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                           REVOLVING CREDIT AGREEMENT


                          DATED AS OF DECEMBER 6, 2002

                                     BETWEEN

                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE
                               UNDER THE INDENTURE

                                   AS BORROWER

                                       AND

                      MORGAN STANLEY CAPITAL SERVICES INC.

                              AS LIQUIDITY PROVIDER




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                                   RELATING TO

                              CONTINENTAL AIRLINES
                           FLOATING RATE SECURED NOTES
                                    DUE 2007

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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I  DEFINITIONS.........................................................1
     Section 1.01.  Certain Defined Terms......................................1

ARTICLE II  AMOUNT AND TERMS OF THE COMMITMENT.................................7
     Section 2.01.  The Advances...............................................7
     Section 2.02.  Making the Advances........................................7
     Section 2.03.  Fees.......................................................9
     Section 2.04.  Reduction or Termination of the Maximum Commitment.........9
     Section 2.05.  Repayments of Interest Advances or the Final Advance.......9
     Section 2.06.  Repayments of Provider Advances...........................10
     Section 2.07.  Payments to the Liquidity Provider Under the Indenture....11
     Section 2.08.  Book Entries..............................................11
     Section 2.09.  Payments from Available Funds Only........................11
     Section 2.10.  Extension of the Expiry Date; Non-Extension Advance.......11

ARTICLE III  OBLIGATIONS OF THE BORROWER......................................12
     Section 3.01.  Increased Costs...........................................12
     Section 3.02.  Capital Adequacy..........................................13
     Section 3.03.  Payments Free of Deductions...............................13
     Section 3.04.  Payments..................................................14
     Section 3.05.  Computations..............................................14
     Section 3.06.  Payment on Non-Business Days..............................14
     Section 3.07.  Interest..................................................15
     Section 3.08.  Replacement of Borrower...................................16
     Section 3.09.  Funding Loss Indemnification..............................16
     Section 3.10.  Illegality................................................16

ARTICLE IV  CONDITIONS PRECEDENT..............................................17
     Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01.....17
     Section 4.02.  Conditions Precedent to Borrowing.........................19

ARTICLE V  COVENANTS..........................................................19
     Section 5.01.  Affirmative Covenants of the Borrower.....................19
     Section 5.02.  Negative Covenants of the Borrower........................20

ARTICLE VI  LIQUIDITY EVENTS OF DEFAULT; LIQUIDITY PROVIDER REIMBURSEMENT
            DATE..............................................................20
     Section 6.01.  Liquidity Events of Default...............................20
     Section 6.02.  Liquidity Provider Reimbursement Date.....................20

ARTICLE VII  MISCELLANEOUS....................................................20
     Section 7.01.  Amendments, Etc...........................................20

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                                                                            PAGE

     Section 7.02.  Notices, Etc..............................................21
     Section 7.03.  No Waiver; Remedies.......................................22
     Section 7.04.  Further Assurances........................................22
     Section 7.05.  Indemnification; Survival of Certain Provisions...........22
     Section 7.06.  Liability of the Liquidity Provider.......................22
     Section 7.07.  Costs, Expenses and Taxes.................................23
     Section 7.08.  Binding Effect; Participations............................23
     Section 7.09.  Severability..............................................25
     Section 7.10.  GOVERNING LAW.............................................25
     Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; Waiver
                    of Immunity...............................................25
     Section 7.12.  Execution in Counterparts.................................26
     Section 7.13.  Entirety..................................................26
     Section 7.14.  Headings..................................................26
     Section 7.15.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES..........26


ANNEX I                  Interest Advance Notice of Borrowing

ANNEX II                 Non-Extension Advance Notice of Borrowing

ANNEX III                Downgrade Advance Notice of Borrowing

ANNEX IV                 Final Advance Notice of Borrowing

ANNEX V                  Notice of Termination

ANNEX VI                 Notice of Replacement Trustee

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                           REVOLVING CREDIT AGREEMENT

          This REVOLVING CREDIT AGREEMENT (this "Agreement") dated as of
December 6, 2002, between WILMINGTON TRUST COMPANY, a Delaware banking
corporation, not in its individual capacity but solely as Trustee under the
Indenture (each as defined below) (the "BORROWER"), and MORGAN STANLEY CAPITAL
SERVICES INC., a corporation organized under the laws of the State of Delaware
(the "LIQUIDITY PROVIDER").



                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS, pursuant to the Indenture (such term and all other
capitalized terms used in these recitals having the meanings set forth or
referred to in Section 1.01), the Company is issuing the Securities; and

          WHEREAS, the Borrower, in order to support the timely payment of a
portion of the interest on the Securities in accordance with their terms, has
requested the Liquidity Provider to enter into this Agreement, providing in part
for the Borrower to request in specified circumstances that Advances be made
hereunder.

          WHEREAS, the Liquidity Provider has requested Morgan Stanley (the
"GUARANTOR") to enter into a Guarantee Agreement, providing for the full and
unconditional guarantee of the Liquidity Provider's obligations under this
Agreement (the "GUARANTEE AGREEMENT").

          NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01. Certain Defined Terms. (a) DEFINITIONS. As used in this
Agreement and unless otherwise expressly indicated, or unless the context
clearly requires otherwise, the following capitalized terms shall have the
following respective meanings for all purposes of this Agreement:

          "ADDITIONAL COST" has the meaning assigned to such term in Section
     3.01.

          "ADVANCE" means an Interest Advance, a Final Advance, a Provider
     Advance or an Applied Provider Advance, as the case may be.

          "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in
     Section 3.07(g).

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          "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or
     Applied Provider Advance, 2.00% per annum, or (y) with respect to any
     Unapplied Provider Advance, the rate per annum specified in the Fee Letter.

          "APPLIED DOWNGRADE ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "APPLIED NON-EXTENSION ADVANCE" has the meaning assigned to such term
     in Section 2.06(a).

          "APPLIED PROVIDER ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time, which rate per annum shall at all times be equal to (a) 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 next
     preceding Business Day) by the Federal Reserve Bank of New York, or if such
     rate is not so published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received by the Liquidity
     Provider from three Federal funds brokers of recognized standing selected
     by it, plus (b) one-quarter of one percent (1/4 of 1%).

          "BASE RATE ADVANCE" means an Advance that bears interest at a rate
     based upon the Base Rate.

          "BORROWER" has the meaning assigned to such term in the recital of
     parties to this Agreement.

          "BORROWING" means the making of Advances requested by delivery of a
     Notice of Borrowing.

          "BUSINESS DAY" means any day other than a Saturday or Sunday or a day
     on which commercial banks are required or authorized to close in Houston,
     Texas, New York, New York or, so long as any Security is outstanding, the
     city and state in which the Borrower maintains its Corporate Trust Office
     or receives or disburses funds, and, if the applicable Business Day relates
     to any Advance or other amount bearing interest based on the LIBOR Rate, on
     which dealings are carried on in the London interbank market.

          "CAPPED INTEREST RATE" means a rate per annum equal to 12%.

          "COMPANY" means Continental Airlines, Inc., a Delaware corporation,
     and its successors and permitted assigns.

          "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c).

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          "EFFECTIVE DATE" has the meaning specified in Section 4.01. The
     delivery of the certificate of the Liquidity Provider contemplated by
     Section 4.01(e) shall be conclusive evidence that the Effective Date has
     occurred.

          "EXCLUDED TAXES" means (i) taxes imposed on the overall net income of
     the Liquidity Provider or of its Facility Office by the jurisdiction where
     such Liquidity Provider's principal office or such Facility Office is
     located, and (ii) Excluded Withholding Taxes.

          "EXCLUDED WITHHOLDING TAXES" means (i) withholding Taxes imposed by
     the United States except (but only in the case of a successor Liquidity
     Provider organized under the laws of a jurisdiction outside the United
     States) to the extent that such United States withholding Taxes are imposed
     or increased as a result of any change in applicable law (excluding from
     change in applicable law for this purpose a change in an applicable treaty
     or other change in law affecting the applicability of a treaty) after the
     date hereof, or in the case of a successor Liquidity Provider (including a
     transferee of an Advance) or Facility Office, after the date on which such
     successor Liquidity Provider obtains its interest or on which the Facility
     Office is changed, and (ii) any withholding Taxes imposed by the United
     States which are imposed or increased as a result of the Liquidity Provider
     failing to deliver to the Borrower any certificate or document (which
     certificate or document in the good faith judgment of the Liquidity
     Provider it is legally entitled to provide) which is reasonably requested
     by the Borrower to establish that payments under this Agreement are exempt
     from (or entitled to a reduced rate of) withholding Tax.

          "EXPENSES" means liabilities, obligations, damages, settlements,
     penalties, claims, actions, suits, costs, expenses, and disbursements
     (including, without limitation, reasonable fees and disbursements of legal
     counsel and costs of investigation), provided that Expenses shall not
     include any Taxes.

          "EXPIRY DATE" means December 4, 2003, initially, or any date to which
     the Expiry Date is extended pursuant to Section 2.10.

          "FACILITY OFFICE" means the office of the Liquidity Provider presently
     located at New York, New York, or such other office as the Liquidity
     Provider from time to time shall notify the Borrower as its Facility Office
     hereunder; provided that the Liquidity Provider shall not change its
     Facility Office to another Facility Office outside the United States of
     America except in accordance with Section 3.01, 3.02 or 3.03 hereof.

          "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

          "GAAP" means generally accepted accounting principles as set forth in
     the statements of financial accounting standards issued by the Financial
     Accounting Standards Board of the American Institute of Certified Public
     Accountants, as such principles may at any time or from time to time be
     varied by any applicable financial accounting rules or regulations issued
     by the Securities and Exchange Commission and, with respect to any person,
     shall mean such principles applied on a basis consistent with prior periods
     except as may be disclosed in such person's financial statements.

<PAGE>

          "GUARANTOR" has the meaning assigned to such term in the preliminary
     statements of this Agreement.

          "GUARANTEE AGREEMENT" has the meaning assigned to such term in the
     preliminary statements of this Agreement.

          "INDENTURE" means the Indenture dated as of the date hereof among the
     Company, the Liquidity Provider, the Policy Provider and the Trustee, as
     the same may be amended, supplemented or otherwise modified from time to
     time in accordance with its terms.

          "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a).

          "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of
     the following periods:

          (i)  the period beginning on the third Business Day following either
               (x) the Liquidity Provider's receipt of the Notice of Borrowing
               for such LIBOR Advance or (y) the withdrawal of funds from the
               Cash Collateral Account for the purpose of paying interest on the
               Securities as contemplated by Section 2.06(a) hereof and, in
               either case, ending on the next Interest Payment Date; and

          (ii) each subsequent period commencing on the last day of the
               immediately preceding Interest Period and ending on the next
               Interest Payment Date;

          PROVIDED, HOWEVER, that if (x) the Final Advance shall have been made,
          or (y) other outstanding Advances shall have been converted into the
          Final Advance, then the Interest Periods shall be successive periods
          of one month beginning on the third Business Day following the
          Liquidity Provider's receipt of the Notice of Borrowing for such Final
          Advance (in the case of clause (x) above) or the Interest Payment Date
          following such conversion (in the case of clause (y) above).

          "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon
the LIBOR Rate.

          "LIBOR RATE" means, with respect to any Interest Period,

          (i)  the rate per annum appearing on display page 3750 (British
               Bankers Association-LIBOR) of the Dow Jones Markets Service (or
               any successor or substitute therefor) at approximately 11:00 A.M.
               (London time) two Business Days before the first day of such
               Interest Period, as the rate for dollar deposits with a maturity
               comparable to such Interest Period, or

          (ii) if the rate calculated pursuant to clause (i) above is not
               available, the average (rounded upwards, if necessary, to the
               next 1/16 of 1%) of the rates per annum at which deposits in
               dollars are offered for the relevant Interest Period by three
               banks of recognized standing selected by the Liquidity Provider
               in the London interbank market at approximately 11:00 A.M.

<PAGE>

               (London time) two Business Days before the first day of such
               Interest Period in an amount approximately equal to the principal
               amount of the LIBOR Advance to which such Interest Period is to
               apply and for a period comparable to such Interest Period.

          "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the
     Acceleration of the Securities or (b) a Continental Bankruptcy Event.

          "LIQUIDITY INDEMNITEE" means (i) the Liquidity Provider, (ii) the
     Guarantor, (iii) the respective directors, officers, employees and agents
     of the Liquidity Provider and the Guarantor, and (iv) the successors and
     permitted assigns of the persons described in clauses (i) through (iii),
     inclusive.

          "LIQUIDITY PROVIDER" has the meaning assigned to such term in the
     recital of parties to this Agreement.

          "MAXIMUM AVAILABLE COMMITMENT" shall mean, subject to the proviso
     contained in the third sentence of Section 2.02(a), at any time of
     determination, (a) the Maximum Commitment at such time LESS (b) the
     aggregate amount of each Interest Advance outstanding at such time;
     provided that following a Provider Advance or a Final Advance, the Maximum
     Available Commitment shall be zero.

          "MAXIMUM COMMITMENT" means initially $48,733,333.33 as the same may be
     reduced from time to time in accordance with Section 2.04(a).

          "NON-EXCLUDED TAX" has the meaning specified in Section 3.03.

          "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section
     2.02(b).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

          "NOTICE OF REPLACEMENT TRUSTEE" has the meaning specified in Section
     3.08.

          "OFFERING MEMORANDUM" means the Offering Memorandum dated December 2,
     2002 relating to the Securities, as such Offering Memorandum may be amended
     or supplemented.

          "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension
     Advance.

          "REFERENCE BANK" has the meaning assigned to such term in Section
     7.08(a).

          "REGULATORY CHANGE" has the meaning assigned to such term in Section
     3.01.

          "REPLENISHMENT AMOUNT" has the meaning assigned to such term in
     Section 2.06(b).

          "REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount
     of interest, calculated at the rate per annum equal to the Capped Interest

<PAGE>

     Rate that would be payable on the Securities on each of the eight
     successive quarterly Interest Payment Dates immediately following such day
     or, if such day is an Interest Payment Date, on such day and the succeeding
     seven quarterly Interest Payment Dates, in each case calculated on the
     basis of the principal amount of the Securities on such day and without
     regard to expected future payments of principal on the Securities.

          "TERMINATION DATE" means the earliest to occur of the following: (i)
     the Expiry Date; (ii) the date on which the Borrower delivers to the
     Liquidity Provider a certificate, signed by a Responsible Officer of the
     Borrower, certifying that the Securities have been paid in full (or
     provision has been made for such payment in accordance with the Indenture)
     or are otherwise no longer entitled to the benefits of this Agreement;
     (iii) the date on which the Borrower delivers to the Liquidity Provider a
     certificate, signed by a Responsible Officer of the Borrower, certifying
     that a Replacement Liquidity Facility has been substituted for this
     Agreement in full pursuant to Section 3.5(e) of the Indenture; (iv) the
     fifth Business Day following the receipt by the Borrower of a Termination
     Notice from the Liquidity Provider pursuant to Section 6.01 hereof; (v) the
     date on which no Advance is or may (including by reason of reinstatement as
     herein provided) become available for a Borrowing hereunder; and (vi) the
     occurrence of the Liquidity Provider Reimbursement Date.

          "TERMINATION NOTICE" means the Notice of Termination substantially in
     the form of Annex V to this Agreement.

          "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b).

          "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than
     an Applied Downgrade Advance.

          "UNAPPLIED NON-EXTENSION ADVANCE" means any Non-Extension Advance
     other than an Applied Non-Extension Advance.

          "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

          "UNPAID ADVANCE" has the meaning assigned to such term in Section
     2.05.

          (b) TERMS DEFINED IN THE INDENTURE. For all purposes of this
Agreement, the following terms shall have the respective meanings assigned to
such terms in the Indenture:

     "ACCELERATION", "CASH COLLATERAL ACCOUNT", "CLOSING DATE", "CONTINENTAL
     BANKRUPTCY EVENT", "CONTROLLING PARTY", "CORPORATE TRUST OFFICE", "DEBT
     RATE", "DISTRIBUTION DATE", "DOWNGRADED FACILITY", "FEE LETTER", "FINAL
     LEGAL MATURITY DATE", "INITIAL PURCHASER", "INTEREST PAYMENT DATE",
     "INVESTMENT EARNINGS", "LIQUIDITY FACILITY", "LIQUIDITY OBLIGATIONS",
     "LIQUIDITY PROVIDER REIMBURSEMENT DATE", "MOODY'S", "NON-EXTENDED
     FACILITY", "NON-PERFORMING", "OPERATIVE DOCUMENTS", "PAYMENT", "PERSON",
     "POLICY", "POLICY DRAWINGS", "POLICY PROVIDER", "PURCHASE AGREEMENT",
     "RATING AGENCY", "RATINGS CONFIRMATION", "REPLACEMENT LIQUIDITY FACILITY",
     "RESPONSIBLE OFFICER", "SECURITIES", "SPARE PARTS COLLATERAL", "STANDARD &

<PAGE>

     POOR'S", "SUPPORT DOCUMENTS", "TAXES", "THRESHOLD RATING", "TRUSTEE", and
     "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

          Section 2.01. THE ADVANCES. The Liquidity Provider hereby irrevocably
agrees, on the terms and conditions hereinafter set forth, to make Advances to
the Borrower from time to time on any Business Day during the period from the
Effective Date until 1:00 p.m. (New York City time) on the Expiry Date (unless
the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

          Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made
in one or more Borrowings by delivery to the Liquidity Provider of one or more
written and completed Notices of Borrowing in substantially the form of Annex I
attached hereto, signed by a Responsible Officer of the Borrower, in an amount
not exceeding the Maximum Available Commitment at such time and shall be used
solely for the payment when due of interest on the Securities at the Debt Rate
(not to exceed the Capped Interest Rate) for the applicable Interest Period in
accordance with Section 3.5(a) of the Indenture. Each Interest Advance made
hereunder shall automatically reduce the Maximum Available Commitment and the
amount available to be borrowed hereunder by subsequent Advances by the amount
of such Interest Advance (subject to reinstatement as provided in the next
sentence). Upon repayment to the Liquidity Provider in full of the amount of any
Interest Advance made pursuant to this Section 2.02(a), together with accrued
interest thereon (as provided herein), the Maximum Available Commitment shall be
reinstated by the amount of such repaid Interest Advance, but not to exceed the
Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and the Securities are Non-Performing or (ii)
the Liquidity Provider Reimbursement Date shall have occurred.

          (b) A Non-Extension Advance shall be made in a single Borrowing if
this Agreement is not extended in accordance with Section 3.5(d) of the
Indenture (unless a Replacement Liquidity Facility to replace this Agreement
shall have been delivered to the Borrower as contemplated by said Section 3.5(d)
within the time period specified in such Section) by delivery to the Liquidity
Provider of a written and completed Notice of Borrowing in substantially the
form of Annex II attached hereto, signed by a Responsible Officer of the
Borrower, in an amount equal to the Maximum Available Commitment at such time,
and shall be used to fund the Cash Collateral Account in accordance with said
Section 3.5(d) and Section 3.5(f) of the Indenture.

          (c) A Downgrade Advance shall be made in a single Borrowing upon a
downgrading of the Guarantor's short-term unsecured debt rating issued by
Moody's or Standard & Poor's below the applicable Threshold Rating or the
Guarantee Agreement ceasing to be in full force and effect or becoming invalid
or unenforceable or the Guarantor denying its liability thereunder (as provided

<PAGE>

for in Section 3.5(c) of the Indenture) unless a Replacement Liquidity Facility
to replace this Agreement shall have been previously delivered to the Borrower
in accordance with said Section 3.5(c), by delivery to the Liquidity Provider of
a written and completed Notice of Borrowing in substantially the form of Annex
III attached hereto, signed by a Responsible Officer of the Borrower, in an
amount equal to the Maximum Available Commitment at such time, and shall be used
to fund the Cash Collateral Account in accordance with said Section 3.5(c) and
Section 3.5(f) of the Indenture.

          (d) A Final Advance shall be made in a single Borrowing upon the
receipt by the Borrower of a Termination Notice from the Liquidity Provider
pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of Annex IV
attached hereto, signed by a Responsible Officer of the Borrower, in an amount
equal to the Maximum Available Commitment at such time, and shall be used to
fund the Cash Collateral Account (in accordance with Sections 3.5(f) and 3.5(i)
of the Indenture).

          (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF
BORROWING") in substantially the form required by Section 2.02(a), 2.02(b),
2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity
Provider. If a Notice of Borrowing is delivered by the Borrower in respect of
any Borrowing no later than 1:00 p.m. (New York City time) on a Business Day,
upon satisfaction of the conditions precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower, in accordance with its payment instructions, the amount of such
Borrowing in U.S. dollars and immediately available funds, before 4:00 p.m. (New
York City time) on such Business Day or on such later Business Day specified in
such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower
in respect of any Borrowing on a day that is not a Business Day or after 1:00
p.m. (New York City time) on a Business Day, upon satisfaction of the conditions
precedent set forth in Section 4.02 with respect to a requested Borrowing, the
Liquidity Provider shall make available to the Borrower, in accordance with its
payment instructions, the amount of such Borrowing in U.S. dollars and in
immediately available funds, before 12:00 Noon (New York City time) on the first
Business Day next following the day of receipt of such Notice of Borrowing or on
such later Business Day specified by the Borrower in such Notice of Borrowing.
Payments of proceeds of a Borrowing shall be made by wire transfer of
immediately available funds to the Borrower in accordance with such wire
transfer instructions as the Borrower shall furnish from time to time to the
Liquidity Provider for such purpose. Each Notice of Borrowing shall be
irrevocable and binding on the Borrower.

          (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully discharged of its obligation hereunder with respect to
such Notice of Borrowing, and the Liquidity Provider shall not thereafter be
obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. If the Liquidity Provider
makes an Advance requested pursuant to a Notice of Borrowing before 12:00 Noon
(New York City time) on the second Business Day after the date of payment
specified in Section 2.02(e), the Liquidity Provider shall have fully discharged
its obligations hereunder with respect to such Advance and an event of default
shall not have occurred hereunder. Following the making of any Advance pursuant
to Section 2.02(b), (c) or (d) hereof to fund the Cash Collateral Account, the

<PAGE>

Liquidity Provider shall have no interest in or rights to the Cash Collateral
Account, the funds constituting such Advance or any other amounts from time to
time on deposit in the Cash Collateral Account; PROVIDED that the foregoing
shall not affect or impair the obligations of the Trustee to make the
distributions contemplated by Section 3.5(e) or 3.5(f) of the Indenture, and
PROVIDED FURTHER, that the foregoing shall not affect or impair the rights of
the Liquidity Provider to provide written instructions with respect to the
investment and reinvestment of amounts in the Cash Collateral Account to the
extent provided in Section 8.13(b) of the Indenture. By paying to the Borrower
proceeds of Advances requested by the Borrower in accordance with the provisions
of this Agreement, the Liquidity Provider makes no representation as to, and
assumes no responsibility for, the correctness or sufficiency for any purpose of
the amount of the Advances so made and requested.

          Section 2.03. FEES. The Borrower agrees to pay to the Liquidity
Provider the fees set forth in the Fee Letter applicable to this Agreement.

          Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT.

          (a) AUTOMATIC REDUCTION. Promptly following each date on which the
Required Amount is reduced as a result of a payment of the principal amount of
the Securities or otherwise, the Maximum Commitment shall automatically be
reduced to an amount equal to such reduced Required Amount (as calculated by the
Borrower). The Borrower shall give notice of any such automatic reduction of the
Maximum Commitment to the Liquidity Provider within two Business Days thereof.
The failure by the Borrower to furnish any such notice shall not affect such
automatic reduction of the Maximum Commitment.

          (b) TERMINATION. Upon the making of any Provider Advance or Final
Advance hereunder or the occurrence of the Termination Date or the Liquidity
Provider Reimbursement Date, the obligation of the Liquidity Provider to make
further Advances hereunder shall automatically and irrevocably terminate, and
the Borrower shall not be entitled to request any further Borrowing hereunder.

          Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE.
Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid, to the Liquidity Provider on each date on which the Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance, until repaid, is referred to
herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such
Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility
or Non-Extended Facility at any time when unreimbursed Interest Advances have
reduced the Maximum Available Commitment to zero, then such Interest Advances
shall cease to constitute Unpaid Advances and shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied Non-Extension Advance,
as the case may be, for all purposes of this Agreement (including, without
limitation, for the purpose of determining when such Interest Advance is
required to be repaid to the Liquidity Provider in accordance with Section 2.06

<PAGE>

and for the purposes of Section 2.06(b)). The Borrower and the Liquidity
Provider agree that the repayment in full of each Interest Advance and Final
Advance on the date such Advance is made is intended to be a contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

          Section 2.06. REPAYMENTS OF PROVIDER ADVANCES.

          (a) Amounts advanced hereunder in respect of a Provider Advance shall
be deposited in the Cash Collateral Account, invested and withdrawn from the
Cash Collateral Account as set forth in Sections 3.5(c), (d) and (f) of the
Indenture. The Borrower agrees to pay to the Liquidity Provider, on each
Interest Payment Date, commencing on the first Interest Payment Date after the
making of a Provider Advance, interest on the principal amount of any such
Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in
respect of a Provider Advance withdrawn from the Cash Collateral Account for the
purpose of paying interest on the Securities in accordance with Section 3.5(f)
of the Indenture (the amount of any such withdrawal being (y) in the case of a
Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a
Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an
Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter
(subject to Section 2.06(b)) be treated as an Interest Advance under this
Agreement for purposes of determining the Applicable Liquidity Rate for interest
payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a
Provider Advance, the Liquidity Provider delivers a Termination Notice to the
Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter
be treated as a Final Advance under this Agreement for purposes of determining
the Applicable Liquidity Rate for interest payable thereon and the obligation
for repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately
upon the withdrawal of any amounts from the Cash Collateral Account on account
of a reduction in the Required Amount, the Borrower shall repay to the Liquidity
Provider a portion of the Provider Advances in a principal amount equal to such
reduction, plus interest on the principal amount prepaid as provided in Section
3.07 hereof.

          (b) At any time when an Applied Provider Advance (or any portion
thereof) is outstanding, upon the deposit in the Cash Collateral Account of any
amount pursuant to clause "FOURTH" of Section 3.2 of the Indenture (any such
amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or
increasing the balance thereof up to the Required Amount at such time, (i) the
aggregate outstanding principal amount of all Applied Provider Advances (and of
Provider Advances treated as an Interest Advance for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically
reduced by the amount of such Replenishment Amount and (ii) the aggregate
outstanding principal amount of all Unapplied Provider Advances shall be
automatically increased by the amount of such Replenishment Amount.

          (c) Upon the provision of a Replacement Liquidity Facility in
replacement of this Agreement in accordance with Section 3.5(e) of the
Indenture, amounts remaining on deposit in the Cash Collateral Account after
giving effect to any Applied Provider Advance on the date of such replacement
shall be reimbursed to the Liquidity Provider, but only to the extent such
amounts are necessary to repay in full to the Liquidity Provider all amounts
owing to it hereunder.

<PAGE>

          Section 2.07. PAYMENTS TO THE LIQUIDITY PROVIDER UNDER THE INDENTURE.
In order to provide for payment or repayment to the Liquidity Provider of any
amounts hereunder, the Indenture provides that amounts available and referred to
in Article 3 of the Indenture, to the extent payable to the Liquidity Provider
pursuant to the terms of the Indenture (including, without limitation, Section
3.5(f) and 3.6(d) of the Indenture), shall be paid to the Liquidity Provider in
accordance with the terms thereof. Amounts so paid to the Liquidity Provider
shall be applied by the Liquidity Provider to Liquidity Obligations then due and
payable in accordance with the Indenture or, if not provided for in the
Indenture, then in such manner as the Liquidity Provider shall deem appropriate.

          Section 2.08. BOOK ENTRIES. The Liquidity Provider shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower resulting from Advances made from time to time and
the amounts of principal and interest payable hereunder and paid from time to
time in respect thereof; PROVIDED, HOWEVER, that the failure by the Liquidity
Provider to maintain such account or accounts shall not affect the obligations
of the Borrower in respect of Advances.

          Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be
made by the Borrower under this Agreement (including, without limitation,
Section 7.05 and 7.07 hereof) shall be made only from amounts that constitute
Payments or payments under Section 3.9 or Article 6 of the Indenture or any
other amounts available for distribution under the Indenture and only to the
extent that the Borrower shall have sufficient income or proceeds therefrom to
enable the Borrower to make payments in accordance with the terms hereof after
giving effect to the priority of payments provisions set forth in the Indenture.
The Liquidity Provider agrees that it will look solely to such amounts in
respect of payments to be made by the Borrower hereunder to the extent available
for distribution to it as provided in the Indenture and this Agreement and that
the Borrower, in its individual capacity, is not personally liable to it for any
amounts payable or liability under this Agreement except as expressly provided
in this Agreement or the Indenture. Amounts on deposit in the Cash Collateral
Account shall be available to the Borrower to make payments under this Agreement
only to the extent and for the purposes expressly contemplated in Section 3.5(f)
of the Indenture. Nothing herein shall limit or otherwise affect the right of
the Liquidity Provider to receive payment from the Policy Provider under Section
3.6(d) of the Indenture.

          Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE. The
Expiry Date shall be automatically extended, effective on the 25th day prior to
each Expiry Date (unless such Expiry Date is on or after the date that is 15
days after the Final Legal Maturity Date), for a period of 364 days after such
Expiry Date (unless the obligations of the Liquidity Provider are earlier
terminated in accordance with the terms hereof), without the necessity of any
act on the part of the Borrower or the Liquidity Provider, unless the Liquidity
Provider shall advise the Borrower prior to such 25th day that it does not agree
to such extension of such Expiry Date, in which event (and if the Liquidity
Provider shall not have been replaced in accordance with Section 3.5(e) of the
Indenture), the Borrower shall be entitled on and after such 25th day (but prior
to such Expiry Date) to request a Non-Extension Advance in accordance with
Section 2.02(b) hereof and Section 3.5(d) of the Indenture.

<PAGE>

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

          Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity
Provider from time to time such amounts as may be necessary to compensate the
Liquidity Provider for any increased costs incurred by the Liquidity Provider
which are attributable to its making or maintaining any LIBOR Advances hereunder
or its obligation to make any such Advances hereunder, or any reduction in any
amount receivable by the Liquidity Provider under this Agreement or the
Indenture in respect of any such Advances or such obligation (such increases in
costs and reductions in amounts receivable being herein called "ADDITIONAL
COSTS"), resulting from any change after the date of this Agreement in U.S.
federal, state, municipal, or foreign laws or regulations (including Regulation
D of the Board of Governors of the Federal Reserve System), or the adoption or
making after the date of this Agreement of any interpretations, directives, or
requirements applying to a class of banks including the Liquidity Provider under
any U.S. federal, state, municipal, or any foreign laws or regulations (whether
or not having the force of law) by any court, central bank or monetary authority
charged with the interpretation or administration thereof (a "REGULATORY
CHANGE"), which: (1) changes the basis of taxation of any amounts payable to the
Liquidity Provider under this Agreement in respect of any such Advances or such
obligation (other than Excluded Taxes); or (2) imposes or modifies any reserve,
special deposit, compulsory loan or similar requirements relating to any
extensions of credit or other assets of, or any deposits with other liabilities
of, the Liquidity Provider (including any such Advances or such obligation or
any deposits referred to in the definition of LIBOR Rate or related
definitions). The Liquidity Provider agrees to use reasonable efforts
(consistent with applicable legal and regulatory restrictions) to change the
jurisdiction of its Facility Office if making such change would avoid the need
for, or reduce the amount of, any amount payable under this Section that may
thereafter accrue and would not, in the reasonable judgment of the Liquidity
Provider, be otherwise disadvantageous to the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this Agreement that will entitle the Liquidity Provider to
compensation pursuant to this Section 3.01 as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, which
notice shall describe in reasonable detail the calculation of the amounts owed
under this Section. Determinations by the Liquidity Provider for purposes of
this Section 3.01 of the effect of any Regulatory Change on its costs of making
or maintaining Advances or on amounts receivable by it in respect of Advances,
and of the additional amounts required to compensate the Liquidity Provider in
respect of any Additional Costs, shall be prima facie evidence of the amount
owed under this Section.

          Notwithstanding the preceding two paragraphs, the Liquidity Provider
and the Trustee agree that the initial Liquidity Provider (i.e., Morgan Stanley
Capital Services Inc.) shall not be entitled to the benefits of the preceding
two paragraphs; PROVIDED, however, that any permitted assignee or participant of
the initial Liquidity Provider which is a bank organized under the laws of the
United States or any State thereof shall be entitled to the benefits of the
preceding two paragraphs (subject, in the case of any permitted participant, to
the limitation set forth in Section 7.08 hereof).

<PAGE>

          Section 3.02. CAPITAL ADEQUACY. If (1) the adoption, after the date
hereof, of any applicable governmental law, rule or regulation regarding capital
adequacy, (2) any change, after the date hereof, in the interpretation or
administration of any such law, rule or regulation by any central bank or other
governmental authority charged with the interpretation or administration thereof
or (3) compliance by the Liquidity Provider or any corporation controlling the
Liquidity Provider with any applicable guideline or request of general
applicability, issued after the date hereof, by any central bank or other
governmental authority (whether or not having the force of law) that constitutes
a change of the nature described in clause (2), has the effect of requiring an
increase in the amount of capital required to be maintained by the Liquidity
Provider or any corporation controlling the Liquidity Provider, and such
increase is based upon the Liquidity Provider's obligations hereunder and other
similar obligations, the Borrower shall pay to the Liquidity Provider from time
to time such additional amount or amounts as are necessary to compensate the
Liquidity Provider for such portion of such increase as shall be reasonably
allocable to the Liquidity Provider's obligations to the Borrower hereunder. The
Liquidity Provider agrees to use reasonable efforts (consistent with applicable
legal and regulatory restrictions) to change the jurisdiction of its Facility
Office if making such change would avoid the need for, or reduce the amount of,
any amount payable under this Section that may thereafter accrue and would not,
in the reasonable judgment of the Liquidity Provider, be otherwise materially
disadvantageous to the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this Agreement that will entitle the Liquidity Provider to
compensation pursuant to this Section 3.02 as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, which
notice shall describe in reasonable detail the calculation of the amounts owed
under this Section. Determinations by the Liquidity Provider for purposes of
this Section 3.02 of the effect of any increase in the amount of capital
required to be maintained by the Liquidity Provider and of the amount allocable
to the Liquidity Provider's obligations to the Borrower hereunder shall be prima
facie evidence of the amounts owed under this Section.

          Notwithstanding the preceding two paragraphs, the Liquidity Provider
and the Trustee agree that the initial Liquidity Provider (i.e., Morgan Stanley
Capital Services Inc.) shall not be entitled to the benefits of the preceding
two paragraphs; PROVIDED, however, that any permitted assignee or participant of
the initial Liquidity Provider which is a bank organized under the laws of the
United States or any State thereof shall be entitled to the benefits of the
preceding two paragraphs (subject, in the case of any permitted participant, to
the limitation set forth in Section 7.08 hereof).

          Section 3.03. PAYMENTS FREE OF DEDUCTIONS.

          All payments made by the Borrower under this Agreement shall be made
free and clear of, and without reduction for or on account of, any present or
future stamp or other taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, restrictions or conditions of any nature whatsoever now or
hereafter imposed, levied, collected, withheld or assessed, excluding Excluded
Taxes (such non-excluded taxes being referred to herein, collectively, as
"NON-EXCLUDED TAXES" and each, individually, as a "NON-EXCLUDED TAX"). If any

<PAGE>

Non-Excluded Taxes are required to be withheld from any amounts payable to the
Liquidity Provider under this Agreement, (i) the Borrower shall within the time
prescribed therefor by applicable law pay to the appropriate governmental or
taxing authority the full amount of any such Non-Excluded Taxes (and any
additional Non-Excluded Taxes in respect of the additional amounts payable under
clause (ii) hereof) and make such reports or returns in connection therewith at
the time or times and in the manner prescribed by applicable law, and (ii) the
amounts so payable to the Liquidity Provider shall be increased to the extent
necessary to yield to the Liquidity Provider (after payment of all Non-Excluded
Taxes) interest or any other such amounts payable under this Agreement at the
rates or in the amounts specified in this Agreement. The Liquidity Provider
agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to change the jurisdiction of its Facility Office
if making such change would avoid the need for, or reduce the amount of, any
such additional amounts that may thereafter accrue and would not, in the
reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to
the Liquidity Provider. From time to time upon the reasonable request of the
Borrower, the Liquidity Provider agrees to provide to the Borrower, if
applicable, two original Internal Revenue Service Form W-9 (or, in the case of a
successor Liquidity Provider that is organized under the laws of a jurisdiction
outside the United States, Internal Revenue Service Form W-8BEN or W-8ECI), or
any successor or other form prescribed by the Internal Revenue Service,
certifying that the Liquidity Provider is exempt from or entitled to a reduced
rate of United States withholding tax on payments pursuant to this Agreement.
Within 30 days after the date of each payment hereunder, the Borrower shall
furnish to the Liquidity Provider the original or a certified copy of (or other
documentary evidence of) the payment of the Non-Excluded Taxes applicable to
such payment.

          Section 3.04. PAYMENTS. The Borrower shall make or cause to be made
each payment to the Liquidity Provider under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due. The Borrower shall make all such payments in
lawful money of the United States of America, to the Liquidity Provider in
immediately available funds, by wire transfer to Citibank, N.A., New York, New
York, ABA 021 000 089 in favor of account number 4072 4601, account name: Morgan
Stanley Capital Services Inc., reference: Continental Liquidity Facility, attn:
Kevin Hyland.

          Section 3.05. COMPUTATIONS. All computations of interest based on the
Base Rate shall be made on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

          Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made hereunder shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made, shall be deemed to have been
made when due). If any payment in respect of interest on an Advance is so
deferred to the next succeeding Business Day, such deferral shall not delay the
commencement of the next Interest Period for such Advance (if such Advance is a
LIBOR Advance) or reduce the number of days for which interest will be payable
on such Advance on the next interest payment date for such Advance.

<PAGE>

          Section 3.07. INTEREST.

          (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to
be paid, without duplication, interest on (i) the unpaid principal amount of
each Advance from and including the date of such Advance (or, in the case of an
Applied Provider Advance, from and including the date on which the amount
thereof was withdrawn from the Cash Collateral Account to pay interest on the
Securities) to but excluding the date such principal amount shall be paid in
full (or, in the case of an Applied Provider Advance, the date on which the Cash
Collateral Account is fully replenished in respect of such Advance) and (ii) any
other amount due hereunder (whether fees, commissions, expenses or other amounts
or, to the extent permitted by law, installments of interest on Advances or any
such other amount) which is not paid when due (whether at stated maturity, by
acceleration or otherwise) from and including the due date thereof to but
excluding the date such amount is paid in full, in each such case, at a
fluctuating interest rate per annum for each day equal to the Applicable
Liquidity Rate (as defined below) for such Advance or such other amount as in
effect for such day, but in no event at a rate per annum greater than the
maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any
time the otherwise applicable interest rate as set forth in this Section 3.07
shall exceed the maximum rate permitted by applicable law, then any subsequent
reduction in such interest rate will not reduce the rate of interest payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest accrued equals the amount of interest that
would have accrued if such otherwise applicable interest rate as set forth in
this Section 3.07 had at all times been in effect.

          (b) Except as provided in clause (e) below, each Advance (including,
without limitation, each outstanding Unapplied Downgrade Advance) will be either
a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such
Advance will be a Base Rate Advance for the period from the date of its
borrowing to (but excluding) the third Business Day following the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR Advance; provided that the Borrower (at the direction
of the Controlling Party, so long as the Liquidity Provider is not the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an Interest Period for such Advance by giving the Liquidity
Provider no less than four Business Days' prior written notice of such election
or (y) elect to maintain the Final Advance as a Base Rate Advance by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing (or, if such Final Advance is deemed to
have been made, without delivery of a Notice of Borrowing pursuant to Section
2.06, by requesting, prior to 11:00 A.M. (New York City time) on the first
Business Day immediately following the Borrower's receipt of the applicable
Termination Notice, that such Final Advance not be converted from a Base Rate
Advance to a LIBOR Advance).

          (c) Each LIBOR Advance shall bear interest during each Interest Period
at a rate per annum equal to the LIBOR Rate for such Interest Period plus the
Applicable Margin for such LIBOR Advance, payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day, on the date of such payment (to the
extent of interest accrued on the amount of principal repaid).

<PAGE>

          (d) Each Base Rate Advance shall bear interest at a rate per annum
equal to the Base Rate plus the Applicable Margin for such Base Rate Advance,
payable in arrears on each Interest Payment Date and, in the event of the
payment of principal of such Base Rate Advance on a day other than a Interest
Payment Date, on the date of such payment (to the extent of interest accrued on
the amount of principal repaid).

          (e) Each outstanding Unapplied Non-Extension Advance shall bear
interest in an amount equal to the Investment Earnings on amounts on deposit in
the Cash Collateral Account plus the Applicable Margin for such Unapplied
Non-Extension Advance on the amount of such Unapplied Non-Extension Advance from
time to time, payable in arrears on each Interest Payment Date.

          (f) Each amount not paid when due hereunder (whether fees,
commissions, expenses or other amounts or, to the extent permitted by applicable
law, installments of interest on Advances but excluding Advances) shall bear
interest at a rate per annum equal to the Base Rate plus 2.00% until paid.

          (g) Each change in the Base Rate shall become effective immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

          Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject
to the successor Borrower's meeting the eligibility requirements set forth in
Section 8.10 of the Indenture applicable to the Trustee, upon the effective date
and time specified in a written and completed Notice of Replacement Trustee in
substantially the form of Annex VI attached hereto (a "NOTICE OF REPLACEMENT
TRUSTEE") delivered to the Liquidity Provider by the then Borrower, the
successor Borrower designated therein shall be substituted for as the Borrower
for all purposes hereunder.

          Section 3.09. FUNDING LOSS INDEMNIFICATION. The Borrower shall pay to
the Liquidity Provider, upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient (in the reasonable opinion of the Liquidity
Provider) to compensate it for any loss, cost, or expense incurred by reason of
the liquidation or redeployment of deposits or other funds acquired by the
Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

          (1) Any repayment of a LIBOR Advance on a date other than the last day
     of the Interest Period for such Advance; or

          (2) Any failure by the Borrower to borrow a LIBOR Advance on the date
     for borrowing specified in the relevant notice under Section 2.02.

          Section 3.10. ILLEGALITY. Notwithstanding any other provision in this
Agreement, if any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its Facility
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful

<PAGE>

or impossible for the Liquidity Provider (or its Facility Office) to maintain or
fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider, requires immediate repayment; or (b) at the expiration of
the last Interest Period to expire before the effective date of any such change
or request. The Liquidity Provider agrees to use reasonable efforts (consistent
with applicable legal and regulatory restrictions) to change the jurisdiction of
its Facility Office if making such change would avoid or cure the aforesaid
illegality and would not, in the reasonable judgment of the Liquidity Provider,
be otherwise disadvantageous to the Liquidity Provider.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

          Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the "EFFECTIVE DATE") on which the following conditions precedent have
been satisfied or waived:

          (a) The Liquidity Provider shall have received each of the following,
     and in the case of each document delivered pursuant to paragraphs (i), (ii)
     and (iii), each in form and substance satisfactory to the Liquidity
     Provider:

               (i) This Agreement duly executed on behalf of the Borrower and
          the Fee Letter applicable to this Agreement duly executed on behalf of
          the Borrower;

               (ii) The Indenture duly executed on behalf of each of the parties
          thereto (other than the Liquidity Provider);

               (iii) Fully executed copies of each of the Operative Documents
          and Support Documents executed and delivered on the Closing Date
          (other than this Agreement, the Fee Letter applicable to this
          Agreement and the Indenture);

               (iv) A copy of the Offering Memorandum and specimen copies of the
          Securities;

               (v) An executed copy of each document, instrument, certificate
          and opinion delivered on the Closing Date pursuant to the Indenture,
          the other Operative Documents and the Support Documents (in the case
          of each such opinion, other than the opinion of counsel for the
          Initial Purchaser, either addressed to the Liquidity Provider or
          accompanied by a letter from the counsel rendering such opinion to the
          effect that the Liquidity Provider is entitled to rely on such opinion
          as of its date as if it were addressed to the Liquidity Provider);

               (vi) Evidence that there shall have been made and shall be in
          full force and effect, all filings, recordings and/or registrations,
          and there shall have been given or taken any notice or other similar
          action as may be reasonably necessary or, to the extent reasonably

<PAGE>

          requested by the Liquidity Provider, reasonably advisable, in order to
          establish, perfect, protect and preserve the right, title and
          interest, remedies, powers, privileges, liens and security interests
          of, or for the benefit of, the Borrower and the Liquidity Provider
          created by the Operative Documents and the Support Documents executed
          and delivered on the Closing Date;

               (vii) An agreement from the Company, pursuant to which (i) the
          Company agrees to provide to the Liquidity Provider (A) within 90 days
          after the end of each of the first three fiscal quarters in each
          fiscal year of the Company, a consolidated balance sheet of the
          Company as of the end of such quarter and related statements of income
          and cash flows for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, setting forth in
          each case in comparative form the corresponding figures for the
          corresponding period in the preceding fiscal year, prepared in
          accordance with GAAP; PROVIDED, that so long as the Company is subject
          to the reporting requirements of the Securities Exchange Act of 1934,
          as amended, a copy of the Company's report on Form 10-Q for such
          fiscal quarter (excluding exhibits) or a written notice executed by an
          authorized officer of the Company that such report has been filed with
          the Securities and Exchange Commission, providing a website address at
          which such report may be accessed and confirming that the report
          accessible at such website address conforms to the original report
          filed with the Securities and Exchange Commission, will satisfy this
          subclause (A), and (B) within 120 days after the end of each fiscal
          year of the Company, a consolidated balance sheet of the Company as of
          the end of such fiscal year and related statements of income and cash
          flows of the Company for such fiscal year, in comparative form with
          the preceding fiscal year, prepared in accordance with GAAP, together
          with a report of the Company's independent certified public
          accountants with respect to their audit of such financial statements;
          PROVIDED, that so long as the Company is subject to the reporting
          requirements of the Securities Exchange Act of 1934, as amended, a
          copy of the Company's report on Form 10-K for such fiscal year
          (excluding exhibits) or a written notice executed by an authorized
          officer of the Company that such report has been filed with the
          Securities and Exchange Commission, providing a website address at
          which such report may be accessed and confirming that the report
          accessible at such website address conforms to the original report
          filed with the Securities and Exchange Commission, will satisfy this
          subclause (B), and (ii) the Company agrees to allow the Liquidity
          Provider to inspect the Company's books and records regarding the
          transactions contemplated hereby or by the other Operative Documents
          or Support Documents, and to discuss such transactions with officers
          and employees of the Company; and

               (viii) Such other documents, instruments, opinions and approvals
          pertaining to the transactions contemplated hereby or by the other
          Operative Documents or the Support Documents as the Liquidity Provider
          shall have reasonably requested.

<PAGE>

          (b) The following statement shall be true on and as of the Effective
     Date: no event has occurred and is continuing, or would result from the
     entering into of this Agreement or the making of any Advance, which
     constitutes a Liquidity Event of Default.

          (c) The Liquidity Provider shall have received payment in full of all
     fees and other sums required to be paid to or for the account of the
     Liquidity Provider on or prior to the Effective Date.

          (d) All conditions precedent to the issuance of the Securities under
     the Indenture shall have been satisfied or waived, and all conditions
     precedent to the purchase of the Securities by the Initial Purchaser under
     the Purchase Agreement shall have been satisfied or waived.

          (e) The Borrower shall have received a certificate, dated the date
     hereof, signed by a duly authorized representative of the Liquidity
     Provider, certifying that all conditions precedent to the effectiveness of
     Section 2.01 have been satisfied or waived.

          Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be
subject to the conditions precedent that the Effective Date shall have occurred
and, on or prior to the date of such Borrowing, the Borrower shall have
delivered a Notice of Borrowing which conforms to the terms and conditions of
this Agreement and has been completed as may be required by the relevant form of
the Notice of Borrowing for the type of Advances requested.


                                    ARTICLE V

                                    COVENANTS

          Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any
Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity
Provider shall otherwise consent in writing:

          (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or cause
     to be paid all amounts payable by it under this Agreement, the other
     Operative Documents and Support Documents and observe and perform in all
     material respects the conditions, covenants and requirements applicable to
     it contained in this Agreement, the other Operative Documents and Support
     Documents.

          (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with
     reasonable promptness, such other information and data with respect to the
     transactions contemplated by the Operative Documents and Support Documents
     as from time to time may be reasonably requested by the Liquidity Provider;
     and permit the Liquidity Provider, upon reasonable notice, to inspect the
     Borrower's books and records with respect to such transactions and to meet
     with officers and employees of the Borrower to discuss such transactions.

<PAGE>

          (c) CERTAIN OPERATIVE DOCUMENTS AND SUPPORT DOCUMENTS. Furnish to the
     Liquidity Provider with reasonable promptness, such Operative Documents and
     Support Documents entered into after the date hereof as from time to time
     may be reasonably requested by the Liquidity Provider.

          Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any
Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower will not appoint or permit or
suffer to be appointed any successor Borrower without the prior written consent
of the Liquidity Provider, which consent shall not be unreasonably withheld or
delayed.


                                   ARTICLE VI

                          LIQUIDITY EVENTS OF DEFAULT;
                      LIQUIDITY PROVIDER REIMBURSEMENT DATE

          Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event
of Default has occurred and is continuing and (b) the Securities are
Non-Performing, the Liquidity Provider may, in its discretion, deliver to the
Borrower a Termination Notice, the effect of which shall be to cause (i) the
obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such Termination Notice is received
by the Borrower, (ii) the Borrower to promptly request, and the Liquidity
Provider to promptly make, a Final Advance in accordance with Section 2.02(d)
hereof and Section 3.5(i) of the Indenture, (iii) all other outstanding Advances
to be automatically converted into Final Advances for purposes of determining
the Applicable Liquidity Rate for interest payable thereon and (iv) subject to
Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any
Provider Advance and Applied Provider Advance), any accrued interest thereon and
any other amounts outstanding hereunder to become immediately due and payable to
the Liquidity Provider.

          Section 6.02. LIQUIDITY PROVIDER REIMBURSEMENT DATE. Upon the
occurrence of the Liquidity Provider Reimbursement Date, (i) the obligation of
the Liquidity Provider to make Advances hereunder shall automatically expire,
(ii) all outstanding Advances shall be automatically converted into Final
Advances, and (iii) subject to Sections 2.07 and 2.09 hereof, all Advances
(including, without limitation, any Provider Advance and Applied Provider
Advance), any accrued interest thereon and any other amounts outstanding
hereunder shall become immediately due and payable to the Liquidity Provider. On
and after such date, no Advances shall be permitted hereunder.


                                   ARTICLE VII

                                  MISCELLANEOUS

          Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall

<PAGE>

in any event be effective unless the same shall be in writing and signed by the
Liquidity Provider, and, in the case of an amendment or of a waiver by the
Borrower, the Borrower, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

          Section 7.02. NOTICES, ETC. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

                  Borrower:     WILMINGTON TRUST COMPANY
                                Rodney Square North
                                1100 North Market Street
                                Wilmington, DE 19890-1605
                                Attention:  Corporate Capital Market Services

                                Telephone: (302) 636-6296
                                Telecopy: (302) 636-4140

                  Liquidity     MORGAN STANLEY CAPITAL SERVICES, INC.
                  Provider:     1585 Broadway
                                New York, New York 10036
                                Attention: David Rogers

                                Telephone: (212) 761-3336
                                Telecopy: (212) 761-0350

with a copy of any Notice of Borrowing to:

                                Morgan Stanley
                                1585 Broadway
                                New York, New York 10036
                                Attention: Patrick Sieb

                                Telephone: (212) 761-1864
                                Telecopy: (212) 761-1864

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a written notice to the others. All such notices and
communications shall be effective (i) if given by telecopier, when transmitted
to the telecopier number specified above, (ii) if given by mail, when deposited
in the mails addressed as specified above, and (iii) if given by other means,
when delivered at the address specified above, except that written notices to
the Liquidity Provider pursuant to the provisions of Article II and Article III
hereof shall not be effective until received by the Liquidity Provider. A copy
of all notices delivered hereunder to either party shall in addition be
delivered to each of the parties to the Indenture at their respective addresses
set forth therein.

<PAGE>

          Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

          Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such
further acts and things and to execute and deliver to the Liquidity Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider may reasonably require or deem advisable to carry into effect the
purposes of this Agreement, the other Operative Documents and Support Documents
or to better assure and confirm unto the Liquidity Provider its rights, powers
and remedies hereunder and under the other Operative Documents and Support
Documents.

          Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The
Liquidity Provider shall be indemnified hereunder to the extent and in the
manner described in Article 6 of the Indenture. In addition, the Borrower agrees
to indemnify, protect, defend and hold harmless the Liquidity Provider from,
against and in respect of, and shall pay on demand, all Expenses of any kind or
nature whatsoever (other than any Expenses of the nature described in Section
3.01, 3.02 or 7.07 hereof or in the Fee Letter applicable to this Agreement
(regardless of whether indemnified against pursuant to said Sections or in such
Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity
Indemnitee, in any way relating to, resulting from, or arising out of or in
connection with any action, suit or proceeding by any third party against such
Liquidity Indemnitee and relating to this Agreement, the Fee Letter applicable
to this Agreement or the Indenture; PROVIDED, HOWEVER, that the Borrower shall
not be required to indemnify, protect, defend and hold harmless any Liquidity
Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent
such Expense is (i) attributable to the gross negligence or willful misconduct
of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary
and usual operating overhead expense, or (iii) attributable to the failure by
such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or
observe any agreement, covenant or condition on its part to be performed or
observed in this Agreement, the Indenture, the Fee Letter applicable to this
Agreement or any other Operative Document or Support Document to which it is a
party. The indemnities contained in Article 6 of the Indenture, and the
provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall
survive the termination of this Agreement.

          Section 7.06. LIABILITY OF THE LIQUIDITY PROVIDER.

          (a) Neither the Liquidity Provider nor any of its officers, employees,
directors or Affiliates shall be liable or responsible for: (i) the use which
may be made of the Advances or any acts or omissions of the Borrower or any
beneficiary or transferee in connection therewith; (ii) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider
against delivery of a Notice of Borrowing and other documents which do not
comply with the terms hereof; PROVIDED, HOWEVER, that the Borrower shall have a
claim against the Liquidity Provider, and the Liquidity Provider shall be liable
to the Borrower, to the extent of any damages suffered by the Borrower which
were the result of (A) the Liquidity Provider's willful misconduct or negligence

<PAGE>

in determining whether documents presented hereunder comply with the terms
hereof, or (B) any breach by the Liquidity Provider of any of the terms of this
Agreement, including, but not limited to, the Liquidity Provider's failure to
make lawful payment hereunder after the delivery to it by the Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

          (b) Neither the Liquidity Provider nor any of its officers, employees,
directors or Affiliates shall be liable or responsible in any respect for (i)
any error, omission, interruption or delay in transmission, dispatch or delivery
of any message or advice, however transmitted, in connection with this Agreement
or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or
omission which may be taken by it in good faith, absent willful misconduct or
negligence (in which event the extent of the Liquidity Provider's potential
liability to the Borrower shall be limited as set forth in the immediately
preceding paragraph), in connection with this Agreement or any Notice of
Borrowing.

          Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid, (A) on the Effective Date and on such later date or dates
on which the Liquidity Provider shall make demand, all reasonable out-of-pocket
costs and expenses (including, without limitation, the reasonable fees and
expenses of outside counsel for the Liquidity Provider) of the Liquidity
Provider in connection with the preparation, negotiation, execution, delivery,
filing and recording of this Agreement, any other Operative Document or Support
Document and any other documents which may be delivered in connection with this
Agreement and (B) on demand, all reasonable costs and expenses (including
reasonable counsel fees and expenses) of the Liquidity Provider in connection
with (i) the enforcement of this Agreement or any other Operative Document or
Support Document, (ii) the modification or amendment of, or supplement to, this
Agreement or any other Operative Document or Support Document or such other
documents which may be delivered in connection herewith or therewith (whether or
not the same shall become effective) or (iii) any action or proceeding relating
to any order, injunction, or other process or decree restraining or seeking to
restrain the Liquidity Provider from paying any amount under this Agreement, the
Indenture or any other Operative Document or Support Document or otherwise
affecting the application of funds in the Cash Collateral Account. In addition,
the Borrower shall pay any and all recording, stamp and other similar taxes and
fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of this Agreement, any other Operative Document
or Support Document and such other documents, and agrees to save the Liquidity
Provider harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes or fees.

          Section 7.08. BINDING EFFECT; PARTICIPATIONS.

          (a) This Agreement shall be binding upon and inure to the benefit of
the Borrower and the Liquidity Provider and their respective successors and
assigns, except that neither the Liquidity Provider (except as otherwise
provided in this Section 7.08) nor (except as contemplated by Section 3.08) the
Borrower shall have the right to assign its rights or obligations hereunder or
any interest herein without the prior written consent of the other party,
subject to the requirements of Section 7.08(b). The Liquidity Provider may grant
participations herein or in any of its rights hereunder (including, without
limitation, funded participations and participations in rights to receive
interest payments hereunder) and under the other Operative Documents and Support

<PAGE>

Documents to such Persons (other than the Company and its Affiliates) as the
Liquidity Provider may in its sole discretion select, subject to the
requirements of Section 7.08(b). No such granting of participations by the
Liquidity Provider, however, will relieve the Liquidity Provider of its
obligations hereunder. In connection with any participation or any proposed
participation, the Liquidity Provider may disclose to the participant or the
proposed participant any information that the Borrower is required to deliver or
to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower
acknowledges and agrees that the Liquidity Provider's source of funds may derive
in part from its participants. Accordingly, references in this Agreement and the
other Operative Documents and Support Documents to determinations, reserve and
capital adequacy requirements, increased costs, reduced receipts, additional
amounts due pursuant to Section 3.03 and the like as they pertain to the
Liquidity Provider shall be deemed also to include those of each of its
participants that are banks (subject, in each case, if any such participant is
not a bank that is (i) organized under the laws of the United States or any
State thereof and (ii) a member bank of the Federal Reserve System with deposits
exceeding $1,000,000,000 (such a bank, a "REFERENCE BANK"), to the maximum
amount that would have been directly incurred by any Reference Bank organized
under the laws of the United States or any State thereof if such Reference Bank,
rather than the participant, had held the interest participated).

          (b) If, pursuant to subsection (a) above, the Liquidity Provider sells
any participation in this Agreement to any bank or other entity (each, a
"TRANSFEREE"), then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the Liquidity Provider and the Borrower) either (A) that it is incorporated
under the laws of the United States or a state thereof or (B) that under
applicable law and treaties, no taxes will be required to be withheld with
respect to any payments to be made to such Transferee in respect of this
Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated, two copies of a properly completed
United States Internal Revenue Service Form W-8ECI or Form W-8BEN, as
appropriate, or other applicable form, certificate or document prescribed by the
Internal Revenue Service certifying, in each case, such Transferee's entitlement
to a complete exemption from United States federal withholding tax in respect to
any and all payments to be made hereunder, and (iii) agree (for the benefit of
the Liquidity Provider and the Borrower) to provide the Liquidity Provider and
the Borrower a new Form W-8ECI or Form W-8BEN, as appropriate, (A) on or before
the date that any such form expires or becomes obsolete or (B) after the
occurrence of any event requiring a change in the most recent form previously
delivered by it and prior to the immediately following due date of any payment
by the Borrower hereunder, certifying in the case of a Form W-8BEN or Form
W-8ECI that such Transferee is entitled to a complete exemption from United
States federal withholding tax on payments under this Agreement. Unless the
Borrower has received forms or other documents reasonably satisfactory to it
(and required by applicable law) indicating that payments hereunder are not
subject to United States federal withholding tax, the Borrower will withhold
taxes as required by law from such payments at the applicable statutory rate.

          (c) Notwithstanding the other provisions of this Section 7.08, the
Liquidity Provider may assign and pledge all or any portion of the Advances
owing to it to any Federal Reserve Bank or the United States Treasury as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve

<PAGE>

Bank, provided that any payment in respect of such assigned Advances made by the
Borrower to the Liquidity Provider in accordance with the terms of this
Agreement shall satisfy the Borrower's obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

          Section 7.09. SEVERABILITY. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.

          Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER
OF IMMUNITY.

          (a) Each of the parties hereto hereby irrevocably and unconditionally:

          (i) submits for itself and its property in any legal action or
     proceeding relating to this Agreement, any other Operative Document or
     Support Document, or for recognition and enforcement of any judgment in
     respect hereof or thereof, to the nonexclusive general jurisdiction of the
     courts of the State of New York, the courts of the United States of America
     for the Southern District of New York, and the appellate courts from any
     thereof;

          (ii) 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;

          (iii) 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 each party
     hereto at its address set forth in Section 7.02 hereof, or at such other
     address of which the Liquidity Provider shall have been notified pursuant
     thereto; and

          (iv) 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.

          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach

<PAGE>

of duty claims and all other common law and statutory claims. The Borrower and
the Liquidity Provider each warrant and represent that it has reviewed this
waiver with its legal counsel, and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER IS
IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

          Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.

          Section 7.13. ENTIRETY. This Agreement, the Indenture, the other
Operative Documents and Support Documents to which the Liquidity Provider is a
party constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings and agreements of
such parties.

          Section 7.14. HEADINGS. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

          Section 7.15. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY
PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER
NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE
UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

<PAGE>

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

                                            WILMINGTON TRUST COMPANY,
                                              not in its individual capacity
                                              but solely as Trustee,
                                              as Borrower


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

                                           MORGAN STANLEY CAPITAL SERVICES INC.,
                                             as Liquidity Provider


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

<PAGE>

                                                                      ANNEX I TO
                                                      REVOLVING CREDIT AGREEMENT


                      INTEREST ADVANCE NOTICE OF BORROWING

          The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Morgan Stanley Capital Services
Inc. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement dated as of December 6, 2002, between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the Trustee under the Indenture.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of an Interest Advance by the Liquidity Provider to be used, subject to
     clause (3) below, for the payment of interest on the Securities which was
     payable on ____________, ____ (the "DISTRIBUTION DATE") in accordance with
     the terms and provisions of the Indenture and the Securities, which Advance
     is requested to be made on ____________, ____. The Interest Advance should
     be transferred to [name of bank/wire instructions/ABA number] in favor of
     account number [ ], reference [ ].

          (3) The amount of the Interest Advance requested hereby (i) is
     $[_________________], to be applied in respect of the payment of the
     interest which was due and payable on the Securities on the Distribution
     Date, (ii) does not include any amount with respect to the payment of
     principal of, Break Amount, Premium or other premium on, the Securities or
     interest on the Securities calculated at a rate in excess of the Capped
     Interest Rate, (iii) was computed in accordance with the provisions of the
     Securities, the Liquidity Agreement and the Indenture (a copy of which
     computation is attached hereto as Schedule I), (iv) does not exceed the
     Maximum Available Commitment on the date hereof and (v) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing.

          (4) Upon receipt by or on behalf of the Borrower of the amount
     requested hereby, (a) the Borrower will apply the same in accordance with
     the terms of Section 3.5(b) of the Indenture, (b) no portion of such amount
     shall be applied by the Borrower for any other purpose and (c) no portion
     of such amount until so applied shall be commingled with other funds held
     by the Borrower.

          The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, the making of the Interest Advance as requested by this Notice of
Borrowing shall automatically reduce, subject to reinstatement in accordance
with the terms of the Liquidity Agreement, the Maximum Available Commitment by
an amount equal to the amount of the Interest Advance requested to be made
hereby as set forth in clause (i) of paragraph (3) of this Notice of Borrowing
and such reduction shall automatically result in corresponding reductions in the
amounts available to be borrowed pursuant to a subsequent Advance.

<PAGE>

          IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.


                                            WILMINGTON TRUST COMPANY,
                                              not in its individual capacity but
                                              solely as Trustee, as Borrower

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

<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

                   [Insert copy of computations in accordance
                   with Interest Advance Notice of Borrowing]

<PAGE>

                                                                     ANNEX II TO
                                                      REVOLVING CREDIT AGREEMENT

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

          The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Morgan Stanley Capital Services
Inc. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement dated as of December 6, 2002, between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the Trustee under the Indenture.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Non-Extension Advance by the Liquidity Provider to be used for the
     funding of the Cash Collateral Account in accordance with Section 3.5(d) of
     the Indenture, which Advance is requested to be made on __________, ____.
     The Non-Extension Advance should be transferred to [name of bank/wire
     instructions/ABA number] in favor of account number [ ], reference [ ].

          (3) The amount of the Non-Extension Advance requested hereby (i) is
     $_______________.__, which equals the Maximum Available Commitment on the
     date hereof and is to be applied in respect of the funding of the Cash
     Collateral Account in accordance with Section 3.5(d) of the Indenture, (ii)
     does not include any amount with respect to the payment of the principal
     of, Break Amount, Premium or other premium on, the Securities, (iii) was
     computed in accordance with the provisions of the Securities, the Liquidity
     Agreement and the Indenture (a copy of which computation is attached hereto
     as Schedule I), and (iv) has not been and is not the subject of a prior or
     contemporaneous Notice of Borrowing under the Liquidity Agreement.

          (4) Upon receipt by or on behalf of the Borrower of the amount
     requested hereby, (a) the Borrower will deposit such amount in the Cash
     Collateral Account and apply the same in accordance with the terms of
     Section 3.5(d) of the Indenture, (b) no portion of such amount shall be
     applied by the Borrower for any other purpose and (c) no portion of such
     amount until so applied shall be commingled with other funds held by the
     Borrower.

          The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Non-Extension Advance as requested by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of the Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the
Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.

<PAGE>

          IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                                            WILMINGTON TRUST COMPANY,
                                              not in its individual capacity
                                              but solely as Trustee, as Borrower

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

<PAGE>

             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

                   [Insert copy of computations in accordance
                with Non-Extension Advance Notice of Borrowing]

<PAGE>

                                                                    ANNEX III TO
                                                      REVOLVING CREDIT AGREEMENT


                      DOWNGRADE ADVANCE NOTICE OF BORROWING

          The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Morgan Stanley Capital Services
Inc. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement dated as of December 6, 2002, between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the Trustee under the Indenture.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Downgrade Advance by the Liquidity Provider to be used for the
     funding of the Cash Collateral Account in accordance with Section 3.5(c) of
     the Indenture (i) by reason of the downgrading of the short-term unsecured
     debt rating of the Guarantor issued by Moody's or Standard and Poor's below
     the Threshold Rating or (ii) because the Guarantee Agreement has ceased to
     be in full force and effect or has become invalid or unenforceable or the
     Guarantor has denied its liability thereunder, which Advance is requested
     to be made on __________, ____. The Downgrade Advance should be transferred
     to [name of bank/wire instructions/ABA number] in favor of account number [
     ], reference [ ].

          (3) The amount of the Downgrade Advance requested hereby (i) is
     $_______________.__, which equals the Maximum Available Commitment on the
     date hereof and is to be applied in respect of the funding of the Cash
     Collateral Account in accordance with Section 3.5(c) of the Indenture, (ii)
     does not include any amount with respect to the payment of the principal
     of, Break Amount, Premium or other premium on, the Securities, (iii) was
     computed in accordance with the provisions of the Securities, the Liquidity
     Agreement and the Indenture (a copy of which computation is attached hereto
     as Schedule I), and (iv) has not been and is not the subject of a prior or
     contemporaneous Notice of Borrowing under the Liquidity Agreement.

          (4) Upon receipt by or on behalf of the Borrower of the amount
     requested hereby, (a) the Borrower will deposit such amount in the Cash
     Collateral Account and apply the same in accordance with the terms of
     Section 3.5(c) of the Indenture, (b) no portion of such amount shall be
     applied by the Borrower for any other purpose and (c) no portion of such
     amount until so applied shall be commingled with other funds held by the
     Borrower.

          The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Downgrade Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the Downgrade Advance

<PAGE>

requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                                            WILMINGTON TRUST COMPANY,
                                              not in its individual capacity but
                                              solely as Trustee, as Borrower

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

<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

                   [Insert copy of computations in accordance
                  with Downgrade Advance Notice of Borrowing]

<PAGE>

                                                                     ANNEX IV TO
                                                      REVOLVING CREDIT AGREEMENT

                        FINAL ADVANCE NOTICE OF BORROWING

          The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Morgan Stanley Capital Services
Inc. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement dated as of December 6, 2002, between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the Trustee under the Indenture.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Final Advance by the Liquidity Provider to be used for the funding
     of the Cash Collateral Account in accordance with Section 3.5(i) of the
     Indenture by reason of the receipt by the Borrower of a Termination Notice
     from the Liquidity Provider pursuant to Section 6.01 of the Liquidity
     Agreement, which Advance is requested to be made on ____________, ____. The
     Final Advance should be transferred to [name of bank/wire instructions/ABA
     number] in favor of account number [ ], reference [ ].

          (3) The amount of the Final Advance requested hereby (i) is
     $_________________.__, which equals the Maximum Available Commitment on the
     date hereof and is to be applied in respect of the funding of the Cash
     Collateral Account in accordance with Section 3.5(i) of the Indenture, (ii)
     does not include any amount with respect to the payment of principal of,
     Break Amount, Premium or other premium on, the Securities, (iii) was
     computed in accordance with the provisions of the Securities, the Liquidity
     Agreement and the Indenture (a copy of which computation is attached hereto
     as Schedule I), and (iv) has not been and is not the subject of a prior or
     contemporaneous Notice of Borrowing.

          (4) Upon receipt by or on behalf of the Borrower of the amount
     requested hereby, (a) the Borrower will deposit such amount in the Cash
     Collateral Account and apply the same in accordance with the terms of
     Section 3.5(i) of the Indenture, (b) no portion of such amount shall be
     applied by the Borrower for any other purpose and (c) no portion of such
     amount until so applied shall be commingled with other funds held by the
     Borrower.

          (5) The Borrower hereby requests that the Advance requested hereby be
     a Base Rate Advance [and that such Base Rate Advance be converted into a
     LIBOR Advance on the third Business Day following your receipt of this
     notice.]<F1>



------------
<F1>
Bracketed language may be included at Borrower's option.

<PAGE>

          The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Final Advance as requested by this Notice of
Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the Final Advance
requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                                            WILMINGTON TRUST COMPANY,
                                              not in its individual capacity but
                                              solely as Trustee, as Borrower

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

<PAGE>

                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

                   [Insert copy of computations in accordance
                    with Final Advance Notice of Borrowing]

<PAGE>

                                                                      ANNEX V TO
                                                      REVOLVING CREDIT AGREEMENT

                              NOTICE OF TERMINATION

                                                           [Date]

Wilmington Trust Company,
  as Trustee, as Borrower
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

Attention:  Corporate Trust Administration

          Revolving Credit Agreement dated as of December 6, 2002 between
          Wilmington Trust Company, as Trustee, as Borrower, and Morgan Stanley
          Capital Services Inc. (the "LIQUIDITY AGREEMENT")


Ladies and Gentlemen:

You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement, by reason of Securities being Non-Performing and the occurrence and
continuance of a Liquidity Event of Default (each as defined therein), we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined therein) under such Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i)
of the Indenture (as defined in the Liquidity Agreement) as a consequence of
your receipt of this notice.

<PAGE>

          THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE
LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY
AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                           Very truly yours,

                                           MORGAN STANLEY CAPITAL SERVICES INC.,
                                             as Liquidity Provider



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

<PAGE>

                                                                     ANNEX VI TO
                                                      REVOLVING CREDIT AGREEMENT

                          NOTICE OF REPLACEMENT TRUSTEE

[Date]
Attention:

          Revolving Credit Agreement dated as of December 6, 2002, between
          Wilmington Trust Company, as Trustee, as Borrower, and Morgan Stanley
          Capital Services Inc. (the "LIQUIDITY AGREEMENT")


Ladies and Gentlemen:

          For value received, the undersigned beneficiary hereby irrevocably
transfers to:


                         ------------------------------
                              [Name of Transferee]


                         ------------------------------
                             [Address of Transferee]

all rights and obligations of the undersigned as Borrower under the Liquidity
Agreement referred to above. The transferee has succeeded the undersigned as
Trustee under the Indenture referred to in the first paragraph of the Liquidity
Agreement, pursuant to the terms of Section 8.8 of the Indenture.

          By this transfer, all rights of the undersigned as Borrower under the
Liquidity Agreement are transferred to the transferee and the transferee shall
hereafter have the sole rights and obligations as Borrower thereunder. The
undersigned shall pay any costs and expenses of such transfer, including, but
not limited to, transfer taxes or governmental charges.

<PAGE>


          We ask that this transfer be effective as of _______________, ____.

                                            WILMINGTON TRUST COMPANY,
                                              not in its individual capacity but
                                              solely as Trustee, as Borrower



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