credit Group Inc., the Banks listed on the
signature pages thereof, Morgan Guaranty Trust Company of New York, as
Administrative Agent, Canadian Imperial Bank of Commerce, as Syndication Agent,
The Chase Manhattan Bank and Deutsche Bank AG, New York Branch, as
Co-Documentation Agents and J.P. Morgan Securities Inc. and CIBC Oppenheimer
Corp., as Arrangers. Terms defined in the Credit Agreement are used herein as
therein defined. This opinion is being rendered to you at the request of the
Guarantor pursuant to Section 3.0l(d)(iii) of the Credit Agreement.

      I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

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

      1. The Guarantor is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware, and has all corporate power and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except those which the failure to have would
not have a Material Adverse Effect.

      2. The execution, delivery and performance by the Guarantor of the Credit
Agreement and the Notes are within the Guarantor's corporate power, have been
duly authorized by all necessary corporate action, require no action by or in

<Page>

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 the Guarantor to pay its obligations hereunder 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 the Guarantor or of any material
agreement, judgment, injunction, order, decree or other material instrument
binding upon the Guarantor or result in the creation or imposition of any Lien
on any asset of the Guarantor.

      3. The Credit Agreement constitutes a valid and binding agreement of the
Guarantor and the Notes constitute valid and binding obligations of the
Guarantor, in each case enforceable against the Guarantor in accordance with
their respective 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. There is no action, suit or proceeding pending against, or to the best
of my knowledge threatened against, the Guarantor or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or official, in
which there is a reasonable probability of an adverse decision which would have
a Material Adverse Effect or which in any manner draws into question the
validity or enforceability of the Credit Agreement.

      5. Each of the Guarantor's consolidated subsidiaries which is a
corporation is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate power and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted, except those which
the failure to have would not have a Material Adverse Effect.

      I am a member of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, I express no opinion as to the effect
(if any) of any law of any jurisdiction (except the State of New York) in which
any Bank is located which limits the rate of interest that such Bank may charge
or collect.

      This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without my prior written consent.


                                      B3-2
<Page>

                               Very truly yours,


                                      B3-3
<Page>

                                                                       EXHIBIT C

                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                  FOR THE AGENT

To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

      We have participated in the preparation of the $765,000,000 Credit
Agreement (the "CREDIT AGREEMENT") dated as of April 13, 1998 among AT&T Capital
Corporation, a Delaware corporation (the "BORROWER"), Newcourt Credit Group
Inc., an Ontario corporation, Newcourt Credit Group USA Inc., a Delaware
corporation, the banks listed on the signature pages thereof (the "BANKS"),
Morgan Guaranty Trust Company of New York, as Administrative Agent (the
"AGENT"), Canadian Imperial Bank of Commerce, as Syndication Agent, The Chase
Manhattan Bank and Deutsche Bank AG, New York Branch, as Co-Documentation Agents
and J.P. Morgan Securities Inc. and CIBC Oppenheimer Corp., as Arrangers, and
have acted as special counsel for the Agent for the purpose of rendering this
opinion pursuant to Section 3.01(e) of the Credit Agreement. Terms defined in
the Credit Agreement are used herein as therein defined.

      We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

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

<Page>

      1. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within the Borrower's corporate power and have been
duly authorized by all necessary corporate action.

      2. The Credit Agreement constitutes a valid and binding agreement of the
Borrower and the Notes constitute valid and binding obligations of the Borrower,
in each case enforceable against the Borrower in accordance with their
respective 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).

      We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New York) in
which any Bank is located which limits the rate of interest that such Bank may
charge or collect.

      This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.

                                Very truly yours,


                                       C-2
<Page>

                                                                       EXHIBIT D

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

      AGREEMENT dated as of _________, ____ among [ASSIGNOR] (the "ASSIGNOR"),
[ASSIGNEE] (the "ASSIGNEE"), AT&T CAPITAL CORPORATION (the "BORROWER") and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"AGENT").

                               W I T N E S S E T H

      WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT")
relates to the $765,000,000 Credit Agreement dated as of April 13, 1998 among
the Borrower, Newcourt Credit Group Inc., Newcourt Credit Group USA Inc., the
Assignor and the other Banks party thereto, as Banks, the Agent, Canadian
Imperial Bank of Commerce, as Syndication Agent, The Chase Manhattan Bank and
Deutsche Bank AG, New York Branch, as Co-Documentation Agents and J.P. Morgan
Securities Inc. and CIBC Oppenheimer Corp., as Arrangers (as amended, the
"CREDIT AGREEMENT") and is done pursuant to Section 10.06(c) of the Credit
Agreement and contemporaneously with an assignment under the AT&T 364-Day Credit
Agreement, if such AT&T 364-Day Credit Agreement is in effect at such time;

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

      WHEREAS, [Committed] Loans made to the Borrower by the Assignor under the
Credit Agreement in the aggregate principal amount of $__________ are
outstanding at the date hereof; and

      WHEREAS, the Assignor proposes to assign to the Assignee all of the rights
of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "ASSIGNED AMOUNT"),
together with a corresponding portion of its outstanding [Committed] Loans, and
the Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;
<Page>

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

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

      SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
[Committed] Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Borrower and
the Agent and the payment of the amounts specified in Section 3 hereof required
to be paid on the date hereof (i) the Assignee shall, as of the date hereof,
succeed to the rights and be obligated to perform the obligations of a Bank
under the Credit Agreement with a Commitment in an amount equal to the Assigned
Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be
reduced by a like amount and the Assignor released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee. The assignment provided for herein shall be without recourse to the
Assignor.

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

      SECTION 4. Consent of the Borrower and the Agent. This Agreement is
conditioned upon the consent of the Borrower and the Agent pursuant to Section
10.06(c) of the Credit Agreement. The execution of this Agreement by the
Borrower and the Agent is evidence of this consent. Pursuant to Section 10.06(c)
the Borrower agrees to execute and deliver a Note payable to the order of the
Assignee to evidence the assignment and assumption provided for herein.

      SECTION 5. Non-Reliance on Assignor. The Assignor makes no representation
or warranty in connection with, and shall have no responsibility


                                       D-2
<Page>

with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Credit Agreement or any Note. The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrower.

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

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

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

                                   [ASSIGNOR]

                                    By__________________________________________
                                     Title:


                                   [ASSIGNEE]

                                    By__________________________________________
                                     Title:


                                    AT&T CAPITAL CORPORATION

                                    By__________________________________________
                                     Title:

                                    MORGAN GUARANTY TRUST
                            COMPANY OF NEW YORK, as Agent


                                       D-3
<Page>

                                    By__________________________________________
                                     Title:


                                       D-4
<Page>

                                                                       EXHIBIT E

                            TERMS OF SUBORDINATION(1)

      Section 1. SUBORDINATION TO SUPERIOR DEBT. Newcourt and the lender of the
Subordinated Debt (the "LENDER") agree for the benefit of the holders of the
Superior Debt that the Subordinated Debt shall, to the extent hereinafter set
forth, be subordinate and junior in right of payment to all Superior Debt of
Newcourt.

      Section 2. NEWCOURT NOT TO MAKE PAYMENTS HEREUNDER IN CERTAIN
CIRCUMSTANCES. (a) Upon the maturity of all or any part of the Superior Debt by
lapse of time, acceleration or otherwise, such Superior Debt shall first be paid
in full in cash, or such payment shall be duly provided for in a manner
satisfactory to the holders of such Superior Debt, before any payment by
Newcourt is made on account of the principal of or premium, if any, or interest
on the notes issued hereunder (the "SUBORDINATED NOTES") or to acquire any of
the Subordinated Notes or on account of any sinking fund for the Subordinated
Notes.

      (b) In the event and during the continuation of any Event of Default or
any event or condition that, with the giving of notice or the lapse of time or
both, would become an Event of Default (as such term is defined in the Credit
Agreement) (each such Event of Default or any such event or condition that, with
the giving of notice or the lapse of time, or both, being referred to in this
Agreement as a "SUPERIOR DEBT DEFAULT"), (i) no payment shall be made by
Newcourt on or with respect to the principal of, or, premium, if any, or
interest on, the Subordinated Notes or to acquire any Subordinated Notes or on
account of any sinking hind for the Subordinated Notes unless and until such
Superior Debt Default shall have been remedied, nor shall any such payment be
made if after giving effect, as if paid, to such payment, any Superior Debt
Default would exist and (ii) no holder of Subordinated Notes shall demand,
accept or receive, any direct or indirect payment (in cash or property or by
setoff, exercise of contractual

----------

      (1) These Terms of Subordination refer to the $765,000,000 Credit
Agreement (as amended from time to time, the "CREDIT AGREEMENT") dated as of
April 13, 1998 among AT&T Capital Corporation, Newcourt Credit Group Inc.,
Newcourt Credit Group USA Inc., the banks parties thereto, Morgan Guaranty Trust
Company of New York, as Administrative Agent, Canadian Imperial Bank of
Commerce, as Syndication Agent, The Chase Manhattan Bank and Deutsche Bank AG,
New York Branch, as Co-Documentation Agents and J.P. Morgan Securities Inc. and
CIBC Oppenheimer Corp., as Arrangers and the AT&T 364-Day Credit Agreement and
the Newcourt Credit Agreement. Capitalized terms used but not defined herein are
used herein as defined in the Credit Agreement. Without limitation of the
foregoing, the term "SUPERIOR DEBT" is defined in the definition of
"SUBORDINATED DEBT" in the Credit Agreement.

<Page>

or statutory rights or otherwise) of or on account of any Subordinated Notes,
notwithstanding the terms of the Subordinated Notes or of any agreement or
instrument which governs the Subordinated Notes, and no such payment shall be
due.

      (c) Unless and until all principal of, premium, if any, and interest on,
and all other obligations of Newcourt under, the Superior Debt shall have been
paid in full, no holder of Subordinated Notes will commence or maintain any
action, suit or any other legal or equitable proceeding against Newcourt, or
join with any creditor in any such proceeding, under any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar law, unless the
holders of Superior Debt shall also join in bringing such proceeding, provided
that this Section 2(c) shall not prohibit a holder of Subordinated Notes from
filing a proof of claim or otherwise participating in any such proceeding not
commenced by it.

      Section 3. SUBORDINATED NOTES SUBORDINATED TO PRIOR PAYMENT OF ALL
SUPERIOR DEBT ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF NEWCOURT. In the
event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection
therewith, relative to Newcourt or to its creditors, in their capacity as
creditors of Newcourt, or to substantially all of its property, and in the event
of any proceedings for voluntary liquidation, dissolution or other winding up of
Newcourt, whether or not involving insolvency or bankruptcy, then:

      (a) the holders of all Superior Debt shall first be entitled to receive
payment in full in cash of the principal thereof, premium, if any, interest and
all other amounts payable thereon (accruing before and after the commencement of
the proceedings whether or not allowed or allowable in any such proceedings)
before the holders of the Subordinated Notes are entitled to receive any payment
on account of the principal of, premium, if any, or interest on the Subordinated
Notes; and

      (b) all Subordinated Notes shall forthwith (notwithstanding the terms of
Section 2) become due and payable and any payment or distribution of assets of
Newcourt of any kind or character, whether in cash, property or securities to
which the holders of the Subordinated Notes would be entitled, but for the
provisions of these Terms of Subordination, shall be paid or distributed by the
liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or other trustee or agent, directly to the Agent or any other representative on
behalf of the holders of Superior Debt, to the extent necessary to make payment
in full of all principal, premium, if any, interest and all other amounts
payable on all Superior Debt remaining unpaid, after giving


                                       E-2
<Page>

effect to any concurrent payment or distribution to the holders of the Superior
Debt.

      Section 4. RIGHTS OF HOLDERS OF SUPERIOR DEBT; SUBROGATION. (a) Should any
payment or distribution or security or the proceeds of any thereof be collected
or received by any holder of Subordinated Notes in respect of the Subordinated
Notes, and such collection or receipt is prohibited hereunder prior to the
payment in full of the Superior Debt, such holder will forthwith deliver the
same to the Agent for the equal and ratable benefit of the holders of the
Superior Debt in precisely the form received (except for the endorsement or the
assignment of or by such holder where necessary) for application to payment of
all Superior Debt in full, after giving effect to any concurrent payment or
distribution to the holders of Superior Debt and, until so delivered, the same
shall be held in trust by such holder as the property of the holders of the
Superior Debt.

      (b) All payments and distributions received by the Agent in respect of the
Subordinated Notes, to the extent received in or converted into cash, may be
applied by the Agent first to the payment of any and all reasonable
out-of-pocket expenses (including attorney's fees and legal expenses) paid or
incurred by the Agent or such representative in enforcing the provisions hereof
or in endeavoring to collect or realize upon the Subordinated Notes or any
security therefor, and any balance thereof shall, solely as between any holder
of the Subordinated Notes, on the one hand, and the holders of the Superior
Debt, on the other hand, be applied by the Agent in such order of application as
the Agent may from time to time select, toward the payment of the Superior Debt
remaining unpaid.

      (c) No holder of Subordinated Notes shall be subrogated to the rights of
the holders of the Superior Debt to receive payments or distributions of assets
of Newcourt until all amounts payable with respect to the Superior Debt shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Superior Debt of any cash, property or
securities to which any holder of Subordinated Notes would be entitled except
for these provisions shall, as between Newcourt, its creditors other than the
holders of the Superior Debt, and such holders of Subordinated Notes, be deemed
to be a payment by Newcourt to or on account of the Superior Debt. The
provisions of this Agreement are and are intended solely for the purpose of
defining the relative rights of holders of Subordinated Notes, on the one hand,
and the holders of the Superior Debt, on the other hand.

      (d) Subject to the payment in full of all Superior Debt, the holders of
the Subordinated Notes shall be subrogated (equally and ratably with the holders
of all subordinated indebtedness of Newcourt which, by its terms, is not
superior in right of payment to the Subordinated Notes, and ranks on a parity
with the Subordinated


                                       E-3
<Page>

Notes) to the rights of the holders of Superior Debt to receive payments or
distributions of cash, property or securities of Newcourt applicable to the
Superior Debt until all amounts owing on the Subordinated Notes shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Subordinated Notes of cash, property, securities or other assets
by virtue of the subrogation herein provided which otherwise would have been
made to the holders of the Superior Debt shall, as between Newcourt, its
creditors other than the holders of Superior Debt and the holders of the
Subordinated Notes, be deemed to be a payment to or on account of the
Subordinated Notes. The holders of Subordinated Notes agree that, in the event
that all or any part of any payment made on account of the Superior Debt is
recovered from the holders of Superior Debt as a preference, fraudulent transfer
or similar payment under any bankruptcy, insolvency or similar law, any payment
or distribution received by the holders of Subordinated Notes on account of the
Subordinated Notes at any time after the date of the payment so recovered,
whether pursuant to the right of subrogation provided for in this Section 4(d)
or otherwise, shall be deemed to have been received by such holders of
Subordinated Notes in trust as the property of the holders of the Superior Debt
and such holders shall forthwith deliver the same to the Agent for the equal and
ratable benefit of the holders of the Superior Debt for application to payment
of all Superior Debt in full.

      Section 5. RENEWALS, EXTENSIONS AND INCREASES OF SUPERIOR DEBT. Each
holder of Subordinated Notes by his acceptance thereof thereby waives any and
all notice of renewal, extension, accrual or increase in the amount of any of
the Superior Debt, present or future, and agrees and consents that without
notice to or assent by any holder or holders of the Subordinated Notes:

            (i) the obligation and liabilities of Newcourt or any other party or
      parties for or upon the Superior Debt (or any promissory note, security
      document or guaranty evidencing or securing the same) may, from time to
      time, in whole or in part, be renewed, extended, increased, modified,
      amended, accelerated, compromised, supplemented, tenninated, sold,
      exchanged, waived or released;

            (ii) the Agent or any other representative acting on behalf of the
      holders of the Superior Debt and the holders of the Superior Debt may
      exercise or refrain from exercising any right, remedy or power granted by
      or in connection with any agreements relating to the Superior Debt; and

            (iii) any balance or balances of funds with any holders of the
      Superior Debt at any time standing to the credit of Newcourt may, from
      time to time, in whole or in part, be surrendered or released;


                                       E-4
<Page>

all as the Agent or any other representative or representatives acting on behalf
of the holders of the Superior Debt and the holders of the Superior Debt may
deem advisable and all without impairing, abridging, diminishing, releasing or
affecting the subordination of the Subordinated Notes to the Superior Debt
provided for herein.

      Section 6. OBLIGATION OF NEWCOURT UNCONDITIONAL. Nothing contained in
these Terms of Subordination or in the Subordinated Notes is intended to or
shall impair, as between Newcourt, its creditors other than the holders of the
Superior Debt, and the holders of the Subordinated Notes, the obligation of
Newcourt, which is absolute and unconditional, to pay to the holders of the
Subordinated Notes the principal of, premium, if any, and interest on the
Subordinated Notes, as and when the same shall become due and payable (except as
provided in Section 2), by lapse of time, acceleration or otherwise, in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Subordinated Notes and other creditors of Newcourt
other than the holders of the Superior Debt, nor shall anything herein or
therein prevent the trustee or the holder of any Subordinated Notes (i) from
taking all appropriate actions to preserve its rights under the Subordinated
Notes not inconsistent with the rights of the holders of the Superior Debt under
these Terms of Subordination, or (ii) from exercising all remedies otherwise
permitted by applicable law upon default under the Subordinated Notes, subject
to the rights, if any, of the holders of the Superior Debt under Section 2 of
these Terms of Subordination and in respect of cash, property or securities of
Newcourt otherwise payable or delivered to such holders of Subordinated Notes
upon the exercise of any such remedy.

      Section 7. MISCELLANEOUS. (a) Each holder of Subordinated Notes by its
acceptance thereof thereby acknowledges and agrees that the holders of the
Superior Debt have relied upon and will continue to rely upon the subordination
provided for herein in entering into the agreements relating to Superior Debt
and in extending credit to Newcourt and its Subsidiaries pursuant thereto.

      (b) No present or future holder of Superior Debt shall be prejudiced in
his right to enforce the subordination contained herein in accordance with the
terms hereof by any act or failure to act on the part of Newcourt or any holder
of the Subordinated Notes. The subordination provisions contained herein are for
the benefit of the holders of the Superior Debt from time to time and, so long
as Superior Debt is outstanding under any agreement, may not be rescinded,
canceled or modified in any way without the prior written consent thereto of all
holders of Superior Debt.

      (c) The subordination provisions hereof shall be binding upon any holder
of the Subordinated Notes and upon the heirs, legal representatives, successors
and


                                       E-5
<Page>

assigns of any holder of the Subordinated Notes; and, to the extent that any
holder of the Subordinated Notes is either a partnership or a corporation, all
references herein to any holder of the Subordinated Notes shall be deemed to
include any successor or successors, whether immediate or remote, to such
partnership or corporation.

      (d) These Terms of Subordination shall be construed in accordance with and
governed by the laws of the State of New York.


                                       E-6
<Page>

                                                                       EXHIBIT F

                              TERMS OF GUARANTY(1)

      SECTION 1. THE GUARANTY. The Guarantor hereby unconditionally guarantees
the full and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each note issued by AT&T Capital
Corporation and Newcourt pursuant to the Newcourt Agreements, and the full and
punctual payment of all other amounts payable by AT&T Capital Corporation and
Newcourt under the Newcourt Agreements. Upon failure by AT&T Capital Corporation
or Newcourt to pay punctually any such amount, the Guarantor agrees that it
shall forthwith on demand pay the amount not so paid at the place and in the
manner specified in the Newcourt Agreements.

      SECTION 2. GUARANTY UNCONDITIONAL. The obligations of the Guarantor
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

            (a) any extension, renewal, settlement, compromise, waiver or
      release in respect of any obligation of AT&T Capital Corporation or
      Newcourt under the Newcourt Agreements or any note thereunder, by
      operation of law or otherwise;

            (b) any modification or amendment of or supplement to the Newcourt
      Agreements or any note thereunder;

            (c) any release, impairment, non-perfection or invalidity of any
      direct or indirect security for any obligation of AT&T Capital Corporation
      or Newcourt under the Newcourt Agreements or any note thereunder;

----------

      (1) These Terms of Guaranty refer to the $765,000,000 Credit Agreement (as
amended from time to time, the "CREDIT AGREEMENT") dated as of April 13, 1998
among AT&T Capital Corporation, Newcourt Credit Group Inc., Newcourt Credit
Group USA Inc., the banks parties thereto, Morgan Guaranty Trust Company of New
York, as Administrative Agent, Canadian Imperial Bank of Commerce, as
Syndication Agent, The Chase Manhattan Bank and Deutsche Bank AG, New York
Branch, as Co-Documentation Agents and J.P. Morgan Securities Inc. and CIBC
Oppenheimer Corp., as Arrangers and the AT&T 364-Day Credit Agreement and the
Newcourt Credit Agreement. Capitalized terms used but not defined herein are
used herein as defined in the Credit Agreement.

<Page>

            (d) any change in the corporate existence, structure or ownership of
      AT&T Capital Corporation or Newcourt or any insolvency, bankruptcy,
      reorganization or other similar proceeding affecting AT&T Capital
      Corporation or Newcourt or their assets or any resulting release or
      discharge of any obligation of AT&T Capital Corporation or Newcourt
      contained in the Newcourt Agreements or any note thereunder;

            (e) the existence of any claim, set-off or other rights which the
      Guarantor may have at any time against AT&T Capital Corporation, Newcourt,
      the Agent, any Bank or any other Person, whether in connection with the
      Newcourt Agreements or any unrelated transactions, PROVIDED that nothing
      herein shall prevent the assertion of any such claim by separate suit or
      compulsory counterclaim;

            (f) any invalidity or unenforceability relating to or against AT&T
      Capital Corporation or Newcourt for any reason of any of the Newcourt
      Agreements or any note thereunder or any provision of applicable law or
      regulation purporting to prohibit the payment by AT&T Capital Corporation
      or Newcourt of the principal of or interest on any note or any other
      amount payable by AT&T Capital Corporation or Newcourt under the Newcourt
      Agreements; or

            (g) any other act or omission to act or delay of any kind by AT&T
      Capital Corporation, Newcourt, the Agent, any Bank or any other Person or
      any other circumstance whatsoever which might, but for the provisions of
      this paragraph, constitute a legal or equitable discharge of or defense to
      the Guarantor's obligations hereunder.

      SECTION 3. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. The Guarantor's obligations hereunder shall remain in full force
and effect until the "Commitments" under the Newcourt Agreements shall have
terminated and the principal of and interest on the notes and all other amounts
payable by AT&T Capital Corporation and Newcourt under the Newcourt Agreements
shall have been paid in full. If at any time any payment of the principal of or
interest on any note or any other amount payable by AT&T Capital Corporation or
Newcourt under the Newcourt Agreements is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of AT&T
Capital Corporation or Newcourt or otherwise, the Guarantor's obligations
hereunder with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.

      SECTION 4. WAIVER BY THE GUARANTOR. The Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for


                                      F-2