Exhibit 99.2

                                                                  EXECUTION COPY

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

                                 CIT GROUP INC.

                                   ----------

                                 $2,300,000,000

                            364-DAY CREDIT AGREEMENT

                          Dated as of October 15, 2002

                                   ----------

        J.P. MORGAN SECURITIES INC., as Sole Lead Arranger and Bookrunner

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                               BARCLAYS BANK PLC,
                              as Syndication Agent

                              BANK OF AMERICA, N.A,
                              as Syndication Agent

                                 CITIBANK, N.A.,
                              as Syndication Agent

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

<PAGE>

                                                                               i


                               TABLE OF CONTENTS

                                                                            Page

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

   1.1.    Defined Terms. .................................................    1
   1.2.    Other Definitional Provisions ..................................   13

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS ................................   13

   2.1.    Commitments ....................................................   13
   2.2.    Revolving Credit Borrowing Procedure ...........................   15
   2.3.    Competitive Bid Borrowing Procedure ............................   16
   2.4.    Repayment of Loans; Evidence of Debt ...........................   18
   2.5.    Facility Fee; Administrative Agent's Fee .......................   18
   2.6.    Utilization Fee ................................................   19
   2.7.    Extension of Termination Date ..................................   19
   2.8.    Termination or Reduction of Commitments ........................   21
   2.9.    Optional Prepayments of Revolving Credit Loans .................   21
   2.10.   Conversion and Continuation Options ............................   21
   2.11.   Applicable Interest Rate Margins, Facility Fee
             Rate and Utilization Fee .....................................   22
   2.12.   Minimum Amounts of Tranches ....................................   23
   2.13.   Interest Rates and Payment Dates ...............................   23
   2.14.   Computation of Interest and Fees ...............................   23
   2.15.   Inability to Determine Interest Rate ...........................   24
   2.16.   Pro Rata Treatment and Payments ................................   24
   2.17.   Illegality .....................................................   25
   2.18.   Requirements of Law ............................................   26
   2.19.   Taxes ..........................................................   27
   2.20.   Indemnity ......................................................   29
   2.21.   Actions of Banks ...............................................   30
   2.22.   Lending Installations ..........................................   30
   2.23.   Removal of Banks ...............................................   30
   2.24.   Replacement of Banks ...........................................   31

SECTION 3. LETTERS OF CREDIT ..............................................   31

   3.1.    L/C Commitment .................................................   31
   3.2.    Procedure for Issuance of Letter of Credit .....................   32
   3.3.    Fees and Other Charges .........................................   32
   3.4.    L/C Participations .............................................   32
   3.5.    Reimbursement Obligation of the Company ........................   33
   3.6.    Obligations Absolute ...........................................   33
   3.7.    Letter of Credit Payments ......................................   34
   3.8.    Applications ...................................................   34
   3.9.    Cash-Collateralization .........................................   34

<PAGE>

                                                                              ii


SECTION 4. REPRESENTATIONS AND WARRANTIES .................................   34

   4.1.    Financial Condition ............................................   35
   4.2.    No Change ......................................................   35
   4.3.    Corporate Existence; Compliance with Law;
             Significant Subsidiaries .....................................   35
   4.4.    Corporate Power; Authorization; Enforceable
             Obligations ..................................................   35
   4.5.    No Legal Bar ...................................................   35
   4.6.    No Material Litigation .........................................   35
   4.7.    No Default .....................................................   36
   4.8.    Aggregation of the Representations and Warranties
             Relating to Net Worth ........................................   36
   4.9.    Federal Regulations ............................................   36
   4.10.   ERISA ..........................................................   36
   4.11.   Investment Company Act .........................................   36
   4.12.   Purpose of Loans ...............................................   36

SECTION 5. CONDITIONS PRECEDENT ...........................................   37

   5.1.    Conditions to Initial Loans ....................................   37
   5.2.    Conditions to Each Loan ........................................   38

SECTION 6. AFFIRMATIVE COVENANTS ..........................................   38

   6.1.    Financial Statements ...........................................   39
   6.2.    Payment of Obligations .........................................   40
   6.3.    Conduct of Business and Maintenance of Existence ...............   40
   6.4.    Notices ........................................................   40
   6.5.    Status of Obligations ..........................................   41
   6.6.    Maintenance of Property ........................................   41
   6.7.    Payment of Taxes ...............................................   41
   6.8.    Use of Proceeds ................................................   42

SECTION 7. NEGATIVE COVENANTS .............................................   42

   7.1.    Negative Pledge ................................................   42
   7.2.    Consolidations, Mergers and Sales of Assets ....................   44
   7.3.    Net Worth ......................................................   44

SECTION 8. EVENTS OF DEFAULT ..............................................   45

SECTION 9. THE AGENTS .....................................................   47

   9.1.    Appointment ....................................................   47
   9.2.    Delegation of Duties ...........................................   47
   9.3.    Exculpatory Provisions .........................................   47
   9.4.    Reliance by Administrative Agent ...............................   48
   9.5.    Notice of Default ..............................................   48
   9.6.    Non-Reliance on Administrative Agent and Other Banks ...........   48
   9.7.    Indemnification ................................................   49

<PAGE>

                                                                             iii


   9.8.    Administrative Agent in Its Individual Capacity ................   49
   9.9.    Successor Administrative Agent .................................   49

SECTION 10. MISCELLANEOUS .................................................   50

   10.1.   Amendments and Waivers .........................................   50
   10.2.   Notices ........................................................   51
   10.3.   No Waiver; Cumulative Remedies .................................   52
   10.4.   Survival of Representations and Warranties .....................   52
   10.5.   Payment of Expenses and Taxes ..................................   52
   10.6.   Successors and Assigns; Participations; Purchasing Banks .......   53
   10.7.   Dissemination of Information; Confidentiality ..................   55
   10.8.   Adjustments ....................................................   56
   10.9.   Counterparts ...................................................   56
   10.10.  Severability ...................................................   56
   10.11.  Integration ....................................................   57
   10.12.  GOVERNING LAW ..................................................   57
   10.13.  Submission To Jurisdiction; Waivers ............................   57
   10.14.  WAIVERS OF JURY TRIAL ..........................................   57

SCHEDULES

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

EXHIBITS

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

<PAGE>

      364-DAY CREDIT AGREEMENT, dated as of October 15, 2002, among CIT GROUP
INC., a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time on Schedule I to this Agreement (the
"Banks"), J.P. MORGAN SECURITIES INC., as sole lead arranger and bookrunner (in
such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A. and
CITIBANK, N.A., as syndication agents (in such capacity, the "Syndication
Agents") and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the
"Administrative Agent").

                              W I T N E S S E T H:

      WHEREAS, the Company has requested $2,300,000,000 in senior unsecured
revolving credit facilities from the Banks for general corporate purposes; and

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

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

DEFINITIONS

                                 Defined Terms.

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

            "Additional Bank": as defined in subsection 2.1(c)(ii).

            "Additional Bank Agreement": as defined in subsection 2.1(c)(ii).

            "Administrative Agent": as defined in the preamble hereto.

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

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

            "Aggregate Available Commitment": at any time, the excess, if any,
      of (a) the Aggregate Commitment over (b) the aggregate principal amount of
      all Loans and L/C Obligations then outstanding.

            "Aggregate Commitment": the aggregate amount of the Banks'
      Commitments.

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

<PAGE>
                                                                               2


            "Agreement Accounting Principles": GAAP applied in a manner
      consistent with those principles used in the preparation of the financial
      statements referred to in subsection 4.1.

            "Applicable Eurodollar Margin": as defined in subsection 2.11.

            "Applicable Facility Fee Rate": as defined in subsection 2.11.

            "Applicable Margin": as defined in subsection 2.11.

            "Applicable Rate": as defined in subsection 2.11.

            "Applicable Utilization Fee Rate": as defined in subsection 2.11.

            "Application": an application, in such form as the Issuing Bank may
      reasonably specify from time to time, requesting the Issuing Bank to open
      a Letter of Credit.

            "Arranger": as defined in the preamble hereto.

            "Banks": as defined in the preamble hereto.

            "Barclays": Barclays Bank PLC.

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

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

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

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

            "Borrowing Date": a date on which a Borrowing is made hereunder.

<PAGE>
                                                                               3


            "Business Day": a day other than a Saturday, Sunday or other day on
      which commercial banks in New York City are authorized or required by law
      to close.

            "Cash Collateral Account": is defined in subsection 3.9.

            "Citibank": Citibank, N.A.

            "Closing Date": the date on which the conditions precedent set forth
      in subsection 5.1 are satisfied.

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

            "Commitment": as to any Bank, the obligation of such Bank to make
      Revolving Credit Loans to the Company and to acquire participations in
      Letters of Credit hereunder in an aggregate principal amount at any one
      time outstanding not to exceed the amount set forth opposite such Bank's
      name on Schedule I, as the same may be increased from time to time in
      accordance with subsection 2.1(c) or decreased or terminated from time to
      time in accordance with subsection 2.8.

            "Commitment Increase Supplement": as defined in subsection
      2.1(c)(ii).

            "Commitment Percentage": as to any Bank, (a) at any time prior to
      the expiration or termination of the Commitments (expressed as a
      percentage), the ratio of such Bank's Commitment to the Aggregate
      Commitment, and (b) at any time after the expiration or termination of the
      Commitments (expressed as a percentage), the ratio of (x) the sum of the
      aggregate principal amount of such Bank's Loans then outstanding and the
      aggregate of such Bank's participations in L/C Obligations then
      outstanding that are not cash-collateralized pursuant to subsection 3.9 to
      (y) the sum of the aggregate principal amount of the Loans then
      outstanding and the aggregate L/C Obligations then outstanding that are
      not cash-collateralized pursuant to subsection 3.9.

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

            "Commitment Transfer Supplement": as defined in subsection 10.6(c)
      hereto.

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

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

            "Competitive Bid Accept/Reject Letter": a notification made by the
      Company pursuant to subsection 2.3(d) in the form of Exhibit J.

<PAGE>
                                                                               4


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

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

            "Competitive Bid Maturity Date": as to each Competitive Bid Loan,
      the maturity date specified by the Company for such Competitive Bid Loan
      in the related Competitive Bid Request.

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

            "Competitive Bid Request": a request made pursuant to subsection 2.3
      in the form of Exhibit G.

            "Continuing Banks": as defined in subsection 2.7(a).

            "Continuing Facilities Agreements": the (i) 5-Year Credit Agreement,
      (ii) the Five-Year $765,000,000 Credit Agreement, dated as of April 13,
      1998, among Capita Corporation (f/k/a AT&T Capital Corporation), CIT
      Financial Ltd. (f/k/a Newcourt Credit Group Inc.) and Newcourt Credit
      Group USA Inc., as guarantors, the banks parties thereto, JPMorgan Chase
      Bank (a successor to Morgan Guaranty Trust Company of New York), as
      administrative agent, Canadian Imperial Bank of Commerce, as syndication
      agent, JPMorgan Chase Bank (f/k/a 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 (iii) the
      Canadian $500,000,000 364-Day Credit Agreement dated as of March 27, 2001,
      among CIT Financial Ltd., the banks parties thereto, Royal Bank of Canada,
      as administrative agent, and Canadian Imperial Bank of Commerce and
      JPMorgan Bank Canada (f/k/a The Chase Manhattan Bank of Canada), as
      syndication agents.

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

            "Corporate Base Rate": the rate of interest from time to time
      announced by JPMorgan Chase Bank at its principal office as its prime
      commercial lending rate.

            "Debt Ratings": the collective reference to LT Ratings and ST
      Ratings. The Debt Ratings shall be determined from the most recent public
      announcement of any changes in the Debt Ratings. If the rating system of
      S&P or Moody's shall change, the Company and the Administrative Agent
      shall negotiate in good faith to amend this definition to

<PAGE>
                                                                               5


      reflect such changed rating system and, pending the effectiveness of such
      amendment (which shall require the approval of Required Banks), the Debt
      Rating shall be determined by reference to the rating most recently in
      effect prior to such change.

            "Default": any of the events specified in Section 8, whether or not
      any requirement for the giving of notice, the lapse of time, or both, or
      any other condition, has been satisfied.

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

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

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

            "Eurodollar Competitive Bid Borrowing": a Borrowing comprised of
      Eurodollar Competitive Bid Loans.

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

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

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

            "Eurodollar Revolving Credit Borrowing": a Borrowing comprised of
      Eurodollar Revolving Credit Loans.

            "Eurodollar Revolving Credit Loan": any Revolving Credit Loan
      bearing interest

<PAGE>
                                                                               6


      at a rate determined by reference to the Eurodollar Rate in accordance
      with the provisions of Section 2.

            "Event of Default": any of the events specified in Section 8,
      provided that any requirement for the giving of notice, the lapse of time,
      or both, or any other condition, has been satisfied.

            "Existing 364-Day Agreement": the 364-Day Credit Agreement, dated as
      of March 28, 2000, among the Company, the banks parties thereto, Barclays
      Bank PLC, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank,
      Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as syndication agents and
      JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as administrative
      agent, as amended, supplemented or otherwise modified from time to time

            "Extension Notice": as defined in subsection 2.7(a).

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

            "Fee Payment Date": the last day of each calendar quarter,
      commencing December 31, 2002, the Termination Date and the Maturity Date.

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

            "5-Year Credit Agreement": the 5-Year Credit Agreement, dated as of
      March 28, 2000, among the Company, the banks parties thereto, Barclays
      Bank PLC, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank,
      Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as syndication agents and
      JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as administrative
      agent.

            "Fixed Rate Borrowing": a Borrowing comprised of Fixed Rate Loans.

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

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

            "Governmental Authority": any nation or government, any state or
      other political

<PAGE>
                                                                               7


      subdivision thereof and any entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.

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

            "Increasing Bank": as defined in subsection 2.1(c)(ii).

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

<PAGE>
                                                                               8


      contingent obligation shall be such Person's maximum, reasonably
      anticipated liability in respect thereof as determined by such Person in
      good faith.

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

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

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

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

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

<PAGE>
                                                                               9


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

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

            (C) any Interest Period pertaining to a Eurodollar Loan that begins
      on the last Working Day of a calendar month (or on a day for which there
      is no numerically corresponding day in the calendar month at the end of
      such Interest Period) shall end on the last Working Day of a calendar
      month.

            "Issuing Bank": JPMorgan Chase Bank or any affiliate thereof
      reasonably acceptable to the Company, in its capacity as issuer of any
      Letter of Credit.

            "L/C Commitment": $300,000,000.

            "L/C Obligations": at any time, an amount equal to the sum of (a)
      the aggregate then undrawn and unexpired amount of the then outstanding
      Letters of Credit and (b) the aggregate amount of drawings under Letters
      of Credit that have not then been reimbursed pursuant to subsection 3.5.

            "L/C Participants": the collective reference to all the Banks other
      than the Issuing Bank.

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

            "Letters of Credit": as defined in subsection 3.1(a).

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

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

            "LT Rating": as of any date of determination, the rating as
      determined by either S&P or Moody's (collectively, the "LT Ratings") of
      senior, unsecured long-term indebtedness for borrowed money of the
      Company, without third-party credit enhancement.

            "Margin": as to any Eurodollar Competitive Bid Loan, the margin
      (expressed as a percentage rate per annum in the form of a decimal to no
      more than four decimal places)

<PAGE>
                                                                              10


      to be added to or subtracted from the Eurodollar Rate to determine the
      interest rate applicable to such Loan, as specified in the Competitive Bid
      relating to such Loan.

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

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

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

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

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

            "Non-Extending Banks": as defined in subsection 2.7(a).

            "Non-U.S. Lender": as defined in subsection 2.19(b).

            "Other Bank": as defined in subsection 2.1(c)(i).

            "Participant": as defined in subsection 10.6(b).

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

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

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

            "Reference Banks": JPMorgan Chase Bank, Barclays, BofA and Citibank.

            "Register": as defined in subsection 10.6(d).

            "Reimbursement Obligation": the obligation of the Company to
      reimburse the Issuing Bank pursuant to subsection 3.5 for amounts drawn
      under Letters of Credit.

<PAGE>
                                                                              11


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

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

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

            "Required Banks": at a particular time, Banks whose Commitment
      Percentages aggregate at least 51% or, if the Aggregate Commitment has
      been terminated or for purposes of any decision to accelerate the Loans
      pursuant to Section 8, Banks in the aggregate holding at least 51% of the
      aggregate unpaid principal amount of the outstanding Loans.

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

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

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

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

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

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

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

            "Single Employer Plan": any Plan which is covered by Title IV of
      ERISA, but

<PAGE>
                                                                              12


      which is not a Multiemployer Plan.

            "ST Rating": as of any date of determination, the rating as
      determined by either S&P or Moody's (collectively, the "ST Ratings") of
      senior, unsecured short-term indebtedness for borrowed money of the
      Company, without third-party credit enhancement.

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

            "Syndication Agent": as defined in the preamble hereto.

            "Termination Date": October 14, 2003, as such date may be extended
      from time to time in accordance with subsection 2.7.

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

            "Transfer Effective Date": as defined in subsection 10.6(c) hereto.

            "Transferee": as defined in subsection 10.6(f).

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

            "Uniform Customs": the Uniform Customs and Practice for Documentary
      Credits (1993 Revisions), International Chamber of Commerce Publication
      No. 500, the International Standby Practices 1998, or the most recent
      version thereof or successor thereto which shall be in effect from time to
      time, in each case as amended or otherwise modified from time to time and
      as selected in the applicable Letter of Credit.

            "United States": the United States of America.

            "Utilization Fee": as defined in subsection 2.6.

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

<PAGE>
                                                                              13


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

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

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

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

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

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

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

      (c) (i) Notwithstanding anything to the contrary contained in this
Agreement, the Company may request from time to time that the Aggregate
Commitment be increased by an amount not less than $25,000,000 or a whole
multiple of $10,000,000 in excess thereof, provided that the Company may only
request such an increase once in any six-month period and in no event shall the
Aggregate Commitment exceed $3,000,000,000. Such increase in the Aggregate
Commitment shall be effected as follows: the Company may (I) request one or more
of the Banks to increase the amount of its Commitment (which request shall be in
writing and sent to the Administrative Agent to forward to such Bank or Banks)
and/or (II) arrange for one or more banks or financial institutions not a party
hereto (an "Other Bank") to become parties to

<PAGE>
                                                                              14


and lenders under this Agreement, provided that (w) the Administrative Agent
shall have approved such Other Bank, which approval shall not be unreasonably
withheld, (x) the minimum Commitment of such Other Bank equals or exceeds
$15,000,000 and (y) after giving effect to such increase, no Bank shall have a
Commitment hereunder which exceeds an amount equal to 20% of the Aggregate
Commitment. In no event may any Bank's Commitment be increased without the prior
written consent of such Bank, and the failure of any Bank to respond to the
Company's request for an increase shall be deemed a rejection by such Bank of
the Company's request. The Aggregate Commitment may not be increased if, at the
time of any proposed increase hereunder, a Default or Event of Default has
occurred and is continuing, or either of the Company's LT Ratings from Moody's
or S&P is less than A3 or A-, respectively. Upon any request by the Company to
increase the Aggregate Commitment hereunder, the Company shall be deemed to have
represented and warranted on and as of the date of such request that no Default
or Event of Default has occurred and is continuing. Notwithstanding anything
contained in this Agreement to the contrary, no Bank shall have any obligation
whatsoever to increase the amount of its Commitment, and each Bank may at its
option, unconditionally and without cause, decline to increase its Commitment.

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

            (iii) In no event shall an increase in a Bank's Commitment or the
Commitment of an Other Bank pursuant to this subsection 2.1(c) become effective
until the Administrative Agent shall have received a favorable written opinion
of counsel for the Company, addressed to the Banks, with respect to the matters
set forth in paragraphs 2 and 3 of Exhibit B-1 as they relate to this Agreement
and the borrowings hereunder after giving effect to the increase in the
Aggregate Commitment resulting from the increase in such Bank's

<PAGE>
                                                                              15


Commitment or the extension of a Commitment by such Other Bank. In no event
shall an increase in a Bank's Commitment or the Commitment of an Other Bank
which results in the Aggregate Commitment exceeding the amount which is
authorized at such time in resolutions previously delivered to the
Administrative Agent become effective until the Administrative Agent shall have
received a copy of the resolutions, in form and substance satisfactory to the
Administrative Agent, of the Board of Directors or the Executive Committee of
the Board of Directors of the Company authorizing the borrowings contemplated
pursuant to such increase, certified by the Secretary or an Assistant Secretary
of the Company. Concurrently with the execution by an Increasing Bank of a
Commitment Increase Supplement or by an Additional Bank of an Additional Bank
Agreement, the Company shall make such borrowing from such Increasing Bank or
Additional Bank, and/or shall make such prepayment of outstanding Revolving
Credit Loans, as shall be required to cause the aggregate outstanding principal
amount of Revolving Credit Loans owing to each Bank (including each such
Increasing Bank and Additional Bank) to be proportional to such Bank's share of
the Aggregate Commitment after giving effect to any increase thereof. The
Company agrees to indemnify each Bank and to hold each Bank harmless from any
loss or expense incurred as a result of any such prepayment in accordance with
subsection 2.20, as applicable.

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

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

<PAGE>
                                                                              16


share of each Borrowing of Revolving Credit Loans available to the
Administrative Agent at the office of the Administrative Agent specified in
subsection 10.2 prior to 11:00 A.M., New York City time, on the Borrowing Date
requested by the Company in funds immediately available to the Administrative
Agent. The Administrative Agent shall make the funds so received from the Banks
immediately available to the Company at the Administrative Agent's aforesaid
address or to an account designated by the Company.

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

      (b) Each Bank may, in its sole discretion, make one or more Competitive
Bids to the Company responsive to a Competitive Bid Request. Each Competitive
Bid by a Bank must be received by the Administrative Agent via telecopier, in
the form of Exhibit I, (i) in the case of a Eurodollar Competitive Bid
Borrowing, not later than 9:30 a.m., New York City time, three Working Days
before a proposed Competitive Bid Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the Business Day of
a proposed Competitive Bid Borrowing. Multiple bids will be accepted by the
Administrative Agent. Competitive Bids that do not conform substantially to the
format of Exhibit I may be rejected by the Administrative Agent after conferring
with, and upon the instruction of, the Company, and the Administrative Agent
shall notify the Bank making such nonconforming bid of such rejection as soon as
practicable. Each Competitive Bid shall refer to this Agreement and specify (x)
the principal amount (which shall be in a minimum principal amount of $5,000,000
and in integral multiples of $1,000,000, which may exceed such Bank's Commitment
and which may equal the entire principal amount of the Competitive Bid Borrowing
requested by the Company) of the Competitive Bid Loan or Loans that the
applicable Bank is willing to make to the Company, (y) the Competitive Bid Rate
or Rates at which such Bank is prepared to make the Competitive Bid Loan or
Loans and (z) the Interest Period and the last day thereof. A Competitive Bid
submitted by a Bank pursuant to this paragraph (b) shall be irrevocable.

<PAGE>
                                                                              17


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

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

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

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

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

<PAGE>
                                                                              18


      (h) All notices required by this subsection 2.3 shall be given in
accordance with subsection 10.2.

      2.4. Repayment of Loans; Evidence of Debt. (a) The Company unconditionally
promises to pay to the Administrative Agent for the account of the relevant Bank
(i) on the Maturity Date (or such earlier date on which the Loans become due and
payable pursuant to subsection 2.9 or Section 8), the unpaid principal amount of
each Revolving Credit Loan made to it by such Bank; provided, that, on or before
the Termination Date, the Company shall give the Administrative Agent written
notice stating whether it intends or does not intend to repay, on such date, the
unpaid principal amount of all Revolving Credit Loans, and (ii) on the last day
of the Interest Period thereof, the unpaid principal amount of each Competitive
Bid Loan made to it by such Bank. The Company shall have no right to prepay any
principal of any Competitive Bid Loan. The Company further agrees to pay
interest in immediately available funds at the office of the Administrative
Agent on the unpaid principal amount of the Loans from time to time from the
date hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in subsection 2.13.

      (b) Each Bank shall maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of the Company to such Bank
resulting from the Loans made by such Bank to the Company, including the amounts
of principal and interest payable and paid to such Bank from time to time
hereunder. (c) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(d), and a subaccount for each Bank, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Loan made
hereunder, whether such Loan is a Revolving Credit Loan or a Competitive Bid
Loan, the Type of each Loan made and the Interest Period or maturity date (if
any) applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Company to each Bank hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder from
the Company and each Bank's share thereof.

      (d) The entries made in the Register and the accounts maintained pursuant
to paragraphs (b) and (c) of this subsection shall be prima facie evidence of
the items contained therein; provided, however, that the failure of any Bank or
the Administrative Agent to maintain such account, such Register or such
subaccount, as applicable, or any error therein, shall not in any manner affect
the obligation of the Company to repay (with applicable interest) the Loan made
to the Company by such Bank in accordance with the terms of this Agreement.

      (e) If requested by any Bank for purposes of subsection 10.6(g), the
Company shall execute and deliver, at the Company's expense, to such Bank (and
deliver a copy thereof to the Administrative Agent) one or more promissory notes
evidencing the Loans owing to such Bank pursuant to this Agreement. Any such
note shall be substantially in the form of Exhibit A-1, or A-2, as applicable,
and shall be entitled to all of the rights and benefits of this Agreement.

      2.5. Facility Fee; Administrative Agent's Fee. (a) The Company agrees to
pay to the Administrative Agent for the account of each Bank a non-refundable
facility fee at the Applicable Facility Fee Rate per annum (i) on the daily
average amount of such Bank's

<PAGE>
                                                                              19


Commitment (whether borrowed or unborrowed) from and including the date hereof
to and excluding the Termination Date and (ii) on the daily average amount of
each Bank's outstanding Loans and Commitment Percentage of L/C Obligations from
and including the Termination Date to and excluding the earlier of (A) the
Maturity Date and (B) the first date upon which no Loans or L/C Obligations are
outstanding, in each case payable quarterly in arrears and on each Fee Payment
Date.

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

      2.6. Utilization Fee. If the average daily aggregate principal amount of
the Loans and L/C Obligations outstanding for the calendar quarter preceding a
Fee Payment Date (or such shorter period beginning with the date hereof or
ending with the earlier of (A) the Maturity Date and (B) the first date after
the Termination Date upon which no Loans or L/C Obligations are outstanding) is
in excess of 33.3% of the average daily Aggregate Commitment for such calendar
quarter or period (or in any case for any period after the Termination Date),
the Company agrees to pay to the Administrative Agent for the account of the
Banks a non-refundable utilization fee (the "Utilization Fee") at the Applicable
Utilization Fee Rate on such average daily aggregate principal amount of the
Loans and L/C Obligations outstanding during such calendar quarter (or shorter
period), payable in arrears on each Fee Payment Date.

      2.7. Extension of Termination Date. (a)The Company may, by written notice
to the Administrative Agent (such notice being an "Extension Notice") given no
earlier than sixty days and no later than forty-five days prior to the
Termination Date, request the Banks to consider an extension of the then
applicable Termination Date to a date 364 days after the then applicable
Termination Date. The Administrative Agent shall promptly transmit any Extension
Notice to each Bank. Each Bank shall notify the Administrative Agent whether it
wishes to extend the then applicable Termination Date no earlier than thirty
days, and no later than twenty days, prior to such Termination Date, and any
such notice given by a Bank to the Administrative Agent, once given, shall be
irrevocable as to such Bank. Any Bank which does not expressly notify the
Administrative Agent prior to such twenty day period that it wishes to so extend
the then applicable Termination Date shall be deemed to have rejected the
Company's request for extension of such Termination Date. Banks consenting to
extend the then applicable Termination Date are hereinafter referred to as
"Continuing Banks", and Banks declining to consent to extend such Termination
Date (or Banks deemed to have so declined) are hereinafter referred to as
"Non-Extending Banks". If the Required Banks have elected (in their sole and
absolute discretion) to so extend the Termination Date, the Administrative Agent
shall notify the Company of such election by such Required Banks no later than
fifteen days prior to such Termination Date, and effective on the date of such
notice by the Administrative Agent to the Company, the Termination Date shall be
automatically and immediately so extended. No extension will be permitted
hereunder without the consent of the Required Banks and in no event shall the
Termination Date be extended beyond three years minus three days following the
Closing Date. Upon the delivery of an Extension Notice and upon the extension of
the

<PAGE>
                                                                              20


Termination Date pursuant to this subsection 2.7, the Company shall be deemed to
have represented and warranted on and as of the date of such Extension Notice
and the effective date of such extension, as the case may be, that no Default or
Event of Default has occurred and is continuing. Notwithstanding anything
contained in this Agreement to the contrary, no Bank shall have any obligation
to extend the Termination Date, and each Bank may at its option, unconditionally
and without cause, decline to extend the Termination Date.

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

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

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

      (e) If the Termination Date shall have been extended in respect of
Continuing Banks in accordance with subsection 2.7(a), any notice of borrowing
pursuant to subsection 2.2 or 2.3 specifying a Borrowing Date occurring after
the Termination Date applicable to a Non-Extending Bank or requesting an
Interest Period extending beyond such date shall (a) have no

<PAGE>
                                                                              21


effect in respect of such Non-Extending Bank and (b) not specify a requested
aggregate principal amount exceeding the Aggregate Available Commitment
(calculated on the basis of the Commitments of the Continuing Banks).

      2.8. Termination or Reduction of Commitments. The Company shall have the
right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate the Aggregate Commitment or, from time to time, to reduce
the amount of the Aggregate Commitment, provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayments made in respect of the Loans on the effective date of such
termination or reduction, the aggregate principal amount of the Loans and L/C
Obligations then outstanding that are not cash-collateralized pursuant to
subsection 3.9 would exceed the Aggregate Commitment then in effect. Any such
reduction shall be in an amount equal to $10,000,000 or a whole multiple of
$1,000,000 in excess thereof and shall reduce permanently the Commitments then
in effect.

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

      2.10. Conversion and Continuation Options. (a) The Company may elect from
time to time to convert Eurodollar Revolving Credit Loans to Base Rate Loans by
giving the Administrative Agent at least one Business Day's prior irrevocable
notice of such election, provided that any such conversion of Eurodollar
Revolving Credit Loans may only be made on the last day of an Interest Period
with respect thereto. The Company may elect from time to time to convert Base
Rate Loans to Eurodollar Revolving Credit Loans by giving the Administrative
Agent at least three Working Days' prior irrevocable notice of such election.
Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify
the length of the initial Interest Period or Interest Periods therefor. Upon
receipt of such notice the Administrative Agent shall promptly notify each Bank
thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and
Base Rate Loans may be converted as provided herein, provided that (i) no Loan
may be converted into a Eurodollar Revolving Credit Loan when any Event of
Default has occurred and is continuing unless the Administrative Agent or the
Required Banks have determined that such a conversion is appropriate, (ii) any
such conversion may only be made if, after giving effect thereto, subsection
2.12 shall not have been contravened and (iii) no Revolving Credit Loan may be
converted into a Eurodollar Revolving Credit Loan after the date that is one
month prior to the Maturity Date.

      (b) Any Eurodollar Revolving Credit Loans may be continued as such upon
the expiration of the then current Interest Period with respect thereto by the
Company giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Revolving Credit Loan may be continued

<PAGE>
                                                                              22


as such (i) when any Event of Default has occurred and is continuing and the
Administrative Agent or the Required Banks have determined that such a
continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 2.12 would be contravened or (iii) after the date that is one month
prior to the Maturity Date. If the Company shall fail to give any required
notice as described above in this paragraph or if such continuation is not
permitted pursuant to the preceding proviso such Loans shall be automatically
converted to Base Rate Loans on the last day of such then expiring Interest
Period.

      2.11. Applicable Interest Rate Margins, Facility Fee Rate and Utilization
Fee. The Applicable Eurodollar Margin, the Applicable Facility Fee Rate and the
Applicable Utilization Fee Rate (the Applicable Eurodollar Margin, the
Applicable Facility Fee Rate and the Applicable Utilization Fee Rate,
individually or collectively, the "Applicable Margin" or "Applicable Rate")
shall be equal to the percentage per annum set forth below (in basis points).

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                          Eurodollar  Utilization   Utilization
Pricing      LT Ratings        ST Ratings     Facility    Rate Loan       Fee           Fee
Level        S&P/Moody's       S&P/Moody's      Fee        Margin      (> 33.3%)     (> 66.7%)
-----------------------------------------------------------------------------------------------
<S>          <C>                <C>             <C>          <C>           <C>          <C>
   1         AA-/Aa3  and       A-1/P-1         5.0          20.0          5.0          10.0
   2         A+/A1    and       A-1/P-1         6.0          24.0          5.0          10.0
   3         A/A2     and       A-1/P-1         7.0          28.0         12.5          25.0
   4         A-/A3              N/A             8.0          42.0         12.5          25.0
   5         BBB+/Baa1          N/A             10.0         52.5         12.5          25.0
   6         BBB/Baa2           N/A             12.5         70.0         12.5          25.0
   7         BBB-/Baa3          N/A             15.0        110.0         12.5          25.0
-----------------------------------------------------------------------------------------------
</TABLE>

      For purposes of the foregoing, if the Debt Ratings fall within different
pricing levels, then the lowest of such pricing levels (i.e., the pricing level
having the highest numerical designation above) shall apply.

      Notwithstanding the foregoing, (i) until the date on which all the amounts
outstanding on the Closing Date hereunder and under the Continuing Facilities
Agreements shall have been repaid in full and no extensions of credit (other
than the issuance of any Letter of Credit) shall have been made hereunder or
thereunder for a period of 30 days or longer, the Applicable Margin for
Eurodollar Rate Loans shall be increased by 25 basis points and the Utilization
Fee shall be equal to zero basis points and (ii) following the Termination Date
the Applicable Margin for Eurodollar Loans shall be increased by 25 basis point
and the Utilization Fee shall be equal to 25 basis points.

<PAGE>
                                                                              23


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

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

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

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

      (d) If all or a portion of (i) the principal amount of any Loan or (ii)
any interest payable thereon, any fee or any other amount payable pursuant to
the terms of this Agreement (other than attorneys' fees incurred in connection
with the enforcement of the terms hereof) shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue amount shall
bear interest at a rate per annum which is (x) in the case of overdue principal,
the rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this subsection plus 2% or (y) in the case of any overdue
interest, fee or other amount, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
amount is paid in full (after as well as before judgment).

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

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

<PAGE>
                                                                              24


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

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

      (d) Each Reference Bank shall use its best efforts to furnish quotations
of rates to the Administrative Agent as contemplated hereby. If any of the
Reference Banks shall be unable or shall otherwise fail to supply such rates to
the Administrative Agent upon its request, the rate of interest shall, subject
to the provisions of subsection 2.15, be determined on the basis of the
quotations of the remaining Reference Banks or Reference Bank.

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

      2.16. Pro Rata Treatment and Payments. (a) Each Revolving Credit Borrowing
by the Company from the Banks hereunder, each payment by the Company on account
of any fee hereunder and, except as contemplated by subsections 2.1(c)(iii),
2.7(c), 2.21, 2.23 and 2.24 any reduction of the Commitments of the Banks shall
be made pro rata according to the respective Commitment Percentages of the
Banks. Except as contemplated by subsections 2.1(c)(iii), 2.7(c), 2.21, 2.23 and
2.24, each payment (including each prepayment) by the Company on account of
principal of and interest on the Revolving Credit Loans shall be made pro rata
according to the respective outstanding principal amounts of the Revolving
Credit Loans then held by the Banks. Each payment of principal of any
Competitive Bid Borrowing shall be allocated pro rata among the Banks
participating in such Borrowing in accordance with the respective principal
amounts of their outstanding Competitive Bid Loans comprising such

<PAGE>
                                                                              25


Borrowing. Each payment of interest on any Competitive Bid Borrowing shall be
allocated pro rata among the Banks participating in such Borrowing in accordance
with the respective amounts of accrued and unpaid interest on their outstanding
Competitive Bid Loans comprising such Borrowing. Each Bank agrees that in
computing such Bank's portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Bank's percentage of
such Borrowing to the next higher or lower whole dollar amount. All payments
(including prepayments) to be made by the Company hereunder, whether on account
of principal, interest, fees or otherwise, shall be made without set off or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on the
due date thereof to the Administrative Agent, for the account of the Banks, at
the Administrative Agent's office specified in subsection 10.2, in Dollars and
in immediately available funds. The Administrative Agent shall distribute such
payments to the Lending Installation of the Banks promptly upon receipt in like
funds as received. If any payment hereunder (other than payments on the
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Working Day, the maturity thereof
shall be extended to the next succeeding Working Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Working Day.

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

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

<PAGE>
                                                                              26


notify the Administrative Agent of any such cancellation and conversion pursuant
to this subsection 2.17.

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

            (i) shall subject any Bank or the Lending Installation of any Bank
      to any tax of any kind whatsoever with respect to this Agreement, any
      Letter of Credit, any Application or any Eurodollar Loan or Fixed Rate
      Loan made by it, or change the basis of taxation of payments to such Bank
      or the Lending Installation of such Bank in respect thereof (except for
      taxes covered by subsection 2.19 and changes in the rate of tax on the net
      income of such Bank or the Lending Installation of such Bank);

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

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

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

      (b) In the event that any Bank shall have determined that any change in
any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or

<PAGE>
                                                                              27


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

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

      2.19. Taxes. (a) All payments made by the Company under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority,
excluding, in the case of the Administrative Agent and each Bank, taxes based on
or measured by net income imposed on the Administrative Agent or such Bank, as
the case may be, as a result of a present or former connection between the
jurisdiction of the government or taxing authority imposing such tax and the
Administrative Agent or such Bank (excluding a connection arising solely from
the Administrative Agent or such Bank having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement) or any
political subdivision or taxing authority thereof or therein (all such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions and
withholdings being

<PAGE>
                                                                              28


hereinafter called "Taxes"). If any Taxes are required to be withheld from any
amounts payable to the Administrative Agent or any Bank hereunder, the amounts
so payable to the Administrative Agent or such Bank shall be increased to the
extent necessary to yield to the Administrative Agent or such Bank (after
payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement; provided, however, that
the Company shall not be required to increase any amounts payable to any
Non-U.S. Lender (as defined in subsection 2.19(b)) with respect to any Taxes
that would not have been imposed but for such Non-U.S. Lender's failure to
provide to the Company the Internal Revenue Service Forms required to be
provided to the Company pursuant to subsection 2.19(b). Whenever any Taxes are
payable by the Company, promptly thereafter the Company shall send to the
Administrative Agent for its own account or for the account of such Bank, as the
case may be, a certified copy of an original official receipt received by the
Company showing payment thereof. If such evidence of payment is unavailable,
other evidence of such payment, satisfactory to the Administrative Agent, shall
be provided by the Company. If the Company fails to pay any Taxes when due to
the appropriate taxing authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence, the Company shall
indemnify the Administrative Agent and the Banks for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Bank as a result of any such failure.

      (b) Each Bank represents and warrants to the Company that under currently
applicable law and treaties no Taxes will be required to be withheld by the
Company with respect to any payments to be made to such Bank hereunder. Each
Bank that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes (each, a "Non-U.S.
Lender") agrees to deliver to the Company and the Administrative Agent on or
prior to the Closing Date or, in the case of a Non-U.S. Lender that is an
assignee or transferee of, or purchaser of a participation in, an interest under
this Agreement pursuant to subsection 10.6 (unless such Non-U.S. Lender was
already a Bank hereunder immediately prior to such assignment or transfer), on
the date of such assignment or transfer to such Non-U.S. Lender, (i) two (2)
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI or Form W-8BEN (or successor forms) certifying that such Non-U.S. Lender
is entitled as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement, or
(ii) if such Non-U.S. Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form
W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax
treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit K (any such certificate, an "Exemption
Certificate"), and (y) two (2) accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (with respect to the

<PAGE>
                                                                              29


portfolio interest exemption) (or successor form) certifying that such Non-U.S.
Lender is entitled as of such date to a complete exemption from United States
withholding tax with respect to payments of interest to be made under this
Agreement. In addition, each Non-U.S. Lender agrees that from time to time after
the Closing Date, when the passage of time or a change in facts or circumstances
renders the previous certification obsolete or inaccurate in any material
respect, such Non-U.S. Lender will deliver to the Company and the Administrative
Agent two (2) new accurate and complete original signed copies of Internal
Revenue Service Form W-8ECI, Form W-8BEN (with respect to a complete exemption
under an income tax treaty), or Form W-8BEN (with respect to the portfolio
interest exemption) and an Exemption Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish that such
Non-U.S. Lender is entitled to a continued exemption from United States
withholding tax with respect to payments under this Agreement, or such Non-U.S.
Lender shall immediately notify the Company and the Administrative Agent of its
inability to deliver any such form or Exemption Certificate, in which case such
Non-U.S. Lender shall not be required to deliver any such form or Exemption
Certificate. Notwithstanding anything to the contrary contained in this
subsection 2.19, the Company agrees to pay any additional amounts and to
indemnify each Non-U.S. Lender in the manner set forth in subsection 2.19(a) in
respect of any United States Taxes deducted or withheld by them if such Taxes
would not have been deducted or withheld but for any change after the Closing
Date in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof.

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

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

      2.20. Indemnity. The Company agrees to indemnify each Bank and to hold
each Bank harmless from any loss or expense which such Bank may sustain or incur
as

<PAGE>
                                                                              30


a consequence of (a) default by the Company in payment when due of the principal
amount of or interest on any Eurodollar Loan or Fixed Rate Loan, (b) default by
the Company in making a borrowing of, conversion into or continuation of any
Eurodollar Loan, or any borrowing of a Fixed Rate Loan, after the Company has
given a notice requesting the same in accordance with the provisions of this
Agreement, (c) default by the Company in making any prepayment after the Company
has given a notice thereof in accordance with the provisions of this Agreement
or (d) the making of a prepayment of a Eurodollar Loan or Fixed Rate Loan on a
day which is not the last day of an Interest Period with respect thereto,
including, in each case, any such loss or expense arising from the reemployment
of funds obtained by it (or which it has arranged to obtain) or from fees
payable to terminate the deposits from which such funds were obtained (or which
it has arranged to obtain). Such indemnification shall be in an amount equal to
the excess, if any, of (i) the amount of interest which would have accrued on
the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure), in each case at the applicable rate of interest for
such Loans provided for herein (excluding the Applicable Margin included
therein), over (ii) the amount of interest (as reasonably determined by such
Bank) which would have accrued to such Bank on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
eurodollar market. Nothing in this Section shall be deemed to give the Company
any right to prepay any Competitive Bid Loan or other Loan the prepayment of
which is otherwise prohibited pursuant to the terms of this Credit Agreement.
This covenant shall survive the termination of this Agreement and the payment of
all other amounts payable hereunder.

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

      2.22. Lending Installations. Each Bank may hold its Loans at any Lending
Installation selected by it and may change its Lending Installation from time to
time, provided that no such Bank shall be entitled to receive any greater amount
under subsections 2.18, 2.19, 2.20 or 10.5 as a result of a transfer of any such
Loans to a different office of such Bank than it would be entitled to
immediately prior thereto unless such claim would have arisen even if such
transfer had not occurred. All provisions of this Agreement shall apply to any
such Lending Installation. Each Bank may, by written or telex notice to the
Company and the Administrative Agent, designate a Lending Installation through
which the Loans will be made by it and for whose account payments are to be
made.

      2.23. Removal of Banks. The Company shall be permitted, from time to time
in its discretion, to remove Banks from this Agreement and to reduce the
Aggregate Commitment; provided, that (a) the Aggregate Commitment may not be
reduced below $1,000,000,000 as

<PAGE>
                                                                              31


a result of removal of one or more Banks from this Agreement pursuant to this
Section, (b) after giving effect to such removal, no Bank shall have a
Commitment hereunder which exceeds an amount equal to 20% of the Aggregate
Commitment and (c) a Bank may not be removed from this Agreement at any time a
Default or an Event of Default exists and remains uncured or unwaived under this
Agreement. If the Company elects to terminate the Commitment of a Bank, it shall
give not less than 30 days written notice to the Administrative Agent and such
Bank. On the effective date of such termination, the Company shall pay to the
Administrative Agent, for the account of such Bank, in immediately available
funds, an amount equal to all Loans and other amounts (including accrued
interest and fees) owing to such Bank plus the amounts, if any, owing to such
Bank under subsections 2.18, 2.19, 2.20 and 10.5. Notwithstanding the removal of
any Bank pursuant to this subsection, such Bank shall continue to have all such
rights as would survive the termination of this Agreement under subsections
2.18, 2.19, 2.20 and 10.5.

      2.24. Replacement of Banks. In the event that any Bank (a "Notifying
Bank") (a) shall demand payment by the Company of any amount pursuant to
subsection 2.18 or 2.19, (b) shall cause the suspension of the availability of
any Type pursuant to subsection 2.17, (c) shall have excused itself from funding
a Loan pursuant to subsection 2.17, (d) shall have failed to make available a
Loan on the date on which it was obligated to do so or (e) shall have failed to
consent to any waiver, amendment or modification of this Agreement that has been
consented to by the Required Banks, the Company may, upon notice to such
Notifying Bank and the Administrative Agent, nominate a new financial
institution or group of financial institutions willing to participate in the
facility in the place of such Notifying Bank ("Replacement Bank"). Upon receipt
of such notice from the Company and upon the consent of the Administrative Agent
as to the Replacement Bank, which consent shall not be unreasonably withheld,
such Notifying Bank shall be obligated to transfer without recourse,
representation, warranty (other than that it has not in any way transferred,
assigned, encumbered, sold or conveyed its rights under its Loans) or expense to
such Notifying Bank, all of its rights (other than rights that would survive the
termination of this Agreement pursuant to subsections 2.18, 2.19, 2.20 and 10.5)
and obligations hereunder to the Replacement Bank; provided that the Replacement
Bank satisfies all of the requirements of this Agreement and pays such Notifying
Bank all amounts owing to such Notifying Bank under this Agreement and the
Company pays such Notifying Bank any funding losses incurred pursuant to
subsection 2.20, if any, as a result of such replacement. This subsection 2.24
shall in no way affect the right of the Company to replace, remove or add a Bank
pursuant to any other provision of this Agreement.

                          SECTION 3. LETTERS OF CREDIT

      3.1. L/C Commitment. (a) Subject to the terms and conditions hereof, the
Issuing Bank, in reliance on the agreements of the other Banks set forth in
subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for
the account of the Company on any Business Day during the Commitment Period in
such form as may be approved from time to time by the Issuing Bank; provided
that the Issuing Bank shall have no obligation to issue any Letter of Credit if,
after giving effect to such issuance, (i) the L/C Obligations would exceed the
L/C Commitment or (ii) the sum of (A) the outstanding aggregate principal amount
of all Revolving Credit Loans made by all Banks, plus (B) the aggregate
outstanding amount of L/C Obligations plus (C) the outstanding aggregate
principal amount of all Competitive Bid Loans made by all Banks, would exceed
the Aggregate Commitment. Each Letter of Credit shall (i) be

<PAGE>
                                                                              32


denominated in Dollars and (ii) expire no later than the earlier of (x) the
first anniversary of its date of issuance and (y) the date that is five Business
Days prior to the Maturity Date, provided that any Letter of Credit with a
one-year term may provide for the renewal thereof for additional one-year
periods (which shall in no event extend beyond the date referred to in clause
(y) above).

      (b) The Issuing Bank shall not at any time be obligated to issue any
Letter of Credit if such issuance would conflict with, or cause the Issuing Bank
or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.

      3.2. Procedure for Issuance of Letter of Credit. The Company may from time
to time request that the Issuing Bank issue a Letter of Credit by delivering to
the Issuing Bank at its address for notices specified herein an Application
therefor, completed to the reasonable satisfaction of the Issuing Bank, and such
other certificates, documents and other papers and information as the Issuing
Bank may reasonably request. Upon receipt of any Application, the Issuing Bank
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Bank be required to issue any Letter
of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed to by the Issuing Bank
and the Company. The Issuing Bank shall furnish a copy of such Letter of Credit
to the Company promptly following the issuance thereof. The Issuing Bank shall
promptly furnish to the Administrative Agent, which shall in turn promptly
furnish to the Banks, notice of the issuance of each Letter of Credit (including
the amount thereof).

      3.3. Fees and Other Charges. (a) The Company will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans plus 0.25%, shared ratably among
the Banks and payable quarterly in arrears on each Fee Payment Date after the
issuance date.

      (b) In addition to the foregoing fees, the Company shall pay or reimburse
the Issuing Bank for such normal and customary costs and expenses as are
incurred or charged by the Issuing Bank in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit.

      3.4. L/C Participations. (a) The Issuing Bank irrevocably agrees to grant
and hereby grants to each L/C Participant, and, to induce the Issuing Bank to
issue Letters of Credit, each L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from the Issuing Bank, on the terms
and conditions set forth below, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Commitment Percentage in
the Issuing Bank's obligations and rights under and in respect of each Letter of
Credit and the amount of each draft paid by the Issuing Bank thereunder. Each
L/C Participant unconditionally and irrevocably agrees with the Issuing Bank
that, if a draft is paid under any Letter of Credit for which the Issuing Bank
is not reimbursed in full by the Company in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the
Issuing Bank's address for notices specified herein an amount equal to such

<PAGE>
                                                                              33


L/C Participant's Commitment Percentage of the amount of such draft, or any part
thereof, that is not so reimbursed.

      (b) If any amount required to be paid by any L/C Participant to the
Issuing Bank pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Bank under any Letter of Credit is
paid to the Issuing Bank within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Issuing Bank on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
Funds Effective Rate during the period from and including the date such payment
is required to the date on which such payment is immediately available to the
Issuing Bank, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any L/C Participant pursuant to subsection
3.4(a) is not made available to the Issuing Bank by such L/C Participant within
three Business Days after the date such payment is due, the Issuing Bank shall
be entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable
to Base Rate Loans hereunder. A certificate of the Issuing Bank submitted to any
L/C Participant with respect to any amounts owing under this Section shall be
conclusive in the absence of manifest error.

      (c) Whenever, at any time after the Issuing Bank has made payment under
any Letter of Credit and has received from any L/C Participant its pro rata
share of such payment in accordance with subsection 3.4(a), the Issuing Bank
receives any payment related to such Letter of Credit (whether directly from the
Company or otherwise), or any payment of interest on account thereof, the
Issuing Bank will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the event that any such payment received by the
Issuing Bank shall be required to be returned by the Issuing Bank, such L/C
Participant shall return to the Issuing Bank the portion thereof previously
distributed by the Issuing Bank to it.

      3.5. Reimbursement Obligation of the Company. If any draft is paid under
any Letter of Credit, the Company shall reimburse the Issuing Bank for the
amount of (a) the draft so paid and (b) any taxes, fees, charges or other
reasonable costs or expenses incurred by the Issuing Bank in connection with
such payment, not later than 12:00 Noon, New York City time, on the third
Business Day immediately following the day that the Company receives notice of
the date and amount of such draft. Each such payment shall be made to the
Issuing Bank at its address for notices referred to herein in Dollars and in
immediately available funds. Interest shall be payable on any such amounts from
the date on which the relevant draft is paid until payment in full (x) until the
third Business Day succeeding the date of the relevant notice, at the Base Rate
and (y) thereafter, at the rate set forth in subsection 2.13(d).

      3.6. Obligations Absolute. The Company's obligations under this Section 3
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Company
may have or have had against the Issuing Bank (except to the extent resulting
from the gross negligence or willful misconduct of such Issuing Bank), any
beneficiary of a Letter of Credit or any other Person. The Company also agrees
with the Issuing Bank that the Issuing Bank shall not be responsible for, and
the Company's Reimbursement Obligations under subsection 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even

<PAGE>
                                                                              34


though such documents shall in fact prove to be invalid, fraudulent or forged,
or any dispute between or among the Company and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
any claims whatsoever of the Company against any beneficiary of such Letter of
Credit or any such transferee. The Issuing Bank shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Issuing Bank. The Company agrees that
any action taken or omitted by the Issuing Bank under or in connection with any
Letter of Credit or the related drafts or documents, if done in the absence of
gross negligence or willful misconduct and in accordance with the standards of
care specified in the Uniform Customs and, to the extent not inconsistent
therewith, the Uniform Commercial Code of the State of New York, shall be
binding on the Company and shall not result in any liability of the Issuing Bank
to the Company.

      3.7. Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Bank shall promptly notify the
Company of the date and amount thereof. The responsibility of the Issuing Bank
to the Company in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment are substantially in conformity with such Letter of Credit.

      3.8. Applications. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

      3.9. Cash-Collateralization. (a) If at any time the Commitments terminate
while any Letters of Credit are outstanding, or if at any time the Company is
required by this Agreement to cash-collateralize any Letters of Credit, the
Company shall deposit in an interest-bearing cash collateral account opened by
the Administrative Agent (the "Cash Collateral Account") an amount equal to the
aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts
held in the Cash Collateral Account pursuant to this Agreement shall be applied
by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit and other related obligations arising under this Agreement with respect
to L/C Obligations. Upon the expiration, cancellation or other termination of
any Letter of Credit, the Administrative Agent shall remit to the Company an
amount equal to the difference between (i) the amount on deposit in the Cash
Collateral Account at such time, and (ii) an amount equal to the L/C Obligations
then outstanding. Following the expiration, cancellation or other termination of
the final outstanding Letter of Credit, the funds remaining in the Cash
Collateral Account, if any, shall be returned to the Company (or such other
Person as may be lawfully entitled thereto).

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

      To induce the Banks to enter into this Agreement and to make the Loans and
issue or participate in the Letters of Credit hereunder, the Company hereby
represents and warrants to the Administrative Agent and each Bank that:

<PAGE>
                                                                              35


      4.1. Financial Condition. The consolidated balance sheet of the Company
and its consolidated Subsidiaries as of September 30, 2001, and the related
consolidated statements of income and of cash flows for the fiscal years ended
on such dates, reported on by PricewaterhouseCoopers LLP, copies of which have
heretofore been furnished to each Bank, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as at such
dates, and the consolidated results of their operations and their consolidated
cash flows for the fiscal year then ended. All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or Responsible Officer, as the case may
be, and as disclosed therein).

      4.2. No Change. Since September 30, 2001 and until the date of this
Agreement, except to the extent publicly disclosed on or prior to September 30,
2002 through filings made by the Company with the SEC or press releases issued
by the Company or its former parent company, TYCO International Ltd., there has
been no development or event which has had or could reasonably be expected to
have a Material Adverse Effect.

      4.3. Corporate Existence; Compliance with Law; Significant Subsidiaries.
Each of the Company and its Significant Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization and (b) has the power and authority to conduct the business in
which it is currently engaged. As of September 30, 2001 (based on the full 2001
fiscal year), each Significant Subsidiary is listed on Schedule II hereto.

      4.4. Corporate Power; Authorization; Enforceable Obligations. The Company
has the corporate power and authority to make, deliver and perform this
Agreement and to borrow hereunder and has taken all necessary corporate action
to authorize the borrowings on the terms and conditions of this Agreement and to
authorize the execution, delivery and performance of this Agreement. No consent
or authorization of, filing with or other act by or in respect of, any
Governmental Authority or any other Person is required on the part of the
Company in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement. This
Agreement has been duly executed and delivered on behalf of the Company. This
Agreement constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

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

      4.6. No Material Litigation. (a) No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Company, threatened by or against the Company or any of
its Significant Subsidiaries or against

<PAGE>
                                                                              36


any of its or their respective properties or revenues, in any case that involves
this Agreement, the execution, delivery and performance of this Agreement or the
Borrowings hereunder.

      (b) No litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of the Company,
threatened by or against the Company or any of its Significant Subsidiaries or
against any of its or their respective properties or revenues which could
reasonably be expected to result in a violation of subsection 7.3.

      4.7. No Default. (a) Neither the Company nor any of its Significant
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to result in a
violation of subsection 7.3.

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

      4.8. Aggregation of the Representations and Warranties Relating to Net
Worth. The total effect of each event or circumstance referred to in subsections
4.6(b) and 4.7(a) is not, when taken together in the aggregate, reasonably
expected to result in a violation of subsection 7.3.

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

      4.10. ERISA. Each Plan complies in all material respects with all
applicable provisions of ERISA and the Code, no Reportable Event has occurred
with respect to any Plan, neither the Company nor any other members of any
Commonly Controlled Entity has withdrawn from any Plan or initiated steps to do
so, and no steps have been taken to terminate any Plan, except in any case to
the extent that such failures could not, in the aggregate, reasonably be
expected to result in a violation of subsection 7.3.

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

      4.12. Purpose of Loans. The proceeds of the Loans shall be used by the
Company for general corporate purposes and to repay outstanding Indebtedness.

<PAGE>
                                                                              37


                         SECTION 5. CONDITIONS PRECEDENT

      5.1. Conditions to Initial Loans. The agreement of each Bank to make the
initial Loan requested to be made by it (and of the Issuing Bank to issue the
initial Letter of Credit, if earlier) is subject to the satisfaction of the
following conditions precedent:

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

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

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

      (d) Legal Opinions. The Administrative Agent shall have received, with a
counterpart for each Bank, (i) the executed legal opinion of the general counsel
of the Company, substantially in the form of Exhibit B-1, and (ii) the executed
legal opinion of Simpson Thacher & Bartlett, counsel to the Administrative
Agent, substantially in the form of Exhibit B-2.

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

      (f) Existing 364-Day Agreement. The Existing 364-Day Agreement shall have
been terminated and all amounts, if any, owing by the Company thereunder shall
have been paid in full.

      (g) Amendment of Continuing Facilities Agreement. The Continuing
Facilities Agreements shall have been amended to provide for an increase in the
pricing terms thereunder to reflect the pricing terms hereunder, if higher;
provided, that such increase shall remain effective until the date when all
amounts owing hereunder and thereunder shall have been repaid in full and no
extensions of credit (other than the issuance of any Letter of Credit) shall
have been made hereunder or thereunder for a period of 30 days or longer.

      (h) Company Minimum Net Worth. Net Worth shall be equal to at least
$3,750,000,000.

<PAGE>
                                                                              38


      (i) Debt Ratings. (x) The Company's LT Rating shall be A2 or better by
Moody's and A or better by S&P and (y) the Company's ST Rating shall be P-1 or
better by Moody's and A-1 or better by S&P.

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

      5.2. Conditions to Each Loan. The agreement of each Bank to make any Loan,
and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit,
requested to it on any date (including, without limitation, its initial Loan and
the initial Letter of Credit) is subject to the satisfaction of the following
conditions precedent:

      (a) Representations and Warranties. Each of the representations and
warranties made by the Company in Section 4 of this Agreement shall be true and
correct in all material respects on and as of such date as if made on and as of
such date except (i) to the extent such representations and warranties expressly
relate to an earlier date, (ii) for changes in the Schedules hereto reflecting
transactions permitted by this Agreement and (iii) subsequent to the Closing
Date, for the representations and warranties contained in subsection 4.2.

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

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

Each Borrowing by, and issuance of a Letter of Credit on behalf of, the Company
hereunder shall constitute a representation and warranty by the Company as of
the date of such Loan that the conditions contained in this subsection 5.2 have
been satisfied. It is understood and agreed that conversions and continuations
of Revolving Credit Loans pursuant to subsection 2.10 shall not be subject to
the conditions set forth in this subsection 5.2.

                        SECTION 6. AFFIRMATIVE COVENANTS

      The Company hereby agrees that, so long as any Commitment shall remain in
effect, any Letter of Credit remains outstanding (other than any Letter of
Credit that has been cash-collateralized pursuant to subsection 3.9), any
principal of or interest on any Loan or any other amount shall be unpaid
hereunder, the Company shall:

<PAGE>
                                                                              39


      6.1. Financial Statements. Furnish to:

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

      (b) each Bank, promptly after becoming available and in any event within
120 days after the end of each fiscal year of the Company, a consolidated
balance sheet of the Company and its consolidated Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on in a manner acceptable to
the SEC by PricewaterhouseCoopers LLP or other independent public accountants of
nationally recognized standing (provided that no such financial statements of
the Company need be so delivered if the Company shall have delivered to such
Bank its annual report for the relevant year containing such financial
statements pursuant to subsection 6.1(a));

      (c) each Bank, promptly after becoming available and in any event within
60 days after the end of each of the first three quarters of each fiscal year of
the Company, (i) a consolidated balance sheet of the Company and its
consolidated Subsidiaries as of the end of such quarter and (ii) the related
consolidated statements of income and cash flows for such quarter and for the
portion of the Company's fiscal year ended at the end of such quarter, setting
forth in comparative form (i) in the case of clause (i) above, the figures for
the previous fiscal year end, and (ii) in the case of clause (ii) above, the
figures for the corresponding quarter and the corresponding portion of the
Company's previous fiscal year, all certified (subject to the absence of
footnotes and normal year-end adjustments) as to fairness of presentation,
generally accepted accounting principles and consistency by the chief financial
officer or the chief accounting officer of the Company (the "Certificate")
(provided that no such financial statements of the Company or the Certificate
need be so delivered if the Company shall have delivered to such Bank its
quarterly report for the relevant quarter containing such financial statements
pursuant to subsection 6.1(a);

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

<PAGE>
                                                                              40


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

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

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

      6.2. Payment of Obligations. Pay, discharge or otherwise satisfy, and
cause each of its Significant Subsidiaries to pay, discharge or otherwise
satisfy, at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Company or its Significant Subsidiaries, as the case may be, or
except to the extent that the failure to pay, discharge or otherwise satisfy the
same could not, in the aggregate, reasonably be expected to result in a
violation of subsection 7.3.

      6.3. Conduct of Business and Maintenance of Existence. Preserve, renew and
keep in full force and effect, and cause each of its Significant Subsidiaries to
preserve, renew and keep in full force and effect, its corporate existence and
take, and cause each of its Significant Subsidiaries to take, all reasonable
action to maintain all rights, privileges and franchises material to the normal
conduct of its significant businesses, provided, however, that notwithstanding
this subsection 6.3, the Company or any Significant Subsidiary may (a)
discontinue any of its businesses that are no longer deemed advantageous to it
(such determination to be in the sole and absolute discretion of the Company or
such Significant Subsidiary) and (b) sell or dispose of any assets, subsidiaries
or the capital stock thereof, or consolidate with, accept a merger of, or permit
the merger of such Person into any other Person in a transaction permitted
pursuant to subsection 7.2; and comply, and cause each of its Significant
Subsidiaries to comply, in all material respects with all Requirements of Law
(including, but not limited to, ERISA), except to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to result
in a violation of subsection 7.3.

      6.4. Notices. Promptly give notice (or in the case of subsection 6.4(d), a
copy) to the Administrative Agent of:

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

      (b) any litigation, investigation or proceeding affecting the Company or
any of its Significant Subsidiaries which could reasonably be expected to result
in a violation of subsection 7.3;

      (d) the following events, as soon as possible and in any event within 30
days after the Company knows or has reason to know thereof: (i) the occurrence
or expected

<PAGE>
                                                                              41


occurrence of any Reportable Event with respect to any Plan, or any withdrawal
from, or the termination, Reorganization or Insolvency of any Multiemployer Plan
or (ii) the institution of proceedings or the taking of any other action by the
PBGC or the Company or any Commonly Controlled Entity or any Multiemployer Plan
with respect to the withdrawal from, or the termination, Reorganization or
Insolvency of, any Plan, in any event which could reasonably be expected to
result in a Material Adverse Effect; and

      (d) as soon as possible and in any event within 30 days after receipt by
the Company, a copy of (i) any notice or claim to the effect that the Company or
any Subsidiary is or may be liable to any Person as a result of the release by
the Company, any of its Subsidiaries, or any other Person of any toxic or
hazardous waste or substance into the environment, and (ii) any notice alleging
any violation of any federal, state or local environmental, health or safety law
or regulation by the Company or any Subsidiary, which could reasonably be
expected to result in a claim, liability or loss that will, in the case of
clauses (i) or (ii), when aggregated with the effect of any failure by the
Company to (x) maintain and preserve all property material to the conduct of its
business, (y) keep such property in good repair, working order and condition and
(z) from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto, result in a
violation of subsection 7.3.

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

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

      6.6. Maintenance of Property. At all times maintain and preserve, and
cause each of its Significant Subsidiaries to maintain and preserve, all
property material to the conduct of its business and keep such property in good
repair, working order and condition and from time to time make, or cause to be
made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto except where the failure to do so would not result in a
violation of subsection 7.3; provided, however, that nothing in this subsection
6.6 shall prevent the Company or any Subsidiary from (a) discontinuing the
operation and maintenance of any of its properties no longer deemed useful in
the conduct of its business or (b) selling or disposing of any assets,
subsidiaries or the capital stock thereof in a transaction permitted pursuant to
subsection 7.2.

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

<PAGE>
                                                                              42


proceedings and the Company shall have set aside on its books appropriate
reserves with respect thereto.

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

                          SECTION 7. NEGATIVE COVENANTS

      The Company hereby agrees that, so long as any Commitment remains in
effect, any Letter of Credit remains outstanding (other than any Letter of
Credit that has been cash-collateralized pursuant to subsection 3.9), or any
principal of or interest on any Loan or any other amount shall be unpaid
hereunder, the Company shall not:

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

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

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

<PAGE>
                                                                              43


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

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

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

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

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

            (viii) the Company from creating, incurring or suffering to exist
      (A) other consensual Liens in the ordinary course of business of the
      Company that secure indebtedness that, in accordance with generally
      accepted accounting principles, would not be included in total liabilities
      as shown on the Company's consolidated balance sheet, or (B) Liens created
      by the Company in connection with any transaction intended by the

<PAGE>
                                                                              44


      Company to be a sale of property or assets of the Company, provided that
      such Liens are upon any or all of the property or assets intended to be
      sold, the income from such property or assets and/or the proceeds of such
      property or assets;

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

            (x) any extension, renewal or replacement (or successive extensions,
      renewals or replacements), in whole or in part, of any of the foregoing;
      provided, however, that any such extension, renewal or replacement shall
      be limited to all or a part of the property or assets (or substitutions
      therefor) which secured the Lien so extended, renewed or replaced (plus
      improvements on such property); and

            (xi) the Company from creating, incurring or suffering to exist any
      other Lien not otherwise permitted by any of the foregoing clauses (i)
      through (ix) above if the aggregate amount of all secured debt of the
      Company secured by such Liens would not exceed 10% of the excess of the
      Company's consolidated assets over the consolidated liabilities as shown
      on the Company's most recent audited consolidated financial statements in
      accordance with generally accepted accounting principles.

      (b) For the purposes of this subsection 7.1, any contract by which title
is retained as security (whether by lease, purchase, title retention agreement
or otherwise) for the payment of a purchase price shall be deemed to be a
purchase money Lien. Nothing in this subsection 7.1 shall apply to any Lien of
any kind upon any of the properties of any character of the Company existing on
the date of execution and delivery of this Agreement.

      (c) Subject to subsection 7.3, nothing contained in this subsection 7.1 or
elsewhere in this Agreement shall prevent or be deemed to prohibit the creation,
assumption or guaranty by the Company of any indebtedness not secured by a Lien
or the issuance by the Company of any debentures, notes or other evidences of
indebtedness not secured by a Lien, whether in the ordinary course of business
or otherwise.

      7.2. Consolidations, Mergers and Sales of Assets. Consolidate with any
other corporation or accept a merger of any other corporation into the Company
or permit the Company to be merged into any other corporation, or sell its
properties and assets as, or substantially as, an entirety; provided, however,
that subject to the provisions of subsection 7.1, nothing contained in this
Agreement shall be deemed to prevent (i) the merger into the Company of another
corporation, (ii) the consolidation of the Company and another corporation,
(iii) the merger of the Company into another corporation or (iv) the sale of the
property or assets of the Company to another corporation, so long as (a) no
Default or Event or Default shall have occurred and be continuing and (b) with
respect to clauses (ii), (iii) and (iv) above, the surviving corporation of the
merger or the purchaser of the Company's assets, as the case may be, shall
expressly assume the obligations of the Company under this Agreement and
expressly agree to be bound by all other provisions applicable to the Company
under this Agreement.

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

<PAGE>
                                                                              45


                          SECTION 8. EVENTS OF DEFAULT

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

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

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

      (c) The Company shall default in the observance or performance of any
agreement contained in Section 7; or

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

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

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

<PAGE>
                                                                              46


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

      (g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan, (iii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is likely to result in the termination
of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA, (v) the Company or any
Commonly Controlled Entity shall incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist, with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could reasonably be
expected to result in a violation of subsection 7.3; or

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

      (i) If at any time the Company and its Significant Subsidiaries shall
become liable for remediation and/or environmental compliance expenses and/or
fines, penalties or other charges which, in the aggregate, could reasonably be
expected to result in a violation of subsection 7.3;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) shall immediately become due and payable, and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Banks, the
Administrative Agent may, or upon the request of the Required Banks the
Administrative Agent shall, by notice to the Company declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Required Banks, the Administrative Agent may,
or upon the request of the

<PAGE>
                                                                              47


Required Banks the Administrative Agent shall, by notice of default to the
Company, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
The Company shall deposit in the Cash Collateral Account an amount equal to the
aggregate then undrawn and unexpired amount of Letters of Credit with respect to
which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph (to the extent such Letters of Credit
have not been cash-collateralized pursuant to subsection 3.9). Except as
expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.

                              SECTION 9. THE AGENTS

      9.1. Appointment. Each Bank hereby designates and appoints JPMorgan Chase
Bank as the Administrative Agent of such Bank under this Agreement, and each
such Bank authorizes JPMorgan Chase Bank as the Administrative Agent to take
such action on its behalf under the provisions of this Agreement and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent. The Arranger and
the Syndication Agents, in their respective capacities as such, shall not have
any duties or responsibilities hereunder nor any fiduciary relationship with any
Bank, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or otherwise exist against the
Arranger or the Syndication Agents in their respective capacities as such.

      9.2. Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

      9.3. Exculpatory Provisions. Neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person's own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Banks for any recitals, statements, representations or
warranties made by the Company or any officer thereof contained in this
Agreement or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or for any failure
of

<PAGE>
                                                                              48


the Company to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Bank to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement, or to inspect the properties,
books or records of the Company.

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

      9.5. Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Bank or the
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
notice thereof to the Banks. The Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required Banks; provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Banks.

      9.6. Non-Reliance on Administrative Agent and Other Banks. Each Bank
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Company,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Bank. Each Bank represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
Agent or any other Bank, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Company and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Bank also represents that it will,
independently and without

<PAGE>
                                                                              49


reliance upon the Administrative Agent or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices,
reports and other documents expressly required to be furnished to the Banks by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Bank with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Company which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

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

      9.8. Administrative Agent in Its Individual Capacity. The Administrative
Agent and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Company as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to its Loans
made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, the Administrative Agent shall have the same rights and
powers under this Agreement as any Bank and may exercise the same as though it
were not the Administrative Agent, and the terms "Bank" and "Banks" shall
include the Administrative Agent in its individual capacity.

      9.9. Successor Administrative Agent. The Administrative Agent may resign
as Administrative Agent upon thirty days' notice to the Banks, and may be
removed at any time with or without cause by the Required Banks. Upon any
resignation or removal of the Administrative Agent, the Required Banks shall
appoint from among the Banks a successor Administrative Agent for the Banks,
which successor Administrative Agent shall be approved by the Company. If no
successor Administrative Agent shall have been so approved by the Company and
shall have accepted such appointment within thirty days after the resignation of

<PAGE>
                                                                              50


the Administrative Agent, then in place or the Required Banks' removal of the
retiring Administrative Agent, such retiring Administrative Agent may, on behalf
of the Banks, appoint a successor Administrative Agent (which shall be a
commercial bank or trust company organized or licensed under the laws of the
United States or any state thereof) which appointment shall be subject to the
approval of the Company such approval not to be unreasonably withheld. Upon the
acceptance of any appointment as Administrative Agent hereunder, such successor
Administrative Agent shall succeed to the rights, powers and duties of the
Administrative Agent and the term "Administrative Agent" shall mean such
successor agent effective upon its appointment, and the former Administrative
Agent's rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the obligations owing hereunder. After any retiring Administrative Agent's
resignation or removal as Administrative Agent, the provisions of this
subsection shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

                            SECTION 10. MISCELLANEOUS

      10.1. Amendments and Waivers. Neither this Agreement, nor any terms hereof
or thereof may be amended, supplemented or modified except in accordance with
the provisions of this subsection. With the written consent of the Required
Banks, the Administrative Agent and the Company may, from time to time, enter
into written amendments, supplements or modifications hereto for the purpose of
adding any provisions to this Agreement or adding any financial institution
(other than as provided for herein) as a Bank hereunder (thereby increasing the
Aggregate Commitment) or changing in any manner the rights of the Banks or of
the Company hereunder or thereunder or waiving, on such terms and conditions as
the Administrative Agent may specify in such instrument, any of the requirements
of this Agreement or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (a) reduce the amount or extend the maturity of any Loan or
any installment thereof, or reduce the rate of interest (other than default
interest rates) thereon or extend the time of payment of interest or fees
thereon, or reduce any fee payable to any Bank hereunder, or change the amount
of any Bank's Commitment, in each case without the written consent of the Bank
affected thereby, or (b) amend, modify or waive any provision of subsection 2.7,
subsection 2.1(c) or this subsection, amend the definition of Required Banks or
consent to the assignment or transfer by the Company of any of its rights and
obligations under this Agreement (other than as set forth in subsection 7.2), in
each case without the written consent of all the Banks, (c) amend, modify or
waive any provision of Section 9 or any reference to the Administrative Agent or
the Syndication Agents in any other provision of this Agreement which alters the
duties or obligations of the Administrative Agent or the Syndication Agents
without the written consent of the then Administrative Agent or the Syndication
Agents, as the case may be or (d) amend, modify or waive any provision of
Section 3 without the written consent of the Issuing Bank. Nothing in this
subsection 10.1 shall prevent or prohibit the Administrative Agent, the Company
or any Bank from taking any action in accordance with subsection 2.1(c), 2.7,
2.21, 2.23 or 2.24 notwithstanding anything contained in this subsection 10.1 to
the contrary, including, without limitation (i) preventing the Administrative
Agent from increasing the Aggregate Commitment, (ii) preventing any Bank

<PAGE>
                                                                              51


from increasing its Commitment or prohibiting the execution and delivery of any
Commitment Increase Supplement, (iii) preventing an Other Bank from becoming an
Additional Bank or prohibiting the execution and delivery of an Additional Bank
Agreement, (iv) preventing a Non-Extending Bank from transferring its rights and
obligations hereunder to a Continuing Bank, (v) preventing a Notifying Bank from
transferring its rights and obligations to a Replacement Bank, or (vi) the
modification, amendment or supplement of this Agreement (including, without
limitation, Schedule I), in each case solely in accordance with, or upon a
transfer by a Bank of its rights and obligations hereunder pursuant to, the
applicable provisions of subsection 2.1(c), 2.7, 2.21, 2.23 or 2.24. Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Banks and shall be binding upon the Company, the Banks, the Agents
and all future holders of the obligations owing hereunder. In the case of any
waiver, the Company, the Banks and the Agents shall be restored to their former
position and rights hereunder, and any Default or Event of Default waived shall
be deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

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

      The Administrative Agent:

                    JPMorgan Chase Bank Agency Services Group
                    1 Chase Manhattan Plaza - 8th Floor
                    New York, New York 10081
                    Attention: Eleanor Fiore
                    Telecopy: (212) 552-7490

      The Company:

                    CIT Group Inc.
                    1 CIT Drive
                    Livingston, New Jersey  07039
                    Attention: Executive Vice President and Treasurer
                    Telecopy: (973) 535-3761

<PAGE>
                                                                              52


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

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

      10.5. Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with the preparation and execution of, and
any amendment, supplement or modification to, this Agreement and any other
documents prepared in connection herewith (including, without limitation, any
Commitment Increase Supplement or Additional Bank Agreement pursuant to
subsection 2.1), including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse
each Bank and the Agents for all its reasonable costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement and any such other documents prepared in connection herewith,
including, without limitation, reasonable fees and disbursements (including the
allocated costs and expenses of in-house counsel) of counsel to the
Administrative Agent and to the several Banks, (c) to pay, indemnify, and hold
each Bank and the Administrative Agent harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement and any such other documents prepared in connection herewith, and
(d) to pay, indemnify, and hold each Bank and the Administrative Agent, and each
of their respective Affiliates, officers, directors and employees, harmless from
and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (including reasonable legal fees and expenses), with
respect to the execution, delivery, enforcement, performance and administration
of this Agreement, any Loan (including the use of proceeds thereof) and any such
other documents prepared in connection herewith (all the foregoing,
collectively, the "indemnified liabilities"), provided, that the Company shall
have no obligation hereunder to any Administrative Agent or any Bank with
respect to indemnified liabilities arising from (i) the gross negligence or
willful misconduct of such Administrative Agent or such Bank, (ii) legal
proceedings commenced against any Administrative Agent or any Bank by any
security holder or creditor thereof arising out of and based upon rights
afforded any such security holder or creditor solely in its capacity as such, or
(iii) legal proceedings commenced against any Agent or any Bank by any other
Bank or by any Transferee. The agreements in this subsection shall survive
repayment of the Loans and all other amounts payable hereunder.

<PAGE>
                                                                              53


      10.6. Successors and Assigns; Participations; Purchasing Banks. (a) This
Agreement shall be binding upon and inure to the benefit of the Company, the
Administrative Agent, the Banks, all future holders of the obligations owing
hereunder and their respective successors and assigns (including any affiliate
of the Issuing Bank that issues any Letter of Credit), except that the Company
may not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Bank (except as provided in subsection
7.2).

      (b) Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Bank, any Commitment of such Bank or any other interest of such
Bank hereunder. In the event of any such sale by a Bank of participating
interests to the Participant, such Bank's obligations under this Agreement to
the other parties to this Agreement shall remain unchanged, such Bank shall
remain solely responsible for the performance thereof, such Bank shall remain
the holder of any obligation owing to it hereunder for all purposes under this
Agreement, and the Company and the Administrative Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement; provided, that such Bank shall retain the sole
right to approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Credit Agreement other than, as
may be agreed to by such Bank and Participant, any amendment, modification or
waiver with respect to any Loan or Commitment in which such Participant has an
interest which forgives principal, interest or fees or reduces the interest rate
or fees payable with respect to any such Loan or Commitment or postpones any
date fixed for any regularly-scheduled payment of principal of, or interest or
fees on, any such Loan or Commitment. The Company agrees that if amounts
outstanding under this Agreement are due or unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Bank under this Agreement. The Company also agrees that each Participant shall
be entitled to the benefits of subsections 2.18, 2.19, 2.20 and 10.5 with
respect to its participation in the Commitment and the Loans outstanding from
time to time; provided, that no Participant shall be entitled to receive any
greater amount pursuant to such subsections than the transferor Bank would have
been entitled to receive in respect of the amount of the participation
transferred by the transferor Bank to such Participant had no such transfer
occurred.

      (c) Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to any Bank or
any Affiliate thereof and, with the consent of the Company and the
Administrative Agent (which shall not be unreasonably withheld), to one or more
additional banks or financial institutions ("Purchasing Banks") all or any part
of its rights and obligations under this Agreement pursuant to a Commitment
Transfer Supplement, substantially in the form of Exhibit C (a "Commitment
Transfer Supplement"), executed by such Purchasing Bank and such transferor Bank
(and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate
thereof, by the Company and the Administrative Agent) and delivered to the
Administrative Agent for its acceptance and recording in the Register. The
Company shall have no obligation to consent to a sale by a Bank to any Person
that is not a bank or an Affiliate of a bank. Each such assignment shall be in a
minimum amount

<PAGE>
                                                                              54


of $10,000,000 (other than in the case of an assignment of all of a Bank's
interests under this Agreement) and the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance, a
Commitment Transfer Supplement, and the Transferor Bank or the Purchasing Bank,
as agreed between them, shall deliver to the Administrative Agent a processing
and recordation fee of $2,000. After giving effect to any such assignment (other
than an assignment of all of a Bank's interests under this Agreement), the
assigning Bank (together with any Bank which is an Affiliate of such assigning
Bank) shall retain Revolving Credit Loans and/or Commitments aggregating not
less than $15,000,000. Upon such execution, delivery, acceptance and recording,
from and after the Transfer Effective Date determined pursuant to such
Commitment Transfer Supplement (the "Transfer Effective Date"), (x) the
Purchasing Bank thereunder shall be a party hereto and, to the extent provided
in such Commitment Transfer Supplement, have the rights and obligations of a
Bank hereunder with a Commitment as set forth therein, and (y) the transferor
Bank thereunder shall, to the extent provided in such Commitment Transfer
Supplement, be released from its obligations under this Agreement (and, in the
case of a Commitment Transfer Supplement covering all or the remaining portion
of a transferor Bank's rights and obligations under this Agreement, such
transferor Bank shall cease to be a party hereto). Such Commitment Transfer
Supplement shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Bank and the
resulting adjustment of Commitment Percentages arising from the purchase by such
Purchasing Bank of all or a portion of the rights and obligations of such
transferor Bank under this Agreement. Notwithstanding any provision of this
subsection 10.6, the consent of the Company shall not be required for any
assignment which occurs at any time when any of the events described in Section
8(f) shall have occurred and be continuing.

      (d) The Administrative Agent shall maintain at its address referred to in
subsection 10.2 a copy of each Commitment Transfer Supplement delivered to it
and a register (the "Register") for the recordation of the names and addresses
of the Banks and the Commitment of, and principal amount of the Loans and L/C
Obligations owing to, each Bank from time to time. The entries in the Register
shall constitute prima facie evidence of the items contained therein, and the
Company, the Administrative Agent, the Issuing Bank and the Banks shall treat
each Person whose name is recorded in the Register as the owner of the Loan
recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by the Company, the Issuing Bank or any Bank at any
reasonable time and from time to time upon reasonable prior notice.

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

      (f) If, pursuant to this subsection, any interest in this Agreement is
transferred to any Participant or Assignee (each, a "Transferee") which is
organized under the laws of any jurisdiction other than the United States or any
state thereof, the transferor Bank shall cause such Transferee, concurrently
with the effectiveness of such transfer, (i) to represent to the transferor

<PAGE>
                                                                              55


Bank (for the benefit of the transferor Bank and the Company) that under
applicable law and treaties no taxes will be required to be withheld by the
Company or the transferor Bank with respect to any payments to be made to such
Transferee in respect of the Loans (except to the extent that such Transferee's
assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Company with respect to Taxes pursuant to subsection 2.19(a))
and (ii) to furnish to the transferor Bank (and, in the case of any Assignee, to
the Company) the forms and certificates required to be delivered pursuant to
subsection 2.19(b).

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

      10.7. Dissemination of Information; Confidentiality. (a) The Company
authorizes each Bank to disclose to any Participant or Purchasing Bank or any
other Person acquiring an interest in this Agreement by operation of law, or
(with the consent of the Company; provided that such consent shall not be
unreasonably withheld and shall not be required for any disclosure which occurs
at any time when any of the events described in Section 8(f) shall have occurred
and be continuing) any contractual counterparty to any swap, hedge,
securitization or other derivative transaction entered into by such Bank in
connection with this Agreement (each a "Transferee") and any prospective
Transferee any and all information in such Bank's possession concerning the
creditworthiness of the Company and its Subsidiaries, provided that such
Transferee or prospective Transferee agrees to be bound by this subsection 10.7
with respect to such information as though such Transferee or prospective
Transferee were a Bank hereunder.

      (b) Each Bank and each Transferee that receives information which is not
publicly available and which has been identified by the Company as confidential
("Proprietary Information") will be bound to treat such Proprietary Information
in a confidential manner and to use such Proprietary Information only for the
purpose of evaluating and monitoring the creditworthiness of the Company and its
Subsidiaries in connection with such Bank's or such Transferee's extensions of
credit pursuant to this Agreement or such Bank's or Transferee's other
agreements with the Company, or as otherwise may be required by law, regulation
or court order; provided, that if any Bank or Transferee shall be required to
disclose any Proprietary Information by a court order (i) such Bank or
Transferee shall, unless prohibited by applicable law, applicable regulation or
the terms of the applicable court order, communicate such fact to the
Administrative Agent and the Administrative Agent shall communicate such fact to
the Company and (ii) such Bank or Transferee shall disclose only such
Proprietary Information which it is requested to disclose or advised by counsel
to disclose; provided, further, that any Bank or Transferee may disclose such
information which it is requested to disclose or is advised by counsel to
disclose to an auditor or examiner if it has advised such auditor or examiner
that such information is confidential; provided, further, that any Bank or
Transferee may disclose Proprietary Information (A) to Affiliates of such Bank
or Transferee provided that such Affiliates agree to keep the Proprietary
Information confidential as set forth herein, (B) with the written consent of
the Company, (C) in connection with any litigation involving the Company and
such Bank or Transferee, (D) to legal counsel to such Bank or Transferee if it
advises such legal counsel that such information is confidential, (E) if such
Proprietary Information was in the possession of such Bank or Transferee on a
non-confidential basis prior to the Company furnishing it to such Bank or
Transferee as shown by clear and convincing evidence, or (F) if

<PAGE>
                                                                              56


such Proprietary Information is received by such Bank or Transferee, without
restriction as to its disclosure or use, from a Person who, to such Bank's or
Transferee's knowledge or reasonable belief, was not prohibited from disclosing
it by any duty of confidentiality.

      10.8. Adjustments. (a)If any Bank (a "benefitted Bank") shall at any time
receive any payment of all or part of its Loans, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section
8(f), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Bank, if any, in respect of such other Bank's
Loans, or interest thereon, such benefitted Bank shall purchase for cash from
the other Banks such portion of each such other Bank's Loan, or shall provide
such other Banks with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Bank to share the excess
payment or benefits of such collateral or proceeds ratably with each of the
Banks; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Bank, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest. Notwithstanding anything contained in this
Agreement to the contrary, this subsection 10.8 shall only be applicable to (i)
payments received by a Bank in respect of the obligations of the Company under
this Agreement and (ii) collateral received from the Company, if any, to secure
obligations of the Company under this Agreement.

      (b) In addition to any rights and remedies of the Banks provided by law,
upon (i) the occurrence and during the continuance of an Event of Default, and
(ii) the declaration by the Administrative Agent that the Loans are immediately
due and payable pursuant to the last paragraph of Section 8, or the occurrence
and continuance of an Event of Default specified in clause (i) or (ii) of
paragraph (f) of Section 8, each Bank shall have the right, without prior notice
to the Company, any such notice being expressly waived by the Company to the
extent permitted by applicable law (but without waiving any notices specified in
Section 8), upon any amount becoming due and payable by the Company hereunder
(whether at the stated maturity, by acceleration or otherwise) to set-off and
appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether matured
or unmatured, at any time held or owing by such Bank or any branch or agency
thereof to or for the credit or the account of the Company. Each Bank agrees
promptly to notify the Company and the Administrative Agent after any such
set-off and application made by such Bank, provided that the failure to give
such notice shall not affect the validity of such set-off and application.

      10.9. Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent.

      10.10. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any

<PAGE>
                                                                              57


such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

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

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

      10.13. Submission To Jurisdiction; Waivers. The Company hereby irrevocably
and unconditionally:

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

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

      (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Company at its
address set forth in subsection 10.2 or at such other address of which the Bank
shall have been notified pursuant thereto; and

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

      10.14. WAIVERS OF JURY TRIAL. THE COMPANY, THE AGENTS AND THE BANKS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       CIT GROUP INC.

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

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       JPMORGAN CHASE BANK, as
                                       Administrative Agent and as a Bank

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

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       J.P. MORGAN SECURITIES INC., as
                                       Arranger

                                       By: /s/ R. Craig Tracy
                                           -----------------------------
                                           Name:  R. Craig Tracy
                                           Title: Managing Director

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       BARCLAYS BANK PLC, as Syndication
                                       Agent and as a Bank

                                       By: /s/ Alison McGuigan
                                           -----------------------------
                                           Name:  Alison McGuigan
                                           Title: Associate Director

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

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

                                       By: /s/ Joan L. D'Amico
                                           -----------------------------
                                           Name:  Joan L. D'Amico
                                           Title: Managing Director

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

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

                                       By: /s/ Thomas Fontana
                                           -----------------------------
                                           Name:  Thomas Fontana
                                           Title: Director/SCO 2
                                                  N.A.C.C.

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank:

                                       CREDIT SUISSE FIRST BOSTON, Cayman
                                         Islands Branch

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

                                       By: /s/ Cassandra Droogan
                                           -----------------------------
                                           Name:  Cassandra Droogan
                                           Title: Associate

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: ABN AMRO BANK N.V.

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

                                       By: /s/ Nancy W. Lanzoni
                                           -----------------------------
                                           Name:  Nancy W. Lanzoni
                                           Title: Group Vice President

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       BANK ONE, NA

                                       By: /s/ Nelson Albrecht
                                           -----------------------------
                                           Name:  Nelson Albrecht
                                           Title: Director

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       BNP Paribas

                                       By: /s/ Marguerite L. Lebon
                                           -----------------------------
                                           Name:  Marguerite L. Lebon
                                           Title: Vice President

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

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: DEUTSCHE BANK AG,
                                                       New York Branch

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

                                       By: /s/ Kathleen Bowers
                                           -----------------------------
                                           Name:  Kathleen Bowers
                                           Title: Director

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: SOCIETE GENERALE

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

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: UBS AG, Stamford Branch

                                       By: /s/ Wilfred V. Saint
                                           -----------------------------
                                           Name:  Wilfred V. Saint
                                           Title: Associate Director
                                                  Banking Products Services, US

                                       By: /s/ Luke Goldsworthy
                                           -----------------------------
                                           Name:  Luke Goldsworthy
                                           Title: Associate Director
                                                  Banking Products Services, US

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: WACHOVIA BANK, N.A.

                                       By: /s/ Thomas L. Stitchberry
                                           -----------------------------
                                           Name:  Thomas L. Stitchberry
                                           Title: Managing Director

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: LEHMAN BROTHERS BANK, FSB

                                       By: /s/ Gary T. Taylor
                                           -----------------------------
                                           Name:  Gary T. Taylor
                                           Title: Vice President

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: NATIONAL AUSTRALIA BANK
                                                     LIMITED ACN 004044937

                                       By: /s/ Jeff D. White
                                           -----------------------------
                                           Name:  Jeff D. White
                                           Title: Senior Vice President

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: THE BANK OF NOVA SCOTIA

                                       By: /s/ John W. Campbell
                                           -----------------------------
                                           Name:  John W. Campbell
                                           Title: Managing Director

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: BANK OF MONTREAL

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

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       MIZUHO CORPORATE BANK, Ltd.

                                       By: /s/ Martin T. McNeill Jr.
                                           -----------------------------
                                           Name: Martin T. McNeill Jr.
                                           Title: Vice President

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       ROYAL BANK OF CANADA

                                       By: /s/ Scott Umbs
                                           -----------------------------
                                           Name:  Scott Umbs
                                           Title: Manager

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: CIBC INC.

                                       By: /s/ Dominic J. Sorresso
                                           -----------------------------
                                           Name:  Dominic J. Sorresso
                                           Title: Executive Director
                                                  CIBC World Markets Corp., as
                                                  Agent

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       NORDDEUTSCHE LANDESBANK GIROZENTRALE
                                         New York and/or Cayman Islands Branch

                                       By: /s/ Jan de Jonge
                                           -----------------------------
                                           Name:  Jan de Jonge
                                           Title: Vice President

                                       By: /s/ Gerog L. Peters
                                           -----------------------------
                                           Name:  George L. Peters
                                           Title: Vice President

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                       Name of Bank: THE BANK OF NEW YORK

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

<PAGE>

      Signature page to that certain 364-Day Credit Agreement, dated as of
October 15, 2002 among CIT Group Inc., the banks parties thereto, J.P. Morgan
Securities Inc., as Arranger, Barclays Bank Plc, Bank of America, N.A. and
Citibank, N.A., as Syndication Agents and JPMorgan Chase Bank, as Administrative
Agent

                                      Name of Bank: LEHMAN COMMERCIAL PAPER INC.

                                      By: /s/ G. Andrew Keith
                                          -----------------------------
                                          Name:  G. Andrew Keith
                                          Title: Authorized Signatory