Exhibit 4.9

                                                                  EXECUTION COPY

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                                 CIT GROUP INC.

                                   ----------

                                 $1,000,000,000

                             5-YEAR CREDIT AGREEMENT

                          Dated as of December 6, 2006

                                   ----------

      CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Bookrunner,

            BARCLAYS CAPITAL, as Joint Lead Arranger and Bookrunner,

                                 CITIBANK, N.A.,
                             as Administrative Agent

                               BARCLAYS BANK PLC,
                              as Syndication Agent

                BANK OF AMERICA, N.A., as Co-Documentation Agent

                                       and

              JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent

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                                TABLE OF CONTENTS

                                                                            Page

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

    1.1.   Defined Terms...................................................... 1
    1.2.   Other Definitional Provisions..................................... 11

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS................................... 12

    2.1.   Commitments....................................................... 12
    2.2.   Revolving Credit Borrowing Procedure.............................. 14
    2.3.   Competitive Bid Borrowing Procedure............................... 14
    2.4.   Repayment of Loans; Evidence of Debt.............................. 17
    2.5.   Facility Fee; Administrative Agent's Fee.......................... 17
    2.6.   Utilization Fee................................................... 18
    2.7.   Termination or Reduction of Commitments........................... 18
    2.8.   Optional Prepayments of Revolving Credit Loans.................... 18
    2.9.   Conversion and Continuation Options............................... 18
    2.10.  Applicable Interest Rate Margins, Facility Fee Rate and
             Utilization Fee................................................. 19
    2.11.  Minimum Amounts of Tranches....................................... 19
    2.12.  Interest Rates and Payment Dates.................................. 20
    2.13.  Computation of Interest and Fees.................................. 20
    2.14.  Inability to Determine Interest Rate.............................. 21
    2.15.  Pro Rata Treatment and Payments................................... 21
    2.16.  Illegality........................................................ 22
    2.17.  Requirements of Law............................................... 23
    2.18.  Taxes    ......................................................... 24
    2.19.  Indemnity......................................................... 26
    2.20.  Actions of Banks.................................................. 27
    2.21.  Lending Installations............................................. 27
    2.22.  Removal of Banks.................................................. 27
    2.23.  Replacement of Banks.............................................. 28

SECTION 3. REPRESENTATIONS AND WARRANTIES.................................... 28

    3.1.   Financial Condition............................................... 28
    3.2.   No Change......................................................... 29
    3.3.   Corporate Existence; Compliance with Law;
             Significant Subsidiaries........................................ 29
    3.4.   Corporate Power; Authorization; Enforceable Obligations........... 29
    3.5.   No Legal Bar...................................................... 29
    3.6.   No Material Litigation............................................ 29
    3.7.   No Default........................................................ 30
    3.8.   Aggregation of the Representations and
             Warranties Relating to Net Worth................................ 30
    3.9.   Federal Regulations............................................... 30
    3.10.  ERISA ............................................................ 30


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    3.11.  Investment Company Act............................................ 30
    3.12.  Purpose of Loans.................................................. 30

SECTION 4. CONDITIONS PRECEDENT.............................................. 30

    4.1.   Conditions to Initial Loans....................................... 30
    4.2.   Conditions to Each Loan........................................... 31

SECTION 5. AFFIRMATIVE COVENANTS............................................. 32

    5.1.   Financial Statements.............................................. 32
    5.2.   Payment of Obligations............................................ 33
    5.3.   Conduct of Business and Maintenance of Existence.................. 33
    5.4.   Notices........................................................... 34
    5.5.   Status of Obligations............................................. 35
    5.6.   Maintenance of Property........................................... 35
    5.7.   Payment of Taxes.................................................. 35
    5.8.   Use of Proceeds................................................... 35

SECTION 6. NEGATIVE COVENANTS................................................ 35

    6.1.   Negative Pledge................................................... 35
    6.2.   Consolidations, Mergers and Sales of Assets....................... 38
    6.3.   Net Worth......................................................... 38

SECTION 7. EVENTS OF DEFAULT................................................. 38

SECTION 8. THE AGENTS........................................................ 40

    8.1.   Appointment....................................................... 40
    8.2.   Delegation of Duties.............................................. 41
    8.3.   Exculpatory Provisions............................................ 41
    8.4.   Reliance by Administrative Agent.................................. 41
    8.5.   Notice of Default................................................. 41
    8.6.   Non-Reliance on Administrative Agent and Other Banks.............. 42
    8.7.   Indemnification................................................... 42
    8.8.   Administrative Agent in Its Individual Capacity................... 43
    8.9.   Successor Administrative Agent.................................... 43

SECTION 9. MISCELLANEOUS..................................................... 43

    9.1.   Amendments and Waivers............................................ 43
    9.2.   Notices........................................................... 44
    9.3.   No Waiver; Cumulative Remedies.................................... 45
    9.4.   Survival of Representations and Warranties........................ 45
    9.5.   Payment of Expenses and Taxes..................................... 46
    9.6.   Successors and Assigns; Participations; Purchasing Banks.......... 46
    9.7.   Dissemination of Information; Confidentiality..................... 48


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    9.8.   Adjustments....................................................... 49
    9.9.   Counterparts...................................................... 50
    9.10.  Severability...................................................... 50
    9.11.  Integration....................................................... 50
    9.12.  GOVERNING LAW..................................................... 50
    9.13.  Submission To Jurisdiction; Waivers............................... 50
    9.14.  WAIVERS OF JURY TRIAL............................................. 51
    9.15.  USA PATRIOT Act................................................... 51

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-A  Form of Opinion of Counsel to the Company
    B-1-B  Form of Opinion of Shearman & Sterling LLP
    B-2    Form of Opinion of Simpson Thacher & Bartlett LLP
    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


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            5-YEAR CREDIT AGREEMENT, dated as of December 6, 2006, 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"), CITIGROUP GLOBAL MARKETS INC. and BARCLAYS CAPITAL, acting as joint
lead arrangers and bookrunners (in such capacity, the "Joint Lead Arrangers"),
BARCLAYS BANK PLC, as syndication agent (in such capacities, the "Syndication
Agent"), BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
co-documentation agents (in such capacity, the "Co-Documentation Agents") and
CITIBANK, N.A., as administrative agent (in such capacity, the "Administrative
Agent").

                              W I T N E S S E T H:

            WHEREAS, the Company has requested $1,000,000,000 in senior
unsecured revolving credit facilities from the Banks for general corporate
purposes; and

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

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

                             SECTION 1. DEFINITIONS

            1.1. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

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

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

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

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

            "Agents": the collective reference to the Administrative Agent, the
      Syndication Agent, the Co-Documentation Agents and the Joint Lead
      Arrangers.

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

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

            "Agreement": this 5-Year Credit Agreement, as amended, supplemented
      or otherwise modified from time to time.

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            "Agreement Accounting Principles": GAAP applied in a manner
      consistent with those principles used in the preparation of the financial
      statements referred to in subsection 3.1.

            "Applicable Eurodollar Margin": at any time, the rate per annum set
      forth in the column with the heading "Eurodollar Rate Loan Margin" in the
      pricing grid set forth in subsection 2.10.

            "Applicable Facility Fee Rate": at any time, the rate per annum set
      forth in the column with the heading "Facility Fee" in the pricing grid
      set forth in subsection 2.10.

            "Applicable Margin": as defined in subsection 2.10.

            "Applicable Rate": as defined in subsection 2.10.

            "Applicable Utilization Fee Rate": for each calendar quarter ending
      on a Fee Payment Date (or such shorter period beginning with the date
      hereof or ending with the Termination Date) in which the average daily
      aggregate principal amount of the Loans outstanding for such calendar
      quarter or period is in excess of 50% of the average daily Aggregate
      Commitment for such calendar quarter or period, the rate per annum set
      forth in the column with the heading "Utilization Fee (>50%)" in the
      pricing grid set forth in subsection 2.10.

            "Banks": as defined in the preamble hereto and any Person becoming
      party hereto as a lender pursuant to Section 9.6(c).

            "Barclays": Barclays Bank PLC.

            "Base Rate": a fluctuating interest rate per annum in effect from
      time to time, which rate per annum shall at all times be equal to the
      highest of: (a) the rate of interest announced publicly by Citibank in New
      York, New York, from time to time, as Citibank's base rate; (b) the sum
      (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%,
      to the next higher 1/4 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the
      rate obtained by dividing (A) the latest three-week moving average of
      secondary market morning offering rates in the United States for
      three-month certificates of deposit of major United States money market
      banks, such three-week moving average (adjusted to the basis of a year of
      360 days) being determined weekly on each Monday (or, if such day is not a
      Business Day, on the next succeeding Business Day) for the three-week
      period ending on the previous Friday by Citibank on the basis of such
      rates reported by certificate of deposit dealers to and published by the
      Federal Reserve Bank of New York or, if such publication shall be
      suspended or terminated, on the basis of quotations for such rates
      received by Citibank from three New York certificate of deposit dealers of
      recognized standing selected by Citibank, by (B) a percentage equal to
      100% minus the average of the daily percentages specified during such
      three-week period by the Board of Governors of the Federal Reserve System
      (or any successor) for determining the maximum reserve requirement
      (including but not limited to, any emergency, supplemental or other
      marginal reserve requirement) for Citibank with respect to liabilities
      consisting of or including (among other liabilities) three-month U.S.
      dollar

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      non-personal time deposits in the United States, plus (iii) the average
      during such three-week period of annual assessment rates estimated by
      Citibank for determining the then current annual assessment payable by
      Citibank to the Federal Deposit Insurance Corporation (or any successor)
      for insuring U.S. dollar deposits of Citibank in the United States; and
      (c) 1/2 of one percent per annum above the Federal Funds Effective 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.

            "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.

            "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.

            "Citibank": Citibank, N.A.

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

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

            "Co-Documentation Agents": as defined in the preamble hereto.

            "Commitment": as to any Bank, the obligation of such Bank to make
      Revolving Credit Loans to the Company hereunder in an aggregate principal
      amount at any one time outstanding not to exceed the amount set forth
      opposite such Bank's name on Schedule I or in any assignment and
      acceptance to which any Bank may be a party, 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 2.7.

            "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 aggregate
      principal amount of such Bank's Loans then outstanding to (y) the
      aggregate principal amount of the Loans then outstanding.

            "Commitment Period": the period from and including the last to occur
      of (i) the Closing Date and (ii) December 6, 2006 to but not including the
      Termination Date or such earlier date on which the Aggregate Commitment
      shall terminate as provided herein.

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            "Commitment Transfer Supplement": as defined in subsection 9.6(c)
      hereto.

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

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

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

            "Competitive Bid Borrowing": a Borrowing consisting of a Competitive
      Bid 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.

            "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.

            "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 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.

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

            "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 Dow Jones Market 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
      Dow Jones Market screen (or otherwise on such screen), the "Eurodollar
      Rate" shall be determined by reference to such other publicly available
      service for displaying eurodollar rates as may be agreed upon by the
      Administrative Agent and the Company or, in the absence of such agreement,
      the "Eurodollar Rate" shall instead be the rate per annum equal to the
      average (rounded to the nearest 1/100th of 1%) of the respective rates
      notified to the Administrative Agent by each of the Reference Banks as the
      rate at which such Reference Bank is offered Dollar deposits at or about
      10:00 A.M., New York City time, two Business Days prior to the beginning
      of such Interest Period in the interbank eurodollar market where the
      eurodollar and foreign currency and exchange operations in respect of its
      Eurodollar Loans are then being conducted for delivery on the first day of
      such Interest Period for the number of days comprised therein and in an
      amount comparable to the amount of its Eurodollar Loan to be outstanding
      during such Interest Period.

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

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

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            "Event of Default": any of the events specified in Section 7,
      provided that any requirement for the giving of notice, the lapse of time,
      or both, or any other condition, has been satisfied.

            "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 on December 31, 2006 and the Termination 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.

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

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

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

            "Governmental Authority": any nation or government, any state or
      other political subdivision thereof and any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of or
      pertaining to government.

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

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

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

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

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

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

            "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

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                                                                               8


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

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

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

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

            (B) any Interest Period that would otherwise extend beyond the
      Termination Date shall end on the Termination 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.

            "Joint Lead Arrangers": as defined in the preamble hereto.

            "Lending Installation": any branch or office of any Bank selected by
      such Bank to be a Lending Installation in accordance with subsection 2.21.

            "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.

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

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

            "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-U.S. Lender": as defined in subsection 2.18(b).

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

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

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

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

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

            "Reference Banks": Citibank and Barclays.

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

            "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.

<PAGE>
                                                                              10


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

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

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

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

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

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

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

            "S&P": Standard and Poor's Ratings Services, a division of The
      McGraw Hill Companies, Inc., and its successors.

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

            "Single Employer Plan": any Plan which is covered by Title IV of
      ERISA, but which is not a Multiemployer Plan.

            "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

<PAGE>
                                                                              11


      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": December 6, 2011.

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

            "Transfer Effective Date": as defined in subsection 9.6(c) hereto.

            "Transferee": as defined in subsection 9.7(a).

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

            "United States": the United States of America.

            "Utilization Fee": as defined in subsection 2.6.

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

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

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

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any

<PAGE>
                                                                              12


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 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
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 2.9,
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 $1,500,000,000. 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 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 (which consent may
be withheld in its sole discretion), 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

<PAGE>
                                                                              13


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-A as they relate to this
Agreement and the borrowings hereunder after giving effect to the increase in
the Aggregate Commitment resulting from the increase in such Bank's Commitment
or the extension of a Commitment by such Other Bank. In no event shall an
increase in a Bank's Commitment or the Commitment of an Other Bank which results
in the Aggregate Commitment exceeding the amount which is authorized at such
time in resolutions previously delivered to the Administrative Agent become
effective until the Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent, of
the Board of Directors 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

<PAGE>
                                                                              14


(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 2.19, 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 other 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 share of each Borrowing of Revolving
Credit Loans available to the Administrative Agent at the office of the
Administrative Agent specified in subsection 9.2 prior to 11:00 A.M., New York
City time, on the Borrowing Date requested by the Company in funds immediately
available to the Administrative Agent. The Administrative Agent shall make the
funds so received from the Banks immediately available to the Company at the
Administrative Agent's aforesaid address or to an account designated by the
Company.

            2.3. Competitive Bid Borrowing Procedure. (a) To request Competitive
Bids, the Company shall deliver to the Administrative Agent a Competitive Bid
Request, substantially in the form of Exhibit G, to be received by the
Administrative Agent (i) in the case of a Eurodollar Competitive Bid Borrowing,
not later than 10:00 a.m., New York City time, four

<PAGE>
                                                                              15


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 and absolute 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.

            (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

<PAGE>
                                                                              16


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.

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

<PAGE>
                                                                              17


            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 Termination Date (or such earlier date on which the
Loans become due and payable pursuant to subsection 2.8 or Section 7), the
unpaid principal amount of each Revolving Credit Loan made to it by such Bank
and (ii) on the last day of the Interest Period thereof, the unpaid principal
amount of each Competitive Bid Loan made to it by such Bank. The Company shall
have no right to prepay any principal of any Competitive Bid Loan. The Company
further agrees to pay interest in immediately available funds at the office of
the Administrative Agent on the unpaid principal amount of the Loans from time
to time from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in subsection 2.12.

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

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

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

            (e) If requested by any Bank for purposes of subsection 9.6(g), the
Company shall execute and deliver, at the Company's expense, to such Bank (and
deliver a copy thereof to the Administrative Agent) one or more promissory notes
evidencing the Loans owing to such 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 on the
daily average amount of such Bank's Commitment (whether borrowed or unborrowed)
from and including the date hereof to and excluding the Termination Date,
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

<PAGE>
                                                                              18


the Administrative Agent may agree. Each Bank acknowledges that the
Administrative Agent is being paid certain other fees for its own account in
connection with the financing pursuant to this Agreement in addition to the fees
described in this Agreement.

            2.6. Utilization Fee. If the average daily aggregate principal
amount of the Loans outstanding for the calendar quarter ending on a Fee Payment
Date (or such shorter period beginning with the date hereof or ending with the
Termination Date) is in excess of 50% of the average daily Aggregate Commitment
for such calendar quarter or period, 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 outstanding during such
calendar quarter (or shorter period), payable in arrears on each Fee Payment
Date.

            2.7. 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 then
outstanding 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.

            2.8. 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 irrevocable notice to the
Administrative Agent given not less that three Business Days prior to the
prepayment date, in the case of prepayments of Eurodollar Revolving Credit
Loans, or on the prepayment date, in the case of prepayments of Base Rate Loans,
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 2.19(d). The Company shall not have the right to prepay
any Competitive Bid Loan without the consent of the Bank that made such
Competitive Bid Loan.

            2.9. 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

<PAGE>
                                                                              19


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 2.11 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 Termination Date.

            (b) Any Eurodollar Revolving Credit Loans may be continued as such
upon the expiration of the then current Interest Period with respect thereto by
the Company giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Revolving Credit Loan may be continued as such (i)
when any Event of Default has occurred and is continuing and the Administrative
Agent or the Required Banks have determined that such a continuation is not
appropriate, (ii) if, after giving effect thereto, subsection 2.11 would be
contravened or (iii) after the date that is one month prior to the Termination
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.

            2.10. 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>
-------------------------------------------------------------------------------------------------------
Pricing     LT Ratings         ST Ratings        Facility       Eurodollar Rate Loan      Utilization
Level       S&P/Moody's        S&P/Moody's          Fee                Margin             Fee (> 50%)
-------------------------------------------------------------------------------------------------------
<S>           <C>          <C>      <C>            <C>                  <C>                   <C>
   1          AA-/Aa3      and      A-1/P-1         5.0                 10.0                  5.0
   2          A+/A1        and      A-1/P-1         6.0                 14.0                  5.0
   3          A/A2         and      A-1/P-1         7.0                 18.0                  5.0
   4          A-/A3                   N/A           8.5                 24.0                  7.5
   5          BBB+/Baa1               N/A          10.0                 32.5                  12.5
-------------------------------------------------------------------------------------------------------
</TABLE>

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

            2.11. 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

<PAGE>
                                                                              20


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.

            2.12. 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 Termination Date and upon any
prepayment of such Loan, provided that interest accruing pursuant to paragraph
(d) of this subsection shall be payable on demand.

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

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Company

<PAGE>
                                                                              21


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 2.12.

            (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 2.14, be determined on the basis of the
quotations of the remaining Reference Banks or Reference Bank.

            2.14. 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.

            2.15. 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), 2.20, 2.22 and 2.23 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), 2.20, 2.22 and 2.23,
each payment (including each prepayment) by the Company on account of principal
of and interest on the Revolving Credit Loans shall be made pro rata according
to the respective outstanding principal amounts of the Revolving Credit Loans
then held by the Banks. Each payment of principal of any Competitive Bid
Borrowing shall be allocated pro rata among the Banks participating in such
Borrowing in accordance with the respective principal amounts of their
outstanding Competitive Bid Loans comprising such Borrowing. Each payment of
interest on any Competitive Bid Borrowing shall be allocated pro rata among the
Banks participating in such Borrowing in accordance with the respective amounts
of accrued and unpaid interest on their outstanding Competitive Bid Loans
comprising such Borrowing. Each Bank agrees that in computing such Bank's
portion of any Borrowing to

<PAGE>
                                                                              22


be made hereunder, the Administrative Agent may, in its discretion, round each
Bank's percentage of such Borrowing to the next higher or lower whole dollar
amount. All payments (including prepayments) to be made by the Company
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without set off or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Banks, at the Administrative Agent's office specified in
subsection 9.2, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lending Installation
of the Banks promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a Eurodollar Loan becomes due and payable on a day other than a
Working Day, the maturity thereof shall be extended to the next succeeding
Working Day unless the result of such extension would be to extend such 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 the proposed time of any Borrowing on any 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.

            2.16. Illegality. Notwithstanding any other provision herein, if any
change in any Requirement of Law or in the interpretation or application thereof
shall make it unlawful for any Bank to make or maintain Eurodollar Loans as
contemplated by this Agreement, (a) the commitment of such Bank hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate
Loans to Eurodollar Loans shall forthwith be canceled, (b) the Loans of such
Bank then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Base Rate Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as
required by law and (c) such Bank shall promptly notify the Administrative Agent
of any such cancellation and conversion pursuant to this subsection 2.16.

<PAGE>
                                                                              23


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

            (i) shall subject any Bank or the Lending Installation of any Bank
      to any tax of any kind whatsoever with respect to this Agreement, or any
      Eurodollar Loan or Fixed Rate Loan made by it, or change the basis of
      taxation of payments to such Bank or the Lending Installation of such Bank
      in respect thereof (except for taxes covered by subsection 2.18 and
      changes in the rate of tax on the net income of such Bank or the Lending
      Installation of such Bank);

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

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

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

            (b) In the event that any Bank shall have determined that any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Bank or the Lending Installation of
such Bank or any corporation or other entity 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

<PAGE>
                                                                              24


Lending Installation's or such corporation's or other entity's capital as a
consequence of its obligations hereunder to a level below that which such Bank,
such Lending Installation or such corporation or other entity could have
achieved but for such change or compliance (taking into consideration such
Bank's, such Lending Installation's or such corporation's or other entity'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
2.17(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
2.17, 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.

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

<PAGE>
                                                                              25


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 2.18(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 2.18(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 9.6 (unless such Non-U.S. Lender was
already a Bank hereunder immediately prior to such assignment or transfer), on
the date of such assignment or transfer to such Non-U.S. Lender, (i) two (2)
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI or Form W-8BEN (or successor forms) certifying that such Non-U.S. Lender
is entitled as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement, or
(ii) if such Non-U.S. Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form
W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax
treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit K (any such certificate, an "Exemption
Certificate"), and (y) two (2) accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (with respect to the portfolio interest
exemption) (or successor form) certifying that such Non-U.S. Lender is entitled
as of such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement. In addition,
each Non-U.S. Lender agrees that from time to time after the Closing Date, when
the passage of time or a change in facts or circumstances renders the previous
certification obsolete or inaccurate in any material respect, such Non-U.S.
Lender will deliver to the Company and the Administrative Agent two (2) new
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI, Form W-8BEN (with respect to a complete exemption under an income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and
an Exemption Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish that such Non-U.S. Lender is entitled
to a continued exemption from United States withholding tax with respect to
payments under this Agreement, or such Non-U.S. Lender shall immediately notify
the Company and the

<PAGE>
                                                                              26


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 2.18, the Company agrees to pay any additional
amounts and to indemnify each Non-U.S. Lender in the manner set forth in
subsection 2.18(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 Participant or Assignee) 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 2.18, 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
Participant or Assignee) 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 2.18, 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 Participant or Assignee) or the Administrative Agent would otherwise be
liable due to any increase in any foreign tax credit available to such Bank (or
Participant or Assignee) 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, Participant or Assignee 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 2.18 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 Participant or
Assignee) 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 Participant or Assignee) or the
Administrative Agent, agrees to return the amount of such refund or benefit of
such credit (plus interest) to such Bank (or Participant or Assignee) or the
Administrative Agent in the event such Bank (or Participant or Assignee) 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.

            2.19. Indemnity. The Company agrees to indemnify each Bank and to
hold each Bank harmless from any loss or expense which such Bank may sustain or
incur as a consequence of (a) default by the Company in payment when due of the
principal amount of or interest on any Eurodollar Loan or Fixed Rate Loan, (b)
default by the Company in making a borrowing of, conversion into or continuation
of any Eurodollar Loan, or any borrowing of a

<PAGE>
                                                                              27


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 exclude any loss of
margin hereunder, but shall include, without limitation, costs of terminating an
applicable Eurodollar Rate contract plus an amount equal to the excess, if any,
as reasonably determined by such Bank, of (i) its cost of obtaining the funds
for the Loan being paid, prepaid, converted or not borrowed, converted or
continued or transferred or assigned (assumed to be the Eurodollar Rate or, in
the case of a Fixed Rate Loan, the fixed rate of interest applicable thereto)
for the period from the date of such payment, prepayment or conversion or
failure to borrow, convert, or continue or transfer or assignment to the last
day of the current or anticipated Interest Period for such Loan) over (ii) the
amount of interest (as reasonably determined by such Bank) that would be
realized by such Bank in reemploying the funds so paid, prepaid, converted or
not borrowed, converted or continued or transferred or assigned for such period
or Interest Period, as the case may be. 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.

            2.20. 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 2.16 or any amounts
which might otherwise be payable pursuant to subsection 2.17 or 2.18; 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 and shall not be otherwise disadvantageous to such Bank in any way. 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 2.17 or 2.18, then the Company may remove any
such Bank pursuant to subsection 2.22 or replace any such Bank pursuant to
subsection 2.23.

            2.21. 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 2.17, 2.18, 2.19 or 9.5 as a result of a
transfer of any such Loans to a different office of such Bank than it would be
entitled to immediately prior thereto unless such claim would have arisen even
if such transfer had not occurred. All provisions of this Agreement shall apply
to any such Lending Installation. Each Bank may, by written or telex notice to
the Company and the Administrative Agent, designate a Lending Installation
through which the Loans will be made by it and for whose account payments are to
be made.

            2.22. 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 $500,000,000 as a

<PAGE>
                                                                              28


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 2.17, 2.18, 2.19 and 9.5. Notwithstanding the removal of
any Bank pursuant to this subsection, such Bank shall continue to have all such
rights as would survive the termination of this Agreement under subsections
2.17, 2.18, 2.19 and 9.5.

            2.23. 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 2.17 or 2.18, (b) shall cause the suspension of the availability of
any Type pursuant to subsection 2.16, (c) shall have excused itself from funding
a Loan pursuant to subsection 2.16, (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 2.17, 2.18, 2.19 and 9.5)
and obligations hereunder to the Replacement Bank; provided that the Replacement
Bank satisfies all of the requirements of this Agreement and pays such Notifying
Bank all amounts owing to such Notifying Bank under this Agreement and the
Company pays such Notifying Bank any funding losses incurred pursuant to
subsection 2.19, if any, as a result of such replacement. This subsection 2.23
shall in no way affect the right of the Company to replace, remove or add a Bank
pursuant to any other provision of this Agreement.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

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

            3.1. Financial Condition. The consolidated balance sheet of the
Company and its consolidated Subsidiaries as of December 31, 2005, and the
related consolidated statements of income and of cash flows for the period ended
on such date, 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

<PAGE>
                                                                              29


Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the fiscal year then ended. The unaudited
consolidated balance sheet of the Company and its consolidated Subsidiaries as
at September 30, 2006, and the related unaudited consolidated statements of
income and cash flows for the nine-month period ended on such date, present
fairly the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the nine-month period then ended (subject
to normal year-end audit adjustments). All such financial statements, including
the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by
such accountants or Responsible Officer, as the case may be, and as disclosed
therein).

            3.2. No Change. Since December 31, 2005 and until the date of this
Agreement, except to the extent publicly disclosed on or prior to December 31,
2005 through filings made by the Company with the SEC or press releases issued
by the Company there has been no development or event which has had or could
reasonably be expected to have a Material Adverse Effect.

            3.3. Corporate Existence; Compliance with Law; Significant
Subsidiaries. Each of the Company and its Significant Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and (b) has the power and authority to conduct
the business in which it is currently engaged. Each Significant Subsidiary as of
September 30, 2006 is listed on Schedule II hereto.

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

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

            3.6. No Material Litigation. (a) No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the

<PAGE>
                                                                              30


Company, threatened by or against the Company or any of its Significant
Subsidiaries or against any of its or their respective properties or revenues,
in any case that involves this Agreement, the execution, delivery and
performance of this Agreement or the Borrowings hereunder.

            (b) No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the
Company, threatened by or against the Company or any of its Significant
Subsidiaries or against any of its or their respective properties or revenues
which could reasonably be expected to result in a violation of subsection 6.3,
except to the extent publicly disclosed prior to the date of this Agreement
through filings made by the Company with the SEC or press releases issued by the
Company.

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

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

            3.8. Aggregation of the Representations and Warranties Relating to
Net Worth. The total effect of each event or circumstance referred to in
subsections 3.6(b) and 3.7(a) is not, when taken together in the aggregate,
reasonably expected to result in a violation of subsection 6.3.

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

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

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

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

                        SECTION 4. CONDITIONS PRECEDENT

            4.1. Conditions to Initial Loans. The agreement of each Bank to make
the initial Loan requested to be made by it is subject to the satisfaction of
the following conditions precedent:

                                                                          <PAGE>
                                       31


            (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 opinions of counsel to
the Company, substantially in the form of Exhibit B-1-A and Exhibit B-1-B,
respectively, and (ii) the executed legal opinion of Simpson Thacher & Bartlett
LLP, 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) Transfer Instructions. The Administrative Agent shall have
received written money transfer instructions addressed to the Administrative
Agent and signed by a duly authorized officer, together with such other related
money transfer authorizations as the Administrative Agent may have reasonably
requested.

            4.2. Conditions to Each Loan. The agreement of each Bank to make any
Loan requested to it on any date (including, without limitation, its initial
Loan) is subject to the satisfaction of the following conditions precedent:

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

<PAGE>
                                                                              32


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

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

Each Borrowing by the Company hereunder shall constitute a representation and
warranty by the Company as of the date of such Loan that the conditions
contained in this subsection 4.2 have been satisfied. It is understood and
agreed that conversions and continuations of Revolving Credit Loans pursuant to
subsection 2.9 shall not be subject to the conditions set forth in this
subsection 4.2.

                        SECTION 5. AFFIRMATIVE COVENANTS

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

            5.1. Financial Statements. Furnish to:

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

            (b) each Bank, promptly after becoming available and in any event
within 120 days after the end of each fiscal year of the Company, a consolidated
balance sheet of the Company and its consolidated Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on in a manner acceptable to
the SEC by 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 5.1(a));

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

<PAGE>
                                                                              33


such Bank its quarterly report for the relevant quarter containing such
financial statements pursuant to subsection 5.1(a));

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

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

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

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

Any financial statement required to be furnished pursuant to this subsection 5.1
shall be deemed to have been furnished on the date on which the Company gives
notice to the Administrative Agent (who shall then give notice to the Banks)
that the Company has posted such financial statement, or provided a link
thereto, on the Company's website or on the Company's behalf on the Intralinks
website on the Internet at www.intralinks.com or another relevant website, if
any, to which each Bank and the Administrative Agent have access.
Notwithstanding the foregoing, the Company shall deliver paper copies of any
financial statement referred to in this subsection 5.1 to any Bank if the
Administrative Agent, on behalf of such Bank, requests the Company to furnish
such paper copies. Except as provided in the preceding sentence, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to in subsection 5.1, and in any event
shall have no responsibility to monitor compliance by the Company with any such
request for delivery, and each Bank shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

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

            5.3. Conduct of Business and Maintenance of Existence. Preserve,
renew and keep in full force and effect, and cause each of its Significant
Subsidiaries to preserve, renew and keep in full force and effect, its corporate
existence and take, and cause each of its Significant

<PAGE>
                                                                              34


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

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

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

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

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

            (d) as soon as possible and in any event within 30 days after
receipt by the Company, a copy of (i) any notice or claim to the effect that the
Company or any Subsidiary is or may be liable to any Person as a result of the
release by the Company, any of its Subsidiaries, or any other Person of any
toxic or hazardous waste or substance into the environment, and (ii) any notice
alleging any violation of any federal, state or local environmental, health or
safety law or regulation by the Company or any Subsidiary, which could
reasonably be expected to result in a claim, liability or loss that will, in the
case of clauses (i) or (ii), when aggregated with the effect of any failure by
the Company to (x) maintain and preserve all property material to the conduct of
its business, (y) keep such property in good repair, working order and condition
and (z) from time to time make, or cause to be made, all needful and proper
repairs, renewals, additions, improvements and replacements thereto, result in a
violation of subsection 6.3.

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

<PAGE>
                                                                              35


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

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

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

            5.8. Use of Proceeds. Use the proceeds of the Loans for general
corporate purposes and to repay outstanding Indebtedness. The Company will not,
nor will it permit any Subsidiary to, use any of the proceeds of the Loans to
purchase or carry any "margin stock" (as defined in Regulation U) in violation
of the provisions of Regulations T, U and X of the Board of Governors of the
Federal Reserve System.

                         SECTION 6. NEGATIVE COVENANTS

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

            6.1. Negative Pledge. (a) (1) Create, incur or suffer to exist any
Lien upon any of its property or assets to secure indebtedness for money
borrowed, incurred, issued, assumed or guaranteed by the Company or (2) create
any Lien upon any of its property or assets to secure any indebtedness or other
obligations of any Person if such Lien is a Lien created by any action of the
Company (including any grant by the Company of any Lien pursuant to a written
instrument or by the pledge by the Company of property, but excluding Liens
arising by operation of law), without, in the case of any Lien described in the
foregoing clauses (1) and (2),

<PAGE>
                                                                              36


thereby expressly securing the due and punctual payment of the principal of and
interest on the Loans and all other amounts payable by the Company hereunder
equally and ratably with any and all other obligations and indebtedness secured
by such Lien, so long as any such other obligations and indebtedness shall be so
secured; provided, however, that this restriction shall not prohibit or
otherwise restrict:

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

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

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

            (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

<PAGE>
                                                                              37


      intention that such property or assets will be leased back to the Company,
      if the obligations in respect of such lease would not be included as
      liabilities on a consolidated balance sheet of the Company;

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

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

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

            (x) any extension, renewal or replacement (or successive extensions,
      renewals or replacements), in whole or in part, of any of the foregoing;
      provided, however, that any such extension, renewal or replacement shall
      be limited to all or a part 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 6.1, any contract by which
title is retained as security (whether by lease, purchase, title retention
agreement or otherwise) for the payment of a purchase price shall be deemed to
be a purchase money Lien. Nothing in this

<PAGE>
                                                                              38


subsection 6.1 shall apply to any Lien of any kind upon any of the properties of
any character of the Company existing on the date of execution and delivery of
this Agreement.

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

            6.2. Consolidations, Mergers and Sales of Assets. Consolidate with
any other corporation or limited liability company or any other entity or accept
a merger of any other corporation or limited liability company or any other
entity into the Company or permit the Company to be merged into any other
corporation or limited liability company or any other entity, or sell its
properties and assets as, or substantially as, an entirety; provided, however,
that subject to the provisions of subsection 6.1, nothing contained in this
Agreement shall be deemed to prevent (i) the merger into the Company of another
corporation or limited liability company, (ii) the consolidation of the Company
and another corporation or limited liability company, (iii) the merger of the
Company into another corporation or limited liability company or (iv) the sale
of the property or assets of the Company to another corporation or limited
liability company, 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 or limited liability company of the merger or
the purchaser of the Company's assets, as the case may be, shall expressly
assume the obligations of the Company under this Agreement and expressly agree
to be bound by all other provisions applicable to the Company under this
Agreement.

            6.3. Net Worth. Permit Net Worth at any time to be less than
$4,000,000,000.

                          SECTION 7. EVENTS OF DEFAULT

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

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

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

            (c) The Company shall default in the observance or performance of
any agreement contained in Section 6; or

<PAGE>
                                                                              39


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

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

            (f) (i) The Company or any of its Significant Subsidiaries shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its assets, or the
Company or any of its Significant Subsidiaries shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against the
Company or any of its Significant Subsidiaries any case, proceeding or other
action of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against the Company or any of its Significant
Subsidiaries any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) the Company or any
of its Significant Subsidiaries shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) the Company or any of its
Significant Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due; or

            (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

<PAGE>
                                                                              40


other event or condition shall occur or exist, with respect to a Plan; and in
each case in clauses (i) through (vi) above, such event or condition, together
with all other such events or conditions, if any, could reasonably be expected
to result in a violation of subsection 6.3; or

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

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

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement shall immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Required Banks, the Administrative Agent may, or
upon the request of the Required Banks the Administrative Agent shall, by notice
to the Company declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Required Banks, the Administrative Agent may, or upon the request of the
Required Banks the Administrative Agent shall, by notice of default to the
Company, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement to be due and payable forthwith,
whereupon the same shall immediately become due and payable. Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.

                              SECTION 8. THE AGENTS

            8.1. Appointment. Each Bank hereby designates and appoints Citibank
as the Administrative Agent of such Bank under this Agreement, and each such
Bank authorizes Citibank 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 Joint Lead
Arrangers, the Syndication Agent and the Co-Documentation 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

<PAGE>
                                                                              41


be read into this Agreement or otherwise exist against the Joint Lead Arrangers,
the Syndication Agent or the Co-Documentation Agents in their respective
capacities as such.

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

            8.3. Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement (except
for its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Banks for any recitals, statements,
representations or warranties made by the Company or any officer thereof
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
for any failure of the Company to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be under any obligation to any
Bank to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Company.

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

            8.5. Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Bank or the
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative

<PAGE>
                                                                              41


Agent shall give notice thereof to the Banks. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Banks; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks.

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

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

<PAGE>
                                                                              42


The agreements in this subsection shall survive the payment of the Loans and all
other amounts payable hereunder.

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

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

                            SECTION 9. MISCELLANEOUS

            9.1. Amendments and Waivers. Neither this Agreement, nor any terms
hereof or thereof may be amended, supplemented or modified except in accordance
with the provisions of this subsection. With the written consent of the Required
Banks, the Administrative Agent and the Company may, from time to time, enter
into written amendments, supplements or modifications hereto for the purpose of
adding any provisions to this Agreement or adding any financial institution
(other than as provided for herein) as a Bank hereunder (thereby increasing the
Aggregate Commitment) or changing in any manner the rights of the Banks or of
the Company hereunder or thereunder or waiving, on such terms and conditions as
the Administrative Agent may specify in such instrument, any of the requirements
of this Agreement or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (a) reduce the amount or extend the

<PAGE>
                                                                              43


maturity of any Loan or any installment thereof, or reduce the amount or 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 or extend any Bank's Commitment, or amend,
modify or waive any provision of Section 2.15, in each case without the written
consent of the Bank affected thereby, or (b) amend, modify or waive any
provision of subsection 2.1(c) or this subsection 9.1, amend the definition of
Required Banks or consent to the assignment or transfer by the Company of any of
its rights and obligations under this Agreement (other than as set forth in
subsection 6.2), in each case without the written consent of all the Banks, or
(c) amend, modify or waive any provision of Section 8 or any reference to the
Administrative Agent, the Syndication Agent or the Co-Documentation Agents in
any other provision of this Agreement which alters the duties or obligations of
the Administrative Agent, the Syndication Agent or the Co-Documentation Agents
without the written consent of the then Administrative Agent, the Syndication
Agent or the Co-Documentation Agents, as the case may be. Nothing in this
subsection 9.1 shall prevent or prohibit the Administrative Agent, the Company
or any Bank from taking any action in accordance with subsection 2.1(c), 2.20,
2.22 or 2.23 notwithstanding anything contained in this subsection 9.1 to the
contrary, including, without limitation (i) allowing the Administrative Agent to
increase the Aggregate Commitment, (ii) allowing any Bank to increase its
Commitment and allowing the execution and delivery of any Commitment Increase
Supplement, (iii) allowing an Other Bank to become an Additional Bank and
allowing the execution and delivery of an Additional Bank Agreement, (iv)
allowing a Notifying Bank to transfer its rights and obligations to a
Replacement Bank, or (v) 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), 2.20,
2.22 or 2.23. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Banks and shall be binding upon the Company,
the Banks, the Agents and all future holders of the obligations owing hereunder.
In the case of any waiver, the Company, the Banks and the Agents shall be
restored to their former position and rights hereunder, and any Default or Event
of Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

            9.2. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy, telegraph or telex), and, 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:     Citibank, N.A.
                              2 Penns Way
                              Suite 200
                              New Castle, DE  19720

<PAGE>
                                                                              44


                              Attn:  Annemarie Pavco
                              Telecopy:  212 994-0961

                              with a copy to:

                              Citibank, N.A.
                              388 Greenwich Street
                              New York, NY 10013
                              Attn: Rob Goldstein

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

                              with a copy to:

                              CIT Group Inc.
                              1 CIT Drive
                              Livingston, New Jersey 07039
                              Attention: General Counsel
                              Telecopy: (973) 740-5148

            Notices and other communications to the Banks hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 2 or subsection 8.5 unless otherwise agreed
by the Administrative Agent and the applicable Bank. The Administrative Agent or
the Company may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

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

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

<PAGE>
                                                                              45


            9.5. Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with the preparation and execution of, and
any amendment, supplement or modification to, this Agreement and any other
documents prepared in connection herewith (including, without limitation, any
Commitment Increase Supplement or Additional Bank Agreement pursuant to
subsection 2.1), including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse
each Bank and the Agents for all its reasonable costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement and any such other documents 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 Participant or Assignee. The agreements in this subsection shall
survive repayment of the Loans and all other amounts payable hereunder.

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

            (b) Any Bank may, in the ordinary course of its 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

<PAGE>
                                                                              46


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 2.17, 2.18, 2.19 and 9.5 with respect to its
participation in the Commitment and the Loans outstanding from time to time;
provided, that no Participant shall be entitled to receive any greater amount
pursuant to such subsections than the transferor Bank would have been entitled
to receive in respect of the amount of the participation transferred by the
transferor Bank to such Participant had no such transfer occurred.

            (c) Any Bank may, in the ordinary course of its business and in
accordance with applicable law, at any time sell, to any Bank or any Affiliate
thereof and, unless an Event of Default has occurred and is continuing, with the
consent of the Company and the Administrative Agent (which consents shall not be
unreasonably withheld or delayed), 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. Each such assignment shall be in a
minimum amount of $5,000,000 (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 $3,500. 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

<PAGE>
                                                                              47


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.

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

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

            (f) If, pursuant to this subsection, any interest in this Agreement
is transferred to any Participant or Assignee which is organized under the laws
of any jurisdiction other than the United States or any state thereof, the
transferor Bank shall cause such Participant or Assignee, concurrently with the
effectiveness of such transfer, (i) to represent to the transferor Bank (for the
benefit of the transferor Bank and the Company) that under applicable law and
treaties no taxes will be required to be withheld by the Company or the
transferor Bank with respect to any payments to be made to such Participant or
Assignee in respect of the Loans (except to the extent that such Participant's
or Assignee'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 2.18(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 2.18(b).

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

            9.7. Dissemination of Information; Confidentiality. (a) The Company
authorizes each Bank to disclose to any Participant or Purchasing Bank or any
other Person acquiring an interest in this Agreement by operation of law, 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 7(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

<PAGE>
                                                                              48


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 9.7 with respect to such
information as though such Transferee or prospective Transferee were a Bank
hereunder.

            (b) Each Bank and each Transferee that receives information which is
not publicly available and which has been identified by the Company as
confidential ("Proprietary Information") will be bound to treat such Proprietary
Information in a confidential manner and to use such Proprietary Information
only for the purpose of evaluating and monitoring the creditworthiness of the
Company and its Subsidiaries in connection with such Bank's or such Transferee's
extensions of credit pursuant to this Agreement or such Bank's or Transferee's
other agreements with the Company, or as otherwise may be required by law,
regulation or court 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, examiner or regulator if it has advised such auditor,
examiner or regulator that such information is confidential; provided, further,
that any Bank or Transferee may disclose Proprietary Information (A) to
Affiliates of such Bank or Transferee provided that such Affiliates agree to
keep the Proprietary Information confidential as set forth herein, (B) with the
written consent of the Company, (C) in connection with any litigation involving
the Company and such Bank or Transferee, (D) to legal counsel to such Bank or
Transferee if it advises such legal counsel that such information is
confidential, (E) if such Proprietary Information was in the possession of such
Bank or Transferee on a non-confidential basis prior to the Company furnishing
it to such Bank or Transferee as shown by clear and convincing evidence, or (F)
if such Proprietary Information is received by such Bank or Transferee, without
restriction as to its disclosure or use, from a Person who, to such Bank's or
Transferee's knowledge or reasonable belief, was not prohibited from disclosing
it by any duty of confidentiality.

            9.8. Adjustments. (a) If any Bank (a "benefitted Bank") shall at any
time receive any payment of all or part of its Loans, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
Section 7(f), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Bank, if any, in respect of such other Bank's
Loans, or interest thereon, such benefitted Bank shall purchase for cash from
the other Banks such portion of each such other Bank's Loan, or shall provide
such other Banks with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Bank to share the excess
payment or benefits of such collateral or proceeds ratably with each of the
Banks; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Bank, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest. Notwithstanding anything contained in this
Agreement to the contrary, this subsection 9.8 shall

<PAGE>
                                                                              49


only be applicable to (i) payments received by a Bank in respect of the
obligations of the Company under this Agreement and (ii) collateral received
from the Company, if any, to secure obligations of the Company under this
Agreement.

            (b) In addition to any rights and remedies of the Banks provided by
law, upon (i) the occurrence and during the continuance of an Event of Default,
and (ii) the declaration by the Administrative Agent that the Loans are
immediately due and payable pursuant to the last paragraph of Section 7, or the
occurrence and continuance of an Event of Default specified in clause (i) or
(ii) of paragraph (f) of Section 7, each Bank shall have the right, without
prior notice to the Company, any such notice being expressly waived by the
Company to the extent permitted by applicable law (but without waiving any
notices specified in Section 7), upon any amount becoming due and payable by the
Company hereunder (whether at the stated maturity, by acceleration or otherwise)
to set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
matured or unmatured, at any time held or owing by such Bank or any branch or
agency thereof to or for the credit or the account of the Company. Each Bank
agrees promptly to notify the Company and the Administrative Agent after any
such set-off and application made by such Bank, provided that the failure to
give such notice shall not affect the validity of such set-off and application.

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

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

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

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

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

<PAGE>
                                                                              50


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

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

            (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Company at its
address set forth in subsection 9.2 or at such other address of which the Bank
shall have been notified pursuant thereto; and

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

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

            9.15. USA PATRIOT Act. Each Bank hereby notifies the Company that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Company, which information
includes the name and address of the Company and other information that will
allow such Bank to identify the Company in accordance with the Act.

<PAGE>
                                                                              51


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             CIT GROUP INC.

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

<PAGE>
                                                                               2


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

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

                                         By: /s/ Maureen Maroney
                                             -------------------
                                             Name:  Maureen Maroney
                                             Title: Authorized Signatory

                                         CITIGROUP GLOBAL MARKETS, as Joint
                                         Lead Arranger

                                         By: /s/ Maureen Maroney
                                             -------------------
                                             Name:  Maureen Maroney
                                             Title: Authorized Signatory

<PAGE>
                                                                               3


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                               BARCLAYS BANK PLC, as Syndication
                                               Agent and as a Bank

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

                                               BARCLAYS CAPITAL, as Joint Lead
                                               Arranger

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

<PAGE>
                                                                               4


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                            BANK OF AMERICA, N.A., as
                                            Co-Documentation Agent and as a Bank

                                            By: /s/ Alexa B. Bradford
                                                ---------------------
                                            Name:  Alexa B. Bradford
                                            Title: Senior

<PAGE>
                                                                               5


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                            JPMORGAN CHASE BANK, N.A., as
                                            Co-Documentation Agent and as a Bank

                                            By: /s/ Mark M. Cisa
                                                -----------------
                                            Name:  Mark M. Cisa
                                            Title: Vice President

<PAGE>
                                                                               6


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                              Name of Bank: Fortis Capital Corp.

                                              By: /s/ Jack Ali
                                                  ------------
                                              Name:  Jack Ali
                                              Title: Senior Vice President

                                              By: /s/ Alan Krouk
                                                  --------------
                                              Name:  Alan Krouk
                                              Title: managing Director

<PAGE>
                                                                               7


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                              Name of Bank:
                                              William street Credit Corporation

                                              By: /s/ Mark Walton
                                                  ---------------
                                              Name:  Mark Walton
                                              Title: Assistant Vice President

<PAGE>
                                                                               8


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                              Name of Bank: ABN Amro Bank NV

                                              By: /s/ Neil R. Stein
                                                  -----------------
                                              Name:  Neil R. Stein
                                              Title: Director

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

<PAGE>
                                                                               9


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                              Name of Bank: BNP Paribas

                                              By: /s/ Marguerite L. ILLEGIBLE
                                                  -----------------------------
                                              Name:  Marguerite L.
                                              Title: Director

                                              By: /s/ Laurent Van ILLEGIBLE
                                                  -----------------------------
                                              Name:  Laurent Van
                                              Title: Vice President

<PAGE>
                                                                              10


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             CREDIT SUISSE, Cayman Island Branch

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

                                             By: /s/ Bernhard Schmid
                                                 -------------------
                                             Name:  Bernhard Schmid
                                             Title: Assistant Vice President

<PAGE>
                                                                              11


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: DEUTSCHE BANK AG
                                                           NEW YORK BRANCH

                                             By: /s/ Ruth Leung
                                                 --------------
                                             Name:  Ruth Leung
                                             Title: Director

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

<PAGE>
                                                                              12


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: HSBC Bank USA, N.A.

                                             By: /s/ Vincent Clark
                                                 -----------------
                                             Name:  Vincent Clark
                                             Title: Senior Vice President

<PAGE>
                                                                              13


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank: LEHMAN BROTHERS BANK, FSB

                                             By: /s/ Gary Taylor
                                                 ---------------
                                             Name:  Gary Taylor
                                             Title: Senior Vice President

<PAGE>
                                                                              14


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank:
                                             MERRILL LYNCH BANK USA

                                             By: /s/ Louis Alder
                                                 ---------------
                                             Name:  Louis Alder
                                             Title: Director

<PAGE>
                                                                              15


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Morgan Stanley Bank

                                             By: /s/ Daniel Twenge
                                                 -----------------
                                             Name:  Daniel Twenge
                                             Title: Authorized Signatory
                                                    Morgan Stanley Bank

<PAGE>
                                                                              16


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Morgan Stanley Bank

                                             By: /s/ Howard Lee
                                                 -----------------
                                             Name:  Howard Lee
                                             Title: Authorized Signatory

<PAGE>
                                                                              17


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Societe Generale

                                             By: /s/ Edith L. Hornick
                                                 --------------------
                                             Name:  Edith L. Hornick
                                             Title: Managing Director

<PAGE>
                                                                              18


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: UBS Loan Finance LLC

                                             By: /s/ Richard L. Tavrow
                                                 ---------------------
                                             Name:  Richard L. Tavrow
                                             Title: Director

                                             By: /s/ Irja R. Otsa
                                                 ----------------
                                             Name:  Irja R. Otsa
                                             Title: Associate Director

<PAGE>
                                                                              19


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank:
                                             Wachovia Bank, National Association

                                             By: /s/ Grainne M. Pergolini
                                                 ------------------------
                                             Name:  Grainne M. Pergolini
                                             Title: Vice President

<PAGE>
                                                                              20


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank:
                                             BMO Capital Markets Financing Inc.

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

<PAGE>
                                                                              21


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                           Name of Bank: The Bank of Nova Scotia

                                           By: /s/ Todd S. Meller
                                               ------------------
                                           Name:  Todd S. Meller
                                           Title: Managing Director

<PAGE>
                                                                              22


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank:
                                             BEAR STERNS CORPORATE LENDING INC.

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

<PAGE>
                                                                              23


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: CIBC INC.

                                             By: /s/ Dominic J. Sorresso
                                                 -----------------------
                                             Name:  Dominic J. Sorresso
                                             Title: Executive Director

<PAGE>
                                                                              24


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                    Name of Bank:
                                    THE ROYAL BANK OF SCOTLAND PLC

                                    By: Greenwich Capital Markets, Inc. as agent
                                        for the Royal Bank of Scotlan plc

                                    /s/ Diane Ferguson
                                    ------------------
                                    Name:  Diane Ferguson
                                    Title: Managing Director

<PAGE>
                                                                              25


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                       Name of Bank: Mizuho Corporate Bank, Ltd.

                                       By: /s/ Robert Gallagher
                                           --------------------
                                       Name:  Robert Gallagher
                                       Title: Senior Vice President

<PAGE>
                                                                              26


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                       Name of Bank:
                                       Australia and New Zealand Banking Group
                                       Limited

                                       By: /s/ John W. Wade
                                           --------------------
                                       Name:  John W. Wade
                                       Title: Director

<PAGE>
                                                                              27


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                       Name of Bank:
                                       Banco Bilbao Vizcaya Argentaria S.A

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

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

<PAGE>
                                                                              28


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank: The Bank of New York

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

<PAGE>
                                                                              29


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank:
                                         The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
                                         New York Branch

                                         By: /s/ Cosmas Bonaparte
                                             --------------------
                                         Name:  Cosmas Bonaparte
                                         Title: Authorized Signatory

<PAGE>
                                                                              30


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank: Fifth Third Bank

                                         By: /s/ George B. Davis
                                             -------------------
                                         Name:  George B. Davis
                                         Title: Vice President

<PAGE>
                                                                              31


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank:
                                         Manufacturers and Traders Trust Company

                                         By: /s/ Cheryl R. Lind
                                             ------------------
                                         Name:  Cheryl R. Lind
                                         Title: Vice President

<PAGE>
                                                                              32


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank:
                                         National Australia Bank Limited

                                         By: /s/ Michael G. McHugh
                                             ---------------------
                                         Name:  Michael G. McHugh
                                         Title: Senior Vice President

<PAGE>
                                                                              33


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                        Name of Bank:
                                        Nomura Funding Facility Corporation Ltd.

                                        By: /s/ ILLEGIBLE
                                            ---------------------
                                        Name:  ILLEGIBLE
                                        Title: ILLEGIBLE

<PAGE>
                                                                              34


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank:
                                         Norddeutsche Landesbank Girozentrale
                                         New York and/or Cayman Island Branch

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

                                         Name of Bank:
                                         Norddeutsche Landesbank Girozentrale
                                         New York and/or Cayman Island Branch

                                         By: /s/ Jutta Gieseler
                                             ------------------
                                         Name:  Jutta Gieseler
                                         Title: Assistant Treasurer

<PAGE>
                                                                              35


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                        Name of Bank: The Northern Trust Company

                                        By: /s/ John A. Konstantos
                                            ----------------------
                                        Name:  John A. Konstantos
                                        Title: Vice President

<PAGE>
                                                                              36


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank:
                                         Sumitomo Mitsui Banking Corporation

                                         By: /s/ Yoshihiro Hyakutome
                                             -----------------------
                                         Name:  Yoshihiro Hyakutome
                                         Title: Joint General Manager

<PAGE>
                                                                              37


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank: US Bank, N.A.

                                         By: /s/ Frances W. Josephic
                                             -----------------------
                                         Name:  Yoshihiro Hyakutome
                                         Title: Vice President

<PAGE>
                                                                              38


            Signature page to the 5-Year Credit Agreement, dated as of December
6, 2006, 2006 among CIT Group Inc., the banks parties thereto, Citigroup Global
Markets Inc. and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC,
as Syndication Agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agents, and Citibank, N.A., as Administrative Agent.

                                         Name of Bank:
                                         Westpac Banking Corporation

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


<PAGE>


                                                                      SCHEDULE I

                        COMMITMENTS AND BANK INFORMATION

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

           Lender                                                   Commitment
--------------------------------------------------------------------------------
Barclays Bank PLC                                                   $50,000,000
--------------------------------------------------------------------------------
Citibank, N.A.                                                       50,000,000
--------------------------------------------------------------------------------
Bank of America, N.A.                                                40,000,000
--------------------------------------------------------------------------------
Fortis Capital Corp.                                                 40,000,000
--------------------------------------------------------------------------------
JPMorgan Chase Bank, N.A.                                            40,000,000
--------------------------------------------------------------------------------
William Street Credit Corporation                                    40,000,000
--------------------------------------------------------------------------------
ABN Amro Bank NV                                                     27,500,000
--------------------------------------------------------------------------------
BNP Paribas                                                          27,500,000
--------------------------------------------------------------------------------
Credit Suisse, Cayman Islands Branch                                 27,500,000
--------------------------------------------------------------------------------
Deutsche Bank AG New York Branch                                     27,500,000
--------------------------------------------------------------------------------
HSBC Bank (USA), N.A.                                                27,500,000
--------------------------------------------------------------------------------
Lehman Brothers Bank, FSB                                            27,500,000
--------------------------------------------------------------------------------
Merrill Lynch Bank USA                                               27,500,000
--------------------------------------------------------------------------------
Morgan Stanley Bank                                                  27,500,000
--------------------------------------------------------------------------------
Royal Bank of Canada                                                 27,500,000
--------------------------------------------------------------------------------
Societe Generale                                                     27,500,000
--------------------------------------------------------------------------------
UBS Loan Finance LLC                                                 27,500,000
--------------------------------------------------------------------------------
Wachovia Bank, National Association                                  27,500,000
--------------------------------------------------------------------------------
BMO Capital Markets Financing Inc.                                   25,000,000
--------------------------------------------------------------------------------
The Bank of Nova Scotia                                              25,000,000
--------------------------------------------------------------------------------
Bear Stearns Corporate Lending Inc.                                  25,000,000
--------------------------------------------------------------------------------
CIBC World Markets                                                   25,000,000
--------------------------------------------------------------------------------
Greenwich Capital Markets, Inc. as agent for                         25,000,000
The Royal Bank of Scotland plc
--------------------------------------------------------------------------------
Mizuho Corporate Bank, Ltd.                                          25,000,000
--------------------------------------------------------------------------------
Australia and New Zealand Banking Group Limited                      20,000,000
--------------------------------------------------------------------------------
Banco Bilbao Vizcaya Argentaria S.A.                                 20,000,000
--------------------------------------------------------------------------------
The Bank of New York                                                 20,000,000
--------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi UFJ, Ltd.,  New York Branch             20,000,000
--------------------------------------------------------------------------------
Fifth Third Bank                                                     20,000,000
--------------------------------------------------------------------------------
Manufacturers and Traders Trust Company                              20,000,000
--------------------------------------------------------------------------------
National Australia Bank Limited                                      20,000,000
--------------------------------------------------------------------------------
Nomura Funding Facility Corporation Ltd.                             20,000,000
--------------------------------------------------------------------------------
Norddeutsche Landesbank Girozentrale                                 20,000,000
--------------------------------------------------------------------------------
The Northern Trust Company                                           20,000,000
--------------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation                                  20,000,000
--------------------------------------------------------------------------------
US Bank, N.A.                                                        20,000,000
--------------------------------------------------------------------------------
Westpac Banking Corporation                                          20,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TOTAL:                                                           $1,000,000,000
-------------------------------------------------------------------------------

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


<PAGE>

                                                                     SCHEDULE II

                        LIST OF SIGNIFICANT SUBSIDIARIES

1. CIT Capital USA Inc. (f/k/a Newcourt Capital USA Inc.)

2. CIT Financial Ltd.

3. CIT Financial USA, Inc.

4. CIT Lending Services Corporation

5. Education Funding Resources, LLC

6. The CIT Group/Business Credit, Inc.

7. The CIT Group/Commercial Services, Inc.

8. The CIT Group/Consumer Finance, Inc.

9. The CIT Group/Equipment Financing, Inc.


<PAGE>

                                                                     EXHIBIT A-1

                          FORM OF REVOLVING CREDIT NOTE

$[__________]

                                                              New York, New York
                                                        [_________] [__], 200[_]

      FOR VALUE RECEIVED, the undersigned CIT GROUP INC., a Delaware
corporation, hereby promises to pay to the order of [__________] (the "Bank")
the principal sum of [__________] DOLLARS ($[__________]) or, if less, the
aggregate unpaid principal amount of all Revolving Credit Loans (as defined in
the Credit Agreement hereinafter referred to) made by the Bank to the
undersigned pursuant to subsection 2.2 of the Credit Agreement, in lawful money
of the United States and in immediately available funds, on the Termination Date
(as defined in the Credit Agreement), or such earlier date on which the
Revolving Credit Loans become due and payable pursuant to the Credit Agreement.
All such payments shall be made at the office of the Administrative Agent set
forth in subsection 9.2 of the Credit Agreement. The undersigned further agrees
to pay interest in like money at such office on the unpaid principal amount
hereof from time to time outstanding at the rates and at the times specified in
subsection 2.12 of the Credit Agreement.

      The holder of this Revolving Credit Note is authorized to record the
amount and Type of each Revolving Credit Loan made by the Bank, each conversion
of all or a portion thereof to another Type, the date and amount of each payment
or prepayment of principal thereof, and the length of each Interest Period with
respect thereto, on the schedules annexed hereto and made a part hereof, or on a
continuation thereof, which shall be attached hereto and made a part hereof,
which recordation shall constitute prima facie evidence of the accuracy of the
information recorded; provided, however, that failure by the Bank to make any
such recordation on such schedules or continuation thereof shall not in any
manner affect any of the obligations of the undersigned to make payments of
principal and interest in accordance with the terms of this Revolving Credit
Note and the Credit Agreement.

      This Revolving Credit Note is one of the notes referred to in subsection
2.4(e) of the 5-Year Credit Agreement, dated as of [___________], 2006 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; capitalized terms not otherwise defined in this Note shall have the
meanings assigned them in the Credit Agreement), among the undersigned, the
several Banks parties thereto, Citigroup Global Markets Inc. and Barclays
Capital, as Joint Lead Arrangers, Barclays Bank PLC, as Syndication Agent, Bank
of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, and
Citibank, N.A., as Administrative Agent. This Revolving Credit Note is entitled
to the benefits thereof and is subject to optional prepayment in whole or in
part as provided therein.

<PAGE>
                                                                               2


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

      This Revolving Credit Note shall be governed by and construed in
accordance with the laws of the State of New York and any applicable laws of the
United States of America.

         THE COMPANY, THE ADMINISTRATIVE AGENT AND THE BANKS IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS NOTE OR THE CREDIT AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

                                                     CIT GROUP INC.

                                                     By: _______________________
                                                          Name:
                                                          Title:


<PAGE>

                                                                     EXHIBIT A-2

                          FORM OF COMPETITIVE BID NOTE

$[__________]

                                                              New York, New York
                                                            [_____] [__], 200[_]

            FOR VALUE RECEIVED, the undersigned CIT GROUP INC., a Delaware
corporation (the "Company"), hereby promises to pay to the order of [__________]
(the "Bank") at the office of the Administrative Agent set forth in subsection
9.2 of the Credit Agreement on (i) the last day of each Interest Period, as
defined in the 5-Year Credit Agreement, dated as of [____________], 2006, among
the Company, the several Banks parties thereto, Citigroup Global Markets, Inc.
and Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC, as Syndication
Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation
Agents, and Citibank, N.A., as Administrative Agent (as the same may be amended,
modified, extended or restated from time to time, the "Credit Agreement"), the
aggregate unpaid principal amount of all Competitive Bid Loans made by the Bank
to the Company pursuant to subsection 2.3 of the Credit Agreement to which such
Interest Period applies and (ii) on the Termination Date (as defined in the
Credit Agreement), the lesser of the principal sum of [__________]
($[__________]) and the aggregate unpaid principal amount of all Competitive Bid
Loans made by the Bank to the Company pursuant to subsection 2.3 of the Credit
Agreement, in lawful money of the United States of America in immediately
available funds, and to pay interest from the date hereof on such principal
amount from time to time outstanding in like funds, at said office, at a rate or
rates per annum and payable on such dates as determined pursuant to the Credit
Agreement.

            The Company promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates determined as set forth in the Credit Agreement.

            The Company hereby waives diligence, presentment, demand, protest
and notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

            All borrowings evidenced by this Competitive Bid Note and all
payments and prepayments of the principal hereof and interest hereon and the
respective dates thereof shall be endorsed by the holder hereof on the schedule
attached hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, or otherwise recorded by such holder
in its internal records; provided, however, that any failure of the holder
hereof to make such a notation or any error in such notation shall not in any
manner affect the obligation of the Company to make payments of principal and
interest in accordance with the terms of this Competitive Bid Note and the
Credit Agreement.

<PAGE>
                                                                               2


            This Competitive Bid Note is one of the notes referred to in
subsection 2.4(e) of the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for optional and mandatory prepayment of the principal hereof
prior to the maturity thereof and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein
specified.

            This Competitive Bid Note shall be construed in accordance with and
governed by the laws of the State of New York and any applicable laws of the
United States of America.

            THE COMPANY, THE ADMINISTRATIVE AGENT AND THE BANKS IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS COMPETITIVE BID NOTE OR THE CREDIT AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.

                                                     CIT GROUP INC.

                                                     By: _______________________
                                                          Name:
                                                          Title:


<PAGE>

                                                                   EXHIBIT B-1-A

                    FORM OF OPINION OF COUNSEL TO THE COMPANY

                                                             [___________], 2006

Each of the Banks listed on Schedule A attached hereto

Ladies and Gentlemen:

            I am Vice President and Assistant General Counsel for CIT GROUP
INC., a Delaware corporation (the "Company"), and have represented the Company
in connection with its execution and delivery of the 5-Year Credit Agreement,
dated as of [__________], 2006 among the Company, the several Banks parties
thereto, Citigroup Global Markets Inc. and Barclays Capital, as Joint Lead
Arrangers, Barclays Bank PLC, as Syndication Agent, Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as Co-Documentation Agents, and Citibank, N.A., as
Administrative Agent (the "Credit Agreement"). This opinion letter is being
furnished to you pursuant to subsection 4.1(d)(i) of the Credit Agreement. All
capitalized terms used in this opinion and not otherwise defined shall have the
meanings attributed to them in the Credit Agreement.

            I have examined the Credit Agreement and I, or attorneys under my
supervision or otherwise associated with the Company, have examined, or caused
to be examined, originals, or copies certified or otherwise identified to my or
their satisfaction, of such other agreements, certificates and documents as I
have deemed necessary as a basis for the opinions expressed below. I have
relied, without independent investigation, as to factual matters on the
representations and warranties contained in the Credit Agreement and on good
standing and other certificates, assurances, records, documents and other
instruments of public officials and on statements or representations of officers
and other representatives of the Company. I have assumed (i) the legal capacity
of all natural persons executing the Credit Agreement and such other agreements,
certificates and documents, (ii) the genuineness of all signatures thereon
(other than those of persons signing the Credit Agreement on behalf of the
Company), (iii) the authority of all persons (other than officers and other
representatives of the Company) signing the Credit Agreement and such other
agreements, certificates and documents on behalf of the parties thereto, (iv)
the authenticity and completeness of all documents submitted to me as originals,
(v) the conformity to the authentic original thereof of all copies submitted to
me as telecopies, photocopies or conformed copies, and (vi) that all
certificates, assurances, documents, instruments, books and records, made
available to me are accurate and complete.

            Any reference in any opinion herein to "my knowledge", "of which I
have knowledge", "known to me" and any similar phrase means to my actual
knowledge, after consultation with the General Counsel and other attorneys in
the General Counsel's office as I deemed appropriate for purposes of the
opinions set forth herein. I have made no independent investigation to determine
the existence or absence of any facts, circumstances or conditions encompassed
by any such consultations and any inquiry or examination of organizational or
other
<PAGE>
                                                                               2


records, agreements, certificates or documents undertaken by me or on my behalf
during the preparation of this opinion letter should not be regarded as such an
investigation. No inference as to my knowledge of the existence or absence of
any facts underlying any opinion given with the qualification, "to my
knowledge", "of which I have knowledge", "known to me", or any similar phrase
should be drawn from the fact of my representation of the Company. Without
limiting the generality of the foregoing, but specifically, in rendering the
opinions set forth in paragraph 2(a)(ii) and the second clause of paragraph
2(b)(1) below, I have not made any independent inquiry, investigation or
examination of any court or other tribunal records or public records of any
regulatory body, administrative agency, governmental agency or body or
arbitrator to determine whether any order, writ, judgment, injunction, decree or
award referred to in such paragraphs exists.

      In rendering the opinions set forth below, I express no opinion other than
as to the laws of the State of New York, the General Corporation Law of the
State of Delaware, and the federal laws of the United States of America (the
"United States"), as such are in effect on the date hereof, and I do not purport
to be an expert on, I have made no inquiry into, and I express no opinion as to,
any statutes, rules, regulations, treaties, common laws or other laws of any
other nation, state or jurisdiction. I am a member of the bar of the State of
New York only. I am not licensed to practice law in the State of Delaware and,
accordingly, my opinions as to the General Corporation Law of the State of
Delaware are based solely upon a review of the official statutes of the State of
Delaware, as such are in effect on the date hereof.

            Based upon the foregoing, it is my opinion that:

            1. The Company is validly existing and in good standing under the
laws of the State of Delaware and has all requisite power and authority to
conduct the businesses in which it is currently engaged, and the Company has all
the corporate power and authority to execute, deliver and perform the Credit
Agreement and any promissory notes issued pursuant to subsection 2.4(e) thereof
("Notes") and to borrow thereunder pursuant to the terms and conditions thereof.

            2. The execution and delivery of the Credit Agreement and any Notes
by the Company and the performance by the Company of its obligations thereunder
have been duly authorized by all necessary corporate action and proceedings on
the part of the Company and do not:

                  (a) violate (i) any material New York or United States federal
      law, rule or regulation binding on the Company that I, in the exercise of
      customary professional diligence, have recognized as normally applicable
      to transactions of the sort contemplated by the Credit Agreement, (ii) any
      New York or United States federal order, writ, judgment, injunction,
      decree or award currently in effect and binding on the Company of which I
      have knowledge, (iii) the Company's certificate of incorporation or
      by-laws or (iv) any provisions of any material indenture, material
      instrument or material agreement binding upon the Company of which I have
      knowledge; or

                  (b) result in, or require, the creation or imposition of any
      Lien on any material properties or revenues of the Company pursuant to (1)
      any New York or United

<PAGE>
                                                                               3


      States federal law, rule or regulation binding on the Company, or, to my
      knowledge, any New York or United States federal order, writ, judgment,
      injunction, decree or award currently in effect and binding on the Company
      of which I have knowledge, or (2) any provisions of any material
      indenture, material instrument or material agreement binding upon the
      Company of which I have knowledge.

            3. The Credit Agreement (i) has been duly executed and delivered by
the Company and (ii) assuming the due authorization, execution and delivery of
the Credit Agreement by the other parties thereto, constitutes a valid and
legally binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights generally, and subject, as to enforceability, to general
principles of equity, including, without limitation, principles of
reasonableness, good faith and fair dealing and to the discretion of the court
or tribunal before which any proceeding therefor may be brought (regardless of
whether enforcement is sought in a proceeding in equity or at law).

            4. No approval, authorization, consent, adjudication or order of any
United States federal or New York state governmental authority or other
regulatory body or Delaware state governmental authority or other regulatory
body acting pursuant to the Delaware General Corporation Law is required to be
obtained by the Company in connection with the execution and delivery of the
Credit Agreement, any Notes, the borrowings under the Credit Agreement or the
performance by the Company of its obligations under the Credit Agreement and any
Notes.

      The opinions set forth above are subject to the following additional
exceptions, qualifications, limitations, and additional assumptions:

A.    I express no opinion as to (i) the effect of any bankruptcy, insolvency,
      reorganization, arrangement, fraudulent conveyance, moratorium or other
      laws relating to or affecting the rights of creditors generally, or (ii)
      the effect of general principles of equity, including, without limitation,
      concepts of materiality, reasonableness, good faith and fair dealing, and
      the possible unavailability of specific performance, injunctive relief or
      other equitable relief, whether considered in a proceeding in equity or at
      law.

B.    I express no opinion regarding any of (i) the rights or remedies available
      to any party for material violations or breaches which are the proximate
      result of actions taken by any party other than the party against whom
      enforcement is sought, which actions such other party is not entitled to
      take pursuant to any relevant document or which otherwise violate
      applicable laws, (ii) the effect of any provision deemed to be
      unconscionable, (iii) the effect of any provision authorizing the exercise
      of any remedy without reasonable notice and opportunity to cure, or (iv)
      the effect of any provision of any document purporting to give any party
      the right to make any conclusive determination in its sole discretion.

C.    I express no opinion as to the legality, validity, binding nature or
      enforceability of (i) any provisions in any document providing for the
      payment or reimbursement of costs or expenses or indemnifying, or
      contributing to the liability of, a party, to the extent such provisions
      may be held unenforceable as contrary to public policy, (ii) any provision

<PAGE>
                                                                               4


      insofar as it provides for the payment or reimbursement of costs and
      expenses or indemnification for claims, losses or liabilities in excess of
      a reasonable amount determined by any court or other tribunal, (iii) any
      provisions of any documents imposing penalties or forfeitures or which are
      otherwise contrary to public policy, (iv) any rights of set-off, (v) any
      provision of any document to the effect that a statement, certificate,
      determination or record shall be deemed conclusive absent manifest error
      (or similar effect), including, without limitation, that any such
      statement, certificate, determination or record shall be prima facie
      evidence of a fact, (vi) any provision of any document which provides that
      notice not actually received may be binding on any party, or (vii) any
      provision of any document relating to the subject matter jurisdiction of a
      United States federal court to consider any dispute arising from or
      relating to such document or the transactions contemplated thereunder.

D.    I express no opinion with respect to the legality, validity, binding
      nature or enforceability of (i) any vaguely or broadly stated waiver, (ii)
      any waivers or consents (whether or not characterized as such in any
      relevant document) relating to the rights of any party existing as a
      matter of law, including, without limitation, waivers of the benefits of
      statutory or constitutional provisions (whether procedural or
      substantive), to the extent such waivers or consents are found by courts
      or other tribunals to be against public policy or which are ineffective
      pursuant to any applicable statute, judicial or administrative decision or
      other law, or (iii) the remedies that may apply to breaches of any
      covenant, to the extent that such covenant is construed to be an
      independent requirement as distinguished from a condition that may trigger
      an event of default and for which no express remedy for such breach is
      specified in the relevant document.

E.    I express no opinion with respect to the legality, validity, binding
      nature or enforceability of any provision of any document to the effect
      that rights or remedies are not exclusive, that every right or remedy is
      cumulative and may be exercised in addition to any other right or remedy,
      that the election of some particular remedy or remedies does not preclude
      recourse to one or more other remedies or that failure to exercise or
      delay in exercising rights or remedies will not operate as a waiver of any
      such right or remedy.

F.    I express no opinion as to any provision of any document requiring written
      amendments or waivers of such documents insofar as it suggests that oral
      or other modifications, amendments or waivers could not be effectively
      agreed upon by the parties or that the doctrine of promissory estoppel
      might not apply.

G.    I express no opinion as to the applicability or effect of compliance or
      non-compliance by any person or entity (other than the Company) with any
      state, federal, foreign or other laws applicable to such person or entity
      or to the transactions contemplated by any document because of the nature
      of its business, including its legal or regulatory status.

H.    I express no opinion regarding compliance or non-compliance (or the effect
      thereof) with any federal, state or foreign securities or "blue sky",
      antitrust, antifraud, environmental, labor, employment, health, safety,
      banking, insurance, trademark or other intellectual property, land use,
      subdivision or zoning or tax laws (including, but not limited to,

<PAGE>
                                                                               5


      whether any consent, approval, authorization, or other order of, or
      registration or filing with, any court or governmental authority or other
      regulatory body or agency is required for the consummation of the
      transactions contemplated in the Credit Agreement) or the application or
      effect of any municipal laws or the laws of any local agency,
      instrumentality or body within any state (including, without limitation,
      the State of New York).

I.    This opinion letter speaks only at and as of its date and is based solely
      on the facts and circumstances known to me at and as of such date. I
      express no opinion as to the effect on any matter set forth or referred to
      herein of any statute, rule, regulation or other law which is enacted or
      becomes effective after, or of any judicial or administrative decision
      which changes the law relevant to such rights which is rendered after, the
      date of this opinion letter or any amendments, supplements or other
      changes to the Credit Agreement or any other documents or agreements
      relating to the transactions contemplated the Credit Agreement or the
      conduct of the parties following the closing of such contemplated
      transactions. In addition, in rendering this opinion letter, I assume no
      obligation to update, revise or supplement this opinion letter or any
      statement herein, should the present laws of the jurisdictions specified
      herein be changed by legislative action, judicial or administrative
      decision or otherwise, or if there are any changes in fact which might
      affect any of the opinions or statements set forth herein, or for any
      other reason whatsoever.

J.    The foregoing opinions are being rendered upon the express understanding
      that the undersigned is corporate counsel to the Company and shall in no
      event incur any personal liability in connection with said opinions.

            The opinions expressed herein have been rendered at your request,
are solely for your benefit in connection with the transactions contemplated by
the Credit Agreement, may not be relied upon by you in any other manner or by
any other person in any manner or for any purpose and may not be communicated or
published by you to any other person for any purpose without my prior written
approval in each instance, except that this opinion may be delivered to your
assignees (to the extent permitted by the Credit Agreement), each of which may
rely on this opinion to the same extent as if such opinion were addressed to it.

                                                Very truly yours,

                                                ________________________________
                                                Vice President and Assistant
                                                General Counsel


<PAGE>

                                                                   EXHIBIT B-1-B

                   FORM OF OPINION OF SHEARMAN & STERLING LLP

                             [______________], 2006

To each of the Banks listed
     on Schedule A attached hereto

                                 CIT Group Inc.

Ladies and Gentlemen:

            We have acted as special New York counsel to CIT Group Inc., a
Delaware corporation (the "Borrower"), and, in connection with the 5-Year Credit
Agreement, dated as of [____________], 2006, among the Borrower and the several
Banks parties thereto, Citigroup Global Markets Inc. and Barclays Capital, as
Joint Lead Arrangers, Citibank, N.A., as Administrative Agent, Barclays Bank
PLC, as Syndication Agent, and Bank of America, N.A. and JPMorgan Chase Bank,
N.A., as Co-Documentation Agents (the "Credit Agreement"), the Company has asked
us to furnish this opinion to you pursuant to Section 4.1(d)(i) of the Credit
Agreement. Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined.

            In that connection, we have reviewed originals or copies of such
corporate records of the Borrower, certificates of public officials and of
officers of the Borrower and agreements and other documents as we have deemed
necessary as a basis for the opinion expressed below.

            In our review, we have assumed:

      (i)   The genuineness of all signatures.

      (ii)  The authenticity of the originals of the documents submitted to us.

      (iii) The conformity to authentic originals of any documents submitted to
            us as copies.

      (iv)  As to matters of fact, the truthfulness of the representations made
            in the certificates of public officials and officers of the
            Borrower.

<PAGE>
                                                                               2


            We have not independently established the validity of the foregoing
assumptions.

            Based upon the foregoing and upon such other investigation as we
have deemed necessary and subject to the qualifications set forth below, we are
of the opinion that the Borrower is not required to register as an investment
company under the Investment Company Act of 1940, as amended.

            Our opinion expressed above is limited to the Investment Company Act
of 1940, as amended, and we do not express any opinion herein concerning any
other law.

            A copy of this opinion letter may be delivered by any of you to any
Person that becomes a Bank party to the Credit Agreement in accordance with the
provisions thereof. Any such Bank may rely on the opinions expressed above as if
this opinion letter were addressed and delivered to such Bank on the date
hereof.

            This opinion letter is rendered to you in connection with the
transactions contemplated by the Credit Agreement. This opinion letter may not
be relied upon by you or any future Bank for any other purpose, or relied upon
by any other Person, without our prior written consent.

            This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you of any development or circumstance of
any kind, including any change of law or fact, that may occur after the date of
this opinion letter even though such development, circumstance or change may
affect the legal analysis, a legal conclusion or any other matter set forth in
or relating to this opinion letter. Accordingly, any of you who may rely on this
opinion letter at any future time should seek advice of your counsel as to the
proper application of this opinion letter at such time.

                                                     Very truly yours,


<PAGE>

                                                                     EXHIBIT B-2

                FORM OF OPINION OF SIMPSON THACHER & BARTLETT LLP

[______________], 2006

Citibank, N.A., as Agent under
      the Credit Agreement, as hereinafter
      defined (the "Agent")

and

The Lenders listed on Schedule I hereto
      which are parties to the Credit
      Agreement on the date hereof

Re:   The 5-Year Credit Agreement dated as of [____________], 2006 (the "Credit
      Agreement") among CIT Group Inc. (the "Company"), Citigroup Global Markets
      Inc. and Barclays Capital, as Joint Leader Arrangers, Barclays Bank PLC,
      as Syndication Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A.,
      as Co-Documentation Agents, the lending institutions identified in the
      Credit Agreement (the "Lenders") and the Agent

Ladies and Gentlemen:

      We have acted as counsel to the Agent in connection with the preparation,
execution and delivery of the Credit Agreement. Unless otherwise indicated,
capitalized terms used but not defined herein shall have the respective meanings
set forth in the Credit Agreement. This opinion is furnished to you pursuant to
Section 4.1(d)(ii) of the Credit Agreement.

      In connection with this opinion, we have examined the Credit Agreement,
signed by the Company and by the Agent and certain of the Lenders. We also have
examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, instruments and other documents and have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Company. In addition, we have examined, and have relied
as to matters of fact upon, the representations made in the Credit Agreement.

<PAGE>
                                                                               2


      In rendering the opinion set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.

      In rendering the opinion set forth below we have assumed that (1) the
Credit Agreement is a valid and legally binding obligation of each of the
Lenders parties thereto, (2) (a) the Company is validly existing and in good
standing under the laws of the State of Delaware and has duly authorized,
executed and delivered the Credit Agreement in accordance with its Certificate
of Incorporation and By-Laws, (b) execution, delivery and performance by the
Company of the Credit Agreement do not violate the laws of the State of Delaware
or any other applicable laws (excepting the law of the State of New York and the
Federal laws of the United States) and (c) execution, delivery and performance
by the Company of the Credit Agreement do not constitute a breach or violation
of any agreement or instrument which is binding upon the Company and (3) the
Company is not an "investment company" within the meaning of and subject to
regulation under the Investment Company Act of 1940.

      Based upon and subject to the foregoing, and subject to the qualifications
and limitations set forth herein, we are of the opinion that the Credit
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms.

      Our opinion set forth above is subject to (i) the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, (ii) general
equitable principles (whether considered in a proceeding in equity or at law)
and (iii) an implied covenant of good faith and fair dealing.

      We express no opinion with respect to:

      (A) the effect of any provision of the Credit Agreement which is intended
to permit modification thereof only by means of an agreement in writing by the
parties thereto;

      (B) the effect of any provision of the Credit Agreement insofar as it
provides that any Person purchasing a participation from a Lender or other
Person may exercise set-off or similar

<PAGE>
                                                                               3


rights with respect to such participation
or that any Lender or other Person may exercise set-off or similar rights other
than in accordance with applicable law;

      (C) the effect of any provision of the Credit Agreement imposing penalties
or forfeitures;

      (D) the enforceability of any provision of any of the Credit Agreement to
the extent that such provision constitutes a waiver of illegality as a defense
to performance of contract obligations; and

      (E) the effect of any provision of the Credit Agreement relating to
indemnification or exculpation in connection with violations of any securities
laws or relating to indemnification, contribution or exculpation in connection
with willful, reckless or criminal acts or gross negligence of the indemnified
or exculpated Person or the Person receiving contribution.

      In connection with the provisions of the Credit Agreement whereby the
parties submit to the jurisdiction of the courts of the United States of America
located in the Southern District of New York, we note the limitations of 28
U.S.C. ss.ss. 1331 and 1332 on subject matter jurisdiction of the Federal
courts. In connection with the provisions of the Credit Agreement which relate
to forum selection of the courts of the United States located in the State of
New York (including, without limitation, any waiver of any objection to venue or
any objection that a court is an inconvenient forum), we note such court's
discretion to transfer an action from one Federal court to another under 28
U.S.C. ss. 1404(a).

      We do not express any opinion herein concerning any law other than the law
of the State of New York and the Federal law of the United States.

      This opinion letter is rendered to you in connection with the above
described transactions. This opinion letter may not be relied upon by you for
any other purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent.

                                                  Very truly yours,

                                                  SIMPSON THACHER & BARTLETT LLP


<PAGE>

                                                                       EXHIBIT C

                     FORM OF COMMITMENT TRANSFER SUPPLEMENT

                         COMMITMENT TRANSFER SUPPLEMENT

      COMMITMENT TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1
of Schedule I hereto (the "Transfer Effective Date"), among the Transferor Bank
set forth in Item 2 of Schedule I hereto (the "Transferor Bank"), each
Purchasing Bank set forth in Item 3 of Schedule I hereto (each, a "Purchasing
Bank") and CITIBANK, N.A., as administrative agent for the Banks under the
Credit Agreement described below (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H :

      WHEREAS, this Commitment Transfer Supplement is being executed and
delivered in accordance with subsection 9.6(c) of the 5-Year Credit Agreement,
dated as of [____________], 2006, among CIT Group Inc., a Delaware corporation
(the "Company"), the Transferor Bank and the several Banks parties thereto,
Citigroup Global Markets Inc. and Barclays Capital, as Joint Lead Arrangers,
Barclays Bank PLC, as Syndication Agent, Bank of America, N.A. and JPMorgan
Chase Bank, N.A., as Co-Documentation Agents, and Citibank, N.A., as
Administrative Agent (as from time to time amended, supplemented or otherwise
modified in accordance with the terms thereof, the "Credit Agreement"; terms
defined therein being used herein as therein defined);

      WHEREAS, each Purchasing Bank (if it is not already a Bank party to the
Credit Agreement) wishes to become a Bank party to the Credit Agreement; and

      WHEREAS, the Transferor Bank is selling and assigning to each Purchasing
Bank, rights, obligations and commitments under the Credit Agreement;

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

      From and after the Transfer Effective Date each Purchasing Bank shall be a
Bank party to the Credit Agreement for all purposes thereof.

            5. At or before [3:00 P.M.], local time of the Transferor Bank, on
the Transfer Effective Date, each Purchasing Bank shall pay to the Transferor
Bank, in immediately available funds, an amount equal to the purchase price, as
agreed between the Transferor Bank and such Purchasing Bank (the "Purchase
Price"), of the portion, if any, being purchased by such Purchasing Bank (such
Purchasing Bank's "Purchasing Percentage") of any of the outstanding Loans
(other than Competitive Bid Loans except to the extent the parties hereto shall
expressly so agree) under the Credit Agreement. Effective upon receipt by the
Transferor Bank of the Purchase Price from a Purchasing Bank, the Transferor
Bank hereby irrevocably sells, assigns

<PAGE>
                                                                               2


and transfers to such Purchasing Bank, without recourse, representation or
warranty, and each assumes from the Transferor Bank, such Purchasing Bank's
Purchased Percentage of the Commitment and the presently outstanding Loans
(other than Competitive Bid Loans except to the extent the parties hereto shall
expressly so agree) and other amounts owing to the Transferor Bank under the
Credit Agreement in connection with any such Commitment so transferred, together
with all instruments, documents and collateral security pertaining thereto.

            6. The Transferor Bank has made arrangements with each Purchasing
Bank with respect to (i) the portion, if any, to be paid, and the date or dates
for payment, by the Transferor Bank to such Purchasing Bank of any fees
heretofore received by the Transferor Bank pursuant to the Credit Agreement
prior to the Transfer Effective Date and (ii) the portion, if any, to be paid,
and the date or dates for payment, by such Purchasing Bank to the Transferor
Bank of fees or interest to be received by such Purchasing Bank pursuant to the
Credit Agreement from and after the Transfer Effective Date.

            (a) All principal payments with respect to the Loans that would
otherwise be payable from and after the Transfer Effective Date to or for the
account of the Transferor Bank pursuant to the Credit Agreement shall, instead,
be payable to or for the account of the Transferor Bank and the Purchasing
Banks, as the case may be, in accordance with their respective interests as
reflected in this Commitment Transfer Supplement.

            (b) All interest, fees and other amounts that would otherwise accrue
for the account of the Transferor Bank from and after the Transfer Effective
Date pursuant to the Credit Agreement shall, instead, accrue for the account of,
and be payable to, the Transferor Bank and the Purchasing Banks, as the case may
be, in accordance with their respective interests as reflected in this
Commitment Transfer Supplement. In the event that any amount of interest, fees
or other amounts accruing prior to the Transfer Effective Date was included in
the Purchase Price paid by any Purchasing Bank, the Transferor Bank and each
Purchasing Bank will make appropriate arrangements for payment by the Transferor
Bank to such Purchasing Bank of such amount upon receipt thereof from the
Company.

            7. Concurrently with the execution and delivery hereof, the
Transferor Bank will provide to each Purchasing Bank (if it is not already a
Bank party to the Credit Agreement) conformed copies of all documents delivered
to such Transferor Bank on the Closing Date in satisfaction of the conditions
precedent set forth in the Credit Agreement.

            8. Each of the parties to this Commitment Transfer Supplement agrees
that at any time and from time to time upon the written request of any other
party, it will execute and deliver such further documents and do such further
acts and things as such other party may reasonably request in order to effect
the purposes of this Commitment Transfer Supplement.

            9. By executing and delivering this Commitment Transfer Supplement,
the Transferor Bank and each Purchasing Bank confirm to and agree with each
other and the Administrative Agent and the Banks as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned hereby free and clear of any adverse claim, the
Transferor Bank makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in

<PAGE>
                                                                               3


connection with the Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; (ii) the Transferor
Bank makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Company or the performance or
observance by any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant hereto; (iii) each Purchasing Bank
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements delivered referred to in subsection 5.1 of
the Credit Agreement, if any, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Commitment Transfer Supplement; (iv) each Purchasing Bank will,
independently and without reliance upon the Administrative Agent, the Transferor
Bank or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (v) each Purchasing Bank
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under the Agreement as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, all in accordance with Section 8 of the Credit
Agreement; and (vi) each Purchasing Bank agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Bank.

            10. Each party hereto represents and warrants to and agrees with the
Administrative Agent that it is aware of and will comply with the provisions of
subsection 9.6 of the Credit Agreement.

            11. Schedule II hereto sets forth the revised Commitments and
Commitment Percentages of the Transferor Bank and each Purchasing Bank as well
as administrative information with respect to each Purchasing Bank.

            12. If the Purchasing Bank is not incorporated under the laws of the
United States of America or any state thereof, such Purchasing Bank hereby
acknowledges that it has provided and the Transferor Bank hereby acknowledges
that it has received and delivered to the Administrative Agent and the Company
the United States Internal Revenue Forms described in subsection 2.18(b) of the
Credit Agreement.

            13. THIS COMMITMENT TRANSFER SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      IN WITNESS WHEREOF, the parties hereto have caused this Commitment
Transfer Supplement to be executed by their respective duly authorized officers
on Schedule I hereto as of the date set forth in Item 1 of the Schedule I
hereto.


<PAGE>

                                                                      SCHEDULE I
                                                                              TO
                                                                      COMMITMENT
                                                                        TRANSFER
                                                                      SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                            SIGNATURES FOR COMMITMENT
                               TRANSFER SUPPLEMENT

            Re:   5-Year Credit Agreement dated as of [_____________],
                  2006 with CIT Group Inc.

Item 1 Transfer Effective Date: ____________________

Item 2 Transferor Bank:         ____________________

Item 3 Purchasing Bank[s]:      ____________________

<PAGE>
                                                                               2


Signature Page to Schedule I to Commitment Transfer Supplement

______________________, as Transferor Bank

By: ______________________
    Name:
    Title:

<PAGE>
                                                                               3


Signature Page to Schedule I to Commitment Transfer Supplement

______________________, as Purchasing Bank

By: ______________________
    Name:
    Title:

<PAGE>
                                                                               4


Signature Page to Schedule I to Commitment Transfer Supplement

CONSENTED TO AND ACKNOWLEDGED:
CIT GROUP INC.

By: ______________________
    Name:
    Title:

[Consent Required only as set forth in subsection 9.6(c)
of the Credit Agreement]

<PAGE>
                                                                               5


Signature Page to Schedule I to Commitment Transfer Supplement

CITIBANK, N.A.,
as Administrative Agent

By: ______________________
    Name:
    Title:

[Consent Required only as set forth in subsection 9.6(c)
of the Credit Agreement]

ACCEPTED FOR RECORDATION
IN REGISTER:

CITIBANK, N.A.,
as Administrative Agent

By: ______________________
    Name:
    Title:


<PAGE>

                                                                     SCHEDULE II
                                                                   TO COMMITMENT
                                                             TRANSFER SUPPLEMENT

                       LIST OF LENDING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS

[Name of Transferor Bank]  Previous Commitment Amount:                $_______

                           Revised Commitment Amount:                 $_______

                           Previous Commitment Percentage:            ________%

                           Revised Commitment Amount:                 $_______

[Name of Purchasing Bank]  Previous Commitment Amount (if any):       $_______

                           New Commitment Amount:                     $_______

                           Previous Commitment Percentage (if any):   ________%

                          New Commitment Percentage:                  ________%

Address for Notices:
[Address]
Attention: _______________
Telex: ___________________
Answerback: ______________
Telephone: _______________
Telecopier: ______________

Lending Office:
__________________________
__________________________
__________________________


<PAGE>

                                                                     EXHIBIT D-1

                          FORM OF OFFICERS' CERTIFICATE

            Pursuant to subsection 4.1(e) of the 5-Year Credit Agreement dated
as of [____________], 2006 among CIT Group Inc. (the "Company"), the Banks
parties thereto and Citibank, N.A., as Administrative Agent (the "Credit
Agreement"), [_______], as Executive Vice President and Treasurer of the
Company, hereby certifies on behalf of the Company as follows (terms defined in
the Credit Agreement being used herein with their defined meanings):

      As of the date hereof, no Default or Event of Default has occurred and is
      continuing under the Credit Agreement.

            It is understood and acknowledged that the undersigned is executing
this Certificate not in his individual capacity, but solely in his capacity as
an officer of the Company, and is without any personal liability as to the
matters contained in this Certificate.

            IN WITNESS WHEREOF, I have hereunto set my hand this [__] day of
[_____________], 2006.

                                                     ___________________________
                                                    [Name]
                                                    Executive Vice President and
                                                    Treasurer


<PAGE>

                                                                     EXHIBIT D-2

                    FORM OF ASSISTANT SECRETARY'S CERTIFICATE

            Pursuant to subsections 4.1(b) and 4.1(c) of the 5-Year Credit
Agreement, dated as of [____________], 2006, among CIT Group Inc. (the
"Company"), the banks and other financial institutions parties thereto (the
"Banks") and Citibank, N.A., as Administrative Agent (the "Credit Agreement"),
[__________], as Assistant Secretary of the Company, hereby certifies on behalf
of the Company as follows (terms defined in the Credit Agreement being used
herein with their defined meanings):

            1. Other than the filing of the respective Certificates of
Designations for the 6.350% Non-Cumulative Preferred Stock, Series A, and the
Non-Cumulative Preferred Stock, Series B (collectively, the "Certificates of
Designations"), with the Secretary of State of the State of Delaware on July 28,
2005, no other amendment or other document relating to or affecting the Second
Restated Certificate of Incorporation of the Company has been filed in the
office of the Secretary of State of the State of Delaware since the filing of
the Second Restated Certificate of Incorporation on July 30, 2003, and no action
has been taken by the Company or its stockholders, directors, or officers in
contemplation of the filing of any such amendment or other document; the Second
Restated Certificate of Incorporation of the Company (including the Certificates
of Designations) is in full force and effect as of the date hereof;

            2. Attached hereto as Annex A is a copy of a Good Standing
Certificate issued by the office of the Secretary of State of the State of
Delaware with respect to the Company on _______________ ___, 2006;

            3. Attached hereto as Annex B is a true and complete copy of the
Amended and Restated By-laws of the Company as in full force and effect at all
times since July 22, 2003, to and including the date hereof; and

            4. Attached hereto as Annex C are true copies of resolutions duly
adopted by the Board of Directors of the Company on [__________], and such
resolutions have not been amended, modified, or rescinded and remain in full
force and effect.

            It is understood and acknowledged that the undersigned is executing
this Certificate not in his individual capacity, but solely in his capacity as
an officer of the Company, and is without any personal liability as to the
matters contained in this Certificate.



<PAGE>

                                                                       EXHIBIT E

                         FORM OF INCUMBENCY CERTIFICATE

            The undersigned hereby certifies that he is a duly elected,
qualified and acting Assistant Secretary of CIT Group Inc., a Delaware
corporation (the "Company"), and that the following persons are duly elected,
qualified and acting officers of the Company and they occupy the offices set
forth opposite their respective names and the true signatures of such officers
appear below.

      Name                         Office                       Signature
      ----                         ------                       ---------

________________            ____________________           ____________________

________________            ____________________           ____________________

            It is understood and acknowledged that the undersigned is executing
this Certificate not in his individual capacity, but solely in his capacity as
an officer of the Company, and is without any personal liability as to the
matters contained in this Certificate.

            IN WITNESS WHEREOF, I have hereunto set by hand as such Assistant
Secretary and affix the seal of the Company as of the [__] day of
[____________], 2006.

                                              ______________________
                                              Assistant Secretary

            I, [__________], an Assistant Secretary of the Company do hereby
certify that [__________] is a duly qualified, acting and elected Assistant
Secretary of the Company and the signature set forth in the foregoing
Certificate is his genuine signature.

            IN WITNESS WHEREOF, I have affixed my signature this ___ day of
[____________], 2006.

                                              ______________________
                                              Assistant Secretary

<PAGE>
                                                                               2


            IN WITNESS WHEREOF, I have affixed my signature this [__] day of
[____________], 2006.

                                              ______________________
                                              [Name]
                                              Assistant Secretary


<PAGE>

                                                                       EXHIBIT F

                            FORM OF BORROWING NOTICE

Citibank, N.A.,
  as Administrative Agent
2 Penns Way, Suite 200
New Castle, DE 19720,
Attention: ________

                                                            [_____] [__], 200[_]

Ladies and Gentlemen:

      Pursuant to subsection 2.2 of the 5-Year Credit Agreement, dated as of
[____________], 2006, (the "Credit Agreement"), among CIT Group Inc. (the
"Company"), the banks and other financial institutions parties thereto (the
"Banks"), Citigroup Global Markets Inc. and Barclays Capital, as Joint Lead
Arrangers, Barclays Bank PLC, as Syndication Agent, Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as Co-Documentation Agents, and Citibank, N.A., as
Administrative Agent, the Company hereby requests a Revolving Credit Loan on the
following terms:

                  Amount:

                  Type:

                  Interest Period:

                  Applicable Rate:

      The representations and warranties made by the Company in the Credit
Agreement are true and correct in all material respects on and as of the date
hereof as if made on and as of the date hereof and after giving effect to the
Revolving Credit Loan requested to be made pursuant to the Credit Agreement
except (i) to the extent such representations and warranties expressly relate to
an earlier date; (ii) for changes in the Schedules thereto reflecting
transactions permitted by the Credit Agreement and (iii) subsequent to the
Closing Date, for the representations and warranties contained in subsection 3.2
of the Credit Agreement.

      Immediately prior to and immediately after the making of the Revolving
Credit Loan requested to be made pursuant to the Credit Agreement on the date
hereof, no Default or Event of Default will have occurred and will be continuing
under the Credit Agreement.


<PAGE>

         Terms defined in the Credit Agreement are used in this notice with
their defined meanings.

                                                       Very truly yours,

                                                       CIT GROUP INC.

                                                       By: _____________________
                                                           Name:
                                                           Title:


<PAGE>

                                                                       EXHIBIT G

                         FORM OF COMPETITIVE BID REQUEST

Citibank, N.A.,
  as Administrative Agent
2 Penns Way, Suite 200
New Castle, DE 19720

                           [_____] [__], 200[_]

Ladies and Gentlemen:

      Pursuant to subsection 2.3 of the 5-Year Credit Agreement, dated as of
[___________], 2006, (the "Credit Agreement") among CIT Group Inc. (the
"Company"), the Banks parties thereto and Citibank, N.A., as Administrative
Agent, the Company hereby requests a Competitive Bid Borrowing on the following
terms:

         Date of Competitive Bid Borrowing: ____________
           (which shall be a Business Day)
         Principal Amount:  ___________
         Interest Rate Basis: __________
         Interest Period and the last day thereof: _________
           (which shall not be later than the Termination Date).

      The representations and warranties made by the Company in the Credit
Agreement are true and correct in all material respects on and as of the date
hereof as if made on and as of the date hereof and after giving effect to the
Competitive Bid Borrowing requested to be made pursuant to the Credit Agreement
except (i) to the extent such representations and warranties expressly relate to
an earlier date, (ii) for changes in the Schedules thereto reflecting
transactions permitted by the Credit Agreement and (iii) subsequent to the
Closing Date, for the representations and warranties contained in subsection 3.2
of the Credit Agreement.

      Immediately prior to and immediately after the making of the Competitive
Bid Borrowing requested to be made pursuant to the Credit Agreement on the date
hereof, no Default or Event of Default will have occurred and will be continuing
under the Credit Agreement.

<PAGE>
                                                                               2


      Terms defined in the Credit Agreement are used in this request with their
defined meanings.

                                                       Very truly yours,

                                                       CIT GROUP INC.

                                                       By: _____________________
                                                           Name:
                                                           Title:


<PAGE>

                                                                       EXHIBIT H

                    FORM OF NOTICE OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address]
[Attention:]

                            [__________] [__], 200[_]

Ladies and Gentlemen:

      Pursuant to subsection 2.3(a) of the 5-Year Credit Agreement, dated as of
[___________], 2006, (the "Credit Agreement"), among CIT Group Inc. (the
"Company"), the several Banks parties thereto, Citigroup Global Markets Inc. and
Barclays Capital, as Joint Lead Arrangers, Barclays Bank PLC, as Syndication
Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation
Agents, and Citibank, N.A., as Administrative Agent, the Company made a
Competitive Bid Request on [Date], and in that connection you are invited to
submit a Competitive Bid by [Date]/[Time].(1) Your Competitive Bid must comply
with subsection 2.3(b) of the Credit Agreement and the terms set forth below on
which the Competitive Bid Request was made:

Date of Competitive Bid Borrowing

Principal Amount of Competitive Bid Borrowing __________

Interest rate basis

Interest Period and the last
day thereof

----------
(1)   The Competitive Bid must be received by the Administrative Agent (i) in
      the case of Eurodollar Loans, 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 Fixed Rate Loans, not later than 9:30 a.m., New York
      City time, on the Business Day of a proposed Competitive Bid Borrowing.


<PAGE>

                                                                       EXHIBIT I

                             FORM OF COMPETITIVE BID

Citibank, N.A.,
  as Administrative Agent
2 Penns Way, Suite 200
New Castle, DE 19720

                              [_____] [__], 200[_]

Ladies and Gentlemen:

      Pursuant to subsection 2.3(b) of the 5-Year Credit Agreement, dated as of
[___________], 2006, (the "Credit Agreement"), among CIT Group Inc. (the
"Company"), the Banks parties thereto and Citibank, N.A., as Administrative
Agent, the undersigned hereby makes a Competitive Bid in response to the
Competitive Bid Request made by the Company on [Date], and in that connection
sets forth below the terms on which such Competitive Bid is made:

(A)   Principal Amount(1)                  ____________

(B)   Competitive Bid Rate(2)              ____________

(C)   Interest Period and last day thereof ____________

----------
(1)   Not less than $5,000,000 or greater than the requested Competitive Bid
      Borrowing and in integral multiples of $1,000,000. Multiple bids will be
      accepted by the Administrative Agent.

(2)   Eurodollar Rate + or - [___]%, in the case of Eurodollar Loans or [___]%,
      in the case of Fixed Rate Loans.

<PAGE>
                                                                               2

      The undersigned hereby confirms that it is prepared, subject to the
conditions set forth in the Credit Agreement, to extend credit to the Company
upon acceptance by the Company of this bid in accordance with subsection 2.3(d)
of the Credit Agreement.

      Terms defined in the Credit Agreement are used in this bid with their
defined meanings.

                                                         Very truly yours,

                                                         [NAME OF BANK],

                                                         By: ___________________
                                                             Name:
                                                             Title:

<PAGE>
                                                                               2


      Terms defined in the Credit Agreement are used in this bid with their
defined meanings.

                                                        Very truly yours,

                                                        CITIBANK, N.A.,
                                                         as Administrative Agent

                                                        By: ___________________
                                                            Name:
                                                            Title:



<PAGE>

                                                                       EXHIBIT J

                  FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

Citibank, N.A.,
  as Administrative Agent

2 Penns Way, Suite 200
New Castle, DE 19720
Attention: _________

                                    [_____] [__], 200[_]

Ladies and Gentlemen:

      Pursuant to subsection 2.3(c) of the 5-Year Credit Agreement, dated as of
[___________], 2006, (the "Credit Agreement"), among CIT Group Inc., the several
Banks parties thereto, Citigroup Global Markets Inc. and Barclays Capital, as
Joint Lead Arrangers, Barclays Bank PLC, as Syndication Agent, Bank of America,
N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, and Citibank,
N.A., as Administrative Agent, we have received a summary of bids in connection
with our Competitive Bid Request dated [__________] and in accordance with
subsection 2.3(d) of the Credit Agreement, we hereby accept the following bids
for maturity on [date]:

Principal Amount                        Fixed Rate/Margin             Bank

      $                                 [%]/ [Eurodollar
      $                                 Rate +/-    %]

      We hereby reject the following bids:

Principal Amount                        Fixed Rate/Margin             Bank

      $                                 [%]/ [Eurodollar
      $                                 Rate +/-    %]

      The $[    ] should be deposited in Citibank, N.A. account number [    ] on
[date].

<PAGE>
                                                                               2


         Terms defined in the Credit Agreement are used in this letter with
their defined meanings.

                                                       Very truly yours,

                                                       CIT GROUP INC.

                                                       By: _____________________
                                                           Name:
                                                           Title:


<PAGE>

                                                                       EXHIBIT K

                          FORM OF EXEMPTION CERTIFICATE

            Reference is made to the 5-Year Credit Agreement, dated as of
[____________], 2006 (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement") among CIT GROUP INC., a Delaware corporation
(the "Company"), the several banks and other financial institutions from time to
time parties thereto (the "Banks") and CITIBANK, N.A., a New York banking
corporation, as administrative agent for the Banks thereunder (in such capacity,
the "Administrative Agent"). Capitalized terms used herein that are not defined
herein shall have the meanings ascribed to them in the Credit Agreement.
[__________] (the "Non-U.S. Lender") is providing this certificate pursuant to
subsection 2.18(b) of the Credit Agreement. The Non-U.S. Lender hereby
represents and warrants that:

            1. The Non-U.S. Lender is the sole record and beneficial owner of
the Loans or the obligations evidenced by Note(s) in respect of which it is
providing this certificate.

            2. The Non-U.S. Lender is not a "bank" for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In
this regard, the Non-U.S. Lender further represents and warrants that:

            (a) the Non-U.S. Lender is not subject to regulatory or other legal
            requirements as a bank in any jurisdiction; and

            (b) the Non-U.S. Lender has not been treated as a bank for purposes
            of any tax, securities law or other filing or submission made to any
            Governmental Authority, any application made to a rating agency or
            qualification for any exemption from tax, securities law or other
            legal requirements;

            3. The Non-U.S. Lender is not a 10-percent shareholder of the
Company within the meaning of Section 881(c)(3)(B) of the Code; and

            4. The Non-U.S. Lender is not a controlled foreign corporation with
respect to which the Company is a related person within the meaning of Section
881(c)(3)(C) of the Code.

<PAGE>
                                                                               2

            IN WITNESS WHEREOF, the undersigned has duly executed this
certificate.

                                                     [NAME OF NON-U.S. LENDER]

                                                      By: ______________________
                                                          Name:
                                                          Title:
Date: ____________________