Exhibit 4.8

                                                                  Execution Copy

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                                 CIT GROUP INC.

                                   ----------

                                 $2,100,000,000

                             5-YEAR CREDIT AGREEMENT

                           Dated as of April 13, 2005

                                   ----------

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

     BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Bookrunner,

                                 CITIBANK, N.A.,
                             as Administrative Agent

              BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A.,
                              as Syndication Agents

                                       and

                                BARCLAYS BANK PLC
                             as 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.......................  15
         2.4.     Repayment of Loans; Evidence of Debt......................  17
         2.5.     Facility Fee; Administrative Agent's Fee..................  18
         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.......................  19
         2.10.    Applicable Interest Rate Margins, Facility Fee Rate
                    and Utilization Fee.....................................  19
         2.11.    Minimum Amounts of Tranches...............................  20
         2.12.    Interest Rates and Payment Dates..........................  20
         2.13.    Computation of Interest and Fees..........................  21
         2.14.    Inability to Determine Interest Rate......................  21
         2.15.    Pro Rata Treatment and Payments...........................  22
         2.16.    Illegality................................................  23
         2.17.    Requirements of Law.......................................  23
         2.18.    Taxes ....................................................  25
         2.19.    Indemnity.................................................  27
         2.20.    Actions of Banks..........................................  27
         2.21.    Lending Installations.....................................  28
         2.22.    Removal of Banks..........................................  28
         2.23.    Replacement of Banks......................................  28

SECTION 3.   REPRESENTATIONS AND WARRANTIES.................................  29

         3.1.     Financial Condition.......................................  29
         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..............................................  30
         3.6.     No Material Litigation....................................  30
         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....................................  31
         3.12.    Purpose of Loans..........................................  31

SECTION 4.   CONDITIONS PRECEDENT...........................................  31

         4.1.     Conditions to Initial Loans...............................  31
         4.2.     Conditions to Each Loan...................................  32

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

         5.1.     Financial Statements......................................  32
         5.2.     Payment of Obligations....................................  34
         5.3.     Conduct of Business and Maintenance of Existence..........  34
         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.............................................  36

         6.1.     Negative Pledge...........................................  36
         6.2.     Consolidations, Mergers and Sales of Assets...............  38
         6.3.     Net Worth.................................................  38

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

SECTION 8.   THE AGENTS.....................................................  41

         8.1.     Appointment...............................................  41
         8.2.     Delegation of Duties......................................  41
         8.3.     Exculpatory Provisions....................................  41
         8.4.     Reliance by Administrative Agent..........................  41
         8.5.     Notice of Default.........................................  42
         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..................................................  44

         9.1.     Amendments and Waivers....................................  44
         9.2.     Notices...................................................  44
         9.3.     No Waiver; Cumulative Remedies............................  45
         9.4.     Survival of Representations and Warranties................  46
         9.5.     Payment of Expenses and Taxes.............................  46
         9.6.     Successors and Assigns; Participations; Purchasing
                    Banks...................................................  46
         9.7.     Dissemination of Information; Confidentiality.............  49

                                       ii

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         9.8.     Adjustments...............................................  49
         9.9.     Counterparts..............................................  50
         9.10.    Severability..............................................  50
         9.11.    Integration...............................................  50
         9.12.    GOVERNING LAW.............................................  51
         9.13.    Submission To Jurisdiction; Waivers.......................  51
         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      Form of Opinion of Counsel to the Company
         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

                                      iii

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            5-YEAR CREDIT AGREEMENT, dated as of April 13, 2005, 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 BANC OF AMERICA SECURITIES, LLC,
acting as joint lead arrangers and bookrunners (in such capacity, the "Joint
Lead Arrangers"), BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as
syndication agents (in such capacities, the "Syndication Agents"), BARCLAYS BANK
PLC, as documentation agent (in such capacity, the "Documentation Agent") 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 $2,100,000,000 in senior
unsecured revolving credit facilities from the Banks for general corporate
purposes; and

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

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

                             SECTION 1. DEFINITIONS

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

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

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

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

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

            "Agents": the collective reference to the Administrative Agent, the
      Syndication Agents, the Documentation Agent 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
      preceding 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 (a) in excess of 33.3% but less than 66.7%
      or (b) equal to or greater than 66.7%, as the case may be, 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 (>
      33.3%)" or Utilization Fee (> 66.7%), as applicable, 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

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      liabilities consisting of or including (among other liabilities)
      three-month U.S. dollar 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.

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

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

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

            "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.

            "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) April 13, 2005, 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.

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

            "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.

            "Existing 364-Day Agreement": the 364-Day Credit Agreement, dated as
      of April 14, 2004, among the Company, the several banks and other
      financial institutions parties thereto, J.P. Morgan Securities Inc. and
      Banc of America Securities LLC, as joint lead arrangers, BofA and
      Citibank, as syndication agents, Barclays, as documentation agent and
      JPMorgan Chase Bank, as administrative agent, as amended, supplemented or
      otherwise modified from time to time.

            "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 June 30, 2005 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).

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

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      in addition, the date the Company converts any Loan into a Loan of a
      different Type or having a different Interest Period.

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

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

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

            (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.

            "JPMorgan Chase Bank": JPMorgan Chase Bank, N.A.

            "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).

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

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

            "Margin": as to any Eurodollar Competitive Bid Loan, the margin
      (expressed as a percentage rate per annum in the form of a decimal to no
      more than four decimal places) 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": BofA, Citibank, JPMorgan Chase Bank and Barclays.

<PAGE>
                                                                              10


            "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. "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

<PAGE>
                                                                              11


      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 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 Agents": as defined in the preamble hereto.

            "Termination Date": April 13, 2010.

            "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.

<PAGE>
                                                                              12


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

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

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

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

            2.1. Commitments. (a) Subject to the terms and conditions hereof,
each Bank severally agrees to make Revolving Credit Loans to the Company from
time to time during the Commitment Period in an aggregate principal amount at
any one time outstanding, which 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 $3,000,000,000. Such increase in the Aggregate
Commitment shall be effected as follows: the Company may (I) request one or more
of the Banks to increase the amount of its Commitment (which request shall be in
writing and sent to the Administrative Agent to forward to such Bank or Banks)
and/or (II) arrange for one or more banks or financial institutions not a party
hereto (an "Other Bank") to become parties to 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

<PAGE>
                                                                              13


without the prior written consent of such Bank, and the failure of any Bank to
respond to the Company's request for an increase shall be deemed a rejection by
such Bank of the Company's request. The Aggregate Commitment may not be
increased if, at the time of any proposed increase hereunder, a Default or Event
of Default has occurred and is continuing, or either of the Company's LT Ratings
from Moody's or S&P is less than A3 or A-, respectively. Upon any request by the
Company to increase the Aggregate Commitment hereunder, the Company shall be
deemed to have represented and warranted on and as of the date of such request
that no Default or Event of Default has occurred and is continuing.
Notwithstanding anything contained in this Agreement to the contrary, no Bank
shall have any obligation whatsoever to increase the amount of its Commitment,
and each Bank may, at its option, unconditionally and without cause, decline to
increase its Commitment.

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

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

<PAGE>
                                                                              14


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
(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 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

<PAGE>
                                                                              15


Agent shall make the funds so received from the Banks immediately available to
the Company at the Administrative Agent's aforesaid address or to an account
designated by the Company.

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

            (b) Each Bank may, in its sole 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

<PAGE>
                                                                              16


last day thereof. A Competitive Bid submitted by a Bank pursuant to this
paragraph (b) shall be irrevocable.

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

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

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

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

<PAGE>
                                                                              17


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

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

            2.4. Repayment of Loans; Evidence of Debt. (a) The Company
unconditionally promises to pay to the Administrative Agent for the account of
the relevant Bank (i) on the 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.

<PAGE>
                                                                              18


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

            2.6. Utilization Fee. If the average daily aggregate principal
amount of the Loans outstanding for the calendar quarter preceding a Fee Payment
Date (or such shorter period beginning with the date hereof or ending with the
Termination Date) is (i) in excess of 33.3% but less than 66.7% or (ii) equal to
or greater than 66.7%, as the case may be, 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

<PAGE>
                                                                              19


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 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).

<PAGE>
                                                                              20

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                                             Eurodollar      Utilization    Utilization
Pricing     LT Ratings          ST Ratings      Facility     Rate Loan       Fee (>         Fee (greater than
Level       S&P/Moody's         S&P/Moody's        Fee         Margin        33.3%)         = to 66.7%)
-------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>              <C>          <C>             <C>            <C>
   1        AA-/Aa3      and      A-1/P-1          5.0          15.0             5.0           10.0
   2        A+/A1        and      A-1/P-1          7.0          18.0             5.0           10.0
   3        A/A2         and      A-1/P-1          8.0          22.0             5.0           10.0
   4        A-/A3                   N/A            10.0         30.0             7.5           15.0
   5        BBB+/Baa1               N/A            12.5         37.5             7.5           15.0
   6        BBB/Baa2                N/A            17.5         55.0             7.5           15.0
   7        BBB-/Baa3               N/A            25.0         62.5            12.5           25.0
-------------------------------------------------------------------------------------------------------------
</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 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).

<PAGE>
                                                                              21


            (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 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

<PAGE>
                                                                              22


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 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 a Borrowing Date that such Bank will not make the
amount that would constitute its Commitment Percentage of the Borrowing on such
date available to the Administrative Agent, the Administrative Agent may assume
that such Bank has made such amount available to the Administrative Agent on
such Borrowing Date, and the Administrative Agent may, in reliance upon such
assumption, make available to the Company a corresponding amount. If such amount
is made available to the Administrative Agent on a date after such Borrowing
Date, such Bank shall pay to the Administrative Agent on demand an amount equal
to the product of (i) the daily average Federal funds rate during such period as
quoted by the Administrative Agent, times (ii) the amount of such Bank's
Commitment Percentage of such Borrowing, times (iii) a fraction the numerator of
which is the number of days that elapse from and including such Borrowing Date
to the date on which such Bank's Commitment Percentage

<PAGE>
                                                                              23


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.

            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

<PAGE>
                                                                              24


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

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

<PAGE>
                                                                              25


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 the Company under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Administrative Agent and each Bank,
taxes based on or measured by net income imposed on the Administrative Agent or
such Bank, as the case may be, as a result of a present or former connection
between the jurisdiction of the government or taxing authority imposing such tax
and the Administrative Agent or such Bank (excluding a connection arising solely
from the Administrative Agent or such Bank having executed, delivered or
performed its obligations or received a payment under, or enforced, this
Agreement) or any political subdivision or taxing authority thereof or therein
(all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions
and withholdings being hereinafter called "Taxes"). If any Taxes are required to
be withheld from any amounts payable to the Administrative Agent or any Bank
hereunder, the amounts so payable to the Administrative Agent or such Bank shall
be increased to the extent necessary to yield to the Administrative Agent or
such Bank (after payment of all Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement;
provided, however, that the Company shall not be required to increase any
amounts payable to any Non-U.S. Lender (as defined in subsection 2.18(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

<PAGE>
                                                                              26


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

<PAGE>
                                                                              27


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 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 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

<PAGE>
                                                                              28


material. In the event that such reasonable efforts are insufficient to avoid
all such illegality, all such events or circumstances or all amounts that might
be payable pursuant to subsection 2.17 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 $1,000,000,000 as a result of removal of one or more Banks from
this Agreement pursuant to this Section, (b) after giving effect to such
removal, no Bank shall have a Commitment hereunder which exceeds an amount equal
to 20% of the Aggregate Commitment and (c) a Bank may not be removed from this
Agreement at any time a Default or an Event of Default exists and remains
uncured or unwaived under this Agreement. If the Company elects to terminate the
Commitment of a Bank, it shall give not less than 30 days written notice to the
Administrative Agent and such Bank. On the effective date of such termination,
the Company shall pay to the Administrative Agent, for the account of such Bank,
in immediately available funds, an amount equal to all Loans and other amounts
(including accrued interest and fees) owing to such Bank plus the amounts, if
any, owing to such Bank under subsections 2.17, 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

<PAGE>
                                                                              29


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, 2004, 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 Subsidiaries as at such
date, and the consolidated results of their operations and their consolidated
cash flows for the fiscal year then ended. All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or Responsible Officer, as the case may
be, and as disclosed therein).

            3.2. No Change. Since December 31, 2004 and until the date of this
Agreement, except to the extent publicly disclosed on or prior to December 31,
2004 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
December 31, 2004 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

<PAGE>
                                                                              30


affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

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

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

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

<PAGE>
                                                                              31


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

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

                        SECTION 4. CONDITIONS PRECEDENT

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

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

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

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

            (d) Legal Opinions. The Administrative Agent shall have received,
with a counterpart for each Bank, (i) the executed legal opinion of the general
counsel of the Company, substantially in the form of Exhibit B-1, 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) Existing 364-Day Credit Agreement. The Existing 364-Day Credit
Agreement shall have been terminated and all amounts, if any, owing by the
Company thereunder shall have been paid in full.

            (g) Transfer Instructions. The Administrative Agent shall have
received written money transfer instructions addressed to the Administrative
Agent and signed by a duly

<PAGE>
                                                                              32


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, (ii) for changes in the Schedules hereto reflecting
transactions permitted by this Agreement and (iii) subsequent to the Closing
Date, for the representations and warranties contained in subsection 3.2.

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

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

Each Borrowing by the Company hereunder shall constitute a representation and
warranty by the Company as of the date of such Loan that the conditions
contained in this subsection 4.2 have been satisfied. It is understood and
agreed that conversions and continuations of Revolving Credit Loans pursuant to
subsection 2.9 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));

<PAGE>
                                                                              33


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

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

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

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

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

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.

<PAGE>
                                                                              34


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

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

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

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

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

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

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

<PAGE>
                                                                              35


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

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

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

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

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

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

<PAGE>
                                                                              36


                         SECTION 6. NEGATIVE COVENANTS

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

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

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

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

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

<PAGE>
                                                                              37


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

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

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

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

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

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

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

<PAGE>
                                                                              38


      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 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 accept a merger of any
other corporation or limited liability company into the Company or permit the
Company to be merged into any other corporation or limited liability company, 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

<PAGE>
                                                                              39


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

            (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)

<PAGE>
                                                                              40


the Company or any of its Significant Subsidiaries shall generally not, or shall
be unable to, or shall admit in writing its inability to, pay its debts as they
become due; or

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

<PAGE>
                                                                              41


                             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 Agents and the Documentation Agent, in their
respective capacities as such, shall not have any duties or responsibilities
hereunder nor any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Joint Lead Arrangers,
the Syndication Agents or the Documentation Agent 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,

<PAGE>
                                                                              42


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 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

<PAGE>
                                                                              43


obligation of the Company to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this Section (or, if indemnification is sought after the date upon which
the Commitment shall have terminated and the Loans shall have been paid in full,
ratably in accordance with their Commitment Percentages immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Loans and all other amounts owing
hereunder) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted by the Administrative Agent under or in connection
with any of the foregoing; provided that no Bank shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this subsection shall survive the payment of the Loans and all other amounts
payable hereunder.

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

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

<PAGE>
                                                                              44


                            SECTION 9. MISCELLANEOUS

            9.1. Amendments and Waivers. Neither this Agreement, nor any terms
hereof or thereof may be amended, supplemented or modified except in accordance
with the provisions of this subsection. With the written consent of the Required
Banks, the Administrative Agent and the Company may, from time to time, enter
into written amendments, supplements or modifications hereto for the purpose of
adding any provisions to this Agreement or adding any financial institution
(other than as provided for herein) as a Bank hereunder (thereby increasing the
Aggregate Commitment) or changing in any manner the rights of the Banks or of
the Company hereunder or thereunder or waiving, on such terms and conditions as
the Administrative Agent may specify in such instrument, any of the requirements
of this Agreement or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (a) reduce the amount or extend the maturity of any Loan or
any installment thereof, or reduce the rate of interest (other than default
interest rates) thereon or extend the time of payment of interest or fees
thereon, or reduce any fee payable to any Bank hereunder, or change the amount
of any Bank's Commitment, in each case without the written consent of the Bank
affected thereby, or (b) amend, modify or waive any provision of subsection
2.1(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 Agents or the Documentation Agent in any other provision of this
Agreement which alters the duties or obligations of the Administrative Agent,
the Syndication Agents or the Documentation Agent without the written consent of
the then Administrative Agent, the Syndication Agents or the Documentation
Agent, 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

<PAGE>
                                                                              45


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
                               Attn:  Bank Loan Syndications
                               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

<PAGE>
                                                                              46


privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

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

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

<PAGE>
                                                                              47


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 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

<PAGE>
                                                                              48


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 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).

<PAGE>
                                                                              49


            (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 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

<PAGE>
                                                                              50


proceedings of the nature referred to in Section 7(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Bank, if any, in respect of such other Bank's Loans, or interest thereon, such
benefitted Bank shall purchase for cash from the other Banks such portion of
each such other Bank's Loan, or shall provide such other Banks with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefitted Bank to share the excess payment or benefits of such collateral
or proceeds ratably with each of the Banks; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from such
benefitted Bank, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.
Notwithstanding anything contained in this Agreement to the contrary, this
subsection 9.8 shall only be applicable to (i) payments received by a Bank in
respect of the obligations of the Company under this Agreement and (ii)
collateral received from the Company, if any, to secure obligations of the
Company under this Agreement.

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

<PAGE>
                                                                              51


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

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

            (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any
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>
                                                                               2


      Signature page to the 5-Year Credit Agreement, dated as of April 13, 2005
among CIT Group Inc., the banks parties thereto, Citigroup Global Markets Inc.
and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of America,
N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays Bank PLC, as
Documentation Agent, 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>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

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

                                             By: /s/ Stella McCaffrey
                                                 -------------------------------
                                                 Name: STELLA McCAFFREY
                                                 Title: Vice President
                                                        Citibank, N.A.
                                                        388G/22
                                                        212-816-3862

                                             CITIGROUP GLOBAL MARKETS, as Joint
                                             Lead Arranger

                                             By: /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                 Name:  [ILLEGIBLE]
                                                 Title: Managing Director

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

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

                                             By: /s/ Elizabeth Kurilecz
                                                 -------------------------------
                                                 Name: Elizabeth Kurilecz
                                                 Title: Senior Vice President

                                             BANC OF AMERICA SECURITIES LLC, as
                                             Joint Lead Arranger

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

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

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

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

                                             BANK OF AMERICA SECURITIES LLC,
                                             as Joint Lead Arranger

                                             By: /s/ Stacy G. Gee
                                                 -------------------------------
                                                 Name: Stacy G. Gee
                                                 Title: Vice President

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             JPMORGAN CHASE BANK, N.A., as
                                             Syndication Agent and as a Bank

                                             By: /s/ Christine Herrick
                                                 -------------------------------
                                                 Name: CHRISTINE HERRICK
                                                 Title: VICE PRESIDENT
                                                        JPMORGAN CHASE BANK

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             BARCLAYS BANK PLC, as
                                             Documentation Agent and as a Bank

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

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank:

                                             MERRILL LYNCH BANK USA

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

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Royal Bank of Canada

                                             By: /s/ Howard Lee
                                                 -------------------------------
                                                 Name: Howard Lee
                                                 Title: Authorized Signatory
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             BEAR STEARNS CORPORATE LENDING INC.

                                             By: /s/ Bram Smith
                                                 -------------------------------
                                                 Name: Bram Smith
                                                 Title: Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             THE ROYAL BANK OF SCOTLAND PLC
                                             By: Greenwich Capital Markets,
                                                 Inc., as agent for The Royal
                                                 Bank of Scotland plc

                                             By: /s/ Angela Reilly
                                                 -------------------------------
                                                 Name: Angela Reilly
                                                 Title: Senior Vice President

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             CREDIT SUISSE FIRST BOSTON,
                                             ACTING THROUGH ITS CAYMAN
                                             ISLANDS BRANCH,

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

                                             By: /s/ Karim Blasetti
                                                 -------------------------------
                                                 Name: Karim Blasetti
                                                 Title: Associate
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: ABN AMRO Bank N.V.

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

                                             By: /s/ Michael DeMarco
                                                 -------------------------------
                                                 Name: Michael DeMarco
                                                 Title: Assistant Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             BNP Paribas:

                                             By: /s/ Marguerite L. [ILLEGIBLE]
                                                 -------------------------------
                                                 Name: MARGUERITE L. [ILLEGIBLE]
                                                 Title: Vice President

                                             BNP Paribas

                                             By: /s/ Veronique Marcus
                                                 -------------------------------
                                                 Name: Veronique Marcus
                                                 Title: Director
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Bank of Tokyo-Mitsubishi
                                             Trust Company

                                             By: /s/ Lillian Kim
                                                 -------------------------------
                                                 Name: Lillian Kim
                                                 Title: Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: DEUTSCHE BANK AG
                                                           NEW YORK BRANCH

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

                                             By: /s/ Richard Herder
                                                 -------------------------------
                                                 Name: Richard Herder
                                                 Title: Managing Director
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

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

                                             By: /s/ Paul Lopez
                                                 -------------------------------
                                                 Name: Paul Lopez
                                                 Title: Senior Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: LEHMAN BROTHERS BANK,
                                                           FSB

                                             By: /s/ Gary T. Taylor
                                                 -------------------------------
                                                 Name: Gary T. Taylor
                                                 Title: Senior Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Societe General

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

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             UBS LOAN FINANCE LLC

                                             By: /s/ Edward Cripps
                                                 -------------------------------
                                                     Edward Cripps
                                                     Director
                                                     Banking Products
                                                     Services, US

                                             By: /s/ Marie A. Haddad
                                                 -------------------------------
                                                     Marie A. Haddad
                                                     Associate Director
                                                     Banking Products
                                                     Services, US
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Wachovia Bank, National Association

                                             By: /s/ Grainne Pergolini
                                                 -------------------------------
                                                 Name: Grainne Pergolini
                                                 Title: Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Morgan Stanley Bank

                                             By: /s/ Daniel Twenge
                                                 -------------------------------
                                                 Name: Daniel Twenge
                                                 Title: Vice President
                                                        Morgan Stanley Bank

<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             CIBC INC.

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

                                             CIBC World Markets Corp., as Agent
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             SUMITOMO MITSUI BANKING
                                             CORPORATION

                                             By: /s/ Yoshihiro Hyakutome
                                                 -------------------------------
                                                 Name: Yoshihiro Hyakutome
                                                 Title: Deputy General Manager
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             WILLIAM STREET COMMITMENT
                                             CORPORATION (Recourse only to
                                             assets of William Street Commitment
                                             Corporation)

                                             By: /s/ Manda D'Agata
                                                 -------------------------------
                                                 Name: Manda D'Agata
                                                 Title: Assistant Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Bank of Montreal

                                             By: /s/ Bruce A. Pietka
                                                 -------------------------------
                                                 Bruce A. Pietka
                                                 Vice President,
                                                 BMO Nesbitt Burns
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: The Bank of
                                                           Nova Scotia

                                             By: /s/ Todd Meller
                                                 -------------------------------
                                                 Name: Todd Meller
                                                 Title: Managing Director
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             National Australia Bank Limited

                                             By: /s/ Michael McHugh
                                                 -------------------------------
                                                 Name: Michael McHugh
                                                 Title: Senior Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Mizuho Corporate Bank, Ltd.

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

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Lloyds TSB Bank Plc

                                             By: /s/ Jason Eperon
                                                 -------------------------------
                                                 Name: Jason Eperon
                                                 Title: AVP

                                             By: /s/ Candi Obrentz
                                                 -------------------------------
                                                 Name: CANDI OBRENTZ
                                                 Title: AVP FINANCIAL
                                                        INSTITUTIONS-CIB
                                                        00113
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             The Bank of New York

                                             By: /s/ Ernest Fung
                                                 -------------------------------
                                                 Ernest Fung
                                                 Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Banco Bilbao
                                                           Vizcaya Argentaria

                                             By: /s/ Hector O. Villegas
                                                 -------------------------------
                                                 Name: HECTOR O. VILLEGAS
                                                 Title: Vice President
                                                        Global Corporate Banking

                                             By: /s/ Santiago Hernandez
                                                 -------------------------------
                                                 Name: SANTIAGO HERNANDEZ
                                                 Title: VICE PRESIDENT
                                                        GLOBAL CORPORATE BANKING
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: Standard Chartered
                                                           Bank

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

                                             By: /s/ Robert Reddington
                                                 -------------------------------
                                                 Name: Robert Reddington
                                                 Title: Assistant Vice President
<PAGE>

            Signature page to the 5-Year Credit Agreement, dated as of April 13,
2005 among CIT Group Inc., the banks parties thereto, Citigroup Global Markets
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays
Bank PLC, as Documentation Agent, and Citibank, N.A., as Administrative Agent.

                                             Name of Bank: UFJ Bank Limited

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


<PAGE>

                                                  SCHEDULE I
                                                  to the 5 Year Credit Agreement

                        COMMITMENTS AND BANK INFORMATION

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

            Lender                                                  Commitment
--------------------------------------------------------------------------------
Merrill Lynch & Co.                                                $122,500,000
15 W. South Temple, Suite 300
Salt Lake City, UT 84101

Attn: David Millett
Phone: 801-526-8312
Fax: 801-933-8641
--------------------------------------------------------------------------------
Royal Bank of Canada
One Liberty Plaza, 4th Floor

New York, NY 10006                                                 $110,000,000

Attn: Patrick Shields
Phone: 212-428-2322
Fax: 212-428-6459
--------------------------------------------------------------------------------
Bear Stearns Corporate Lending Inc.                                $100,000,000
383 Madison Avenue, 8th Floor
New York, NY 10179

Attn: Randall Trombley
Phone: 212-272-8871
Fax: 212-272-9184
--------------------------------------------------------------------------------
Bank of America, N.A.                                               $95,000,000
1850 Gateway Boulevard
Concord, CA 94520

Attn: Anna Marie Finn
Phone: 925-675-8312
Fax: 888-969-9238
--------------------------------------------------------------------------------
Citibank, N.A.                                                      $95,000,000
383 Greenwich St., 23rd Floor
New York, NY 10013

Attn: Robert Goldstein
Phone: 212-816-3776
Fax: 212-816-4143
--------------------------------------------------------------------------------


<PAGE>

                                                  SCHEDULE I
                                                  to the 5 Year Credit Agreement

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

            Lender                                                  Commitment
-------------------------------------------------------------------------------
Royal Bank of Scotland plc                                         $87,500,000
600 Steamboat Road
Greenwich, CT 06830

Attn: Angela Reilly
Phone: 203-618-6759
Fax: 203-422-4778
--------------------------------------------------------------------------------
Barclays Bank plc
200 Park Avenue                                                     $80,000,000
New York, NY 10166

Attn: Alison McGuigan
Phone: 212-412-7672
Fax: 212-412-5610
--------------------------------------------------------------------------------
JPMorgan Chase Bank, N.A.                                           $80,000,000
270 Park Avenue, 22nd Floor
New York, NY 10017

Attn: Christine Herrick
Phone: 212-270-9747
Fax: 212-270-1511
--------------------------------------------------------------------------------
Credit Suisse First Boston                                          $77,500,000
1 Madison Avenue
New York, NY 10010

Attn: Jennifer Goh
Phone: 212-538-9860
Fax: 212-538-9884
--------------------------------------------------------------------------------
ABN Amro Bank N.V.                                                  $75,000,000
55 East 52nd Street
New York, NY 10055

Attn: Neil Stein
Phone: 212-409-1489
Fax: 212-409-1718
--------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor
New York, NY 10020

Attn: Lillian Kim
Phone: 212-782-4225
Fax: 212-782-6440
--------------------------------------------------------------------------------
BNP Paribas                                                          $75,000,000
787 7th Avenue
New York, NY 10019

Attn: Marguerite Lebon
Phone: 212-841-2906
Fax: 212-841-2533


<PAGE>

                                                  SCHEDULE I
                                                  to the 5 Year Credit Agreement

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

            Lender                                                  Commitment
--------------------------------------------------------------------------------
Deutsche Bank AG                                                    $75,000,000
60 Wall Street, Mail Stop NYC60-2509
New York, NY 10005

Attn: Gayma Shivnarain
Phone: 212-250-8551
Fax: 212-797-0273
--------------------------------------------------------------------------------
HSBC Bank USA                                                       $75,000,000
452 5th Avenue
New York, NY 10018

Attn: Paul Lopez
Phone: 212-525-6662
Fax: 212-525-2479
--------------------------------------------------------------------------------
Lehman Brothers Bank, FSB
745 7th Avenue, 7th Floor
New York, NY 10019                                                  $75,000,000

Attn: Janine Shugan
Phone: 212-526-8625
Fax: 212-520-0139
--------------------------------------------------------------------------------
Societe Generale                                                    $75,000,000
1221 Avenue of the Americas
New York, NY 10020

Attn: Charles Fischer
Phone: 212-278-6239
Fax: 212-278-7569
--------------------------------------------------------------------------------
UBS AG                                                              $75,000,000
677 Washington Boulevard
Stamford, CT 06901

Attn: Richard Graf
Phone: 203-719-3093
Fax: 203-719-3129
--------------------------------------------------------------------------------
Wachovia Bank, NA                                                   $75,000,000
1339 Chestnut Street, 3rd Floor
Philadelphia, PA 19107

Attn: Grainne Pergolini
Phone: 267-321-6205
Fax: 267-321-7101
--------------------------------------------------------------------------------


<PAGE>

                                                  SCHEDULE I
                                                  to the 5 Year Credit Agreement

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

            Lender                                                  Commitment
--------------------------------------------------------------------------------
Morgan Stanley Bank                                                 $67,500,000
1633 Broadway, 25th Floor
New York, NY 10019

Attn: Erma Dell/Aquila / Edward Henley
Phone: 212-537-1532 / 2484
Fax: 212-537-1867 1866
--------------------------------------------------------------------------------
CIBC Inc.                                                           $62,500,000
300 Madison Avenue
New York, NY 10017

Attn: Dom Sorresso
Phone: 212-856-4133
Fax: 212-856-3761
--------------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation                                 $60,000,000
277 Park Avenue
New York, NY 10172

Attn: Nadine Burnett
Phone: 212-224-4132
Fax: 212-224-4384
--------------------------------------------------------------------------------
William Street Commitment Corporation                               $52,500,000
85 Broad Street, 6th Floor
New York, NY 10004

Attn: Philip F. Green
Phone: 212-357-7570
Fax: 212-256-4855
--------------------------------------------------------------------------------
Bank of Montreal                                                    $50,000,000
1 First Canadian Place,
P.O. Box 150 Toronto, Ontario M5X1H3

Attn: John Coke
Phone: 416-359-6903
Fax: 416-359-7796
--------------------------------------------------------------------------------
Bank of Nova Scotia                                                 $50,000,000
1 Liberty Plaza, 26th Floor
New York, NY 10006

Attn: David Schwartzbard
Phone: 212-225-5221
Fax: 212-225-5145
--------------------------------------------------------------------------------


<PAGE>

                                                  SCHEDULE I
                                                  to the 5 Year Credit Agreement

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

            Lender                                                  Commitment
--------------------------------------------------------------------------------
National Australia Bank Limited                                     $50,000,000
245 Park Avenue, 28th Floor
New York, NY 10167

Attn: Mike McHugh
Phone: 212-916-9559
Fax: 212-983-7360
--------------------------------------------------------------------------------
Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas

New York, NY 10020                                                  $47,500,000

Attn: David E. Lim
Phone: 212-282-3359
Fax: 212-282-4488
--------------------------------------------------------------------------------
Lloyds TSB Bank plc                                                 $37,500,000
1251 Avenue of the Americas, 39th Floor
New York, NY 10020

Attn: Jason Eperon
Phone: 212-930-5031
Fax: 212-930-5098
--------------------------------------------------------------------------------
The Bank of New York                                                $30,000,000
1 Wall Street, 21st Floor
New York, NY 10286

Attn: Ernest Fung
Phone: 212-635-6805
Fax: 212-635-7970
--------------------------------------------------------------------------------
Banco Bilbao Vizcaya Argentina                                      $25,000,000
1345 Avenue of the Americas, 45th Floor
New York, NY 10105

Attn: Hector Villegas
Phone: 212-728-1513
Fax: 212-333-2904
--------------------------------------------------------------------------------
Standard Chartered Bank                                             $25,000,000
1 Madison Avenue
New York, NY 10010

Attn: James Conti
Phone: 212-667-0644
Fax: 212-667-0273
--------------------------------------------------------------------------------


<PAGE>

                                                  SCHEDULE I
                                                  to the 5 Year Credit Agreement

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

            Lender                                                  Commitment
--------------------------------------------------------------------------------
UFJ Bank Ltd.                                                       $20,000,000
55 East 52nd Street
New York, NY 10055

Attn: Gary Weiss
Phone: 212-339-6207
Fax: 212-754-1304
--------------------------------------------------------------------------------
                                                                 $2,100,000,000
TOTAL:
================================================================================


<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 April 13, 2005 (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 Banc of America Securities
LLC, as Joint Lead Arrangers, JPMorgan Chase Bank, N.A. and Bank of America,
N.A., as Syndication Agents, Barclays Bank Plc, as Documentation Agent, 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 April 13, 2005, among the
Company, the several Banks parties thereto, Citigroup Global Markets, Inc. and
Banc of America Securities LLC, as Joint Lead Arrangers, JPMorgan Chase Bank,
N.A. and Bank of America, N.A., as Syndication Agents, Barclays Bank Plc, as
Documentation Agent, 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

                    FORM OF OPINION OF COUNSEL TO THE COMPANY

                                                                  April 13, 2005


Each of the Banks listed on Schedule A attached

Ladies and Gentlemen:

            I am the Senior Vice President, Associate General Counsel and
Assistant Secretary 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 April 13, 2005 among the Company,
the several Banks parties thereto, Citigroup Global Markets Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers, Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as Syndication Agents, Barclays Bank Plc, as
Documentation Agent, and Citibank, N.A., as Administrative Agent (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 as well as originals, or copies
certified or otherwise identified to my 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 certificates of public officials and 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 that on behalf of the Company on the Credit Agreement), (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 of all
documents submitted to me as originals and (v) the conformity to the original of
all copies submitted to me as telecopies, photocopies or conformed copies. Any
reference in any opinion herein to "my knowledge" 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.

            Based upon the foregoing, it is my opinion that:

            1. The Company and each Significant Subsidiary are validly existing
and in good standing under the laws of their respective states of incorporation
and have all requisite power and authority to conduct the businesses in which
they are currently engaged, and the Company has all the corporate power and
authority to make, 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.

<PAGE>
                                                                               2


            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) require any consent of the Company's shareholders;

                        (b) violate (i) any law, rule or regulation binding on
            the Company or its Significant Subsidiaries, (ii) any order, writ,
            judgment, injunction, decree or award binding on the Company or any
            Significant Subsidiary of which I have knowledge, (iii) the
            Company's or any Significant Subsidiary's certificate of
            incorporation or by-laws or (iv) material provisions of any
            indenture, material instrument or material agreement binding upon
            the Company or any Significant Subsidiary of which I have knowledge;
            or

                        (c) result in, or require, the creation or imposition of
            any Lien on any material properties or revenues of the Company or
            any Significant Subsidiary pursuant to (1) any law, rule or
            regulation binding on the Company or any Significant Subsidiary, or,
            to my knowledge, any order, writ, judgment, injunction, decree or
            award binding on the Company or any Significant Subsidiary, or (2)
            any material provisions of any indenture, material instrument or
            material agreement binding upon the Company or any Significant
            Subsidiary of which I have knowledge.

            3. The Credit Agreement (i) has been duly executed and delivered by
the Company and (ii) 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
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

            4. No approval, authorization, consent, adjudication or order of any
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.

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

            The foregoing opinion is given on 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 opinion.

            No opinion is expressed herein in respect of any laws other than the
laws of the State of New York, the federal laws of the United States and the
Delaware General Corporation Law.

<PAGE>
                                                                               3


            No opinion is expressed herein regarding the validity, binding
effect or enforceability of any provision in the Credit Agreement relating to:
(i) the subject matter jurisdiction of a Federal court to consider any dispute
arising out of the Credit Agreement; or (ii) indemnification or contribution to
the extent limited by public policy.

            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.
I do not undertake to update, revise or supplement any opinion or statement
herein for any reason whatsoever.

                                         Very truly yours,

                                         ________________________________
                                         Senior Vice President, Associate
                                         General Counsel and Assistant Secretary


<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 April 13, 2005, among CIT Group Inc., a Delaware corporation (the
"Company"), the Transferor Bank and the several Banks parties thereto, Citigroup
Global Markets Inc. and Banc of America Securities LLC, as Joint Lead Arrangers,
JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Syndication Agents,
Barclays Bank Plc, as Documentation Agent, 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.

            6. 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.

            7. 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.

            8. 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.

            9. 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.

            10. 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.

            11. 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.

            12. 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.

            13. 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.

            14. 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 April 13,
                  2005 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 April 13, 2005 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.

            IN WITNESS WHEREOF, I have hereunto set my hand this [__] day of
April, 2005.

                                                   _____________________________
                                                   [Name]
                                                   Executive Vice President and
                                                   Treasurer


<PAGE>

                                                                     EXHIBIT D-2

                        FORM OF SECRETARY'S CERTIFICATE

            Pursuant to subsections 4.1(b) and 4.1(c) of the 5-Year Credit
Agreement, dated as of April 13, 2005, 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 Senior Vice President, Associate General Counsel and 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. Attached hereto as Exhibit A is a true and complete copy of the
Second Restated Certificate of Incorporation of the Company, certified by the
Secretary of State of the State of Delaware, as in full force and effect at all
times since July 30, 2003, to and including the date hereof;

            2. No amendment or other document modifying or supplementing the
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 or in
contemplation of the liquidation or dissolution of the Company;

            3. Attached hereto as Exhibit B is a true and complete copy of the
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 Exhibit C are true copies of resolutions duly
adopted by the Board of Directors of the Company by unanimous written consent on
[__________], and such resolutions have not been amended, modified, or rescinded
and remain in full force and effect.

<PAGE>
                                                                               2


            IN WITNESS WHEREOF, I have hereunto set my hand this [__] day of
April, 2005.

                                                   _____________________________
                                                   [Name]
                                                   Senior Vice President,
                                                   Associate General Counsel and
                                                   Assistant Secretary


<PAGE>

                                                                       EXHIBIT E

                         FORM OF INCUMBENCY CERTIFICATE

            The undersigned hereby certifies that he is the duly elected,
qualified and acting 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

________________         ____________________           ____________________

________________         ____________________           ____________________

            IN WITNESS WHEREOF, I have hereunto set by hand as such Secretary
and affix the seal of the Company as of the [__] day of April, 2005.

                                                     ____________________
                                                     Secretary

            I, [__________],[__________] of the Company do hereby certify that
[__________] is the duly qualified, acting and elected 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
April, 2005.

                                                     ____________________
                                                     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
April 13, 2005, (the "Credit Agreement"), among CIT Group Inc. (the "Company"),
the banks and other financial institutions parties thereto (the "Banks"),
Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Syndication
Agents, Barclays Bank Plc, as Documentation Agent, 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
April 13, 2005, (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
April 13, 2005, (the "Credit Agreement"), among CIT Group Inc. (the "Company"),
the several Banks parties thereto, Citigroup Global Markets Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers, JPMorgan Chase Bank, N.A. and
Bank of America, N.A., as Syndication Agents, Barclays Bank Plc, as
Documentation Agent, 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>
                                                                               2


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

                                                       Very truly yours,

                                                       CITIBANK, N.A.,
                                                        as Administrative Agent

                                                       By: _____________________
                                                           Name:
                                                           Title:


<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
April 13, 2005, (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>

                                                                       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
April 13, 2005, (the "Credit Agreement"), among CIT Group Inc., the several
Banks parties thereto, Citigroup Global Markets Inc. and Banc of America
Securities LLC, as Joint Lead Arrangers, JPMorgan Chase Bank, N.A. and Bank of
America, N.A., as Syndication Agents, Barclays Bank Plc, as Documentation Agent,
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 April
13, 2005 (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: ____________________