EXHIBIT 10.24




                    [SMBC DERIVATIVE PRODUCTS LIMITED LETTERHEAD]


                              REVISED CONFIRMATION

Date:     March 27, 2002

To:       BUNKER HILL SENIOR MEZZANINE, LLC

cc:       Chatham Financial Corporation
          688 Unionville Road
          Kennett Square, PA 19348
          Telephone: 1 610 925-3120
          Telefax: 1 610 925-3125

From:     SMBC Capital Markets, Inc. as Agent for
            SMBC Derivative Products Limited
          Derivative Products Group
          277 Park Avenue, Fifth Floor
          New York, New York 10172

cc:       Documentation Contact: Julie Diaz
          Telephone: 212-224-5144
          Telefax: 212-224-4959

          PLEASE NOTE: OUR CONFIRMS FAX # CHANGES TO (212)224-4959
            AS OF MARCH 1, 2002.

Re:       USD 59,561,000.00 Rate Protection Transaction, dated as of March 26,
          2002 between SMBC Derivative Products Limited ("Party A") and BUNKER
          HILL SENIOR MEZZANINE, LLC ("Party B").


Our Reference Number: DPA200397


The purpose of this letter agreement is to REVISE AND REPLACE THE PREVIOUS
LETTER AGREEMENT DATED MARCH 26, 2002 and to set forth the terms and conditions
of the Rate Protection Transaction entered into between SMBC Derivative
Products Limited and BUNKER HILL SENIOR MEZZANINE, LLC on the Trade Date
specified below (the "Rate Protection Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below. This document supersedes all previous confirmations and
amendments with respect to the above referenced transaction.


The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.

<PAGE>


Page 2                                                                 DPA200397



1. ISDA AGREEMENT:

This Confirmation evidences a complete and binding agreement between you and us
as to the terms of the Transaction to which Confirmation relates. In addition,
you and we agree to use all reasonable efforts promptly to negotiate, execute
and deliver an agreement in the form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as you
and we will in good faith agree. Upon the execution by you and us of such an
agreement, this Confirmation will supplement, form part of, and be subject to
that agreement. All provisions contained in or incorporated by reference in that
agreement upon its execution will govern this Confirmation except as expressly
modified below. Until we execute and deliver that agreement, this Confirmation,
together with all other documents referring to the ISDA Form (each a
"Confirmation") confirming transactions (each a "Transaction") entered into
between us (notwithstanding anything to the contrary in a Confirmation), shall
supplement, form a part of, and be subject to, an agreement in the form of the
ISDA Form as if we had executed an agreement in such form on the Trade Date of
the first such Transaction between us. In the event of any inconsistency between
the provisions of that agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.

2. NOTICE TO COUNTERPARTY:

SMBC Derivative Products Limited is solely responsible for its contractual
obligations and commitments; none of Sumitomo Mitsui Banking Corporation, SMBC
Capital Markets, Inc., SMBC Limited nor any other affiliate of SMBC Derivative
Products Limited shall be responsible for the contractual obligations or
commitments of SMBC Derivative Products Limited.

SMBC Derivative Products Limited is not a bank and is separate from any
affiliated bank, and the obligations of SMBC Derivative Products Limited are not
deposits, are not insured by the United States of America or any agency thereof,
are not guaranteed by an affiliated bank, and are not otherwise an obligation of
an affiliated bank.

SMBC Derivative Products Limited is regulated by Financial Services Authority.
The time of execution of the transaction is available on request.

3. TERMS OF RATE PROTECTION TRANSACTION:

The terms of the particular Rate Protection Transaction to which this
Confirmation relates are as follows:

Type of Rate Protection Transaction:            Rate Cap Transaction

Notional Amount:                                USD 59,561,000.00

Trade Date:                                     March 26, 2002

Effective Date:                                 March 26, 2002

Termination Date:                               April 11, 2005; subject to
                                                adjustment in accordance with
                                                the Preceding Business Day
                                                Convention


<PAGE>

Page 3                                                                 DPA200397


FLOATING AMOUNTS:                               (PARTY A)

Floating Rate Payer:                            SMBC Derivative Products Limited

Floating Rate Calculation Period:               From and including the eleventh
                                                (11th) day of each month to but
                                                excluding the eleventh (11th)
                                                day of the following month
                                                beginning with the Effective
                                                Date and continuing until the
                                                Termination Date, subject to
                                                adjustment in accordance with
                                                the Preceding Business Day
                                                Convention

Floating Rate Payer Payment Dates:              Every month on the 11th of the
                                                month from and including April
                                                11, 2002 up to and including
                                                April 11, 2005; subject to
                                                adjustment in accordance with
                                                the Preceding Business Day
                                                Convention

Floating Rate for initial Calculation Period:   To be determined two London
                                                Banking Days prior to the
                                                Effective Date using the
                                                Floating Rate Option with a
                                                Designated Maturity of 1 Month

Floating Rate Option:                           USD-LIBOR-BBA

Designated Maturity:                            1 Month

Spread:                                         Inapplicable

Floating Rate Day Count Fraction:               Actual/360

RESET DATES:                                    FIVE BUSINESS DAYS AFTER THE
                                                10TH CALENDAR DAY OF EACH MONTH

Compounding:                                    Inapplicable

Cap Rate:                                       4.00% (percent) per annum from
                                                and including March 26, 2002 to
                                                but excluding April 11, 2003;

                                                5.00% (percent) per annum from
                                                and including April 11, 2003 to
                                                but excluding April 11, 2004;

                                                6.00% (percent) per annum from
                                                and including April 11, 2004 to
                                                and including April 11, 2005;
                                                subject to adjustment in
                                                accordance with the Preceding
                                                Business Day Convention

FIXED AMOUNTS:                                  (PARTY B)

Fixed Rate Payer:                               BUNKER HILL SENIOR MEZZANINE,
                                                LLC

Fixed Rate Payer Payment Date(s):               March 28, 2002

FIXED AMOUNT:                                   USD 919,169.56
<PAGE>
Page 4                                                                 DPA200397

Business Days for Payments by both parties: New York

Calculation Agent:                          SMBC Derivative Products Limited

Governing Law:                              New York

Collateral Assignment:                      SMBC Derivative Products Limited
                                            consents to a Collateral Assignment
                                            of this Confirmation and the
                                            Agreement and agrees to execute
                                            separate consents as may be
                                            reasonably requested by the parties
                                            to such agreements

Assignment:                                 SMBC Derivative Products Limited
                                            will not unreasonably withhold or
                                            delay an assignment of this
                                            agreement to any other third party.

4. CREDIT SUPPORT DOCUMENTS:                Inapplicable

5. PAYMENT INSTRUCTIONS:

Payments to SMBC Derivative Products Limited of USD amounts:

Depository:                                 JP Morgan Chase Bank New York Branch
Address:                                    New York, NY
In Favor Of:                                SMBC Derivative Products Limited
Account No.:                                400035413

Please contact Larry Weissblum of our Operations Group if you have any
questions concerning SMBC Derivative Products Limited's payment instructions
referenced above (Telephone: 212-224-5061; Telefax: 212-224-5111).

Payments to BUNKER HILL SENIOR MEZZANINE, LLC of USD amounts:

Depository:                                 PLEASE ADVISE
In Favor Of:

Each party will be deemed to represent to the other party on the date on which
it enters into this Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for this
Transaction):

     (i)  NON-RELIANCE. It is acting for its own account, and it has made its
own independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. It is not relying on
any communication (written or oral) of the other party as investment advice or
as a recommendation to enter into this Transaction: it being understood that
information and explanations relating to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of this Transaction.

     (ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits
of and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the risks of this
Transaction.
<PAGE>


Page 5                                                                 DPA200397



(iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for or an
advisor to it in respect of this Transaction.


Please confirm that the foregoing correctly sets forth the terms of the
agreement between you and us by executing this Confirmation and returning it to
the documentation contact above.



Yours Sincerely,


SMBC Capital Markets, Inc. as Agent for SMBC Derivative Products Limited


By:  /s/ Jaime Betancourt III
    -----------------------------
Name:  Jaime Betancourt III
Title: Assistant Vice President



By:  /s/ Julie Diaz
    -----------------------------
Name:  Julie Diaz
Title: Officer


Confirmed as of the date first written above:

BUNKER HILL SENIOR MEZZANINE, LLC

By: Bunker Hill Junior Mezzanine, LLC, Its: member
By: Bunker Hill Equity, LLC, Its: member
By: RECP Library LLC, Its: Managing Manager

By:  /s/ Robert Cavanaugh
    -----------------------------
Name:  Robert Cavanaugh
Title: Treasurer
<PAGE>
(MULTICURRENCY -- CROSS BORDER)

                                  [ISDA LOGO]
                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                                MASTER AGREEMENT

                           dated as of MARCH 26, 2002

     SMBC DERIVATIVE PRODUCTS LIMITED and BUNKER HILL SENIOR MEZZANINE, LLC
     --------------------------------     ---------------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.   INTERPRETATION

(a)  DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a)  GENERAL CONDITIONS.

     (i)   Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii)  Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to
     (1) the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition precedent that no Early Termination Date in respect of the
     relevant Transaction has occurred or been effectively designated and (3)
     each other applicable condition precedent specified in this Agreement.


       Copyright (C) 1992 by International Swap Dealers Association, Inc.
<PAGE>

(b)  CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the schedule date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  NETTING. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the
other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess of
the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.

(d)  DEDUCTION OR WITHHOLDING FOR TAX.

     (i)  GROSS-UP. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by an applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X")
     will:--

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that such
          deduction or withholding is required or receiving notice that such
          amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
          payment to which Y is otherwise entitled under this Agreement, such
          additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes, whether
          assessed against X or Y) will equal the full amount Y would have
          received had no such deduction or withholding been required. However,
          X will not be required to pay an additional amount to Y to the extent
          that it would not be required to be paid but for:--

              (A) the failure by Y to comply with or perform any agreement
              contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

              (B) the failure of a representation made by Y pursuant to Section
              3(f) to be accurate and true unless such failure would not have
              occurred but for (I) any action taken by a taxing authority, or
              brought in a court of competent jurisdiction, on or after the date
              on which a Transaction is entered into (regardless of whether such
              action is taken or brought with respect to a party to this
              Agreement) or (II) a Change in Tax Law.


                                       2
<PAGE>
     (ii)  LIABILITY, If:--

           (1) X is required by any applicable law, as modified by the practice
           of any relevant governmental revenue authority, to make any deduction
           or withholding in respect of which X would not be required to pay an
           additional amount to Y under Section 2(d)(i)(4);

           (2) X does not so deduct or withhold; and

           (3) a liability resulting from such Tax is assessed directly against
           X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay
interest (before as well as after judgment) on the overdue amount to the other
party on demand in the same currency as such overdue amount, for the period
from (and including) the original due date for payment to (but excluding) the
date of actual payment, at the Default Rate. Such interest will be calculated
on the basis of daily compounding and the actual number of days elapsed. If,
prior to the occurrence or effective designation of an Early Termination Date
in respect of the relevant Transaction, a party defaults in the performance of
any obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.   REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:--

(a)  BASIC REPRESENTATIONS.

     (i)   STATUS. It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii)  POWERS. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision of
     its constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv)  CONSENTS. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v)   OBLIGATIONS BINDING. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).
<PAGE>

(b)  ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  PAYER TAX REPRESENTATION. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.   AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)  FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i)   any forms, documents or certificates relating to taxation specified
     in the Schedule or any Confirmation;

     (ii)  any other documents specified in the Schedule or any Confirmation;
     and

     (iii) upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
     such other party or its Credit Support Provider to make a payment under
     this Agreement or any applicable Credit Support Document without any
     deduction or withholding for or on account of any Tax or with such
     deduction or withholding at a reduced rate (so long as the completion,
     execution or submission of such form or document would not materially
     prejudice the legal or commercial position of the party in receipt of such
     demand), with any such form or document to be accurate and completed in a
     manner reasonably satisfactory to such other party and to be executed and
     to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  TAX AGREEMENT. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  PAYMENT OF STAMP TAX. Subject to Section II, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,
<PAGE>
organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5. EVENTS OF DEFAULT AND TERMINATION EVENTS

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) CREDIT SUPPORT DEFAULT.

          (1) Failure by the party or any Credit Support Provider of such party
          to comply with or perform any agreement or obligation to be complied
          with or performed by it in accordance with any Credit Support Document
          if such failure is continuing after any applicable grace period has
          elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction of
          all obligations of such party under each Transaction to which such
          Credit Support Document relates without the written consent of the
          other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the validity
          of, such Credit Support Document;

     (iv) MISREPRESENTATION. A representation (other than a representation under
     Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however
<PAGE>


     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of them
     (individually or collectively) in an aggregate amount of not less than the
     applicable Threshold Amount (as specified in the Schedule) which has
     resulted in such Specified Indebtedness becoming, or becoming capable at
     such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on the
     due date thereof in an aggregate amount of not less than the applicable
     Threshold Amount under such agreements or instruments (after giving effect
     to any applicable notice requirement or grace period);

     (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:--

          (1) is dissolved (other than pursuant to a consolidation, amalgamation
          or merger); (2) becomes insolvent or is unable to pay its debts or
          fails or admits in writing its inability generally to pay its debts as
          they become due; (3) makes a general assignment, arrangement or
          composition with or for the benefit of its creditors; (4) institutes
          or has instituted against it a proceeding seeking a judgment of
          insolvency or bankruptcy or any other relief under any bankruptcy or
          insolvency law or other similar law affecting creditors' rights, or a
          petition is presented for its winding-up or liquidation, and, in the
          case of any such proceeding or petition instituted or presented
          against it, such proceeding or petition (A) results in a judgment of
          insolvency or bankruptcy or the entry of an order for relief or the
          making of an order for its winding-up or liquidation or (B) is not
          dismissed, discharged, stayed or restrained in each case within 30
          days of the institution or presentation thereof; (5) has a resolution
          passed for its winding-up, official management or liquidation (other
          than pursuant to a consolidation, amalgamation or merger); (6) seeks
          or becomes subject to the appointment of an administrator, provisional
          liquidator, conservator, receiver, trustee, custodian or other similar
          official for it or for all or substantially all its assets; (7) has a
          secured party take possession of all or substantially all its assets
          or has a distress, execution, attachment, sequestration or other legal
          process levied, enforced or sued on or against all or substantially
          all its assets and such secured party maintains possession, or any
          such process is not dismissed, discharged, stayed or restrained, in
          each case within 30 days thereafter; (8) causes or is subject to any
          event with respect to it which, under the applicable laws of any
          jurisdiction, has an analogous effect to any of the events specified
          in clauses (1) to (7) (inclusive); or (9) takes any action in
          furtherance of, or indicating its consent to, approval of, or
          acquiescence in, any of the foregoing acts; or

     (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer:--

          (1) the resulting, surviving or transferee entity fails to assume all
          the obligations of such party or such Credit Support Provider under
          this Agreement or any Credit Support Document to which it or its
          predecessor was a party by operation of law or pursuant to an
          agreement reasonably satisfactory to the other party to this
          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend
          (without the consent of the other party) to the performance by such
          resulting, surviving or transferee entity of its obligations under
          this Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event



<PAGE>


Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):--

          (1) to perform any absolute or contingent obligation to make a payment
          or delivery or to receive a payment or delivery in respect of such
          Transaction or to comply with any other material provision of this
          Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying, the occurrence
     of such event (and, in such event, the Affected Party or Affected Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.



<PAGE>
6. EARLY TERMINATION

     (a)  RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto. (8). and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly
     upon becoming aware of it, notify the other party, specifying the nature of
     that Termination Event and each Affected Transaction and will also give
     such other information about that Termination Event as the other party may
     reasonably require.

     (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate on Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv) RIGHT TO TERMINATE. If:--

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party gives
          notice under Section 6(b)(i): or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
          or an Additional Termination Event occurs, or a Tax Event Upon Merger
          occurs and the Burdened Party is not the Affected Party.

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party is the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then
<PAGE>
     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  EFFECT OF DESIGNATION.

     (i)  If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d)  CALCULATIONS.

     (i)  STATEMENT. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) PAYMENT DATE. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment
method, either the "First Method" or the "Second Method". If the parties fail
to designate a payment measure or payment method in the Schedule, it will be
deemed that, "Market Quotation" or the "Second Method", as the case may be,
shall apply. The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to any Set-off.

     (i)  EVENTS OF DEFAULT. If the Early Termination Date results from an
     Event of Default:--

          (1) FIRST METHOD AND MARKET QUOTATION. If the First Method and Market
          Quotation apply, the Defaulting Party will pay to the Non-defaulting
          Party the excess, if a positive number, of (A) the sum of the
          Settlement Amount (determined by the Non-defaulting Party) in respect
          of the Terminated Transactions and the Termination Currency Equivalent
          of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
          Termination Currency Equivalent of the Unpaid Amounts owing to the
          Defaulting Party.

          (2) FIRST METHOD AND LOSS. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this Agreement.

          (3) SECOND METHOD AND MARKET QUOTATION. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the sum
          of the Settlement Amount (determined by the
<PAGE>
           Non-defaulting Party) in respect of the Terminated Transactions and
           the Termination Currency Equivalent of the Unpaid Amounts owing to
           the Non-defaulting Party less (B) the Termination Currency Equivalent
           of the Unpaid Amounts owing to the Defaulting Party. If that amount
           is a positive number, the Defaulting Party will pay it to the
           Non-defaulting Party; if it is a negative number, the Non-defaulting
           Party will pay the absolute value of that amount to the Defaulting
           Party.

           (4) SECOND METHOD AND LOSS. If the Second Method and Loss apply, an
           amount will be payable equal to the Non-defaulting Party's Loss in
           respect of this Agreement. If that amount is a positive number, the
           Defaulting Party will pay it to the Non-defaulting Party; if it is a
           negative number, the Non-defaulting Party will pay the absolute value
           of that amount to the Defaulting Party.

    (ii)   TERMINATION EVENTS. If the Early Termination Date results from a
    Termination Event:--

           (1) ONE AFFECTED PARTY. If there is one Affected Party, the amount
           payable will be determined in accordance with Section 6(e)(i)(3), if
           Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
           except that, in either case, references to the Defaulting Party and
           to the Non-defaulting Party will be deemed to be references to the
           Affected Party and the party which is not the Affected Party,
           respectively, and, if Loss applies and fewer than all the
           Transactions are being terminated, Loss shall be calculated in
           respect of all Terminated Transactions.

           (2) TWO AFFECTED PARTIES. If there are two Affected Parties:--

               (A) if Market Quotation applies, each party will determine a
               Settlement Amount in respect of the Terminated Transactions, and
               an amount will be payable equal to (I) the sum of (a) one-half of
               the difference between the Settlement Amount of the party with
               the higher Settlement Amount ("X") and the Settlement Amount of
               the party with the lower Settlement Amount ("Y") and (b) the
               Termination Currency Equivalent of the Unpaid Amounts owing to X
               less (II) the Termination Currency Equivalent of the Unpaid
               Amounts owing to Y; and

               (B) if Loss applies, each party will determine its Loss in
               respect of this Agreement (or, if fewer than all the Transactions
               are being terminated, in respect of all Terminated Transactions)
               and an amount will be payable equal to one-half of the difference
               between the Loss of the party with the higher Loss ("X") and the
               Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if it
          is a negative number, X will pay the absolute value of that amount to
          Y.

    (iii) ADJUSTMENT FOR BANKRUPTCY. If circumstances where an Early
    Termination Date occurs because "Automatic Early Termination" applies in
    respect of a party, the amount determined under this Section 6(e) will be
    subject to such adjustments as are appropriate and permitted by law to
    reflect any payments or deliveries made by one party to the other under this
    Agreement (and retained by such other party) during the period from the
    relevant Early Termination Date to the date for payment determined under
    Section 6(d)(ii).

    (iv)  PRE-ESTIMATE. The parties agree that if Market Quotation applies an
    amount recoverable under this Section 6(e) is a reasonable pre-estimate of
    loss and not a penalty. Such amount is payable for the loss of bargain and
    the loss of protection against future risks and except as otherwise provided
    in this Agreement neither party will be entitled to recover any additional
    damages as a consequence of such losses.
<PAGE>
7.     TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)     a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)     a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.     CONTRACTUAL CURRENCY

(a)    PAYMENT IN THE CONTRACTUAL CURRENCY.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered into
the Contractual Currency, of the full amount in the Contractual Currency of all
amounts payable in respect of this Agreement. If for any reason the amount in
the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required
to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will
refund promptly the amount of such excess.


(b)     JUDGMENTS.  To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)     SEPARATE INDEMNITIES.  To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d)     EVIDENCE OF LOSS.  For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.
<PAGE>

9.   MISCELLANEOUS

(a)  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)  AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by
an exchange of telexes or electronic messages on an electronic messaging system.

(c)  SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)  REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)  COUNTERPARTS AND CONFIRMATIONS.

     (i)  This Agreement (and each amendment, modification and waiver in respect
     of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f)  NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)  HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.  OFFICES; MULTIBRANCH PARTIES

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through
its head or home office. This representation will be deemed to be repeated by
such party on each date on which a Transaction is entered into.

(b)  Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)  If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11.  EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

<PAGE>
to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.     NOTICES

(a)     EFFECTIVENESS.  Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

        (i)     if in writing and delivered in person or by courier, on the
                date it is delivered;

        (ii)    if sent by telex, on the date the recipient's answerback is
        received;

        (iii)   if sent by facsimile transmission, on the date that transmission
        is received by a responsible employee of the recipient in legible form
        (it being agreed that the burden of proving receipt will be on the
        sender and will not be met by a transmission report generated by the
        sender's facsimile machine);

        (iv)    if sent by certified or registered mail (airmail, if overseas)
        or the equivalent (return receipt requested), on the date that mail is
        delivered or its delivery is attempted; or

        (v)     if sent by electronic messaging system, on the date that
        electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)     CHANGE OF ADDRESSES.  Either party may by notice to the other change
the address, telex or facsimile number of electronic messaging system details
at which notices or other communications are to be given to it.

13.     GOVERNING LAW AND JURISDICTION

(a)     GOVERNING LAW.  This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)     JURISDICTION.  With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

        (i)  submits to the jurisdiction of the English courts, if this
        Agreement is expressed to be governed by English law, or to the
        non-exclusive jurisdiction of the courts of the State of New York and
        the United States District Court located in the Borough of Manhattan in
        New York City, if this Agreement is expressed to be governed by the
        laws of the State of New York; and

        (ii) waives any objection which it may have at any time to the laying of
        venue of any Proceedings brought in any such court, waives any claim
        that such Proceedings have been brought in an inconvenient forum and
        further waives the right to object, with respect to such Proceedings,
        that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)     SERVICE OF PROCESS.  Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any


<PAGE>


reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)  WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.  DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or persons.

"APPLICABLE RATE" means:--

(a)  in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)  in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which the amount is payable, the Default Rate;

(c)  in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d)  in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified
as such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

<PAGE>
"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority)
and "LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating, liquidating,
obtaining or reestablishing any hedge or related trading position (or any gain
resulting from any of them). Loss includes losses and costs (or gains) in
respect of any payment or delivery required to have been made (assuming
satisfaction of each applicable condition precedent) on or before the relevant
Early Termination Date and not made, except, so as to avoid duplication, if
Section 6(c)(i)(1) or (3) or 6(c)(ii)(2)(A) applies. Loss does not include a
party's legal fees and out-of-pocket expenses referred to under Section II. A
party will determine its Loss as of the relevant Early Termination Date, or, if
that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable. A party may (but need not) determine its Loss by
reference to quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition
precedent) by the parties under Section 2(a)(i) in respect of such Terminated
Transaction or group of Terminated Transactions that would, but for the
occurrence of the relevant Early Termination Date, have
<PAGE>
been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:-

(a)  the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)  such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.



<PAGE>


"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of
such party or any applicable Specified Entity of such party) and the other
party to this Agreement (or any Credit Support Provider of such other party or
any applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto) that
is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation or
similar tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a
rate for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under
Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market

<PAGE>
value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding) such
Early Termination Date, at the Applicable Rate. Such amounts of interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.



  SMBC DERIVATIVE PRODUCTS LIMITED           BUNKER HILL SENIOR MEZZANINE, LLC
---------------------------------------     -----------------------------------
          (Name of Party)                             (Name of Party)



By: SMBC Capital Markets, Inc.,            By: Bunker Hill Junior Mezzanine, LLC
Its: Agent                                 Its: Member


By: /s/ Kenichi Morooka                    By: Bunker Hill Equity, LLC
---------------------------------------    Its: Member
Name: Kenichi Morooka
Title: Managing Director
Date: April 2, 2002                        By: RECP Library LLC
                                           Its: Managing Manager

                                           By: /s/ Robert Cavanaugh
                                           -----------------------------------
                                           Name: Robert Cavanaugh
                                           Title: Treasurer
                                           Date:

<PAGE>


EXECUTION COPY

                                    SCHEDULE

                          TO THE ISDA MASTER AGREEMENT

                       DATED AS OF MARCH 26, 2002 BETWEEN

                        SMBC DERIVATIVE PRODUCTS LIMITED

                                  ("PARTY A")

                                      AND

                       BUNKER HILL SENIOR MEZZANINE, LLC

                                  ("PARTY B")

                         Part 1 Termination Provisions

In this Agreement:

(a)  "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

     Section 5(a)(v): none;
     Section 5(a)(vi): none;
     Section 5(a)(vii): none; and
     Section 5(b)(iv): none;

     and in relation to Party B for the purpose of:

     Section 5(a)(v): none;
     Section 5(a)(vi): none;
     Section 5(a)(vii): none; and
     Section 5(b)(iv): none;

(b)  "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of
     the Agreement.

(c)  The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to
     Party A or Party B.

(d)  The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
     apply to Party A or Party B.

(e)  The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
     to Party A or Party B.

(f)  PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
     Agreement:

     (i)   Market Quotation will apply.

     (ii)  The Second Method will apply.

(g)  "TERMINATION CURRENCY" means U.S. Dollars.

(h)  "ADDITIONAL TERMINATION EVENT" will apply to Party A.

It shall be an Additional Termination Event with respect to Party A if at any
time its counterparty rating shall be downgraded below AA- by Standard & Poor's
Corporation ("S&P"), or below Aa3 by Moody's Investors Service, Inc.
("Moody's"), or either such rating is withdrawn, in which case Party A shall

<PAGE>


EXECUTION COPY


be the sole Affected Party. Party A may avoid the occurrence of this Additional
Termination Event by promptly giving notice to Party B of such a downgrade, and
within five (5) Business Days of such notice, obtaining for Party B a
replacement counterparty with an AAA rating from S&P and an Aaa rating from
Moody's who shall enter into an agreement with Party B with terms identical or
substantially identical to terms contained in this Agreement.


                           Part 2 Tax Representations

(a)  PAYER REPRESENTATION. For the purpose of Section 3(e), Party A and Party B
     each makes the following representation:

          It is not required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, of any Relevant
          Jurisdiction to make any deduction or withholding for or on account of
          any Tax from any payment (other than interest under Section 2(e),
          6(d)(ii) or 6(e)) to be made by it to the other party under this
          Agreement. In making this representation, it may rely on: (i) the
          accuracy of any representation made by the other party pursuant to
          Section 3(f); (ii) the satisfaction of the agreement of the other
          party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
          effectiveness of any document provided by the other party pursuant to
          Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the
          agreement of the other party contained in Section 4(d).

(b)  PAYEE TAX REPRESENTATIONS.

     (i)  For the purpose of Section 3(f), Party A and Party B make the
          following representations:

          (1)  The following representation will apply to Party A:

               It is entering into each Transaction in the ordinary course of
               its trade as, and is, either (I) a recognized U.K. bank or (II) a
               recognized U.K. swaps dealer (in either case (I) or (II), for
               purposes of the United Kingdom Inland Revenue extra statutory
               concession C17 on interest and currency swaps dated March 14,
               1989), and it will bring into account payments made and received
               in respect of each Transaction in computing its income for United
               Kingdom tax purposes.

          (2)  The following representation will apply to Party B:

               It is a limited liability company organized under the laws of the
               State of Delaware, with its principal place of business in the
               State of California.

     (ii) Other Payee Representations: None.


                     Part 3 Agreement to Deliver Documents

For the purposes of Section 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:

(a)  Tax forms, documents or certificates to be delivered are: as needed.

(b)  Other documents to be delivered are:

<PAGE>
EXECUTION COPY

<Table>
<Caption>
Party Required to     Form/Document/Certificate                  Date By Which To        Covered
Deliver Document                                                 Be Delivered            by 3(d)
--------------------- -------------------------------            -----------------       -------------
<S>                   <C>                                        <C>                     <C>
Party A & Party B     Certificate of signing authority and       Upon execution of       Yes
                      specimen signatures of each individual     and delivery of this
                      executing this Agreement                   Agreement

Party A               Certified copies of all corporate          Upon execution of       Yes
                      resolutions authorizing the execution of   and delivery of this
                      this Agreement                             Agreement

Party A               An opinion of counsel satisfactory to      Upon execution of       Yes
                      Party B concerning this agreement          and delivery of this
                                                                 Agreement
</Table>

                              Part 4 Miscellaneous

(a)    ADDRESSES FOR NOTICES.  For the purpose of Section 12(a) of this
Agreement:

       Address for notices or communications to Party A:

       SMBC DERIVATIVE PRODUCTS LIMITED
       Eighth Floor, Temple Court
       11 Queen Victoria Street
       London EC4N 4TA United Kingdom
       Attention: Swaps Administration
       Facsimile No.: (44 171) 786 1749
       Telephone No.: (44 171) 786 1700

       with a copy to:

       SMBC CAPITAL MARKETS, INC.
       277 Park Avenue, Fifth Floor
       New York, New York 10172 USA
       Attention: President
       Facsimile No.: (212) 224-4948
                      (212) 224-5111 (for payment and reset notices)
       Telephone No.: (212) 224-5020

       Address for notices or communications to Party B:

       BUNKER HILL SENIOR MEZZANINE, LLC
       c/o Maguire Partners
       555 West Fifth Street
       Suite 500
       Los Angeles, CA 90013-1010
       Attention: Mark Lammas
       Facsimile: (213)-533-5198
       Telephone: (213)-613-4598

       BUNKER HILL SENIOR MEZZANINE, LLC

       ---------------------------------
<PAGE>
EXECUTION COPY


      with a copy to:

      CHATHAM FINANCIAL CORPORATION
      688 Unionville Road
      Kennett Square, PA 19348 USA
      Attention: Scott Klein
      Facsimile No.: (610) 925-3125
      Telephone No.: (610) 925-3132

(b)   PROCESS AGENT.  For the purpose of Section 13(c) of this Agreement:

      Party A appoints as its Process Agent:

      SMBC CAPITAL MARKETS, INC.
      277 Park Avenue, Fifth Floor
      New York, New York 10172 USA
      Attention: President
      Facsimile No.: (212) 224-4948
                     (212) 224-5111 (for payment and reset notices)
      Telephone No.: (212) 224-5020

      Party B appoints as its Process Agent: Not applicable.

(c)   OFFICES.  The provisions of Section 10(a) will not apply to this
      Agreement.

(d)   MULTIBRANCH PARTY.  For the purpose of Section 10(c) of this Agreement:

      Party A is not a Multibranch Party.

      Party B is not a Multibranch Party.

(e)   CALCULATION AGENT.  The Calculation Agent is SMBC Capital Markets, Inc.
      acting as Agent for Party A, unless otherwise specified in a Confirmation
      in relation to the relevant Transaction.

(f)   CREDIT SUPPORT DOCUMENT.  Details of any Credit Support Document:

      With respect to Party A, Credit Support Document means: none.

      With respect to Party B, Credit Support Document means: none.

(g)   CREDIT SUPPORT PROVIDER.

      With respect to Party A, Credit Support Provider means: none.

      With respect to Party B, Credit Support Provider means: none.

(h)   GOVERNING LAW.  This Agreement will be governed by and construed in
      accordance with the laws of the State of New York (without reference to
      choice of law doctrine).

(i)   NETTING OF PAYMENTS.  Subparagraph (ii) of Section 2(c) of this Agreement
      will not apply to any of the Transactions or groups of Transactions in
      each case starting from the date of this Agreement.

(j)   "AFFILIATE" will have the meaning specified in Section 14 of this
      Agreement, provided that Party A shall have, or be deemed to have, no
      Affiliates for the purposes of this Agreement.
<PAGE>
EXECUTION COPY


                            Part 5 Other Provisions

(a)   Each party waives, to the fullest extent permitted by applicable law, any
      right it may have to a trial by jury in respect of any suit, action or
      proceeding relating to this Agreement or any Credit Support Document. Each
      party (1) certifies that no representative, agent or attorney of the other
      party or any Credit Support Provider has represented, expressly or
      otherwise, that such other party would not, in the event of such a suit,
      action or proceeding, seek to enforce the foregoing waiver and (2)
      acknowledges that it and the other party have been induced to enter into
      this Agreement and provide for any Credit Support Document, as applicable,
      by, among other things, the mutual waivers and certifications in this
      Section.

(b)   The parenthetical clause in Section 4(a)(iii) will not apply to Party A or
      Party B.

(c)   The obligations of Party A are obligations solely of Party A and are not
      obligations of, or guaranteed by, Sumitomo Mitsui Banking Corporation, or
      any subsidiary thereof.

(d)   For the purposes of Section 6(e), setoff will not apply. Additionally, in
      consideration of the execution and delivery hereof by Party A, Party B
      hereby waives, as it may apply to Party A only, any applicable right to
      set-off or similar right to withhold payment set forth in the Interest
      Rate and Currency Exchange Agreement or similar master agreement between
      Party B and SMBC Capital Markets, Inc.

(e)   NOTIFICATION OF RECORDING OF TELEPHONE CONVERSATIONS.  Each party hereby
      notifies the other that telephone conversations between the parties will
      be recorded, and each party consents to such recording and to such
      recording being produced in evidence in court proceedings.

(f)   FULLY-PAID TRANSACTIONS.

      (i)   The condition precedent in Section 2(a)(iii)(1) does not apply to a
            payment and delivery owing by a party if the other party shall have
            satisfied in full all its payment or delivery obligations under
            Section 2(a)(i) of this Agreement and shall at the relevant time
            have no further payment or delivery obligations, whether absolute or
            contingent under Section 2(a)(i).

      (ii)  Notwithstanding the terms of Section 5 and 6 of this Agreement if at
            any time and so long as one of the parties to this Agreement ("X")
            shall have satisfied in full all its payment and delivery
            obligations under Section 2(a)(i) of this Agreement and shall at the
            time have no future payment or delivery obligations, whether
            absolute or contingent under such Section, then unless the other
            party ("Y") is required pursuant to appropriate proceedings to
            return to X or otherwise returns to X upon demand of X any portion
            of any such payment or delivery, (a) the occurrence of an event
            described in Section 5(a) of this Agreement with respect to X any
            Credit Support Provider of X or any Specified Entity of X shall not
            constitute an Event of Default or a Potential Event of Default with
            respect to X as the Defaulting Party and (b) Y shall be entitled to
            designate an Early Termination date pursuant to Section 6 of this
            Agreement only as a result of the occurrence of a Termination Event
            set forth in (i) either Section 5(b)(i) or 5(b)(ii) of this
            Agreement with respect to Y as the Affected Party or (ii) Section
            5(b)(iii) of this Agreement with respect to Y as the Burdened Party.

      (iii) This Agreement shall govern only Transactions which are rate cap or
            floor Transactions or other option Transactions in respect of which
            (a) Party B is the purchaser and (b) Party B pays the relevant
            premium amount in full (an "Upfront Premium") at the inception of
            such Transaction, and has no further payment or delivery obligations
            under Section 2(a)(i) whether absolute or contingent, subsequent to
            the payment of such Upfront Premium.

(g)   INCONSISTENCY.  In the event of any inconsistency between any of the
      following documents the relevant documents first listed below shall
      govern: (i) a Confirmation; (ii) the Schedule; (iii) the 2000 Definitions;
      and (iv) the printed form of ISDA Master Agreement.

(h)   Party B hereby covenants that prior to entering into a rate cap or a
      floor Transaction or other option Transaction having an installment paid
      premium, Party B will notify Party A of its intent to enter into
<PAGE>


EXECUTION COPY


     such transaction and further covenants that it will enter into a new ISDA
     Master Agreement with Party A in respect of such Transaction.

(i)  RELATIONSHIP BETWEEN THE PARTIES. Each party will be deemed to represent to
     the other party on the date on which it enters into a Transaction that
     (absent a written agreement between the parties that expressly imposes
     affirmative obligations to the contrary for that Transaction):

          (i)    Non-Reliance. It is acting for its own account, and has made
                 its own independent decisions to enter into that Transaction
                 and as to whether that Transaction is appropriate or proper for
                 it based upon its own judgement and upon advice from such
                 advisors as it has deemed necessary. It is not relying on any
                 communication (written or oral) of the other party as
                 investment advice or as a recommendation to enter into that
                 Transaction; it being understood that information and
                 explanations related to the terms and conditions of a
                 Transaction shall not be considered investment advice or a
                 recommendation to enter into that Transaction. No communication
                 (written or oral) received from the other party shall be deemed
                 to be an assurance or guarantee as to the expected results of
                 that Transaction;

          (ii)   Assessment and Understanding. It is capable of assessing the
                 merits of and understanding (on its own behalf or through
                 independent professional advice), and understands and accepts,
                 the terms, conditions and risks of that Transaction. It is also
                 capable of assuming, and assumes, the risks of that
                 Transaction;

          (iii)  Status of Parties. The other party is not acting as a fiduciary
                 for or an advisor to it in respect of that Transaction; and

          (iv)   Eligible Contract Participant. It is an "eligible contract
                 participant" as defined in the U.S. Commodity Exchange Act.

(j)  ISDA DEFINITIONS. Unless otherwise specified in a Confirmation, each
     Confirmation shall be deemed to incorporate the 2000 ISDA Definitions (the
     "2000 Definitions"), published by the International Swap Derivatives
     Association, Inc. as amended and supplemented through the date on which the
     parties enter into the transaction evidenced by that Confirmation. In the
     event of any inconsistency between the provisions of this Agreement and a
     Confirmation, the Confirmation will prevail.