<PAGE>

                                                                  EXECUTION COPY
                                                                  --------------

                         364-DAY COMPETITIVE ADVANCE AND
                           REVOLVING CREDIT AGREEMENT

                      Dated as of March 4, 1997, as amended
                     and restated through February 28, 2000

                                      among

                                 PHH CORPORATION

                                   as Borrower

                                       and

                         THE LENDERS REFERRED TO HEREIN

                                       and

                THE CHASE MANHATTAN BANK, as Administrative Agent


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

                CHASE SECURITIES INC., Arranger and Book Manager

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.  DEFINITIONS...............................................................1

2.  THE LOANS................................................................15
       SECTION 2.1.  Commitments.............................................15
       SECTION 2.2.  Loans...................................................16
       SECTION 2.3.  Use of Proceeds.........................................17
       SECTION 2.4.  Competitive Bid Procedure...............................17
       SECTION 2.5.  Revolving Credit Borrowing Procedure....................20
       SECTION 2.6.  Refinancings............................................20
       SECTION 2.7.  Fees....................................................21
       SECTION 2.8.  Repayment of Loans; Evidence of Debt....................22
       SECTION 2.9.  Interest on Loans.......................................23
       SECTION 2.10.  Interest on Overdue Amounts............................23
       SECTION 2.11.  Alternate Rate of Interest.............................24
       SECTION 2.12.  Termination and Reduction of Commitments...............24
       SECTION 2.13.  Prepayment of Loans....................................25
       SECTION 2.14.  Eurocurrency Reserve Costs.............................25
       SECTION 2.15.  Reserve Requirements; Change in Circumstances..........26
       SECTION 2.16.  Change in Legality.....................................28
       SECTION 2.17.  Reimbursement of Lenders...............................28
       SECTION 2.18.  Pro Rata Treatment.....................................29
       SECTION 2.19.  Right of Setoff........................................30
       SECTION 2.20.  Manner of Payments.....................................30
       SECTION 2.21.  Withholding Taxes......................................31
       SECTION 2.22.  Certain Pricing Adjustments............................32
       SECTION 2.23.  [Intentionally Deleted.]...............................33
       SECTION 2.24.  Extension of Maturity Date.............................33

3.  REPRESENTATIONS AND WARRANTIES OF BORROWER...............................34
       SECTION 3.1.  Corporate Existence and Power...........................35
       SECTION 3.2.  Corporate Authority and No Violation....................35
       SECTION 3.3.  Governmental and Other Approval and Consents............35
       SECTION 3.4.  Financial Statements of Borrower........................35
       SECTION 3.5.  No Material Adverse Change..............................36
       SECTION 3.7.  Copyrights, Patents and Other Rights....................36
       SECTION 3.8.  Title to Properties.....................................36

                                       -i-
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                                                                            Page
                                                                            ----

       SECTION 3.9.  Litigation..............................................36
       SECTION 3.10.  Federal Reserve Regulations............................36
       SECTION 3.11.  Investment Company Act.................................37
       SECTION 3.12.  Enforceability.........................................37
       SECTION 3.13.  Taxes..................................................37
       SECTION 3.14.  Compliance with ERISA..................................37
       SECTION 3.15.  Disclosure.............................................38
       SECTION 3.16.  Environmental Liabilities..............................38
       SECTION 3.17.  Year 2000 Matters......................................38

4.  CONDITIONS OF LENDING....................................................38
       SECTION 4.1.  Conditions Precedent to Effectiveness...................38
         (a)  Loan Documents.................................................38
         (b)  Corporate Documents for the ...................................38
         (c)  Financial Statements...........................................39
         (d)  Opinions of Counsel............................................39
         (e)  No Material Adverse Change.....................................39
         (f)  Payment of Fees................................................39
         (g)  Closing Date Payments..........................................39
         (h)  Litigation.....................................................39
         (i)  Officer's Certificate..........................................39
       SECTION 4.2.  Conditions Precedent to Each Loan.......................40
         (a)  Notice.........................................................40
         (b)  Representations and Warranties.................................40
         (c)  No Event of Default............................................40

5.  AFFIRMATIVE COVENANTS....................................................40
       SECTION 5.1.  Financial Statements, Reports, etc. ....................40
       SECTION 5.2.  Corporate Existence; Compliance with Statutes...........42
       SECTION 5.3.  Insurance...............................................42
       SECTION 5.4.  Taxes and Charges.......................................42
       SECTION 5.5.  ERISA Compliance and Reports............................43
       SECTION 5.6.  Maintenance of and Access to Books and
                      Records; Examinations..................................43
       SECTION 5.7.  Maintenance of Properties...............................43

6.  NEGATIVE COVENANTS.......................................................44
       SECTION 6.1.  Limitation on Material Subsidiary Indebtedness..........44
       SECTION 6.2.  [Intentionally deleted].................................45
       SECTION 6.3.  Limitation on Transactions with Affiliates..............45
       SECTION 6.4.  Consolidation, Merger, Sale of Assets...................45
       SECTION 6.5.  Limitations on Liens....................................46
       SECTION 6.6.  Sale and Leaseback......................................47

                                      -ii-
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                                                                            Page
                                                                            ----

       SECTION 6.7.  Consolidated Net Worth..................................47
       SECTION 6.8.  Ratio of Indebtedness To Consolidated Net Worth.........48
       SECTION 6.9.  Accounting Practices....................................48
       SECTION 6.10.  Restrictions Affecting Subsidiaries....................48
       Section 6.11. [Intentionally Deleted].................................48
       SECTION 6.12.  Limitation on Mortgage Repurchase Indebtedness.........48

7.  EVENTS OF DEFAULT........................................................48

8.  THE ADMINISTRATIVE AGENT.................................................51
       SECTION 8.1.  Administration by Administrative Agent..................51
       SECTION 8.2.  Advances and Payments...................................51
       SECTION 8.3.  Sharing of Setoffs and Cash Collateral..................52
       SECTION 8.4.  Notice to the Lenders...................................52
       SECTION 8.5.  Liability of the Administrative Agent...................52
       SECTION 8.6.  Reimbursement and Indemnification.......................53
       SECTION 8.7.  Rights of Administrative Agent..........................54
       SECTION 8.8.  Independent Investigation by Lenders....................54
       SECTION 8.9.  Notice of Transfer......................................54
       SECTION 8.10.  Successor Administrative Agent.........................54

9.  MISCELLANEOUS............................................................55
       SECTION 9.1.  Notices.................................................55
       SECTION 9.2.  Survival of Agreement, Representations
                       and Warranties, etc. .................................55
       SECTION 9.3.  Successors and Assigns; Syndications;
                       Loan Sales; Participations............................55
       SECTION 9.4.  Expenses; Documentary Taxes.............................59
       SECTION 9.5.  Indemnity...............................................59
       SECTION 9.6.  CHOICE OF LAW...........................................60
       SECTION 9.7.  No Waiver...............................................60
       SECTION 9.8.  Extension of Maturity...................................60
       SECTION 9.9.  Amendments, etc. .......................................60
       SECTION 9.10.  Severability...........................................61
       SECTION 9.11.  SERVICE OF PROCESS; WAIVER OF JURY TRIAL...............61
       SECTION 9.12.  Headings...............................................62
       SECTION 9.13.  Execution in Counterparts..............................62
       SECTION 9.14.  Entire Agreement.......................................62
       SECTION 9.15.  Foreign Currency Judgments.............................63
       SECTION 9.16. [Intentionally Deleted].................................63
       SECTION 9.17.  Language...............................................63
       SECTION 9.18. [Intentionally Deleted].................................63
       SECTION 9.19.  European Economic And Monetary Union...................63


                                      -iii-
<PAGE>


SCHEDULES

     1.1A                Lenders, Addresses and Commitments
     1.1B                Available Foreign Currencies
     6.1                 Existing Material Subsidiary Indebtedness
     6.5                 Existing Liens

EXHIBITS

     A-1                 Form of Revolving Credit Note
     A-2                 Form of Competitive Note
     B-1                 Opinion of In-house Counsel
     B-2                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
     C                   Form of Assignment and Acceptance
     D                   Form of Compliance Certificate
     E-1                 Form of Competitive Bid Request
     E-2                 Form of Competitive Bid Invitation
     E-3                 Form of Competitive Bid
     E-4                 Form of Competitive Bid Accept/Reject Letter
     F                   Form of Revolving Credit Borrowing Request
     G                   Form of Extension Request
     H                   Form of Replacement Bank Agreement



<PAGE>

                364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT

AGREEMENT (the "Agreement"), dated as of March 4, 1997, as amended and restated
through February 28, 2000, among PHH CORPORATION, a Maryland corporation (the
"Borrower"), the Lenders referred to herein and THE CHASE MANHATTAN BANK, a New
York banking corporation, as agent (the "Administrative Agent") for the Lenders.

                             INTRODUCTORY STATEMENT

     The Borrower, certain of the Lenders and the Administrative Agent are
parties to the 364-Day Competitive Advance and Revolving Credit Agreement, dated
as of March 4, 1997, as amended to the date prior to the Closing Date referred
to below (the "Existing Credit Agreement"), pursuant to which the Lenders
established a $1,250,000,000 committed revolving credit facility under which
Revolving Credit Loans (as defined below) may be made to the Borrower. In
addition, pursuant to the Existing Credit Agreement, the Lenders provided to the
Borrower (i) a procedure pursuant to which Lenders may bid on an uncommitted
basis on short-term borrowings by the Borrower and (ii) a multi-currency credit
facility in an amount equal to $500,000,000.

     The Borrower has requested that the Maturity Date (as defined below) be
extended to February 26, 2001 and the amount committed under the revolving
credit facility be reduced to $750,000,000 and has requested certain other
amendments to the Existing Credit Agreement.

     The Borrower, the Lenders and the Administrative Agent desire to amend and
restate the Existing Credit Agreement pursuant to this Agreement and to continue
the Borrower's payment and performance obligations under the Existing Credit
Agreement, as amended hereby.

                     Accordingly, the parties hereto hereby agree as follows:

1.  DEFINITIONS

     For the purposes hereof unless the context otherwise requires, the
following terms shall have the meanings indicated, all accounting terms not
otherwise defined herein shall have the respective meanings accorded to them
under GAAP and all terms defined in the New York Uniform Commercial Code and not
otherwise defined herein shall have the respective meanings accorded to them
therein:

     "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

     "ABR Loan" shall mean any Revolving Credit Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article 2.

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                                                                               2

     "Affiliate" shall mean any Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, the Borrower. For
purposes of this definition, a Person shall be deemed to be "controlled by"
another if such latter Person possesses, directly or indirectly, power either to
(i) vote 10% or more of the securities having ordinary voting power for the
election of directors of such controlled Person or (ii) direct or cause the
direction of the management and policies of such controlled Person whether by
contract or otherwise.

     "Alternate Base Rate" shall mean for any day, a rate per annum (rounded
upwards to the nearest 1/16 of 1% if not already an integral multiple of 1/16 of
1%) equal to the greater of (a) the Prime Rate in effect for such day and (b)
the Federal Funds Effective Rate in effect for such day plus 1/2 of 1%. "Prime
Rate" shall mean the rate per annum publicly announced by the entity which is
the Administrative Agent from time to time as its prime rate in effect at its
principal office in New York City. For purposes of this Agreement, any change in
the Alternate Base Rate due to a change in the Prime Rate shall be effective on
the date such change in the Prime Rate is announced as effective. "Federal Funds
Effective Rate" shall mean, for any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate, for any reason, including, without limitation, the
inability or failure of the Administrative Agent to obtain sufficient bids or
publications in accordance with the terms hereof, the Alternate Base Rate shall
be determined without regard to clause (b) until the circumstances giving rise
to such inability no longer exist. Any change in the Alternate Base Rate due to
a change in the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Federal Funds Effective Rate.

     "Applicable Law" shall mean all provisions of statutes, rules, regulations
and orders of governmental bodies or regulatory agencies applicable to a Person,
and all orders and decrees of all courts and arbitrators in proceedings or
actions in which the Person in question is a party.

     "Assessment Rate" shall mean, for any day, the net annual assessment rate
(rounded upwards, if necessary, to the next higher Basis Point) as most recently
reasonably estimated by the Administrative Agent for determining the then
current annual assessment payable by the entity which is the Administrative
Agent to the Federal Deposit Insurance Corporation (or any successor) for
insurance by such Corporation (or such successor) of time deposits made in
Dollars at such entity's domestic offices.

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                                                                               3

     "Asset Securitization Subsidiary" shall mean (i) any Subsidiary engaged
solely in the business of effecting asset securitization transactions permitted
by this Agreement and activities incidental thereto or (ii) any Subsidiary whose
primary purpose is to hold title or ownership interests in mortgages, relocation
assets and related assets under management.

     "Assignment and Acceptance" shall mean an agreement in the form of Exhibit
C hereto, executed by the assignor, assignee and the other parties as
contemplated thereby.

     "Available Foreign Currencies" shall mean the currencies set forth on
Schedule 1.1B, and any other available and freely-convertible non-Dollar
currency selected by the Borrower and approved (which approval shall not be
unreasonably withheld) in writing by the Administrative Agent.

     "Basis Point" shall mean 1/100th of 1%.

     "Board" shall mean the Board of Governors of the Federal Reserve System.

     "Borrowing" shall mean a group of Loans of a single Interest Rate Type made
by certain Lenders (or in the case of a Competitive Borrowing, by the Lender or
Lenders whose Competitive Bids have been accepted pursuant to Section 2.4) on a
single date and as to which a single Interest Period is in effect.

     "Business Day" shall mean, with respect to any Loan, any day other than a
Saturday, Sunday or other day on which banks in the State of New York are
permitted or required by law to close; provided that when used in connection
with a LIBOR Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in Dollars or the applicable
Available Foreign Currency on the London Interbank Market (or such other
interbank eurocurrency market where the foreign currency and exchange operations
in respect of Dollars or the applicable Available Foreign Currency, as the case
may be, are then being conducted for delivery on the first day of such Interest
Period).

     "Capital Lease" shall mean as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
accordance with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

     "Cash Equivalents" shall mean (i) investments in commercial paper maturing
in not more than 270 days from the date of issuance which at the time of
acquisition is rated at least A-1 or the equivalent thereof by S&P, or P-1 or
the equivalent thereof by Moody's, (ii) investments in direct obligations or
obligations which are guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having a maturity of not more than
three years from the date of


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                                                                               4

acquisition, (iii) investments in certificates of deposit maturing not more than
one year from the date of origin issued by a bank or trust company organized or
licensed under the laws of the United States or any state or territory thereof
having capital, surplus and undivided profits aggregating at least $500,000,000
and A rated or better by S&P or Moody's, (iv) money market mutual funds having
assets in excess of $2,000,000,000, (v) investments in asset-backed or
mortgage-backed securities, including investments in collateralized, adjustable
rate mortgage securities and those mortgage-backed securities which are rated at
least AA by S&P or Aa by Moody's or are of comparable quality at the time of
investment, and (vi) banker's acceptances maturing not more than one year from
the date of origin issued by a bank or trust company organized or licensed under
the laws of the United States or any state or territory thereof and having
capital, surplus and undivided profits aggregating at least $500,000,000, and
rated A or better by S&P or Moody's.

     "Change in Control" shall mean (i) the acquisition by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and the
rules of the Securities and Exchange Commission thereunder as in effect on the
Closing Date), directly or indirectly, beneficially or of record, of ownership
or control of in excess of 50% of the voting common stock of Cendant Corporation
on a fully diluted basis at any time or (ii) if at any time, individuals who at
the Closing Date constituted the Board of Directors of Cendant Corporation
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of Cendant Corporation, as the
case may be, was approved by a vote of the majority of the directors then still
in office who were either directors at the Closing Date or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of Cendant Corporation or (iii)
Cendant Corporation shall cease to own, directly or through wholly-owned
Subsidiaries, all of the capital stock of the Borrower, free and clear of any
direct or indirect Liens.

     "Chase" shall mean The Chase Manhattan Bank, a New York banking
corporation.

     "Closing Date" shall mean the date on which the conditions precedent to the
effectiveness of this Agreement as set forth in Section 4.1 have been satisfied
or waived, which shall in no event be later than February 28, 2000.

     "Code" shall mean the Internal Revenue Code of 1986 and the rules and
regulations issued thereunder, as now and hereafter in effect, or any successor
provision thereto.

     "commencement of the third stage of EMU" shall mean the date of
commencement of the third stage of EMU or the date on which circumstances arise
which (in the opinion of the Administrative Agent) have substantially the same
effect and result in substantially the same consequences as commencement of the
third stage of EMU as contemplated by the Treaty on European Union.


<PAGE>

                                                                               5

     "Commitment" shall mean, with respect to each Lender, its Commitment to
make Loans to the Borrower pursuant to Section 2.1(a), in an aggregate amount
not to exceed at any time the amount set forth opposite such Lender's name under
the heading "Commitment" on Schedule 1.1A.

     "Commitment Expiration Date" shall have the meaning assigned to such term
in Section 2.24(a).

     "Commitment Period" shall mean the period from and including the Closing
Date to but not including the Maturity Date or such earlier date on which the
Commitments shall have been terminated in accordance with the terms hereof.

     "Commitment Utilization Percentage" shall mean on any day the percentage
equivalent of a fraction (a) the numerator of which is the sum of the aggregate
outstanding principal amount of Revolving Credit Loans and the Dollar Equivalent
Amount of the aggregate outstanding principal amount of Competitive Loans and
(b) the denominator of which is the Total Commitment (or, on any day after
termination of the Commitments, the Total Commitment in effect immediately
preceding such termination).

     "Competitive Bid" shall mean an offer by a Lender to make a Competitive
Loan pursuant to Section 2.4 in the form of Exhibit E-3.

     "Competitive Bid Accept/Reject Letter" shall mean a notification made by
the Borrower pursuant to Section 2.4(d) in the form of Exhibit E-4.

     "Competitive Bid Rate" shall mean, as to any Competitive Bid made by a
Lender pursuant to Section 2.4(b), (a) in the case of a LIBOR Loan, the Margin
and (b) in the case of a Fixed Rate Loan, the fixed rate of interest offered by
the Lender making such Competitive Bid.

     "Competitive Bid Request" shall mean a request made pursuant to Section 2.4
in the form of Exhibit E-1.

     "Competitive Borrowing" shall mean a Borrowing consisting of a Competitive
Loan or concurrent Competitive Loans from the Lender or Lenders whose
Competitive Bids for such Borrowing have been accepted by the Borrower under the
bidding procedure described in Section 2.4.

     "Competitive Loan" shall mean a Loan from a Lender to the Borrower pursuant
to the bidding procedure described in Section 2.4. Each Competitive Loan shall
be a LIBOR Competitive Loan or a Fixed Rate Loan.


<PAGE>

                                                                               6

     "Competitive Note" shall have the meaning assigned to such term in Section
2.8.

     "Consolidated Assets" shall mean, at any date of determination, the total
assets of the Borrower and its Consolidated Subsidiaries determined in
accordance with GAAP.

     "Consolidated Net Income" shall mean, for any period for which such amount
is being determined, the net income (loss) of the Borrower and its Consolidated
Subsidiaries during such period determined on a consolidated basis for such
period taken as a single accounting period in accordance with GAAP, provided
that there shall be excluded (i) income (or loss) of any Person (other than a
Consolidated Subsidiary) in which the Borrower or any of its Consolidated
Subsidiaries has an equity investment or comparable interest, except to the
extent of the amount of dividends or other distributions actually paid to the
Borrower or its Consolidated Subsidiaries by such Person during such period,
(ii) the income (or loss) of any Person accrued prior to the date it becomes a
Consolidated Subsidiary or is merged into or consolidated with the Borrower or
any of its Consolidated Subsidiaries or the Person's assets are acquired by the
Borrower or any of its Consolidated Subsidiaries, (iii) the income of any
Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by that Consolidated Subsidiary of the income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Consolidated Subsidiary, (iv) any extraordinary
after-tax gains and (v) any extraordinary pretax losses but only to the extent
attributable to a write-down of financing costs relating to any existing and
future indebtedness.

     "Consolidated Net Worth" shall mean, at any date of determination, all
amounts which would be included on a balance sheet of the Borrower and its
Consolidated Subsidiaries under stockholders' equity as of such date in
accordance with GAAP.

     "Consolidated Subsidiaries" shall mean all Subsidiaries of the Borrower
that are required to be consolidated with the Borrower for financial reporting
purposes in accordance with GAAP.

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

     "Currency" or "Currencies" shall mean the collective reference to Dollars
and Available Foreign Currencies.

     "Default" shall mean any event, act or condition which with notice or lapse
of time, or both, would constitute an Event of Default.


<PAGE>

                                                                               7

     "Dollar Equivalent Amount" shall mean with respect to (i) any amount of any
Available Foreign Currency on any date, the equivalent amount in Dollars of such
amount of Available Foreign Currency, as determined by the Administrative Agent
using the applicable Exchange Rate and (ii) any amount in Dollars, such amount.

     "Dollars" and "$" and "US$" shall mean lawful currency of the United
States.

     "EMU" shall mean economic and monetary union as contemplated in the Treaty
on European Union.

     "EMU legislation" shall mean legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency (whether known as the euro or otherwise), being in part the
implementation of the third stage of EMU.

     "Environmental Laws" shall mean any and all federal, provincial, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees or requirements of any Governmental Authority regulating,
relating to or imposing liability or standards of conduct concerning, any
Hazardous Material or environmental protection or health and safety, as now or
at any time hereafter in effect, including without limitation, the Clean Water
Act also known as the Federal Water Pollution Control Act, 33 U.S.C. (Section)
1251 et seq., the Clean Air Act, 42 U.S.C. (Section) 7401 et seq., the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. (Section) 136 et seq., the
Surface Mining Control and Reclamation Act, 30 U.S.C. (Section) 1201 et seq.,
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. (Section) 9601 et seq., the Superfund Amendment and Reauthorization Act
of 1986, Public Law 99-499, 100 Stat. 1613, the Emergency Planning and Community
Right to Know Act, 42 U.S.C. (Section) 11001 et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. (Section) 6901 et seq., the Occupational Safety and
Health Act as amended, 29 U.S.C. (Section) 655 and (Section) 657, together, in
each case, with any amendment thereto, and the regulations adopted and
publications promulgated thereunder and all substitutions thereof.

     "Environmental Liabilities" shall mean any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
such Act may be amended, and the regulations promulgated thereunder.


<PAGE>

                                                                               8

     "euro" shall mean the single currency of participating member states of the
European Union.

     "euro unit" shall mean the currency unit of the euro.

     "Event of Default" shall have the meaning given such term in Article 7.

     "Excess Utilization Day" shall mean each day on which the Commitment
Utilization Percentage exceeds 33%.

     "Exchange Rate" shall mean (i) with respect to any Available Foreign
Currency other than Canadian Dollars on any date, the rate at which such
Available Foreign Currency may be exchanged into Dollars, as set forth on such
date on the relevant Reuters currency page at or about 11:00 A.M. New York City
time on such date and (ii) with respect to Canadian Dollars, the spot rate at
which Canadian Dollars may be exchanged into U.S. Dollars, as quoted by The Bank
of Canada at approximately 12:00 noon, Toronto time, as set forth on the Reuters
"BOFC" page. In the event that such rate does not appear on any such Reuters
page, the "Exchange Rate" with respect to such Available Foreign Currency shall
be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Administrative Agent and
the Borrower or, in the absence of such agreement, such "Exchange Rate" shall
instead be the Administrative Agent's spot rate of exchange in the interbank
market where its foreign currency exchange operations in respect of such
Available Foreign Currency are then being conducted, at or about 10:00 A.M.,
local time, at such date for the purchase of Dollars with such Available Foreign
Currency, for delivery two Business Days later; provided that if at the time of
any such determination, no such spot rate can reasonably be quoted, the
Administrative Agent may use any reasonable method (including obtaining quotes
from three or more market makers for such Available Foreign Currency) as it
deems applicable to determine such rate, and such determination shall be
conclusive absent manifest error (without prejudice to the determination of the
reasonableness of such method).

     "Extension Request" means each request by the Borrower made pursuant to
Section 2.24 for the Lenders to extend the Maturity Date, which shall contain
the information in respect of such extension specified in Exhibit G and shall be
delivered to the Administrative Agent in writing.

     "Facility Fee" shall have the meaning given such term in Section 2.7.

     "Five Year Credit Agreement" shall mean the Five Year Competitive Advance
and Revolving Credit Agreement, dated as of March 4, 1997, as amended from time
to time, among the Borrower, the lenders referred to therein and Chase, as
Administrative Agent.

     "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed Rate
Loans.


<PAGE>

                                                                               9

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

     "Fundamental Documents" shall mean this Agreement, any Revolving Credit
Notes, any Competitive Notes, and any other ancillary documentation which is
required to be, or is otherwise, executed by the Borrower and delivered to the
Administrative Agent in connection with this Agreement.

     "GAAP" shall mean generally accepted accounting principles consistently
applied (except for accounting changes in response to FASB releases or other
authoritative pronouncements) provided, however, that all calculations made
pursuant to Sections 6.7 and 6.8 and the related definitions shall have been
computed based on such generally accepted accounting principles as are in effect
on the date hereof.

     "Governmental Authority" shall mean any federal, provincial, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, or any court, in each case, whether of the United States or
foreign.

     "Guaranty" shall mean, as to any Person, any direct or indirect obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, Capital
Lease, dividend or other monetary obligation ("primary obligation") of any other
Person (the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services, in each case, primarily for the purpose of
assuring the owner of any such primary obligation of the repayment of such
primary obligation or (d) as a general partner of a partnership or a joint
venturer of a joint venture in respect of indebtedness of such partnership or
such joint venture which is treated as a general partnership for purposes of
Applicable Law. The amount of any Guaranty shall be deemed to be an amount equal
to the stated or determinable amount (or portion thereof) of the primary
obligation in respect of which such Guaranty is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder); provided that the
amount of any Guaranty shall be limited to the extent necessary so that such
amount does not exceed the value of the assets of such Person (as reflected on a
consolidated balance sheet of such Person prepared in accordance with GAAP) to
which any creditor or beneficiary of such Guaranty would have recourse.
Notwithstanding the foregoing definition, the term "Guaranty" shall not include
any direct or indirect obligation of a Person as a general partner of a general
partnership or a joint venturer of a joint venture in respect of Indebtedness of
such general partnership or joint venture, to the extent such


<PAGE>

                                                                              10

Indebtedness is contractually non-recourse to the assets of such Person as a
general partner or joint venturer (other than assets comprising the capital of
such general partnership or joint venture).

     "Hazardous Materials" shall mean any flammable materials, explosives,
radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic
substances, or similar materials defined as such in any Environmental Law.

     "Indebtedness" shall mean (i) all indebtedness, obligations and other
liabilities of the Borrower and its Subsidiaries which are, at the date as of
which Indebtedness is to be determined, includable as liabilities in a
consolidated balance sheet of the Borrower and its Subsidiaries, other than (x)
accounts payable and accrued expenses, (y) advances from clients obtained in the
ordinary course of the relocation management services business of the Borrower
and its Subsidiaries and (z) current and deferred income taxes and other similar
liabilities, plus (ii) without duplicating any items included in Indebtedness
pursuant to the foregoing clause (i), the maximum aggregate amount of all
liabilities of the Borrower or any of its Subsidiaries under any Guaranty,
indemnity or similar undertaking given or assumed of, or in respect of, the
indebtedness, obligations or other liabilities, assets, revenues, income or
dividends of any Person other than the Borrower or one of its Subsidiaries and
(iii) all other obligations or liabilities of the Borrower or any of its
Subsidiaries in relation to the discharge of the obligations of any Person other
than the Borrower or one of it Subsidiaries.

     "Interest Payment Date" shall mean, with respect to any Borrowing, the last
day of the Interest Period applicable thereto and, in the case of a LIBOR
Borrowing with an Interest Period of more than three months' duration or a Fixed
Rate Borrowing with an Interest Period of more than 90 days' duration, each day
that would have been an Interest Payment Date had successive Interest Periods of
three months' duration or 90 days' duration, as the case may be, been applicable
to such Borrowing, and, in addition, the date of any refinancing or conversion
of a Borrowing with, or to, a Borrowing of a different Interest Rate Type.

     "Interest Period" shall mean (a) as to any LIBOR Borrowing, the period
commencing on the date of such Borrowing, and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3, 6 or, subject to each Lender's
approval, 12 months thereafter, as the Borrower may elect, (b) as to any ABR
Borrowing, the period commencing on the date of such Borrowing and ending on the
earliest of (i) the next succeeding March 31, June 30, September 30 or December
31, (ii) the Maturity Date and (iii) the date such Borrowing is refinanced with
a Borrowing of a different Interest Rate Type in accordance with Section 2.6 or
is prepaid in accordance with Section 2.13, and (c) as to any Fixed Rate
Borrowing, the period commencing on the date of such Borrowing and ending on the
date specified in the Competitive Bids in which the offer to make the Fixed Rate
Loans comprising such Borrowing were extended, which shall not be earlier than
seven days after the date of such Borrowing or later than 360 days after the
date of such

<PAGE>

                                                                              11

Borrowing; provided that with respect to Loans made by an Objecting Lender, no
Interest Period with respect to such Objecting Lender's Loans shall end after
such Objecting Lender's Commitment Expiration Date; and provided, further, that
(i) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in
the case of LIBOR Loans only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) no Interest Period with respect to any
LIBOR Borrowing or Fixed Rate Borrowing may be selected which would result in
the aggregate amount of LIBOR Loans and Fixed Rate Loans having Interest Periods
ending after any day on which a Commitment reduction is scheduled to occur being
in excess of the Total Commitment scheduled to be in effect after such date.
Interest shall accrue from, and including, the first day of an Interest Period
to, but excluding, the last day of such Interest Period.

     "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement or other similar financial agreement or
arrangement.

     "Interest Rate Type" when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined.

     "Lender and "Lenders" shall mean the financial institutions whose names
appear on the signature pages hereof and any assignee of a Lender pursuant to
Section 9.3(b).

     "Lending Office" shall mean, with respect to any of the Lenders, the branch
or branches (or affiliate or affiliates) from which any such Lender's LIBOR
Loans, Fixed Rate Loans or ABR Loans, as the case may be, are made or maintained
and for the account of which all payments of principal of, and interest on, such
Lender's LIBOR Loans, Fixed Rate Loans or ABR Loans are made, as notified to the
Administrative Agent from time to time.

     "LIBOR" shall mean, with respect to any LIBOR Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next
Basis Point) equal to the rate at which deposits in Dollars or the applicable
Available Foreign Currency, as the case may be, approximately equal in principal
amount to (a) in the case of a Revolving Credit Borrowing, Chase's portion of
such LIBOR Borrowing and (b) in the case of a Competitive Borrowing, a principal
amount that would have been Chase's portion of such Competitive Borrowing had
such Competitive Borrowing been a Revolving Credit Borrowing, and for a maturity
comparable to such Interest Period, are offered to the principal London office
of Chase in immediately available funds in the London Interbank Market (or such
other interbank eurocurrency market where the foreign currency and exchange
operations in respect of Dollars or such applicable Available Foreign Currency,
as the case may be, are then being conducted for delivery on the first day of
such Interest Period) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

<PAGE>

                                                                              12

     "LIBOR Borrowing" shall mean a Borrowing comprised of LIBOR Loans.

     "LIBOR Competitive Loan" shall mean any Competitive Loan bearing interest
at a rate determined by reference to LIBOR in accordance with the provisions of
Article 2.

     "LIBOR Loan" shall mean any LIBOR Competitive Loan or LIBOR Revolving
Credit Loan.

     "LIBOR Revolving Credit Loan" shall mean any Loan (other than a Competitive
Loan) bearing interest at a rate determined by reference to LIBOR in accordance
with the provisions of Article 2.

     "LIBOR Spread" shall mean, at any date or any period of determination, the
LIBOR Spread that would be in effect on such date or during such period pursuant
to the chart set forth in Section 2.22 based on the rating of the Borrower's
senior unsecured long-term debt.

     "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind whatsoever (including any conditional sale or other
title retention agreement, any lease in the nature thereof or agreement to give
any financing statement under the Uniform Commercial Code of any jurisdiction).

     "Loan" shall mean a Competitive Loan or a Revolving Credit Loan, whether
made as a LIBOR Loan, an ABR Loan or a Fixed Rate Loan, as permitted hereby.

     "Margin" shall mean, as to any LIBOR Competitive Loan, the margin
(expressed as a percentage rate per annum in the form of a decimal to four
decimal places) to be added to, or subtracted from, LIBOR in order to determine
the interest rate applicable to such Loan, as specified in the Competitive Bid
relating to such Loan.

     "Margin Stock" shall be as defined in Regulation U of the Board.

     "Material Adverse Effect" shall mean a material adverse effect on the
business, assets, operations or condition, financial or otherwise, of the
Borrower and its Subsidiaries taken as a whole.

     "Material Subsidiary" shall mean any Subsidiary of the Borrower which
together with its Subsidiaries at the time of determination had assets
constituting 10% or more of Consolidated Assets, accounts for 10% or more of
Consolidated Net Worth, or accounts for 10% or more of the revenues of the
Borrower and its Consolidated Subsidiaries for the Rolling Period immediately
preceding the date of determination.

<PAGE>

                                                                              13

     "Maturity Date" shall mean February 26, 2001 or such later date as shall be
determined pursuant to the provisions of Section 2.24 with respect to
non-Objecting Lenders.

     "Moody's" shall mean Moody's Investors Service Inc.

     "Multiemployer Plan" shall mean a plan described in Section 3(37) of ERISA.

     "national currency unit " shall mean the unit of currency (other than a
euro unit) of a participating member state. "non-Objecting Lender" shall mean
any Lender that is not an Objecting Lender.

     "Notes" shall mean the Competitive Notes and the Revolving Credit Notes.

     "Objecting Lender" shall mean any Lender that does not consent to the
extension of the Maturity Date pursuant to Section 2.24.

     "Obligations" shall mean the obligation of the Borrower to make due and
punctual payment of principal of, and interest on (including post-petition
interest, whether or not allowed), the Loans, the Facility Fee, the Utilization
Fee and all other monetary obligations of the Borrower to the Administrative
Agent or any Lender under this Agreement, the Notes or the Fundamental Documents
or with respect to any Interest Rate Protection Agreements entered into between
the Borrower or any of its Subsidiaries and any Lender.

     "Original Closing Date" shall mean March 4, 1997.

     "Participant" shall have the meaning assigned to such term in Section
9.3(g).

     "participating member state " shall mean each state so described in any EMU
legislation.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation or any successor
thereto.

     "Permitted Encumbrances" shall mean Liens permitted under Section 6.5.

     "Person" shall mean any natural person, corporation, division of a
corporation, partnership, limited liability company, trust, joint venture,
association, company, estate, unincorporated organization or government or any
agency or political subdivision thereof.

     "Plan" shall mean an employee pension benefit plan described in Section
3(2) of ERISA, other than a Multiemployer Plan.
<PAGE>

                                                                              14

     "Pro Forma Basis" shall mean, in connection with any transaction for which
a determination on a Pro Forma Basis is required to be made hereunder, that such
determination shall be made (i) after giving effect to any issuance of
Indebtedness, any acquisition, any disposition or any other transaction (as
applicable) and (ii) assuming that the issuance of Indebtedness, acquisition,
disposition or other transaction and, if applicable, the application of any
proceeds therefrom, occurred at the beginning of the most recent Rolling Period
ending at least thirty (30) days prior to the date on which such issuance of
Indebtedness, acquisition, disposition or other transaction occurred.

     "Reportable Event" shall mean any reportable event as defined in Section
4043(c) of ERISA, other than a reportable event as to which provision for 30-day
notice to the PBGC would be waived under applicable regulations had the
regulations in effect on the Closing Date been in effect on the date of
occurrence of such reportable event.

     "Required Lenders" shall mean at any time, Lenders holding Commitments
representing (in Dollar amounts) 51% or more of the Total Commitment, except
that (i) for purposes of determining the Lenders entitled to declare the
principal of and the interest on the Loans and the Notes and all other amounts
payable hereunder or thereunder to be forthwith due and payable pursuant to
Article 7 and (ii) at all times after the termination of the Total Commitment in
its entirety, "Required Lenders" shall mean Lenders holding 51% or more of the
aggregate principal amount of the Loans at the time outstanding.

     "Revolving Credit Borrowing" shall mean a Borrowing consisting of
simultaneous Revolving Credit Loans from each of the Lenders.

     "Revolving Credit Borrowing Request" shall mean a request made pursuant to
Section 2.5 in the form of Exhibit F.

     "Revolving Credit Loans" shall mean the Loans made by the Lenders to the
Borrower pursuant to a notice given by the Borrower under Section 2.5(a). Each
Revolving Credit Loan shall be a LIBOR Revolving Credit Loan or an ABR Loan.

     "Revolving Credit Note" shall have the meaning assigned to such term in
Section 2.8.

     "Rolling Period" shall mean with respect to any fiscal quarter, such fiscal
quarter and the three immediately preceding fiscal quarters considered as a
single accounting period.

     "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies.

     "Statutory Reserves" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate
<PAGE>

                                                                              15

of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board and
any other banking authority to which the Administrative Agent or any Lender is
subject, for Eurocurrency Liabilities (as defined in Regulation D of the Board)
(or, at any time when such Lender may be required by the Board or by any other
Governmental Authority, whether within the United States or in another relevant
jurisdiction, to maintain reserves against any other category of liabilities
which includes deposits by reference to which LIBOR is determined as provided in
this Agreement or against any category of extensions of credit or other assets
of such Lender which includes any such LIBOR Loans). Such reserve percentages
shall include those imposed under Regulation D of the Board. LIBOR Loans shall
be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to
be subject to such reserve requirements without benefit of or credit for
proration, exceptions or offsets which may be available from time to time to any
Lender under Regulation D of the Board. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

     "Subsidiary" shall mean with respect to any Person, any corporation,
association, joint venture, partnership or other business entity (whether now
existing or hereafter organized) of which at least a majority of the voting
stock or other ownership interests having ordinary voting power for the election
of directors (or the equivalent) is, at the time as of which any determination
is being made, owned or controlled by such Person or one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

     "Supermajority Lenders" shall mean Lenders which have Commitments
representing at least 75% of the aggregate Dollar amount of the Commitments.

     "Target Operating Day" shall mean any day that is not (a) a Saturday or
Sunday, (b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative Agent).

     "Total Commitment" shall mean, at any time, the aggregate amount of the
Lenders' Commitments as in effect at such time.

     "Treaty on European Union" shall mean the Treaty of Rome of March 25, 1957,
as amended by the Single European Act 1986 and the Maastricht Treaty (which was
signed at Maastricht on February 7, 1992, and came into force on November 1,
1993), as amended from time to time.

     "United States" shall mean the United States of America.
<PAGE>

                                                                              16

     "Utilization Fee" shall have the meaning given such term in Section 2.7.

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

2. THE LOANS

     SECTION 2.1 Commitments.

     (a) Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Lender agrees, severally
and not jointly, to make Revolving Credit Loans to the Borrower in Dollars, at
any time and from time to time on and after the Original Closing Date and until
the earlier of the Maturity Date and the termination of the Commitment of such
Lender, in an aggregate principal amount at any time outstanding not to exceed
such Lender's Commitment plus the outstanding Dollar Equivalent Amount by which
the Competitive Loans outstanding at such time shall be deemed to have used such
Lender's Commitment pursuant to Section 2.18, subject, however, to the condition
that at no time shall (i) the sum of (A) the outstanding aggregate principal
amount of all Revolving Credit Loans made by all Lenders plus the outstanding
aggregate principal Dollar Equivalent Amount of all Competitive Loans made by
the Lenders exceed (ii) the Total Commitment. During the Commitment Period, the
Borrower may use the Commitments of the Lenders by borrowing, prepaying the
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

     (b) [Intentionally Deleted].

     (c) [Intentionally Deleted].

     (d) The Commitments of the Lenders may be terminated or reduced from time
to time pursuant to Section 2.12 or Article 7.

     SECTION 2.2. Loans.

     (a) Each Loan, shall be made as part of a Borrowing from the Lenders
ratably in accordance with their respective applicable Commitments; provided
that the failure of any Lender, to make any Loan, shall not in itself relieve
any other Lender, of its obligation to lend hereunder (it being understood,
however, that no Lender shall be responsible for the failure of any other Lender
to make any Loan required to be made by such other Lender). Each Competitive
Loan shall be made in accordance with the procedures set forth in Section 2.4.
The Loans comprising any Borrowing shall be (i) in the case of Competitive Loans
and LIBOR Loans, in an aggregate principal Dollar Equivalent Amount that is an
integral multiple of $5,000,000 and not less than $10,000,000 and (ii) in the
case of ABR Loans, in an aggregate principal amount that is an integral multiple
of $500,000 and not less than
<PAGE>

                                                                              17

$5,000,000 (or if less, an aggregate principal amount equal to the remaining
balance of the available Total Commitment).

     (b) Each Competitive Borrowing shall be comprised entirely of LIBOR
Competitive Loans or Fixed Rate Loans, each Borrowing shall be comprised
entirely of LIBOR Revolving Credit Loans or ABR Loans, as the Borrower may
request pursuant to Section 2.4 or 2.5, as applicable. Each Lender may at its
option make any LIBOR Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan, provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement and the applicable Note. Borrowings
of more than one Interest Rate Type may be outstanding at the same time;
provided that the Borrower shall not be entitled to request any Borrowing that,
if made, would result in an aggregate of more than twenty (20) separate Loans
(other than Competitive Loans) of any Lender being outstanding hereunder at any
one time. For purposes of the calculation required by the immediately preceding
sentence, LIBOR Revolving Credit Loans having different Interest Periods or
having been made in different Currencies, regardless of whether they commence on
the same date, shall be considered separate Loans and all Loans of a single
Interest Rate Type made on a single date shall be considered a single Loan if
such Loans have a common Interest Period.

     (c) (i) Subject to Section 2.6, each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by making funds available at the
office of the Administrative Agent specified in Section 9.1 for credit to PHH
Corporation Clearing Account, Account No. 323-5-11260 (Reference: PHH
Corporation Credit Agreement dated as of March 4, 1997) or as otherwise directed
by the Administrative Agent no later than 1:00 P.M. New York City time in the
case of Loans other than ABR Loans, and 4:00 P.M. New York City time in the case
of ABR Loans, in each case, in immediately available funds. Upon receipt of the
funds to be made available by the Lenders to fund any Borrowing hereunder, the
Administrative Agent shall disburse such funds by depositing them into an
account of the Borrower maintained with the Administrative Agent. Competitive
Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.4 in the amounts so accepted and Loans shall be
made by all the Lenders pro rata in accordance with Section 2.1 and this Section
2.2.

     (ii) [Intentionally Deleted].

     (d) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Borrowing if the Interest Period requested
with respect thereto would end after the Maturity Date.

     SECTION 2.3. Use of Proceeds.

     The proceeds of the Loans shall be used for working capital and general
corporate purposes.
<PAGE>

                                                                              18

     SECTION 2.4. Competitive Bid Procedure.

     (a) In order to request Competitive Bids, the Borrower shall hand deliver
or telecopy to the Administrative Agent a duly completed Competitive Bid Request
in the form of Exhibit E-1, to be received by the Administrative Agent (i) in
the case of a LIBOR Competitive Borrowing, not later than 2:00 p.m., New York
City time, four Working Days before a proposed Competitive Borrowing and (ii) in
the case of a Fixed Rate Borrowing, not later than 2:00 p.m., New York City
time, one Business Day before a proposed Competitive Borrowing. Each Competitive
Bid Request shall specify the requested Currency. No ABR Loan shall be requested
in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request
that does not conform substantially to the format of Exhibit E-1 may be rejected
in the Administrative Agent's sole discretion, and the Administrative Agent
shall promptly notify the Borrower of such rejection by telecopier. Such request
for Competitive Bids shall in each case refer to this Agreement and specify (i)
whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed
Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day
in the case of a Fixed Rate Borrowing and a Working Day in the case of a LIBOR
Competitive Borrowing) and the aggregate principal Dollar Equivalent Amount
thereof, which shall be in a minimum principal Dollar Equivalent Amount of
$10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest
Period with respect thereto (which may not end after the Maturity Date).
Promptly after its receipt of a Competitive Bid Request that is not rejected as
aforesaid, the Administrative Agent shall invite by telecopier (in the form set
forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the
conditions of this Agreement, to make Competitive Loans pursuant to such
Competitive Bid Request.

     (b) Each Lender may, in its sole discretion, make one or more Competitive
Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive
Bid by a Lender must be received by the Administrative Agent via telecopier, in
the form of Exhibit E-3, (i) in the case of a LIBOR Competitive Borrowing, not
later than 9:30 a.m., New York City time, three Working Days before a proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 9:30 a.m., New York City time, on the day of a proposed Competitive
Borrowing. Multiple Competitive Bids will be accepted by the Administrative
Agent. Competitive Bids that do not conform substantially to the format of
Exhibit E-3 may be rejected by the Administrative Agent after conferring with,
and upon the instruction of, the Borrower, and the Administrative Agent shall
notify the Lender making such nonconforming Competitive Bid of such rejection as
soon as practicable. Each Competitive Bid shall refer to this Agreement and
specify (i) the principal Dollar Equivalent Amount (which shall be in a minimum
principal Dollar Equivalent Amount of $10,000,000 and in an integral multiple of
$5,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the Borrower) of the Competitive Loan or Loans that the
applicable Lender is willing to make to the Borrower, (ii) the Competitive Bid
Rate or Rates at which such Lender is prepared to make such Competitive Loan or
Loans and (iii) the Interest Period or Interest Periods with respect thereto. If
any Lender shall elect not to make a Competitive Bid, such Lender shall so
notify the Administrative Agent via telecopier (i) in the case of LIBOR
Competitive Loans, not later than 9:30 a.m., New York City time, three Working
Days before a proposed Competitive Borrowing and (ii) in
<PAGE>
                                                                              19

the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on
the day of a proposed Competitive Borrowing; provided that failure by any Lender
to give such notice shall not cause such Lender to be obligated to make any
Competitive Loan as part of such proposed Competitive Borrowing. A Competitive
Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

     (c) The Administrative Agent shall promptly notify the Borrower by
telecopier of all the Competitive Bids made, the Competitive Bid Rate or Rates
and the principal amount of each Competitive Loan in respect of which a
Competitive Bid was made and the identity of the Lender that made each
Competitive Bid. The Administrative Agent shall send a copy of all Competitive
Bids to the Borrower for its records as soon as practicable after completion of
the bidding process set forth in this Section 2.4.

     (d) The Borrower may in its sole and absolute discretion, subject only to
the provisions of this paragraph (d), accept or reject any Competitive Bid
referred to in paragraph (c) above. The Borrower shall notify the Administrative
Agent by telephone, promptly confirmed by telecopier in the form of a
Competitive Bid Accept/Reject Letter whether and to what extent it has decided
to accept or reject any or all of the Competitive Bids referred to in paragraph
(c) above, (i) in the case of a LIBOR Competitive Borrowing, not later than
10:30 a.m., New York City time, three Working Days before a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30
a.m., New York City time, on the day of a proposed Competitive Borrowing;
provided that (A) the failure by the Borrower to give such notice shall be
deemed to be a rejection of all the Competitive Bids referred to in paragraph
(c) above, (B) the Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if the Borrower has decided to reject a
Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount
of the Competitive Bids accepted by the Borrower shall not exceed the principal
amount specified in the Competitive Bid Request, (D) if the Borrower shall
accept a Competitive Bid or Competitive Bids made at a particular Competitive
Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause
the total amount of Competitive Bids to be accepted by the Borrower to exceed
the amount specified in the Competitive Bid Request, then the Borrower shall
accept a portion of such Competitive Bid or Competitive Bids in an amount equal
to the amount specified in the Competitive Bid Request less the amount of all
other Competitive Bids accepted at lower Competitive Bid Rates with respect to
such Competitive Bid Request (it being understood that acceptance in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata
in accordance with the amount of each such Competitive Bid at such Competitive
Bid Rate), (E) except pursuant to clause (D) above, no Competitive Bid shall be
accepted for a Competitive Loan unless such Competitive Loan is in a minimum
principal Dollar Equivalent Amount of $10,000,000 and an integral multiple of
$5,000,000 and (F) the Borrower may not accept Competitive Bids for Competitive
Loans in any Currency other than the Currency specified in the related
Competitive Bid Request; and provided, further, that if a Competitive Loan must
be in an amount less than the Dollar Equivalent Amount of $10,000,000 because of
the provisions of clause (D) above, such Competitive Loan shall be in a minimum
principal Dollar Equivalent Amount of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions
of
<PAGE>

                                                                              20

multiple Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (D), the amounts shall be rounded to the Dollar Equivalent Amount of
integral multiples of $1,000,000 in a manner that shall be in the discretion of
the Borrower. A notice given by the Borrower pursuant to this paragraph (d)
shall be irrevocable.

     (e) The Administrative Agent shall promptly notify each bidding Lender
whether its Competitive Bid has been accepted (and if so, in what amount and at
what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and
each successful bidder will thereupon become bound, subject to the other
applicable conditions hereof, to make the Competitive Loan in respect of which
its Competitive Bid has been accepted in the applicable Currency.

     (f) If the Administrative Agent shall elect to submit a Competitive Bid in
its capacity as a Lender, it shall submit such Competitive Bid directly to the
Borrower one quarter of an hour earlier than the latest time at which the other
Lenders are required to submit their Competitive Bids to the Administrative
Agent pursuant to paragraph (b) above.

     (g) All notices required by this Section 2.4 shall be given in accordance
with Section 9.1.

     SECTION 2.5. Revolving Credit Borrowing Procedure.

     (a) In order to effect a Revolving Credit Borrowing, the Borrower shall
hand deliver or telecopy to the Administrative Agent a Borrowing notice in the
form of Exhibit F (a) in the case of a Borrowing of a LIBOR Revolving Credit
Loan, not later than 2:00 p.m., New York City time, three Working Days before a
proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 2:00
p.m., New York City time, on the day of a proposed Borrowing. No Fixed Rate Loan
or LIBOR Competitive Loan shall be requested or made pursuant to a Revolving
Credit Borrowing Request. Such notice shall be irrevocable and shall in each
case specify (a) whether the Borrowing then being requested is to be a Borrowing
of a LIBOR Revolving Credit Loan or an ABR Borrowing, (b) the date of such
Revolving Credit Borrowing (which shall be a Working Day) and the amount thereof
and (c) if such Borrowing is to be a Borrowing of LIBOR Revolving Credit Loans,
the Interest Period with respect thereto. If no election as to the Interest Rate
Type of a Revolving Credit Borrowing is specified in any such notice, then the
requested Revolving Credit Borrowing shall be an ABR Borrowing. If no Interest
Period with respect to any Borrowing of LIBOR Revolving Credit Loans is
specified in any such notice, then the Borrower shall be deemed to have selected
an Interest Period of one month's duration. If the Borrower shall not have given
notice in accordance with this Section 2.5 of its election to refinance a
Revolving Credit Borrowing prior to the end of the Interest Period in effect for
such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the
end of such Interest Period) be deemed to have given notice of an election to
refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall
promptly advise the Lenders, of any notice given pursuant to this Section 2.5
and of each such Lender's portion of the requested Revolving Credit Borrowing.
<PAGE>

                                                                              21

     (b) [Intentionally Deleted].

     SECTION 2.6. Refinancings.

     The Borrower may refinance all or any part of any Borrowing made by it with
a Borrowing of the same or a different Interest Rate Type made pursuant to
Section 2.4 or pursuant to a notice under Section 2.5, subject to the conditions
and limitations set forth herein and elsewhere in this Agreement, including
refinancings of Competitive Borrowings with Revolving Credit Borrowings in
Dollars and Revolving Credit Borrowings in Dollars with Competitive Borrowings;
provided that at any time after the occurrence, and during the continuation, of
a Default or an Event of Default, a Revolving Credit Borrowing of Dollars or
portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or
part thereof so refinanced shall be deemed to be repaid in accordance with
Section 2.8 with the proceeds of a new Borrowing hereunder and the proceeds of
the new Borrowing, to the extent they do not exceed the principal amount of the
Borrowing being refinanced, shall not be paid by the applicable Lenders to the
Administrative Agent or by the Administrative Agent to the Borrower pursuant to
Section 2.2(c); provided that (a) if the principal amount extended by a Lender
in a refinancing is greater than the principal amount extended by such Lender in
the Borrowing being refinanced, then such Lender shall pay such difference to
the Administrative Agent for distribution to the Lenders described in clause (b)
below, (b) if the principal amount extended by a Lender in the Borrowing being
refinanced is greater than the principal amount being extended by such Lender in
the refinancing, the Administrative Agent shall return the difference to such
Lender out of amounts received pursuant to clause (a) above, and (c) to the
extent any Lender fails to pay the Administrative Agent amounts due from it
pursuant to clause (a) above, any Loan or portion thereof being refinanced with
such amounts shall not be deemed repaid in accordance with Section 2.8 and, to
the extent of such failure, the Borrower shall pay such amount to the
Administrative Agent as required by Section 2.10; and (d) to the extent the
Borrower fails to pay to the Administrative Agent any amounts due in accordance
with Section 2.8 as a result of the failure of a Lender to pay the
Administrative Agent any amounts due as described in clause (c) above, the
portion of any refinanced Loan deemed not repaid shall be deemed to be
outstanding solely to the Lender which has failed to pay the Administrative
Agent amounts due from it pursuant to clause (a) above to the full extent of
such Lender's portion of such Loan.

     SECTION 2.7. Fees.

     (a) The Borrower agrees to pay to each Lender, through the Administrative
Agent, on each March 31, June 30, September 30 and December 31, and on the date
on which the Commitment of such Lender shall be terminated as provided herein, a
facility fee (a "Facility Fee") at the rate per annum from time to time in
effect in accordance with Section 2.22, on the amount of the Commitment of such
Lender, whether used or unused, during the preceding quarter (or shorter period
commencing with the Closing Date, or ending with the Maturity Date or any date
on which the Commitment of such Lender shall be terminated). All Facility Fees
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. The Facility Fee due to each Lender shall commence to accrue on
<PAGE>

                                                                              22

the Original Closing Date, shall be payable in arrears and shall cease to accrue
on the earlier of the Maturity Date and the termination of the Commitment of
such Lender as provided herein.

     (b) The Borrower agrees to pay to each Lender, through the Administrative
Agent, on each March 31, June 30, September 30 and December 31, and on the date
on which the Commitment of such Lender shall be terminated as provided herein, a
utilization fee (a "Utilization Fee") at a rate per annum equal to .125% for
each day on which the Commitment Utilization Percentage exceeds 33%, which fee
shall accrue on the daily amount of the Commitment of such Lender (whether used
or unused) for each Excess Utilization Day during the period from and including
the Closing Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any outstanding Loans after its
Commitment terminates, then such Utilization Fee shall continue to accrue on the
daily aggregate principal amount of such Lender's Loans for each Excess
Utilization Day from and including the date on which its Commitment terminates
to but excluding the date on which such Lender ceases to have any outstanding
Loans. All Utilization Fees shall be computed on the basis of the actual number
of days elapsed in a year of 360 days and shall be payable in arrears.

     (c) The Borrower agrees to pay the Administrative Agent, for its own
account, the fees at the times and in the amounts provided for in the letter
agreement dated February 25, 2000 among the Borrower, Chase and Chase Securities
Inc.

     (d) All fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders. Once paid, none of the fees shall be refundable under any
circumstances.

     SECTION 2.8. Repayment of Loans; Evidence of Debt.

     (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Credit Loan of such Lender on the Maturity Date (or
such earlier date on which the Revolving Credit Loans become due and payable
pursuant to Article 7); provided that the Revolving Credit Loans made by
Objecting Lenders shall be repaid as provided in Section 2.24. The Borrower
hereby further agrees to pay to the Administrative Agent interest on the unpaid
principal amount of the Revolving Credit Loans from time to time outstanding
from the date hereof until payment in full thereof at the rates per annum, and
on the dates, set forth in Section 2.9.

     (b) The Borrower unconditionally promises to pay to the Administrative
Agent, for the account of each Lender that makes a Competitive Loan, on the last
day of the Interest Period applicable to such Competitive Loan, the principal
amount of such Competitive Loan. The Borrower further unconditionally promises
to pay interest on each such Competitive Loan for the period from and including
the date of Borrowing of such Competitive Loan on the unpaid principal amount
thereof from time to time outstanding at the applicable rate per annum
determined as provided in, and payable as specified in, Section 2.9.
<PAGE>

                                                                              23

     (c) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

     (d) The Administrative Agent shall maintain the Register pursuant to
Section 9.3(e), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Loan made hereunder, the Interest Rate Type
thereof and each Interest Period, if any, applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

     (e) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.8(c) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided that the failure of any
Lender or the Administrative Agent to maintain the Register or any such account,
or any error therein, shall not in any manner affect the obligation of the
Borrower to repay (with applicable interest) the Loans made to the Borrower by
such Lender in accordance with the terms of this Agreement.

     (f) The Borrower agrees that, upon the request to the Administrative Agent
by any Lender, the Borrower will execute and deliver to such Lender a promissory
note of the Borrower evidencing the Loans of such Lender, substantially in the
form of Exhibit A-1 with appropriate insertions as to date and principal amount
(a "Revolving Credit Note").

     (g) The Borrower agrees that, upon the request to the Administrative Agent
by any Lender, the Borrower will execute and deliver to such Lender a promissory
note of the Borrower evidencing the Competitive Loans of such Lender,
substantially in the form of Exhibit A-2 with appropriate insertions as to date,
principal amount and Currency (a "Competitive Note").

     SECTION 2.9. Interest on Loans.

     (a) Subject to the provisions of Section 2.10, the Loans comprising each
LIBOR Borrowing shall bear interest at a rate per annum equal to (i) in the case
of each LIBOR Revolving Credit Loan, LIBOR for the Interest Period in effect for
such Borrowing plus the applicable LIBOR Spread from time to time in effect and
(ii) in the case of each LIBOR Competitive Loan, LIBOR for the Interest Period
in effect for such Borrowing plus or minus the Margin offered by the Lender
making such Loan and accepted by the Borrower pursuant to Section 2.4. Interest
on each LIBOR Borrowing shall be payable on each applicable Interest Payment
Date.

     (b) Subject to the provisions of Section 2.10, the Loans comprising each
ABR Borrowing shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be when determined
by reference to the Prime Rate and over a
<PAGE>

                                                                              24

year of 360 days at all other times) at a rate per annum equal to the Alternate
Base Rate plus the applicable margin therefor from time to time in effect in
accordance with Section 2.22.

     (c) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall
bear interest at a rate per annum (computed on the basis of the actual number of
days elapsed over a year of 360 days) equal to the fixed rate of interest
offered by the Lender making such Loan and accepted by the Borrower pursuant to
Section 2.4.

     (d) Interest on each Loan shall be payable in arrears on each Interest
Payment Date applicable to such Loan. The LIBOR or the Alternate Base Rate for
each Interest Period or day within an Interest Period shall be determined by the
Administrative Agent and such determination shall be conclusive absent manifest
error.

     SECTION 2.10. Interest on Overdue Amounts.

     If the Borrower shall default in the payment of the principal of, or
interest on, any Loan or any other amount becoming due hereunder, the Borrower
shall on demand from time to time pay interest, to the extent permitted by
Applicable Law, on such defaulted amount up to (but not including) the date of
actual payment (after as well as before judgment) at a rate per annum computed
on the basis of the actual number of days elapsed over a year of 365 or 366
days, as applicable, in the case of amounts bearing interest determined by
reference to the Prime Rate and a year of 360 days in all other cases, equal to
(a) in the case of the remainder of the then current Interest Period for any
LIBOR Loan or Fixed Rate Loan, the rate applicable to such Loan under Section
2.9 plus 2% per annum and (b) in the case of any other amount, the rate that
would at the time be applicable to an ABR Loan under Section 2.9 plus 2% per
annum plus the applicable margin for ABR Loans in effect from time to time in
accordance with Section 2.22.

     SECTION 2.11. Alternate Rate of Interest.

     In the event the Administrative Agent shall have determined that deposits
in Dollars or the applicable Available Foreign Currency in the amount of the
requested principal amount of any LIBOR Loan are not generally available in the
London Interbank Market (or such other interbank eurocurrency market where the
foreign currency and exchange operations in respect of Dollars or such
applicable Available Foreign Currency, as the case may be, are then being
conducted for delivery on the first day of such Interest Period), or that the
rate at which such deposits are being offered will not adequately and fairly
reflect the cost to any Lender of making or maintaining its portion of such
LIBOR Loans during such Interest Period, or that reasonable means do not exist
for ascertaining LIBOR, the Administrative Agent shall, as soon as practicable
thereafter, give written or telecopier notice of such determination to the
Borrower and the Lenders. In the event of any such determination, until the
Administrative Agent shall have determined that circumstances giving rise to
such notice no longer exist, (a) any request by the Borrower for a LIBOR
Competitive Borrowing pursuant to Section 2.4 shall be of no force and effect
and shall be denied by the Administrative Agent and (b) any request by the

<PAGE>
                                                                              25

Borrower for a LIBOR Borrowing pursuant to Section 2.5 shall be deemed to be a
request for an ABR Loan. Each determination by the Administrative Agent
hereunder shall be conclusive absent manifest error.

     SECTION 2.12. Termination and Reduction of Commitments.

     (a) The Commitments of all of the Lenders shall be automatically terminated
on the Maturity Date.

     (b) Subject to Section 2.13(b), upon at least three Business Days' prior
irrevocable written or telecopy notice to the Administrative Agent (which shall
promptly notify each Lender), the Borrower may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Commitments;
provided that (i) each partial reduction shall be in an integral multiple of
$1,000,000 and in a minimum principal amount of $10,000,000 and (ii) the
Borrower shall not be entitled to make any such termination or reduction that
would reduce a type of Commitment to an amount less than the sum of the
aggregate outstanding principal Dollar Equivalent Amount of the related Loans.

     (c) Each reduction in a type of Commitment hereunder shall be made ratably
among the applicable Lenders in accordance with their respective Commitments.
The Borrower shall pay to the Administrative Agent for the account of the
applicable Lenders on the date of each termination or reduction in a type of
Commitment, the Facility Fees and the Utilization Fees on the amount of the
Commitments so terminated or reduced accrued to the date of such termination or
reduction.

     SECTION 2.13. Prepayment of Loans.

     (a) Prior to the Maturity Date, the Borrower shall have the right at any
time to prepay any Revolving Credit Borrowing, in whole or in part, subject to
the requirements of Section 2.17 but otherwise without premium or penalty, upon
prior written or telecopy notice to the Administrative Agent (which shall
promptly notify each Lender) before 2:00 p.m. New York City time of at least one
Business Day in the case of an ABR Loan and of at least three Working Days in
the case of a LIBOR Loan; provided that each such partial prepayment shall be in
a minimum aggregate principal Dollar Equivalent Amount of $1,000,000 or a whole
multiple in excess thereof. The Borrower shall not have the right to prepay any
Competitive Borrowing without the consent of the relevant Lender.

     (b) On any date when the sum of the Dollar Equivalent Amount of the
aggregate outstanding Loans (after giving effect to any Borrowings effected on
such date) exceeds the Total Commitment, the Borrower shall make a mandatory
prepayment of the Loans in such amount as may be necessary so that the Dollar
Equivalent Amount of the aggregate amount of outstanding Loans after giving
effect to such prepayment does not exceed the Total Commitment then in effect.
Any prepayments required by this paragraph shall be applied to outstanding ABR
Loans up to the full amount thereof before they are applied to outstanding LIBOR
Loans.
<PAGE>

                                                                              26

     (c) Each notice of prepayment pursuant to this Section 2.13 shall specify
the specific Borrowing(s), the prepayment date and the aggregate principal
amount of each Borrowing to be prepaid, shall be irrevocable and shall commit
the Borrower to prepay such Borrowing(s) by the amount stated therein. All
prepayments under this Section 2.13 shall be accompanied by accrued interest on
the principal amount being prepaid to the date of prepayment and any amounts due
pursuant to Section 2.17.

     SECTION 2.14. Eurocurrency Reserve Costs.

     The Borrower shall pay to the Administrative Agent for the account of each
Lender, so long as such Lender shall be required under regulations of the Board
to maintain reserves with respect to liabilities or assets consisting of, or
including, Eurocurrency Liabilities (as defined in Regulation D of the Board)
(or, at any time when such Lender may be required by the Board or by any other
Governmental Authority, whether within the United States or in another relevant
jurisdiction, to maintain reserves against any other category of liabilities
which includes deposits by reference to which LIBOR is determined as provided in
this Agreement or against any category of extensions of credit or other assets
of such Lender which includes any such LIBOR Loans), additional interest on the
unpaid principal amount of each LIBOR Loan made to the Borrower by such Lender,
from the date of such Loan until such Loan is paid in full, at an interest rate
per annum equal at all times during the Interest Period for such Loan to the
remainder obtained by subtracting (i) LIBOR for such Interest Period from (ii)
the rate obtained by multiplying LIBOR as referred to in clause (i) above by the
Statutory Reserves of such Lender for such Interest Period. Such additional
interest shall be determined by such Lender and notified to the Borrower (with a
copy to the Administrative Agent) not later than five Business Days before the
next Interest Payment Date for such Loan, and such additional interest so
notified to the Borrower by any Lender shall be payable to the Administrative
Agent for the account of such Lender on each Interest Payment Date for such
Loan.

     SECTION 2.15. Reserve Requirements; Change in Circumstances.

     (a) Notwithstanding any other provision herein, if after the date of this
Agreement any change in Applicable Law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) (i) shall subject any Lender to, or increase the net amount of, any tax,
levy, impost, duty, charge, fee, deduction or withholding with respect to any
Loan, or shall change the basis of taxation of payments to any Lender of the
principal of or interest on any Loan made by such Lender or any other fees or
amounts payable hereunder (other than (x) taxes imposed on the overall net
income of such Lender by the jurisdiction in which such Lender has its principal
office or its applicable Lending Office or by any political subdivision or
taxing authority therein (or any tax which is enacted or adopted by such
jurisdiction, political subdivision or taxing authority as a direct substitute
for any such taxes) or (y) any tax, assessment, or other governmental charge
that would not have been imposed but for the failure of any Lender to comply
with any certification, information, documentation or other reporting
requirement), (ii) shall impose, modify or deem applicable any reserve, special
deposit or similar
<PAGE>
                                                                              27

requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender, or (iii) shall impose on any Lender or eurocurrency
market any other condition affecting this Agreement or any Loan made by such
Lender, and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Loan or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest
or otherwise) in respect thereof by an amount deemed in good faith by such
Lender to be material, then the Borrower shall pay such additional amount or
amounts as will compensate such Lender for such increase or reduction to such
Lender upon demand by such Lender.

     (b) If, after the date of this Agreement, any Lender shall have determined
in good faith that the adoption after the date hereof of or any change after the
date hereof in any applicable law, rule, regulation or guideline regarding
capital adequacy, or any change in the interpretation or administration thereof
by any Governmental Authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender (or
any Lending Office of such Lender) with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender's capital or on the capital
of such Lender's holding company, if any, as a consequence of its obligations
hereunder to a level below that which such Lender (or its holding company) could
have achieved but for such applicability, adoption, change or compliance (taking
into consideration such Lender's policies or the policies of its holding
company, as the case may be, with respect to capital adequacy) by an amount
deemed by such Lender to be material, then, from time to time, the Borrower
shall pay to the Administrative Agent for the account of such Lender (or its
holding company) such additional amount or amounts as will compensate such
Lender for such reduction upon demand by such Lender.

     (c) A certificate of a Lender setting forth in reasonable detail (i) such
amount or amounts as shall be necessary to compensate such Lender as specified
in paragraph (a) or (b) above, as the case may be, and (ii) the calculation of
such amount or amounts referred to in the preceding clause (i), shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay the Administrative Agent for the account of such Lender the
amount shown as due on any such certificate within 10 Business Days after its
receipt of the same.

     (d) Failure on the part of any Lender to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any Interest Period shall not constitute a
waiver of such Lender's rights to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital
with respect to such Interest Period or any other Interest Period. The
protection of this Section 2.15 shall be available to each Lender regardless of
any possible contention of invalidity or inapplicability of the law, regulation
or condition which shall have been imposed.

     (e) Each Lender agrees that, as promptly as practicable after it becomes
aware of the occurrence of an event or the existence of a condition that (i)
would cause it to incur any increased cost
<PAGE>
                                                                              28

under this Section 2.15, Section 2.16 or Section 2.21 or (ii) would require the
Borrower to pay an increased amount under this Section 2.15, Section 2.16 or
Section 2.21, it will use reasonable efforts to notify the Borrower of such
event or condition and, to the extent not inconsistent with such Lender's
internal policies, will use its reasonable efforts to make, fund or maintain the
affected Loans of such Lender through another Lending Office of such Lender if
as a result thereof the additional monies which would otherwise be required to
be paid or the reduction of amounts receivable by such Lender thereunder in
respect of such Loans would be materially reduced, or any inability to perform
would cease to exist, or the increased costs which would otherwise be required
to be paid in respect of such Loans pursuant to this Section 2.15, Section 2.16
or Section 2.21 would be materially reduced or the taxes or other amounts
otherwise payable under this Section 2.15, Section 2.16 or Section 2.21 would be
materially reduced, and if, as determined by such Lender, in its sole reasonable
discretion, the making, funding or maintaining of such Loans through such other
Lending Office would not otherwise materially adversely affect such Loans.

     (f) In the event any Lender shall have delivered to the Borrower a notice
that LIBOR Loans are no longer available from such Lender pursuant to Section
2.16, that amounts are due to such Lender pursuant to paragraph (c) above, that
any of the events designated in paragraph (e) above have occurred or that a
Lender shall not be rated at least BBB by S&P and Baa2 by Moody's, the Borrower
may (but subject in any such case to the payments required by Section 2.17),
provided that there shall exist no Default or Event of Default, upon at least
five Business Days' prior written or telecopier notice to such Lender and the
Administrative Agent, but not more than 30 days after receipt of notice from
such Lender, identify to the Administrative Agent a lending institution
reasonably acceptable to the Administrative Agent which will purchase the
Commitment, the amount of outstanding Loans from the Lender providing such
notice and such Lender shall thereupon assign its Commitment, any Loans owing to
such Lender and the Notes held by such Lender to such replacement lending
institution pursuant to Section 9.3. Such notice shall specify an effective date
for such assignment and at the time thereof, the Borrower shall pay all accrued
interest, Facility Fees, Utilization Fees and all other amounts (including
without limitation all amounts payable under this Section and Sections 2.21, 9.4
and 9.5) owing hereunder to such Lender as at such effective date for such
assignment.

     SECTION 2.16. Change in Legality.

     (a) Notwithstanding anything to the contrary herein contained, if any
change in any law or regulation or in the interpretation thereof by any
Governmental Authority charged with the administration or interpretation thereof
shall make it unlawful for any Lender to make or maintain any LIBOR Loan or to
give effect to its obligations as contemplated hereby, then, by written notice
to the Borrower and to the Administrative Agent, such Lender may:

         (i) declare that LIBOR Loans will not thereafter be made by such Lender
   hereunder, whereupon such Lender shall not submit a Competitive Bid in
   response to a request for LIBOR Competitive Loans and the Borrower shall be
   prohibited from requesting LIBOR
<PAGE>
                                                                              29

   Revolving Credit Loans from such Lender hereunder unless such declaration is
   subsequently withdrawn; and

         (ii) require that all outstanding LIBOR Loans (in Dollars) made by it
   be converted to ABR Loans in which event (A) all such LIBOR Loans shall be
   automatically converted to ABR Loans as of the effective date of such notice
   as provided in Section 2.16(b) and (B) all payments and prepayments of
   principal which would otherwise have been applied to repay the converted
   LIBOR Loans shall instead be applied to repay the ABR Loan resulting from the
   conversion of such LIBOR Loans.

     (b) For purposes of this Section 2.16, a notice to the Borrower by any
Lender pursuant to Section 2.16(a) shall be effective on the date of receipt
thereof by the Borrower.

     SECTION 2.17. Reimbursement of Lenders.

     (a) The Borrower shall reimburse each Lender on demand for any loss
incurred or to be incurred by it in the reemployment of the funds released (i)
by any prepayment (for any reason, including any refinancing) of any LIBOR or
Fixed Rate Loan if such Loan is repaid other than on the last day of the
applicable Interest Period for such Loan or (ii) in the event that after the
Borrower delivers a notice of borrowing under Section 2.5 in respect of LIBOR
Revolving Credit Loans or a Competitive Bid Accept/Reject Letter under Section
2.4(d), pursuant to which it has accepted Competitive Bids of one or more of the
Lenders, the applicable Loan is not made on the first day of the Interest Period
specified by the Borrower for any reason other than (I) a suspension or
limitation under Section 2.16 of the right of the Borrower to select a LIBOR
Loan or (II) a breach by a Lender of its obligations hereunder. In the case of
such failure to borrow, such loss shall be the amount as reasonably determined
by such Lender as the excess, if any, of (A) the amount of interest which would
have accrued to such Lender on the amount not borrowed, at a rate of interest
equal to the interest rate applicable to such Loan pursuant to Section 2.9, for
the period from the date of such failure to borrow to the last day of the
Interest Period for such Loan which would have commenced on the date of such
failure to borrow, over (B) the amount realized by such Lender in reemploying
the funds not advanced during the period referred to above. In the case of a
payment other than on the last day of the Interest Period for a Loan, such loss
shall be the amount of the excess, if any, of (A) the amount of interest which
would have accrued on the amount so paid at a rate of interest equal to the
interest rate applicable to such Loan pursuant to Section 2.9, for the period
from the date of such payment to the last day of the then current Interest
Period for such Loan, over (B) an amount equal to the product of (x) the amount
of the Loan so paid times (y) the current daily yield on U.S. Treasury
Securities (at such date of determination) with maturities approximately equal
to the remaining Interest Period for such Loan times (z) the number of days
remaining in the Interest Period for such Loan. Each Lender shall deliver to the
Borrower from time to time one or more certificates setting forth the amount of
such loss (and in reasonable detail the manner of computation thereof) as
determined by such Lender, which certificates shall be conclusive absent
manifest error. The Borrower shall pay to the Administrative
<PAGE>
                                                                              30

Agent for the account of each Lender the amount shown as due on any certificate
within thirty (30) days after its receipt of the same.

     (b) In the event the Borrower fails to prepay any Loan on the date
specified in any prepayment notice delivered pursuant to Section 2.13(a), the
Borrower on demand by any Lender shall pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
loss incurred by such Lender as a result of such failure to prepay, including,
without limitation, any loss, cost or expenses incurred by reason of the
acquisition of deposits or other funds by such Lender to fulfill deposit
obligations incurred in anticipation of such prepayment. Each Lender shall
deliver to the Borrower and the Administrative Agent from time to time one or
more certificates setting forth the amount of such loss (and in reasonable
detail the manner of computation thereof) as determined by such Lender, which
certificates shall be conclusive absent manifest error.

     SECTION 2.18. Pro Rata Treatment.

     Except as permitted under Sections 2.14, 2.15(c), 2.15(f), 2.16, 2.17, 2.24
and 4.1(g), each Borrowing, each reduction of the aggregate Commitments shall be
allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amount of their Loans) and each payment
or prepayment of principal of any Borrowing and each payment of interest on the
Loans shall be allocated pro rata in accordance with the respective principal
amount of the Loans then held by the Lenders. Each payment of principal of any
Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective principal
amounts of their outstanding Competitive Loans comprising such Borrowing. Each
payment of interest on any Competitive Borrowing shall be allocated pro rata
among the Lenders participating in such Borrowing in accordance with the
respective amounts of accrued and unpaid interest on their outstanding
Competitive Loans comprising such Borrowing. For purposes of determining the
available Commitments of the Lenders at any time, each outstanding Competitive
Borrowing shall be deemed to have utilized the Commitments of the Lenders
(including those Lenders that shall not have made Loans as part of such
Competitive Borrowing) pro rata in accordance with such respective Commitments.
Each Lender agrees that in computing such Lender's portion of any Borrowing to
be made hereunder, the Administrative Agent may, in its discretion, round each
Lender's percentage of such Borrowing computed in accordance with Section 2.1,
to the next higher or lower whole Dollar amount.

     SECTION 2.19. Right of Setoff.

     If any Event of Default shall have occurred and be continuing and any
Lender shall have requested the Administrative Agent to declare the Loans
immediately due and payable pursuant to Article 7, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
Applicable Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by such Lender and any
other indebtedness at any time owing by such Lender to, or for the credit or the
account of, each Borrower, against any of and all the
<PAGE>
                                                                              31

obligations now or hereafter existing under this Agreement and the Loans held by
such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or such Loans and although such obligations may be
unmatured. Each Lender agrees promptly to notify the Borrower after any such
setoff and application made by such Lender, but the failure to give such notice
shall not affect the validity of such setoff and application. The rights of each
Lender under this Section 2.19 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have and are subject to
the provisions of Section 8.2.

     SECTION 2.20. Manner of Payments.

     All payments by the Borrower hereunder and under the Notes shall be made in
Dollars or other applicable Currency in immediately available funds, without
setoffs, deductions or counterclaims, at the office of the Administrative
Agent's Agent Bank Services Department, One Chase Manhattan Plaza, New York, New
York 10081, Attention: Maggie Swales, for credit to PHH Corporation Clearing
Account, Account No. 323-5-11260 (Reference: PHH Corporation Credit Agreement
dated March 4, 1997) or as otherwise directed by the Borrower (with the consent
of the Administrative Agent, which consent shall not be unreasonably withheld)
no later than 4:30 p.m., New York City time, on the date on which such payment
shall be due. Interest in respect of any Loan hereunder shall accrue from and
including the date of such Loan to, but excluding, the date on which such Loan
is paid or refinanced with a Loan of a different Interest Rate Type.

     SECTION 2.21. Withholding Taxes.

     (a) Prior to the date of the initial Loans hereunder, and from time to time
thereafter if requested by the Borrower or the Administrative Agent or required
because, as a result of a change in Applicable Law or a change in circumstances
or otherwise, a previously delivered form or statement becomes incomplete or
incorrect in any material respect, each Lender organized under the laws of a
jurisdiction outside the United States shall provide, if applicable, the
Administrative Agent and the Borrower with complete, accurate and duly executed
forms or other statements prescribed by a Governmental Authority certifying such
Lender's exemption, if any, from, or entitlement to a reduced rate, if any, of,
withholding taxes (including backup withholding taxes) with respect to all
payments to be made to such Lender hereunder and under the Notes.

     (b) The Borrower and the Administrative Agent shall be entitled to deduct
and withhold any and all present or future taxes or withholdings, and all
liabilities with respect thereto, from payments hereunder or under the Notes, if
and to the extent that the Borrower or the Administrative Agent in good faith
determines that such deduction or withholding is required by Applicable Law,
including, without limitation, any applicable treaty. In the event the Borrower
or the Administrative Agent shall so determine that deduction or withholding of
taxes is required, it shall advise the affected Lender as to the basis of such
determination prior to actually deducting and withholding such taxes. In the
event the Borrower or the Administrative Agent shall so deduct or withhold taxes
from amounts
<PAGE>

                                                                              32

payable hereunder, it (i) shall pay to or deposit with the appropriate taxing
authority in a timely manner the full amount of taxes it has deducted or
withheld; (ii) shall provide evidence of payment of such taxes to, or the
deposit thereof with, the appropriate taxing authority and a statement setting
forth the amount of taxes deducted or withheld, the applicable rate, and any
other information or documentation reasonably requested by the Lenders from whom
the taxes were deducted or withheld; and (iii) shall forward to such Lenders any
receipt for such payment or deposit of the deducted or withheld taxes as may be
issued from time to time by the appropriate taxing authority. Unless the
Borrower and the Administrative Agent have received forms or other documents
satisfactory to them indicating that payments hereunder or under the Notes are
not subject to withholding tax or are subject to such tax at a rate reduced by
an applicable tax treaty, the Borrower or the Administrative Agent may withhold
taxes from such payments at the applicable statutory rate in the case of
payments to or for any Lender.

     (c) Each Lender agrees (i) that as between it and the Borrower or the
Administrative Agent, it shall be the Person to deduct and withhold taxes, and
to the extent required by law it shall deduct and withhold taxes, on amounts
that such Lender may remit to any other Person(s) by reason of any undisclosed
transfer or assignment of an interest in this Agreement to such other Person(s)
pursuant to paragraph (g) of Section 9.3 and (ii) to indemnify the Borrower and
the Administrative Agent and any of their officers, directors, agents, or
employees against, and to hold them harmless from, any tax, interest, additions
to tax, penalties, reasonable counsel and accountants' fees, disbursements or
payments arising from the assertion by any appropriate taxing authority of any
claim against them relating to a failure to withhold taxes as required by
Applicable Law with respect to amounts described in clause (i) of this paragraph
(c).

     (d) Each assignee of a Lender's interest in this Agreement in conformity
with Section 9.3 shall be bound by this Section 2.21, so that such assignee will
have all of the obligations and provide all of the forms and statements and all
indemnities, representations and warranties required to be given under this
Section 2.21.

     (e) In the event that any withholding taxes shall become payable as a
result of any change in any statute, treaty, ruling, determination or regulation
occurring after the Initial Date (as defined below) in respect of any sum
payable hereunder or under any other Fundamental Document to any Lender or the
Administrative Agent (i) the sum payable by the Borrower shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.21) such
Lender or the Administrative Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower, the Lender or the Administrative Agent (as the case may be) shall make
such deductions and (iii) the Borrower, the Lender or the Administrative Agent
(as the case may be) shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with Applicable Law. For purposes of
this Section 2.21, the term "Initial Date" shall mean (i) in the case of the
Administrative Agent, the date hereof, (ii) in the case of each Lender as of the
date hereof, the date hereof and (iii) in the case of any other Lender, the
effective date of the Assignment and Acceptance pursuant to which it became a
Lender.
<PAGE>

                                                                              33

     SECTION 2.22. Certain Pricing Adjustments.

     The Facility Fee and the applicable LIBOR Spread in effect from time to
time shall be determined in accordance with the following table:


   S&P/Moody's Rating
    Equivalent of the                                          Applicable
    Borrower's senior           Facility Fee                  LIBOR Spread
unsecured long-term debt      (in Basis Points)             (in Basis Points)
------------------------      -----------------             -----------------
A/A2 or better                        8.0                          29.5

A-/A3                                10.0                          40.0

BBB+/Baa1                            12.5                          50.0

BBB/Baa2                             15.0                          60.0

BBB-/Baa3                            17.5                          70.0


BB+/Ba1 or worse                     32.5                          117.5


     In the event the S&P rating on the Borrower's senior unsecured long-term
debt is not equivalent to the Moody's rating on such debt, the higher rating
will determine the Facility Fee and applicable LIBOR Spread, unless the S&P and
Moody's ratings are more than one level apart, in which case the rating one
level below the higher rating will be determinative. In the event that the
Borrower's senior unsecured long-term debt is rated by only one of S&P and
Moody's (for any reason, including if S&P or Moody's shall cease to be in the
business of rating corporate debt obligations) or if the rating system of either
S&P or Moody's shall change, then an amendment shall be negotiated in good faith
(and shall be effective only upon approval by the Borrower and the Supermajority
Lenders) to the references to specific ratings in the table above to reflect
such changed rating system or the unavailability of ratings from such rating
agency (including an amendment to provide for the substitution of an equivalent
or successor ratings agency). In the event that the Borrower's senior unsecured
long-term debt is not rated by either S&P or Moody's, then the Facility Fee and
the applicable LIBOR Spread shall be deemed to be calculated as if the lowest
rating category set forth above applied. Any increase in the Facility Fee or the
applicable LIBOR Spread determined in accordance with the foregoing table shall
become effective on the date of announcement or publication by the Borrower or
the applicable rating agency of a reduction in such rating or, in the absence of
such announcement or publication, on the effective date of such decreased
rating, or on the date of any request by the Borrower to either rating agency
not to rate its senior unsecured long-term debt or on the date either of such
rating agencies announces it shall no longer rate the Borrower's senior
unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR
Spread shall be effective on the date of announcement or publication by either
of such rating agencies of an increase in rating or in the absence
<PAGE>
                                                                              34

of announcement or publication on the effective date of such increase in rating.
The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR
Spread (but not less than 0%).

     SECTION 2.23. [Intentionally Deleted.]

     SECTION 2.24. Extension of Maturity Date. (a) Not less than 60 days and not
more than 90 days prior to the Maturity Date then in effect, provided that no
Event of Default shall have occurred and be continuing, the Borrower may request
an extension of the Maturity Date then in effect by submitting to the
Administrative Agent an Extension Request containing the information in respect
of such extension specified in Exhibit G, which the Administrative Agent shall
promptly furnish to each Lender. Each Lender shall, not less than 30 days and
not more than 60 days prior to such Maturity Date then in effect, notify the
Borrower and the Administrative Agent of its election to grant or not to grant
the extension as requested in such Extension Request. Notwithstanding any
provision of this Agreement to the contrary, any notice by any Lender of its
willingness to extend the Maturity Date shall be revocable by such Lender in its
sole and absolute discretion at any time prior to the date which is 30 days
prior to such Maturity Date then in effect. If the Supermajority Lenders shall
approve in writing the extension of the Maturity Date requested in such
Extension Request, the Maturity Date shall automatically and without any further
action by any Person be extended for the period specified in such Extension
Request; provided that (i) each extension pursuant to this Section 2.24 shall be
for a maximum of 364 days and (ii) the Commitment of any Lender which does not
consent in writing to such extension not less than 30 days and not more than 60
days prior to such Maturity Date then in effect (an "Objecting Lender") shall,
unless earlier terminated in accordance with this Agreement, expire on the
Maturity Date in effect on the date of such Extension Request (such Maturity
Date, if any, referred to as the "Commitment Expiration Date" with respect to
such Objecting Lender). If not less than 30 days and not more than 60 days prior
to such Maturity Date then in effect, the Supermajority Lenders shall not
approve in writing the extension of the Maturity Date requested in an Extension
Request, the Maturity Date shall not be extended pursuant to such Extension
Request. The Administrative Agent shall promptly notify (y) the Lenders and the
Borrower of any extension of the Maturity Date pursuant to this Section 2.24 and
(z) the Borrower and any other Lender of any Lender which becomes an Objecting
Lender.

     (b) Loans (including any principal, interest, fees and other amounts due
hereunder) owing to any Objecting Lender on the Commitment Expiration Date with
respect to such Lender shall be repaid in full on or before such Commitment
Expiration Date.

     (c) The Borrower shall have the right, so long as no Event of Default has
occurred and is then continuing, upon giving notice to the Administrative Agent
and the Objecting Lender in accordance with Section 2.13, to prepay in full the
Loans of the Objecting Lenders, together with accrued interest thereon, any
amounts payable pursuant to Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, 9.4 and
9.5, any accrued and unpaid Facility Fee and any accrued and unpaid Utilization
Fee or other amounts payable to it hereunder and/or, upon giving not less than
three Business Days' notice to the
<PAGE>

Objecting Lenders and the Administrative Agent, to cancel in whole or in part
the Commitments of the Objecting Lenders.

     (d) The Borrower may, with the consent of the Administrative Agent,
designate one or more financial institutions to act as a Lender hereunder in
place of any Objecting Lender, and upon the execution of an agreement
substantially in the form of Exhibit H by each such Objecting Lender (who hereby
agrees to execute such agreement), such replacement financial institution and
the Administrative Agent, such replacement financial institution shall become
and be a Lender hereunder with all the rights and obligations it would have had
if it had been named on the signature pages hereof, and having for all such
financial institutions aggregate Commitments of no greater than the whole of the
Commitment of the Objecting Lender in place of which such financial institutions
were designated; provided that the Facility Fees, the Utilization Fees, interest
and other payments to the Lenders due hereunder shall accrue for the account of
each such financial institution from the date of replacement pursuant to such
agreement. The Administrative Agent shall notify the Lenders of the execution of
any such agreement, the name of the financial institution executing such
agreement and the amount of such financial institution's Commitment.

3. REPRESENTATIONS AND WARRANTIES OF BORROWER

     In order to induce the Lenders to enter into this Agreement and to make the
Loans, the Borrower makes the following representations and warranties to the
Administrative Agent and the Lenders, all of which shall survive the execution
and delivery of this Agreement, the issuance of the Notes and the making of the
Loans:

     SECTION 3.1. Corporate Existence and Power.

     The Borrower and its Subsidiaries have been duly organized and are validly
existing in good standing under the laws of their respective jurisdictions of
incorporation and are in good standing or have applied for authority to operate
as a foreign corporation in all jurisdictions where the nature of their
properties or business so requires it and where a failure to be in good standing
as a foreign corporation would have a Material Adverse Effect. The Borrower has
the corporate power to execute, deliver and perform its obligations under this
Agreement and the other Fundamental Documents and other documents contemplated
hereby and to borrow hereunder.

     SECTION 3.2. Corporate Authority and No Violation.

     The execution, delivery and performance of this Agreement and the other
Fundamental Documents and the borrowings hereunder (a) have been duly authorized
by all necessary corporate action on the part of the Borrower, (b) will not
violate any provision of any Applicable Law applicable to the Borrower or any of
its Subsidiaries or any of their respective properties or assets, (c) will not
violate any provision of the Certificate of Incorporation or By-Laws of the
Borrower or any of its
<PAGE>
                                                                              36

Subsidiaries, or any Contractual Obligation of the Borrower or any of its
Subsidiaries, (d) will not be in conflict with, result in a breach of, or
constitute (with due notice or lapse of time or both) a default under, any
material indenture, agreement, bond, note or instrument and (e) will not result
in the creation or imposition of any Lien upon any property or assets of the
Borrower or any of its Subsidiaries other than pursuant to this Agreement or any
other Fundamental Document.

     SECTION 3.3. Governmental and Other Approval and Consents.

     No action, consent or approval of, or registration or filing with, or any
other action by, any governmental agency, bureau, commission or court is
required in connection with the execution, delivery and performance (including
the making of borrowings) by the Borrower of this Agreement or the other
Fundamental Documents.

     SECTION 3.4. Financial Statements of Borrower.

     The (a) audited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries as of December 31, 1997 and December 31, 1998, and (b)
unaudited consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of September 30, 1999, in each case, together with the related
unaudited statements of income, shareholders' equity and cash flows for the
periods then ended fairly present the financial position of the Borrower and its
Consolidated Subsidiaries as at the dates indicated and the results of
operations and cash flows for the periods indicated in conformity with GAAP
subject to normal year-end adjustments in the case of such quarterly financial
statements.

     SECTION 3.5. No Material Adverse Change.

     Since December 31, 1998 there has been no material adverse change in the
business, assets, operations or condition, financial or otherwise, of the
Borrower and its Subsidiaries taken as a whole; provided that the foregoing
representation is made solely as of the Closing Date.

     SECTION 3.6. [Intentionally Deleted].

     SECTION 3.7. Copyrights, Patents and Other Rights.

     Each of the Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, service marks, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.
<PAGE>

                                                                              37

     SECTION 3.8. Title to Properties.

     Each of the Borrower and its Material Subsidiaries will have at the Closing
Date good title or valid leasehold interests to each of the properties and
assets reflected on the balance sheets referred to in Section 3.4, except for
minor defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their intended
purposes, and all such properties and assets will be free and clear of Liens,
except Permitted Encumbrances.

     SECTION 3.9. Litigation.

     There are no lawsuits or other proceedings pending (including, but not
limited to, matters relating to environmental liability), or, to the knowledge
of the Borrower, threatened, against or affecting the Borrower or any of its
Subsidiaries or any of their respective properties, by or before any
Governmental Authority or arbitrator, which could reasonably be expected to have
a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is
in default with respect to any order, writ, injunction, decree, rule or
regulation of any Governmental Authority, which default would have a Material
Adverse Effect.

     SECTION 3.10. Federal Reserve Regulations.

     Neither the Borrower nor any of its Subsidiaries is engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock. No part of the proceeds of
the Loans will be used, whether immediately, incidentally or ultimately, for any
purpose violative of or inconsistent with any of the provisions of Regulation T,
U or X of the Board.

     SECTION 3.11. Investment Company Act.

     The Borrower is not, and will not during the term of this Agreement be, (x)
an "investment company", within the meaning of the Investment Company Act of
1940, as amended or (y) subject to regulation under the Public Utility Holding
Company Act of 1935 or the Federal Power Act.

     SECTION 3.12. Enforceability.

     This Agreement and the other Fundamental Documents when executed will
constitute legal, valid and enforceable obligations (as applicable) of the
Borrower (subject, as to enforcement, to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and to general principles of equity).
<PAGE>

                                                                              38

     SECTION 3.13. Taxes.

     The Borrower and each of its Subsidiaries have filed or caused to be filed
all federal, provincial, state and local tax returns which are required to be
filed, and have paid or have caused to be paid all taxes as shown on said
returns or on any assessment received by them in writing, to the extent that
such taxes have become due, except (a) as permitted by Section 5.4 or (b) to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

     SECTION 3.14. Compliance with ERISA.

     Each of the Borrower and its Subsidiaries is in compliance in all material
respects with the provisions of ERISA and the Code applicable to Plans, and the
regulations and published interpretations thereunder, if any, which are
applicable to it and the applicable laws, rules and regulations of any
jurisdiction applicable to Plans. Neither the Borrower nor any of its
Subsidiaries has, with respect to any Plan established or maintained by it,
engaged in a prohibited transaction which would subject it to a material tax or
penalty on prohibited transactions imposed by ERISA or Section 4975 of the Code.
No liability to the PBGC that is material to the Borrower and its Subsidiaries
taken as a whole has been, or to the Borrower's best knowledge is reasonably
expected to be, incurred with respect to the Plans and there has been no
Reportable Event and no other event or condition that presents a material risk
of termination of a Plan by the PBGC. Neither the Borrower nor any of its
Subsidiaries has engaged in a transaction which would result in the incurrence
of a material liability under Section 4069 of ERISA. As of the Closing Date,
neither the Borrower nor any of its Subsidiaries contributes to a Multiemployer
Plan, and has not incurred any liability that would be material to the Borrower
and its Subsidiaries taken as a whole on account of a partial or complete
withdrawal (as defined in Sections 4203 and 4205 of ERISA, respectively) with
respect to any Multiemployer Plan.

     SECTION 3.15. Disclosure.

     As of the Closing Date, neither this Agreement nor the Confidential
Information Memorandum dated January 2000, at the time it was furnished,
contained any untrue statement of a material fact or omitted to state a material
fact, under the circumstances under which it was made, necessary in order to
make the statements contained herein or therein not misleading. At the Closing
Date, there is no fact known to the Borrower which, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

     SECTION 3.16. Environmental Liabilities.

     Except with respect to any matters, that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, neither
the Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
<PAGE>
                                                                              39

any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

     SECTION 3.17. Year 2000 Matters

     To the Borrower's knowledge, the disclosures relating to Year 2000 matters
contained in (i) the Borrower's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, and (ii) the Borrower's Annual Report on Form 10-K for
the year ended December 31, 1998], accurately present, in all material respects,
the status of the Borrower's efforts to address Year 2000 compliance isssues as
of September 30, 1999 and December 31, 1998 respectively.

4. CONDITIONS OF LENDING

     SECTION 4.1. Conditions Precedent to Effectiveness.

     The effectiveness of this Agreement is subject to the following conditions
precedent:

     (a) Loan Documents. The Administrative Agent shall have received this
   Agreement and each of the other Fundamental Documents, each executed and
   delivered by a duly authorized officer of the Borrower.

     (b) Corporate Documents for the Borrower. The Administrative Agent shall
   have received, with copies for each of the Lenders, a certificate of the
   Secretary or Assistant Secretary of the Borrower dated the date hereof and
   certifying (A) that attached thereto is a true and complete copy of the
   certificate of incorporation and by-laws of the Borrower as in effect on the
   date of such certification; (B) that attached thereto is a true and complete
   copy of resolutions adopted by the Board of Directors of the Borrower
   authorizing the borrowings hereunder and the execution, delivery and
   performance in accordance with their respective terms of this Agreement and
   any other documents required or contemplated hereunder; and (C) as to the
   incumbency and specimen signature of each officer of the Borrower executing
   this Agreement or any other document delivered by it in connection herewith
   (such certificate to contain a certification by another officer of the
   Borrower as to the incumbency and signature of the officer signing the
   certificate referred to in this paragraph (b)).

     (c) Financial Statements. The Lenders shall have received the (i) audited
   consolidated financial statements of the Borrower and its Consolidated
   Subsidiaries as of and for the fiscal years ended December 31, 1997 and
   December 31, 1998 and (ii) unaudited consolidated financial statements of the
   Borrower and its Consolidated Subsidiaries as of and for the nine-month
   period ended September 30, 1999.
<PAGE>

                                                                              40

     (d) Opinions of Counsel. The Administrative Agent shall have received the
   favorable written opinions, dated the date hereof and addressed to the
   Administrative Agent and the Lenders, of internal counsel of PHH Corporation
   and of Skadden, Arps, Slate, Meagher & Flom LLP, substantially in the form of
   Exhibits B-1 and B-2 hereto respectively.

     (e) No Material Adverse Change. The Administrative Agent shall be satisfied
   that no material adverse change shall have occurred with respect to the
   business, assets, operations or condition, financial or otherwise, of the
   Borrower and its Consolidated Subsidiaries, taken as a whole, since December
   31, 1998.

     (f) Payment of Fees. The Administrative Agent shall be satisfied that all
   amounts payable to the Arranger, the Administrative Agent and the other
   Lenders pursuant hereto or with regard to the transactions contemplated
   hereby have been or are simultaneously being paid.

     (g) Closing Date Payments. The Borrower and the Lenders shall have made
   such payments among themselves on the Closing Date as directed by the
   Administrative Agent with the result that, after giving effect thereto, the
   outstanding Revolving Credit Loans if any, shall be held by the Lenders pro
   rata in accordance with their respective Commitments. The Borrower shall have
   paid to the Administrative Agent, for the account of the respective lenders
   under the Existing Credit Agreement, all unpaid fees and other amounts
   accrued under the Existing Credit Agreement to the Closing Date.

     (h) Litigation. No litigation shall be pending or, to the Borrower's
   knowledge, threatened which would be likely to have a Material Adverse
   Effect, or which could reasonably be expected to materially adversely affect
   the ability of the Borrower to fulfill their obligations hereunder or to
   otherwise materially impair the interests of the Lenders.

     (i) Officer's Certificate. The Administrative Agent shall have received a
   certificate of the chief executive officer or chief financial officer or
   chief accounting officer of the Borrower certifying, as of the Closing Date,
   compliance with the conditions set forth in paragraphs (b) and (c) of Section
   4.2.

     SECTION 4.2. Conditions Precedent to Each Loan.

     The obligation of the Lenders to make each Loan, including the initial Loan
hereunder, is subject to the following conditions precedent:

     (a) Notice. The Administrative Agent shall have received a notice with
   respect to such Borrowing as required by Article 2 hereof.
<PAGE>

                                                                              41

     (b) Representations and Warranties. The representations and warranties set
   forth in Article 3 (other than those set forth in Section 3.5, which shall be
   deemed made only on the Closing Date) and in the other Fundamental Documents
   shall be true and correct in all material respects on and as of the date of
   each Borrowing hereunder (except to the extent that such representations and
   warranties expressly relate to an earlier date) with the same effect as if
   made on and as of such date; provided that this condition shall not apply to
   a Revolving Credit Borrowing which is solely refinancing outstanding
   Revolving Credit Loans and which, after giving effect thereto, has not
   increased the aggregate amount of outstanding Revolving Credit Loans.

     (c) No Event of Default. On the date of each Borrowing hereunder, the
   Borrower shall be in material compliance with all of the terms and provisions
   set forth herein to be observed or performed and no Event of Default or
   Default shall have occurred and be continuing; provided that this condition
   shall not apply to a Revolving Credit Borrowing which is solely refinancing
   outstanding Revolving Credit Loans and which, after giving effect thereto,
   has not increased the aggregate amount of outstanding Revolving Credit Loans.

Each Borrowing shall be deemed to be a representation and warranty by the
Borrower on the date of such Borrowing as to the matters specified in paragraphs
(b) and (c) of this Section.

5.  AFFIRMATIVE COVENANTS

     For so long as the Commitments shall be in effect or any amount shall
remain outstanding under any Note or unpaid under this Agreement, the Borrower
agrees that, unless the Required Lenders shall otherwise consent in writing, it
will, and will cause each of its Subsidiaries to:

     SECTION 5.1. Financial Statements, Reports, etc.

     Deliver to each Lender:

     (a) As soon as is practicable, but in any event within 100 days after the
   end of each fiscal year of the Borrower, (i) either (A) consolidated
   statements of income (or operations) and consolidated statements of cash
   flows and changes in stockholders' equity of the Borrower and its
   Consolidated Subsidiaries for such year and the related consolidated balance
   sheets as at the end of such year, or (B) the Form 10K filed by the Borrower
   with the Securities and Exchange Commission and (ii) if not included in such
   Form 10K, an opinion of independent certified public accountants of
   recognized national standing, which opinion shall state that said
   consolidated financial statements fairly present the consolidated financial
   position and results of operations of the Borrower and its Consolidated
   Subsidiaries as at the end of, and for, such fiscal year and that such
   financial statements were prepared in accordance with GAAP applied
   consistently throughout the periods reflected therein and with prior periods;
<PAGE>

                                                                              42

     (b) As soon as is practicable, but in any event within 60 days after the
   end of each of the first three fiscal quarters of each fiscal year, either
   (i) the Form 10-Q filed by the Borrower with the Securities and Exchange
   Commission or (ii) the unaudited consolidated balance sheet of the Borrower
   and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and
   the related unaudited statements of income and cash flows for such quarter
   and for the period from the beginning of the then current fiscal year to the
   end of such fiscal quarter and the corresponding figures as of the end of the
   preceding fiscal year, and for the corresponding period in the preceding
   fiscal year, in each case, together with a certificate (substantially in the
   form of Exhibit D) signed by the chief financial officer, the chief
   accounting officer or a vice president responsible for financial
   administration of the Borrower to the effect that such financial statements,
   while not examined by independent public accountants, reflect, in his opinion
   and in the opinion of the Borrower, all adjustments necessary to present
   fairly the financial position of the Borrower and its Consolidated
   Subsidiaries, as the case may be, as at the end of the fiscal quarter and the
   results of their operations for the quarter then ended in conformity with
   GAAP consistently applied, subject only to year-end and audit adjustments and
   to the absence of footnote disclosure;

     (c) Together with the delivery of the statements referred to in paragraphs
   (a) and (b) of this Section 5.1, a certificate of the chief financial
   officer, chief accounting officer or a vice president responsible for
   financial administration of the Borrower, substantially in the form of
   Exhibit D hereto (i) stating whether or not the signer has knowledge of any
   Default or Event of Default and, if so, specifying each such Default or Event
   of Default of which the signer has knowledge and the nature thereof and (ii)
   demonstrating in reasonable detail compliance with the provisions of Sections
   6.7 and 6.8;

     (d) Promptly upon any executive officer of the Borrower or any of its
   Subsidiaries obtaining knowledge of the occurrence of any Default or Event of
   Default, a certificate of the president, chief financial officer or chief
   accounting officer of the Borrower specifying the nature and period of
   existence of such Default or Event of Default and what action the Borrower
   has taken, is taking and proposes to take with respect thereto; and

     (e) Promptly upon any executive officer of the Borrower or any of its
   Subsidiaries obtaining knowledge of (i) the institution of any action, suit,
   proceeding, investigation or arbitration by any Governmental Authority or
   other Person against or affecting the Borrower or any of its Subsidiaries or
   any of their assets, or (ii) any material development in any such action,
   suit, proceeding, investigation or arbitration (whether or not previously
   disclosed to the Lenders), which, in each case might reasonably be expected
   to have a Material Adverse Effect, prompt notice thereof and such other
   information as may be reasonably available to it (without waiver of any
   applicable evidentiary privilege) to enable the Lenders to evaluate such
   matters.

<PAGE>

                                                                              43

     SECTION 5.2. Corporate Existence; Compliance with Statutes.

     Do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its corporate existence, rights, licenses, permits and
franchises and comply, except where failure to comply, either individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, with all provisions of Applicable Law, and all applicable restrictions
imposed by any Governmental Authority, and all state and provincial laws and
regulations of similar import; provided that mergers, dissolutions and
liquidations permitted under Section 6.4 shall be permitted.

     SECTION 5.3. Insurance.

     Maintain with good and reputable insurers insurance in such amounts and
against such risks as are customarily insured against by companies in similar
businesses; provided however, that (a) workmen's compensation insurance or
similar coverage may be effected with respect to its operations in any
particular state or other jurisdiction through an insurance fund operated by
such state or jurisdiction and (b) such insurance may contain self-insurance
retention and deductible levels consistent as such insurance is usually carried
by companies of established reputation and comparable size.

     SECTION 5.4. Taxes and Charges.

     Duly pay and discharge, or cause to be paid and discharged, before the same
shall become delinquent, all federal, state or local taxes, assessments, levies
and other governmental charges, imposed upon the Borrower or any of its
Subsidiaries or their respective properties, sales and activities, or any part
thereof, or upon the income or profits therefrom, as well as all claims for
labor, materials, or supplies which if unpaid could reasonably be expected to
result in a Material Adverse Effect; provided that any such tax, assessment,
charge, levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if the
Borrower shall have set aside on its books reserves (the presentation of which
is segregated to the extent required by GAAP) adequate with respect thereto if
reserves shall be deemed necessary by the Borrower in accordance with GAAP; and
provided, further, that the Borrower will pay all such taxes, assessments,
levies or other governmental charges forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor
(unless the same is fully bonded or otherwise effectively stayed).

     SECTION 5.5. ERISA Compliance and Reports.

     Furnish to the Administrative Agent (a) as soon as possible, and in any
event within 30 days after any executive officer (as defined in Regulation C
under the Securities Act of 1933, as amended) of the Borrower knows that (i) any
Reportable Event with respect to any Plan has occurred, a statement of the chief
financial officer of the Borrower, setting forth details as to such Reportable
Event and the action which it proposes to take with respect thereto, together
with a copy of the notice, if any, required to be filed by the Borrower or any
of its Subsidiaries of such Reportable Event with the
<PAGE>
                                                                              44

PBGC or (ii) an accumulated funding deficiency has been incurred or an
application has been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard or an extension of any amortization
period under Section 412 of the Code with respect to a Plan, a Plan has been or
is proposed to be terminated in a "distress termination" (as defined in Section
4041(c) of ERISA), proceedings have been instituted to terminate a Plan or a
Multiemployer Plan, a proceeding has been instituted to collect a delinquent
contribution to a Plan or a Multiemployer Plan, or either the Borrower or any of
its Subsidiaries will incur any liability (including any contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063 or 4064 of ERISA or the withdrawal or partial
withdrawal from a Multiemployer Plan under Section 4201 or 4204 of ERISA, a
statement of the chief financial officer of the Borrower, setting forth details
as to such event and the action it proposes to take with respect thereto, (b)
promptly upon the reasonable request of the Administrative Agent, copies of each
annual and other report with respect to each Plan and (c) promptly after receipt
thereof, a copy of any notice the Borrower or any of its Subsidiaries may
receive from the PBGC relating to the PBGC's intention to terminate any Plan or
to appoint a trustee to administer any Plan; provided that the Borrower shall
not be required to notify the Administrative Agent of the occurrence of any of
the events set forth in the preceding clauses (a) and (c) unless such event,
individually or in the aggregate, could reasonably be expected to result in a
material liability to the Borrower and its Subsidiaries taken as a whole.

     SECTION 5.6. Maintenance of and Access to Books and Records; Examinations.

     Maintain or cause to be maintained at all times true and complete books and
records of its financial operations (in accordance with GAAP) and, after the
occurrence and during the continuance of an Event of Default (at a time during
which Loans are outstanding), provide the Administrative Agent and its
representatives access to all such books and records and to any of their
properties or assets during regular business hours, in order that the
Administrative Agent may make such audits and examinations and make abstracts
from such books, accounts and records and may discuss the affairs, finances and
accounts with, and be advised as to the same by, officers and independent
accountants, all as the Administrative Agent may deem appropriate for the
purpose of verifying the various reports delivered pursuant to this Agreement or
for otherwise ascertaining compliance with this Agreement.

     SECTION 5.7. Maintenance of Properties.

     Keep its properties which are material to its business in good repair,
working order and condition consistent with companies of established reputation
and comparable size.

6.  NEGATIVE COVENANTS

     For so long as the Commitments shall be in effect or any amount shall
remain outstanding under any Note or unpaid under this Agreement, unless the
Required Lenders shall
<PAGE>
                                                                              45

otherwise consent in writing, the Borrower agrees that it will not, nor will it
permit any of its Subsidiaries to, directly or indirectly:

     SECTION 6.1. Limitation on Material Subsidiary Indebtedness.

     Incur, assume or suffer to exist any Indebtedness of any Material
Subsidiary which principally transacts business in the United States, except:

     (a) Indebtedness in existence on the date hereof, or required to be
   incurred pursuant to a contractual obligation in existence on the date
   hereof, which in either case (to the extent not otherwise permitted by
   paragraphs (b)-(h) of this Section 6.1), is listed on Schedule 6.1 hereto,
   but not any extensions or renewals thereof, unless effected on substantially
   the same terms or on terms not more adverse to the Lenders;

     (b) purchase money Indebtedness (including Capital Leases) to the extent
   permitted under Section 6.5(b);

     (c) Indebtedness owing by any Material Subsidiary to the Borrower or any
   other Subsidiary;

     (d) Indebtedness of any Material Subsidiary of the Borrower issued and
   outstanding prior to the date on which such Subsidiary became a Subsidiary of
   the Borrower (other than Indebtedness issued in connection with, or in
   anticipation of, such Subsidiary becoming a Subsidiary of the Borrower);
   provided that immediately prior and on a Pro Forma Basis after giving effect
   to, such Person becoming a Subsidiary of the Borrower, no Default or Event of
   Default shall occur or then be continuing and the aggregate principal amount
   of such Indebtedness, when added to the aggregate outstanding principal
   amount of Indebtedness permitted by paragraphs (e) and (f) below, shall not
   exceed $125,000,000;

     (e) any renewal, extension or modification of Indebtedness under paragraph
   (d) above so long (i) as such renewal, extension or modification is effected
   on substantially the same terms or on terms which, in the aggregate, are not
   more adverse to the Lenders and (ii) the principal amount of such
   Indebtedness is not increased;

     (f) other Indebtedness of any Material Subsidiary in an aggregate principal
   amount which, when added to the aggregate outstanding principal amount of
   Indebtedness permitted by paragraphs (d) and (e) above, does not exceed
   $125,000,000;

     (g) [Intentionally Deleted];

     (h) Indebtedness of any Asset Securitization Subsidiary incurred solely to
   finance asset securitization transactions as long as (i) such Indebtedness is
   unsecured or


<PAGE>
                                                                              46

   is secured solely as permitted by Section 6.5(n), and (ii) the lender (and
   any other party) in respect of such Indebtedness has recourse (other than
   customary limited recourse based on misrepresentations or failure of such
   assets to meet customary eligibility criteria), if any, solely to the assets
   securitized in the applicable asset securitization transaction and, if such
   Asset Securitization Subsidiary is of the type described in clause (i) of the
   definition of "Asset Securitization Subsidiary", the capital stock of such
   Asset Securitization Subsidiary; and

     (i) Indebtedness consisting of the obligation to repurchase mortgages and
   related assets to the extent permitted by Section 6.12.

     SECTION 6.2. [Intentionally deleted].

     SECTION 6.3. Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate (other
than the Borrower or a wholly-owned Subsidiary of the Borrower) unless such
transaction is (a) otherwise permitted under this Agreement and (b) upon fair
and reasonable terms no less favorable to the Borrower or such Subsidiary, as
the case may be, than it would obtain in a comparable arm's length transaction
with a Person which is not an Affiliate.

     SECTION 6.4. Consolidation, Merger, Sale of Assets.

     (a) Neither the Borrower nor any of its Material Subsidiaries (in one
transaction or series of transactions) will wind up, liquidate or dissolve its
affairs, or enter into any transaction of merger or consolidation, except any
merger, consolidation, dissolution or liquidation (i) in which the Borrower is
the surviving entity or if the Borrower is not a party to such transaction then
a Subsidiary is the surviving entity, (ii) in which the surviving entity becomes
a Subsidiary of the Borrower immediately upon the effectiveness of such merger,
consolidation, dissolution or liquidation or (iii) in connection with a
transaction permitted by Section 6.4(b); provided that immediately prior to and
on a Pro Forma Basis after giving effect to such transaction no Default or Event
of Default has occurred or is continuing.

     (b) Sell or otherwise dispose of all or substantially all of the assets of
the Borrower and its Subsidiaries, taken as a whole; provided that it is
understood for purposes of clarity that this Section 6.4(b) shall not prohibit
or limit in any respect transactions in the ordinary course of business of the
Borrower or any of its Subsidiaries (including but not limited to asset
securitization transactions entered into in the ordinary course of business).

     SECTION 6.5. Limitations on Liens.

     Suffer any Lien on the property of the Borrower or any of the Material
Subsidiaries which principally transact business in the United States, except:
<PAGE>

                                                                              47

     (a) deposits under worker's compensation, unemployment insurance and social
   security laws or to secure statutory obligations or surety or appeal bonds or
   performance or other similar bonds in the ordinary course of business, or
   statutory Liens of landlords, carriers, warehousemen, mechanics and
   materialmen and other similar Liens, in respect of liabilities which are not
   yet due or which are being contested in good faith, Liens for taxes not yet
   due and payable, and Liens for taxes due and payable, the validity or amount
   of which is currently being contested in good faith by appropriate
   proceedings and as to which foreclosure and other enforcement proceedings
   shall not have been commenced (unless fully bonded or otherwise effectively
   stayed);

     (b) purchase money Liens granted to the vendor or Person financing the
   acquisition of property, plant or equipment if (i) limited to the specific
   assets acquired and, in the case of tangible assets, other property which is
   an improvement to or is acquired for specific use in connection with such
   acquired property or which is real property being improved by such acquired
   property; (ii) the debt secured by such Lien is the unpaid balance of the
   acquisition cost of the specific assets on which the Lien is granted; and
   (iii) such transaction does not otherwise violate this Agreement;

     (c) Liens upon real and/or personal property, which property was acquired
   after the date of this Agreement (by purchase, construction or otherwise) by
   the Borrower or any of its Material Subsidiaries, each of which Liens existed
   on such property before the time of its acquisition and was not created in
   anticipation thereof; provided that no such Lien shall extend to or cover any
   property of the Borrower or such Material Subsidiary other than the
   respective property so acquired and improvements thereon;

     (d) Liens arising out of attachments, judgments or awards as to which an
   appeal or other appropriate proceedings for contest or review are promptly
   commenced (and as to which foreclosure and other enforcement proceedings (i)
   shall not have been commenced (unless fully bonded or otherwise effectively
   stayed) or (ii) in any event shall be promptly fully bonded or otherwise
   effectively stayed);

     (e) Liens created under any Fundamental Document as contemplated by this
   Agreement;

     (f) Liens securing Indebtedness of any Material Subsidiary to the Borrower;

     (g) [Intentionally Deleted];

     (h) mortgage liens existing on homes acquired by the Borrower or any of its
   Material Subsidiaries in the ordinary course of their relocation management
   business;
<PAGE>

                                                                              48

     (i) other Liens incidental to the conduct of its business or the ownership
   of its property and other assets, which do not secure any Indebtedness and
   did not otherwise arise in connection with the borrowing of money or the
   obtaining of advances or credit and which do not, in the aggregate,
   materially detract from the value of its property or other assets or
   materially impair the use thereof in the operation of its business;

     (j) Liens covering only the property or other assets of any Subsidiary
   which principally transacts business outside of the United States;

     (k) to the extent not otherwise permitted by this Section 6.5, Liens
   existing on the Closing date listed on Schedule 6.5 hereto and any extensions
   or renewals thereof;

     (l) Liens securing indebtedness in respect of one or more asset
   securitization transactions, which indebtedness is not reported on a
   consolidated balance sheet of the Borrower and its Subsidiaries, covering
   only the assets securitized in the asset securitization transaction financed
   by such indebtedness and the capital stock of any special purpose vehicle the
   sole purpose of which is to effectuate such asset securitization transaction;

     (m) other Liens securing obligations having an aggregate principal amount
   not to exceed $100,000,000;

     (n) Liens securing Indebtedness and related obligations of an Asset
   Securitization Subsidiary in respect of one or more asset securitization
   transactions, which Indebtedness is reported on a consolidated balance sheet
   of the Borrower and its Subsidiaries, covering only the assets securitized in
   the asset securitization transaction financed by such Indebtedness and, if
   such Asset Securitization Subsidiary is of the type described in clause (i)
   of the definition of "Asset Securitization Subsidiary", the capital stock of
   such Asset Securitization Subsidiary; and

     (o) Liens on mortgages and related assets securing obligations to
   repurchase such mortgages and related assets to the extent such obligations
   are permitted by Section 6.12.

     SECTION 6.6. Sale and Leaseback.

     Enter into any arrangement with any Person or Persons, whereby in
contemporaneous transactions the Borrower or any of its Subsidiaries sells
essentially all of its right, title and interest in a material asset and the
Borrower or any of its Subsidiaries acquires or leases back the right to use
such property except that the Borrower or any of its Subsidiaries may enter into
sale-leaseback transactions relating to assets not in excess of $100,000,000 in
the aggregate on a cumulative basis.

     SECTION 6.7. Consolidated Net Worth.
<PAGE>

                                                                              49

     Permit Consolidated Net Worth on the last day of any fiscal quarter to be
less than the sum of (i) $700,000,000 plus (ii) 25% of Consolidated Net Income,
if positive, for each fiscal quarter after September 30, 1999.

     SECTION 6.8. Ratio of Indebtedness To Consolidated Net Worth.

     Permit, at any time, Indebtedness of the Borrower and its Subsidiaries less
Cash Equivalents (owned by the Borrower or any of its Subsidiaries and free of
Liens (other than Liens securing Indebtedness)) to exceed five (5) times
Consolidated Net Worth.

     SECTION 6.9. Accounting Practices.

     Establish a fiscal year ending on other than December 31, or modify or
change accounting treatments or reporting practices except as otherwise required
or permitted by GAAP.

     SECTION 6.10. Restrictions Affecting Subsidiaries.

     Enter into, or suffer to exist, any Contractual Obligation with any Person,
which prohibits or limits the ability of any Material Subsidiary (other than
Asset Securitization Subsidiaries) to (a) pay dividends or make other
distributions or pay any Indebtedness owed to the Borrower or any other
Subsidiary, (b) make loans or advances to the Borrower or any other Subsidiary
or (c) transfer any of its properties or assets to the Borrower or any other
Subsidiary.

     Section 6.11. [Intentionally Deleted].

     SECTION 6.12. Limitation on Mortgage Repurchase Indebtedness.

     Incur, assume or suffer to exist any Indebtedness (other than Indebtedness
of Asset Securitization Subsidiaries incurred to finance asset securitization
transactions permitted by this Agreement) in respect of the repurchase of
mortgages and related assets if the aggregate principal amount of all such
Indebtedness would exceed $900,000,000 at any time.

7.  EVENTS OF DEFAULT

     In the case of the happening and during the continuance of any of the
following events (herein called "Events of Default"):

     (a) any representation or warranty made or deemed made by the Borrower in
   this Agreement or any other Fundamental Document or in connection with this
   Agreement or with the execution and delivery of the Notes or the Borrowings
   hereunder, or any statement or representation made in any report, financial
   statement, certificate or other document furnished by or on behalf of the
   Borrower or any of its Subsidiaries to the Administrative Agent or any
<PAGE>

                                                                              50

   Lender under or in connection with this Agreement, shall prove to have been
   false or misleading in any material respect when made or delivered;

     (b) default shall be made in the payment of any principal of or interest on
   the Notes or of any fees or other amounts payable by the Borrower hereunder,
   when and as the same shall become due and payable, whether at the due date
   thereof or at a date fixed for prepayment thereof or by acceleration thereof
   or otherwise, and in the case of payments of interest, such default shall
   continue unremedied for five Business Days, and in the case of payments other
   than of any principal amount of or interest on the Notes, such default shall
   continue unremedied for five Business Days after receipt by the Borrower of
   an invoice therefor;

     (c) default shall be made in the due observance or performance of any
   covenant, condition or agreement contained in Section 5.1(c) (with respect to
   notice of Default or Events of Default) or Article 6;

     (d) default shall be made by the Borrower in the due observance or
   performance of any other covenant, condition or agreement to be observed or
   performed pursuant to the terms of this Agreement or any other Fundamental
   Document and such default shall continue unremedied for thirty (30) days
   after the Borrower obtains knowledge of such occurrence;

     (e) (i) default in payment shall be made with respect to any Indebtedness
   or Interest Rate Protection Agreements of the Borrower or any of its
   Subsidiaries where the amount or amounts of such Indebtedness exceeds
   $25,000,000 (or its equivalent thereof in any other currency) in the
   aggregate; or (ii) default in payment or performance shall be made with
   respect to any Indebtedness or Interest Rate Protection Agreements of the
   Borrower or any of its Subsidiaries where the amount or amounts of such
   Indebtedness or Interest Rate Protection Agreements exceeds $25,000,000 (or
   its equivalent thereof in any other currency) in the aggregate, if the effect
   of such default is to result in the acceleration of the maturity of such
   Indebtedness or Interest Rate Protection Agreement; or (iii) any other
   circumstance shall arise (other than the mere passage of time) by reason of
   which the Borrower or any Subsidiary of the Borrower is required to redeem or
   repurchase, or offer to holders the opportunity to have redeemed or
   repurchased, any such Indebtedness or Interest Rate Protection Agreement
   where the amount or amounts of such Indebtedness or Interest Rate Protection
   Agreement exceeds $25,000,000 (or its equivalent thereof in any other
   currency) in the aggregate; provided that clause (iii) shall not apply to
   secured Indebtedness or Interest Rate Protection Agreement that becomes due
   as a result of a voluntary sale of the property or assets securing such
   Indebtedness or Interest Rate Protection Agreement and provided, further,
   that clauses (ii) and (iii) shall not apply to any Indebtedness or Interest
   Rate Protection Agreement of any Subsidiary issued and outstanding prior to
   the date such Subsidiary became a Subsidiary of the Borrower (other than
   Indebtedness or Interest Rate Protection Agreement issued in connection with,
   or in anticipation of, such Subsidiary becoming a Subsidiary of the Borrower)
   if such default or circumstance arises solely as a result of a "change of
   control" provision applicable to
<PAGE>
                                                                              51

   such Indebtedness or Interest Rate Protection Agreement which becomes
   operative as a result of the acquisition of such Subsidiary by the Borrower
   or any of its Subsidiaries;

     (f) the Borrower or any of its Material Subsidiaries shall generally not
   pay its debts as they become due or shall admit in writing its inability to
   pay its debts, or shall make a general assignment for the benefit of
   creditors; or the Borrower or any of its Material Subsidiaries shall commence
   any case, proceeding or other action seeking to have an order for relief
   entered on its behalf as debtor or to adjudicate it a bankrupt or insolvent,
   or seeking reorganization, arrangement, adjustment, liquidation, dissolution
   or composition of it or its debts under any law relating to bankruptcy,
   insolvency, reorganization or relief of debtors or seeking appointment of a
   receiver, trustee, custodian or other similar official for it or for all or
   any substantial part of its property or shall file an answer or other
   pleading in any such case, proceeding or other action admitting the material
   allegations of any petition, complaint or similar pleading filed against it
   or consenting to the relief sought therein; or the Borrower or any Material
   Subsidiary thereof shall take any action to authorize any of the foregoing;

     (g) any involuntary case, proceeding or other action against the Borrower
   or any of its Material Subsidiaries shall be commenced seeking to have an
   order for relief entered against it as debtor or to adjudicate it a bankrupt
   or insolvent, or seeking reorganization, arrangement, adjustment,
   liquidation, dissolution or composition of it or its debts under any law
   relating to bankruptcy, insolvency, reorganization or relief of debtors, or
   seeking appointment of a receiver, trustee, custodian or other similar
   official for it or for all or any substantial part of its property, and such
   case, proceeding or other action (i) results in the entry of any order for
   relief against it or (ii) shall remain undismissed for a period of sixty (60)
   days;

     (h) the occurrence of a Change in Control;

     (i) final judgment(s) for the payment of money in excess of $25,000,000 (or
   its equivalent thereof in any other currency) shall be rendered against the
   Borrower or any of its Subsidiaries which within thirty (30) days from the
   entry of such judgment shall not have been discharged or stayed pending
   appeal or which shall not have been discharged within thirty (30) days from
   the entry of a final order of affirmance on appeal; or

     (j) a Reportable Event relating to a failure to meet minimum funding
   standards or an inability to pay benefits when due shall have occurred with
   respect to any Plan under the control of the Borrower or any of its
   Subsidiaries and shall not have been remedied within 45 days after the
   occurrence of such Reportable Event, if the occurrence thereof could
   reasonably be expected to have a Material Adverse Effect;

then, in every such event and at any time thereafter during the continuance of
such event, the Administrative Agent may or, if directed by the Required
Lenders, shall take either or both of the following actions, at the same or
different times: terminate forthwith the Commitments and/or declare
<PAGE>
                                                                              52

the principal of and the interest on the Loans and the Notes and all other
amounts payable hereunder or thereunder to be forthwith due and payable,
whereupon the same shall become and be forthwith due and payable, without
presentment, demand, protest, notice of acceleration, notice of intent to
accelerate or other notice of any kind, all of which are hereby expressly
waived, anything in this Agreement or in the Notes to the contrary
notwithstanding; provided that, in the case of a payment of principal default
pursuant to paragraph (b), the Administrative Agent, unless it is directed to do
so by the Required Lenders, will not take either or both of such actions for
three Business Days. If an Event of Default specified in paragraph (f) or (g)
above shall have occurred, the principal of and interest on the Loans and the
Notes and all other amounts payable hereunder or thereunder shall thereupon and
concurrently become due and payable without presentment, demand, protest, notice
of acceleration, notice of intent to accelerate or other notice of any kind, all
of which are hereby expressly waived, anything in this Agreement or the Notes to
the contrary notwithstanding and the Commitments of the Lenders shall thereupon
forthwith terminate.

8.  THE ADMINISTRATIVE AGENT

     SECTION 8.1. Administration by Administrative Agent.

     The general administration of the Fundamental Documents and any other
documents contemplated by this Agreement shall be by the Administrative Agent or
their designees as provided for herein. Each of the Lenders hereby irrevocably
authorizes the Administrative Agent, at its discretion, to take or refrain from
taking such actions as agent on its behalf and to exercise or refrain from
exercising such powers under the Fundamental Documents, the Notes and any other
documents contemplated by this Agreement as are delegated by the terms hereof or
thereof, as appropriate, together with all powers reasonably incidental thereto.
The Administrative Agent shall have no duties or responsibilities except as set
forth in the Fundamental Documents. Any Lender which is a co-agent or lead
manager (as indicated on Schedule 1.1A hereto) for the credit facility hereunder
shall not have any duties or responsibilities except as a Lender hereunder.

     SECTION 8.2. Advances and Payments.

     (a) On the date of each Loan, the Administrative Agent shall be authorized
(but not obligated) to advance, for the account of each of the applicable
Lenders, the amount of the Loan to be made by it in accordance with this
Agreement. Each of the Lenders hereby authorizes and requests the Administrative
Agent to advance for its account, pursuant to the terms hereof, the amount of
the Loan to be made by it, unless with respect to any Lender, such Lender has
theretofore specifically notified the Administrative Agent that such Lender does
not intend to fund that particular Loan. Each of the Lenders agrees forthwith to
reimburse the Administrative Agent in immediately available funds for the amount
so advanced on its behalf by the Administrative Agent pursuant to the
immediately preceding sentence. If any such reimbursement is not made in
immediately available funds on the same day on which the Administrative Agent
shall have made any such amount available on behalf of any Lender in accordance
with this Section 8.2, such Lender shall pay interest to the Administrative
Agent at a rate
<PAGE>

                                                                              53

per annum equal to the Administrative Agent's cost of obtaining overnight funds
in the New York Federal Funds Market. Notwithstanding the preceding sentence, if
such reimbursement is not made by the second Business Day following the day on
which the Administrative Agent shall have made any such amount available on
behalf of any Lender or such Lender has indicated that it does not intend to
reimburse the Administrative Agent, the Borrower shall immediately pay such
unreimbursed advance amount (plus any accrued, but unpaid interest at the rate
per annum equal to the interest rate applicable to such Loan) to the
Administrative Agent.

     (b) Any amounts received by the Administrative Agent in connection with
this Agreement or the Loans the application of which is not otherwise provided
for shall be applied, in accordance with each of the Lenders' pro rata interest
therein, first, to pay accrued but unpaid Facility Fees and Utilization Fees,
second, to pay accrued but unpaid interest on the Loans, third, to pay the
principal balance outstanding on the Loans and fourth, to pay other amounts
payable to the Administrative Agent and/or the Lenders. All amounts to be paid
to any of the Lenders by the Administrative Agent shall be credited to the
applicable Lenders, after collection by the Administrative Agent, in immediately
available funds either by wire transfer or deposit in such Lender's
correspondent account with the Administrative Agent, or as such Lender and the
Administrative Agent shall from time to time agree.

     SECTION 8.3. Sharing of Setoffs and Cash Collateral.

     Each of the Lenders agrees that if it shall, through the operation of
Section 2.19 or the exercise of a right of banker's lien, setoff or counterclaim
against the Borrower, including, but not limited to, a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim and received by such Lender
under any applicable bankruptcy, insolvency or other similar law, or otherwise
(other than pursuant to Section 2.15(f) or 2.24), obtain payment in respect of
its Loans as a result of which the unpaid portion of its Loans is
proportionately less than the unpaid portion of any of the other Lenders (a) it
shall promptly purchase at par (and shall be deemed to have thereupon purchased)
from such other Lenders a participation in the Loans of such other Lenders, so
that the aggregate unpaid principal amount of each of the Lenders' Loans and its
participation in Loans of the other Lenders shall be in the same proportion to
the aggregate unpaid principal amount of all Loans then outstanding as the
principal amount of its Loans prior to the obtaining of such payment was to the
principal amount of all Loans outstanding prior to the obtaining of such payment
and (b) such other adjustments shall be made from time to time as shall be
equitable to ensure that the Lenders share such payment pro rata.

     SECTION 8.4. Notice to the Lenders.

     Upon receipt by the Administrative Agent from the Borrower of any
communication calling for an action on the part of the Lenders, or upon notice
to the Administrative Agent of any Event of Default, the Administrative Agent
will in turn immediately inform the other Lenders in writing (which
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                                                                              54

shall include telegraphic communications) of the nature of such communication or
of the Event of Default, as the case may be.

     SECTION 8.5. Liability of the Administrative Agent.

     (a) The Administrative Agent, when acting on behalf of the Lenders may
execute any of its duties under this Agreement by or through its officers,
agents, or employees and neither the Administrative Agent nor its respective
directors, officers, agents, or employees shall be liable to the Lenders or any
of them for any action taken or omitted to be taken in good faith, or be
responsible to the Lenders or to any of them for the consequences of any
oversight or error of judgment, or for any loss, unless the same shall happen
through its gross negligence or willful misconduct. Neither the Administrative
Agent nor its respective directors, officers, agents, and employees shall in any
event be liable to the Lenders or to any of them for any action taken or omitted
to be taken by it pursuant to instructions received by it from the Required
Lenders or in reliance upon the advice of counsel selected by it. Without
limiting the foregoing, neither the Administrative Agent nor any of its
respective directors, officers, employees, or agents shall be responsible to any
of the Lenders for the due execution (other than its own), validity,
genuineness, effectiveness, sufficiency, or enforceability of, or for any
statement, warranty, or representation made by any other Person in, or for the
perfection of any security interest contemplated by, this Agreement or any
related agreement, document or order, or for the designation or failure to
designate this transaction as a "Highly Leveraged Transaction" for regulatory
purposes, or shall be required to ascertain or to make any inquiry concerning
the performance or observance by the Borrower of any of the terms, conditions,
covenants, or agreements of this Agreement or any related agreement or document.

     (b) Neither the Administrative Agent nor any of its respective directors,
officers, employees, or agents shall have any responsibility to the Borrower on
account of the failure or delay in performance or breach by any of the Lenders
or the Borrower of any of their respective obligations under this Agreement or
the Notes or any related agreement or document or in connection herewith or
therewith.

     (c) The Administrative Agent in such capacities hereunder, shall be
entitled to rely on any communication, instrument, or document reasonably
believed by it to be genuine or correct and to have been signed or sent by a
Person or Persons believed by it to be the proper Person or Persons, and it
shall be entitled to rely on advice of legal counsel, independent public
accountants, and other professional advisers and experts selected by it.

     SECTION 8.6. Reimbursement and Indemnification.

     Each of the Lenders severally and not jointly agrees (i) to reimburse the
Administrative Agent and the Arranger, in the amount of its proportionate share,
for any reasonable expenses and fees incurred for the benefit of the Lenders
under the Fundamental Documents, including, without limitation, reasonable
counsel fees and compensation of agents and employees paid for services rendered
on
<PAGE>
                                                                              55

behalf of the Lenders, and any other reasonable expense incurred in connection
with the administration or enforcement thereof not reimbursed by the Borrower or
one of its Subsidiaries; and (ii) to indemnify and hold harmless the
Administrative Agent and the Arranger and any of their directors, officers,
employees, or agents, on demand, in the amount of its proportionate share, from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against it
or any of them in any way relating to or arising out of the Fundamental
Documents or any action taken or omitted by it or any of them under the
Fundamental Documents to the extent not reimbursed by the Borrower or one of its
Subsidiaries (except such as shall result from the gross negligence or willful
misconduct of the Person seeking indemnification).

     SECTION 8.7. Rights of Administrative Agent.

     It is understood and agreed that Chase shall have the same rights and
powers hereunder (including the right to give such instructions) as the other
Lenders and may exercise such rights and powers, as well as its rights and
powers under other agreements and instruments to which it is or may be party,
and engage in other transactions with the Borrower as though it were not an
Administrative Agent on behalf of the Lenders under this Agreement.

     SECTION 8.8. Independent Investigation by Lenders.

     Each of the Lenders acknowledges that it has decided to enter into this
Agreement and to make the Loans hereunder based on its own analysis of the
transactions contemplated hereby and of the creditworthiness of the Borrower and
agrees that the Administrative Agent shall not bear responsibility therefor.

     SECTION 8.9. Notice of Transfer.

     The Administrative Agent may deem and treat any Lender which is a party to
this Agreement as the owners of such Lender's respective portions of the Loans
for all purposes, unless and until a written notice of the assignment or
transfer thereof executed by any such Lender shall have been received by the
Administrative Agent and become effective pursuant to Section 9.3.

     SECTION 8.10. Successor Administrative Agent.

     The Administrative Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent from
among the Lenders, with the consent of the Borrower, which will not be
unreasonably withheld. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation, the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which with the consent of the


<PAGE>

                                                                              56

Borrower, which will not be unreasonably withheld, shall be a commercial bank
organized or licensed under the laws of the United States or of any State
thereof and having a combined capital and surplus of at least $500,000,000. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article 8 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

9.  MISCELLANEOUS

     SECTION 9.1. Notices.

     Notices and other communications provided for herein shall be in writing
and shall be delivered or mailed (or in the case of telegraphic communication,
if by telegram, delivered to the telegraph company and, if by telex, telecopy,
graphic scanning or other telegraphic communications equipment of the sending
party hereto, delivered by such equipment) addressed, if to the Administrative
Agent or Chase, to it at One Chase Manhattan Plaza, New York, New York 10081,
Attn: Maggie Swales, with a copy to Sandra Miklave, if to the Borrower, to it at
307 International Circle, Hunt Valley, Maryland 21030-1337, Attention: Assistant
Treasurer, with a copy to the General Counsel, or if to a Lender, to it at its
address set forth on Schedule 1.1A (or in its Assignment and Acceptance or other
agreement pursuant to which it became a Lender hereunder), or such other address
as such party may from time to time designate by giving written notice to the
other parties hereunder. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the fifth Business Day after the date when sent by registered
or certified mail, postage prepaid, return receipt requested, if by mail, or
when delivered to the telegraph company, charges prepaid, if by telegram, or
when receipt is acknowledged, if by any telecopier or telegraphic communications
equipment of the sender, in each case addressed to such party as provided in
this Section 9.1 or in accordance with the latest unrevoked written direction
from such party.

     SECTION 9.2. Survival of Agreement, Representations and Warranties, etc.

     All warranties, representations and covenants made by the Borrower herein
or in any certificate or other instrument delivered by it or on its behalf in
connection with this Agreement shall be considered to have been relied upon by
the Administrative Agent and the Lenders and shall survive the making of the
Loans herein contemplated and the issuance and delivery to the Administrative
Agent of the Notes regardless of any investigation made by the Administrative
Agent or the Lenders or on their behalf and shall continue in full force and
effect so long as any amount due or to become due hereunder is outstanding and
unpaid and so long as the Commitments have not been terminated. All statements
in any such certificate or other instrument shall constitute representations and
warranties by the Borrower hereunder.
<PAGE>

                                                                              57

     SECTION 9.3. Successors and Assigns; Syndications; Loan Sales;
Participations.

     (a) Whenever in this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the successors and assigns of such
party (provided that the Borrower may not assign its respective rights hereunder
without the prior written consent of all the Lenders), and all covenants,
promises and agreements by, or on behalf of, the Borrower which are contained in
this Agreement shall inure to the benefit of the successors and assigns of the
Lenders.

     (b) Each of the Lenders may (but only with the prior written consent of the
Administrative Agent and the Borrower, which consents shall not be unreasonably
withheld or delayed) assign to one or more banks or other financial institutions
either (i) all or a portion of its interests, rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment and
the same portion of the Loans at the time owing to it and the Notes held by it)
(a "Ratable Assignment") or (ii) all or a portion of its rights and obligations
under and in respect of (A) its Commitment under this Agreement and the same
portion of the Loans (other than Competitive Loans) at the time owing to it or
(B) the Competitive Loans at the time owing to it (including, without
limitation, in the case of any such type of Loan, the same portion of the
associated Note) (a "Non-Ratable Assignment"); provided that (1) each
Non-Ratable Assignment shall be of a constant, and not a varying, percentage of
all of the assigning Lender's rights and obligations in respect of the Loans and
the Commitment (if applicable) which are the subject of such assignment, (2)
each Ratable Assignment shall be of a constant, and not a varying, percentage of
the assigning Lender's rights and obligations under this Agreement, (3) the
amount of the Commitment or Competitive Loans, as the case may be, of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Lender) shall be in a minimum Dollar Equivalent Amount of $10,000,000 unless
otherwise agreed by the Borrower and the Administrative Agent and (4) the
parties to each such assignment shall execute and deliver to the Administrative
Agent, for its acceptance and recording in the Register (as defined below), an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment (if required hereunder) and a processing and recordation fee of
$3,500. Upon such execution, delivery, acceptance and recording, and from and
after the effective date specified in each Assignment and Acceptance, which
effective date shall be not earlier than five Business Days after the date of
acceptance and recording by the Administrative Agent, (x) the assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of the assigning Lender's rights and obligations under this Agreement,
such assigning Lender shall cease to be a party hereto, but shall continue to be
entitled to the indemnity and expense reimbursement provisions for the period
prior to such Assignment and Acceptance).

     (c) [Intentionally Deleted].
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                                                                              58

     (d) By executing and delivering an Assignment and Acceptance, the assigning
Lender thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than the representation
and warranty that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim, the assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in, or in connection with, this
Agreement and any other Fundamental Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Fundamental
Documents or any other instrument or document furnished pursuant hereto or
thereto; (ii) such Lender assignor makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under the Fundamental Documents; (iii) such assignee confirms that
it has received a copy of this Agreement, together with copies of the most
recent financial statements delivered pursuant to Sections 5.1(a) and 5.1(b) (or
if none of such financial statements shall have then been delivered, then copies
of the financial statements referred to in Section 3.4) and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the assigning Lender, the Administrative
Agent, or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative Agent, to take such action as agent on its behalf
and to exercise such powers under the Fundamental Documents as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (vi) such assignee agrees that it will be
bound by the provisions of this Agreement and will perform in accordance with
its terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

     (e) The Administrative Agent, on behalf of the Borrower, shall maintain at
its address at which notices are to be given to it pursuant to Section 9.1, a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Loans owing to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders may
(and, in the case of any Loan or other obligation hereunder not evidenced by a
Note, shall) treat each Person whose name is recorded in the Register as the
owner of a Loan or other obligation hereunder as the owner thereof for all
purposes of this Agreement and the other Fundamental Documents, notwithstanding
any notice to the contrary. Any assignment of any Loan or other obligation
hereunder not evidenced by a Note shall be effective only upon appropriate
entries with respect thereto being made in the Register. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

     (f) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee, any Notes subject to such assignment (if
required hereunder) and the processing and recordation fee, the Administrative
Agent (subject to the right, if any, of the Borrower to require its
<PAGE>
                                                                              59

consent thereto) shall, if such Assignment and Acceptance has been completed and
is in the form of Exhibit C hereto, (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and (iii) give
prompt written notice thereof to the Borrower. If a portion of its Commitment
has been assigned by an assigning Lender, then such Lender shall deliver its
Note in respect of such Commitment, if any, at the same time it delivers the
applicable Assignment and Acceptance to the Administrative Agent. If only
Competitive Loans have been assigned by the assigning Lender, such Lender shall
not be required to deliver its Competitive Note to the Administrative Agent,
unless such Lender no longer holds a Commitment under this Agreement, in which
event such assigning Lender shall deliver its Competitive Note, if any, at the
same time it delivers the applicable Assignment and Acceptance to the
Administrative Agent. Within five Business Days after receipt of the notice, the
Borrower, at its own expense, shall execute and deliver to the applicable
Lenders at their request, either (A) a new Note in respect of the assigned
Commitment to the order of such assignee in an amount equal to the Commitment
assumed by it pursuant to such Assignment and Acceptance and a Competitive Note
to the order of such assignee in an amount equal to the Total Commitment
hereunder, and a new Note in respect of the assigned Commitment to the order of
the assigning Lender in an amount equal to the Commitment retained by it
hereunder, or (B) if Competitive Loans only have been assigned and the assigning
Lender holds a Commitment under this Agreement, then a new Competitive Note to
the order of the assignee Lender in an amount equal to the outstanding principal
amount of the Competitive Loan(s) purchased by it pursuant to the Assignment and
Acceptance, or (C) if Competitive Loans only have been assigned and the
assigning Lender does not hold a Commitment under this Agreement, a new
Competitive Note to the order of such assignee in an amount equal to the
outstanding principal amount of the Competitive Loans(s) purchased by it
pursuant to such Assignment and Acceptance and, a new Competitive Note to the
order of the assigning Lender in an amount equal to the outstanding principal
amount of the Competitive Loans retained by it hereunder. Any new Notes shall be
in an aggregate principal amount equal to the aggregate principal amount of the
Commitments of the respective Lenders. All new Notes shall be dated the date
hereof and shall otherwise be in substantially the forms of Exhibits A-1, and
A-2 hereto, as the case may be.

     (g) Each of the Lenders may without the consent of the Borrower or the
Administrative Agent sell participations to one or more banks or other financial
institutions (a "Participant") in all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Loans owing to it and the Note or Notes held by it); provided
that (i) any such Lender's obligations under this Agreement shall remain
unchanged, (ii) such participant shall not be granted any voting rights under
this Agreement, except with respect to matters requiring the consent of each of
the Lenders hereunder, (iii) any such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (iv) the
participating banks or other entities shall be entitled to the cost protection
provisions contained in Sections 2.14, 2.15 and 2.17 hereof but a participant
shall not be entitled to receive pursuant to such provisions an amount larger
than its share of the amount to which the Lender granting such participation
would have been entitled to receive, and (v) the Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement.

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                                                                              60


     (h) The Lenders may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 9.3, disclose to
the assignee or participant or proposed assignee or participant, any information
relating to the Borrower furnished to the Administrative Agent by or on behalf
of the Borrower.

     (i) Each Lender hereby represents that it is a commercial lender or
financial institution which makes loans in the ordinary course of its business
and that it will make the Loans hereunder for its own account in the ordinary
course of such business; provided that, subject to preceding clauses (a) through
(h), the disposition of the Notes or other evidence of Indebtedness held by that
Lender shall at all times be within its exclusive control.

     (j) The Borrower consents that any Lender may at any time and from time to
time pledge, or otherwise grant a security interest in, any Loan or any Note
evidencing such Loan (or any part thereof), including any such pledge or grant
to any Federal Reserve Bank, and this Section shall not apply to any such pledge
or grant; provided that no such pledge or grant shall release a Lender from any
of its obligations hereunder or substitute any such assignee for such Lender as
a party hereto.

     SECTION 9.4. Expenses; Documentary Taxes.

     Whether or not the transactions hereby contemplated shall be consummated,
the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Arranger in connection with the syndication,
preparation, execution, delivery and administration of this Agreement, the
Notes, and the making of the Loans including but not limited to the reasonable
fees and disbursements of Simpson Thacher & Bartlett, counsel to the
Administrative Agent, as well as all reasonable out-of-pocket expenses incurred
by the Lenders in connection with any restructuring or workout of this
Agreement, or the Notes or in connection with the enforcement or protection of
the rights of the Lenders in connection with this Agreement or the Notes or any
other Fundamental Document, and with respect to any action which may be
instituted by any Person against any Lender in respect of the foregoing, or as a
result of any transaction, action or nonaction arising from the foregoing,
including but not limited to the fees and disbursements of any counsel for the
Lenders. Such payments shall be made on the date of execution of this Agreement
and thereafter promptly on demand. The Borrower agrees that it shall indemnify
the Administrative Agent and the Lenders from, and hold them harmless against,
any documentary taxes, assessments or charges made by any Governmental Authority
by reason of the execution and delivery of this Agreement or the Notes or any
other Fundamental Document. The obligations of the Borrower under this Section
shall survive the termination of this Agreement and/or the payment of the Loans
for two years.

     SECTION 9.5. Indemnity.

     Further, by the execution hereof, the Borrower agrees to indemnify and hold
harmless the Administrative Agent, the Arranger and the Lenders and their
respective directors, officers, employees and agents (each, an "Indemnified
Party") from and against any and all expenses (including
<PAGE>
                                                                              61

     reasonable fees and disbursements of counsel), losses, claims, damages and
liabilities arising out of any claim, litigation, investigation or proceeding
(regardless of whether any such Indemnified Party is a party thereto) in any way
relating to the transactions contemplated hereby, but excluding therefrom all
expenses, losses, claims, damages, and liabilities arising out of or resulting
from the gross negligence or willful misconduct of the Indemnified Party seeking
indemnification, provided that the Borrower shall not be liable for the fees and
expenses of more than one separate firm for all such Indemnified Parties in
connection with any one such action or any separate but substantially similar or
related actions in the same jurisdiction, nor shall the Borrower be liable for
any settlement of any proceeding effected without the Borrower's written
consent, and provided, further, that this Section 9.5 shall not be construed to
expand the scope of the reimbursement obligations specified in Section 9.4. The
obligations of the Borrower under this Section 9.5 shall survive the termination
of this Agreement and/or payment of the Loans.

     SECTION 9.6. CHOICE OF LAW.

     THIS AGREEMENT AND THE NOTES HAVE BEEN EXECUTED AND DELIVERED IN THE STATE
OF NEW YORK AND SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND
GOVERNED BY, THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED WHOLLY WITHIN SUCH STATE AND, IN THE CASE OF PROVISIONS RELATING TO
INTEREST RATES, ANY APPLICABLE LAWS OF THE UNITED STATES.

     SECTION 9.7. No Waiver.

     No failure on the part of the Administrative Agent or any Lender to
exercise, and no delay in exercising, any right, power or remedy hereunder or
under the Notes shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law.

     SECTION 9.8. Extension of Maturity.

     Except as otherwise specifically provided in Article 7, should any payment
of principal of or interest on the Notes or any other amount due hereunder
become due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day and, in the case of
principal, interest shall be payable thereon at the rate herein specified during
such extension.

     SECTION 9.9. Amendments, etc.

     No modification, amendment or waiver of any provision of this Agreement or
any other Fundamental Document, and no consent to any departure by the Borrower
herefrom or therefrom, shall in any event be effective unless the same shall be
in writing and signed or consented to in writing by the
<PAGE>
                                                                              62

Required Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given; provided that no such
modification or amendment shall without the written consent of each Lender
affected thereby (x) increase the Commitment of a Lender or postpone or waive
any scheduled reduction in the Commitments, (y) alter the stated maturity or
principal amount of any installment of any Loan, or decrease the rate of
interest payable thereon, or the rate at which the Facility Fees or Utilization
Fees are paid or (z) waive a default under Section 7(b) with respect to a
scheduled principal installment of any Loan or scheduled payment of interest or
fees; provided, further, that no such modification or amendment shall without
the written consent of all of the Lenders (i) amend or modify any provision of
this Agreement which provides for the unanimous consent or approval of the
Lenders or (ii) amend this Section 9.9 or the definition of Required Lenders or
Supermajority Lenders. No such amendment or modification may adversely affect
the rights and obligations of the Administrative Agent hereunder without its
prior written consent. No notice to or demand on the Borrower shall entitle the
Borrower to any other or further notice or demand in the same, similar or other
circumstances. Each holder of a Note shall be bound by any amendment,
modification, waiver or consent authorized as provided herein, whether or not a
Note shall have been marked to indicate such amendment, modification, waiver or
consent and any consent by any holder of a Note shall bind any Person
subsequently acquiring a Note, whether or not a Note is so marked.

     SECTION 9.10. Severability.

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

     SECTION 9.11. SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

     (a) THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
STATE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE
ADMINISTRATIVE AGENT OR A LENDER. THE BORROWER TO THE EXTENT PERMITTED BY
APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS
A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH
COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE
ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR
EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED
<PAGE>
                                                                              63

IN OR BY SUCH COURT, AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH
ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS
THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. THE
BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT ITS ADDRESS TO WHICH
NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 9.1. THE BORROWER AGREES THAT ITS
SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR
THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS. FINAL JUDGMENT
AGAINST THE BORROWER IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (A) BY SUIT, ACTION OR PROCEEDING
ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE
OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY
THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PROVIDED BY, OR PURSUANT TO, THE
LAWS OF SUCH OTHER JURISDICTION, PROVIDED THAT THE ADMINISTRATIVE AGENT OR A
LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS
AGAINST THE BORROWER OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE
UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE BORROWER OR SUCH ASSETS MAY
BE FOUND.

     (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED,
EACH PARTY HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER
AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM
IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT
OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OR
OTHERWISE. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT THE
PROVISIONS OF THIS SECTION 9.11(b) CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH
THE OTHER PARTIES HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT. THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 9.11(b) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF SUCH OTHER
PARTY TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

     SECTION 9.12. Headings.

     Section headings used herein are for convenience only and are not to affect
the construction of or be taken into consideration in interpreting this
Agreement.
<PAGE>

                                                                              64

     SECTION 9.13. Execution in Counterparts.

     This Agreement may be executed in any number of counterparts, each of which
shall constitute an original, but all of which taken together shall constitute
one and the same instrument.

     SECTION 9.14. Entire Agreement.

     This Agreement represents the entire agreement of the parties with regard
to the subject matter hereof and the terms of any letters and other
documentation entered into among the Borrower, the Administrative Agent or any
Lender (other than the provisions of the letter agreement dated February 25,
2000, among the Borrower, Chase and Chase Securities Inc., relating to fees and
expenses and syndication issues) prior to the execution of this Agreement which
relate to Loans to be made shall be replaced by the terms of this Agreement.

     SECTION 9.15. Foreign Currency Judgments. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum due hereunder
in one currency into another currency, the Borrower agrees, to the fullest
extent that it may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures in the relevant
jurisdiction the relevant Lender (or agent acting on its behalf) or the
Administrative Agent could purchase the first currency with such other currency
for the first currency on the Business Day immediately preceding the day on
which final judgment is given.

     (b) The obligations of the Borrower in respect of any sum due hereunder
shall, notwithstanding any judgment in a currency (the "Judgment Currency")
other than that in which such sum is denominated in accordance with this
Agreement (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by any Lender (or agent acting on its behalf)
(the "Applicable Creditor") of any sum adjudged to be so due in the Judgment
Currency, the Applicable Creditor may in accordance with normal banking
procedures in the relevant jurisdiction purchase the Agreement Currency with the
Judgment Currency; if the amount of the Agreement Currency so purchased is less
than the sum originally due to the Applicable Creditor in the Agreement
Currency, the Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify the Applicable Creditor against such loss, provided,
that if the amount of the Agreement Currency so purchased exceeds the sum
originally due to the Applicable Creditor, the Applicable Creditor agrees to
remit such excess to the Borrower. The obligations of the Borrower contained in
this Section 9.15 shall survive the termination of this Agreement and the
payment of all amounts owing hereunder. Each Borrower shall repay each Loan made
to it, and interest thereon, in the Currency in which such Loan is denominated.

     SECTION 9.16. [Intentionally Deleted].

     SECTION 9.17. Language. The parties hereto have agreed that this Agreement
as well as any document or instrument relating thereto be drawn up in English
only.
<PAGE>

                                                                              65

     SECTION 9.18. [Intentionally Deleted].

     SECTION 9.19. European Economic And Monetary Union.

     (a) Effectiveness of Provisions. The provisions of paragraphs (b) to (i)
below (inclusive) shall be effective at and from the commencement of the third
stage of EMU, provided that if and to the extent that any such provision relates
to any state (or the currency of such state) that is not a participating member
state on the commencement of the third stage of EMU, such provision shall become
effective in relation to such state (and the currency of such state) at and from
the date on which such state becomes a participating member state.

     (b) Redenomination and Alternative Currencies. Each obligation under this
Agreement of a party to this Agreement which has been denominated in the
national currency unit of a participating member state shall be redenominated
into the euro unit in accordance with EMU legislation, provided that if and to
the extent that any EMU legislation provides that following the commencement of
the third stage of EMU an amount denominated either in the euro or in the
national currency unit of a participating member state and payable within that
participating member state by crediting an account of the creditor can be paid
by the debtor either in the euro unit or in that national currency unit, each
party to this Agreement shall be entitled to pay or repay any such amount either
in the euro unit or in such national currency unit.

     (c) Determination of LIBOR. For the purposes of determining the date on
which LIBOR is determined under this Agreement for any Loan denominated in the
euro (or any national currency unit) for any Interest Period therefor,
references in this Agreement to Business Days shall be deemed to be references
to Target Operating Days. In addition, if the Administrative Agent determines
that LIBOR is not displayed on the screen for deposits denominated in the
national currency unit in which any Loans are denominated, LIBOR for such Loans
shall be based upon the rate displayed on the screen for the offering of
deposits denominated in euro units.

     (d) Payments to the Administrative Agent. This Agreement shall be construed
so that, in relation to the payment of any amount of euro units or national
currency units, such amount shall be made available to the Administrative Agent
in immediately available, freely transferable, cleared funds to such account
with such bank in Frankfurt am Main, Germany (or such other principal financial
center in such participating member state as the Administrative Agent may from
time to time nominate for this purpose) as the Administrative Agent shall from
time to time nominate for this purpose. This Agreement shall be construed so
that, in relation to the payment of any euro units or national currency units to
be made, the references to "Business Day" therein shall instead refer to "Target
Operating Day."

     (e) Payments by the Administrative Agent to the Lenders. Any amount payable
by the Administrative Agent to the Lenders under this Agreement in the currency
of a participating member state shall be paid in the euro unit.
<PAGE>

                                                                              66

     (f) Payments by the Administrative Agent Generally. With respect to the
payment of any amount denominated in the euro or in a national currency unit,
the Administrative Agent shall not be liable to any Borrower or any of the
Lenders in any way whatsoever for any delay, or the consequences of any delay,
in the crediting to any account of any amount required by this Agreement to be
paid by the Administrative Agent if the Administrative Agent shall have taken
all relevant steps to achieve, on the date required by this Agreement, the
payment of such amount in immediately available, freely transferable, cleared
funds (in the euro unit or, as the case may be, in a national currency unit) to
the account of any Lender in the principal financial center in the participating
member state which the Borrower or, as the case may be, such Lender shall have
specified for such purpose. In this paragraph (f), "all relevant steps" means
all such steps as may be prescribed from time to time by the regulations or
operating procedures of such clearing or settlement system as the Administrative
Agent may from time to time determine for the purpose of clearing or settling
payments of the euro.

     (g) Basis of Accrual. If the basis of accrual of interest or fees expressed
in this Agreement with respect to the currency of any state that becomes a
participating member state shall be inconsistent with any convention or practice
in the LIBOR market for the basis of accrual of interest or fees in respect of
the euro, such convention or practice shall replace such expressed basis
effective as of and from the date on which such state becomes a participating
member state; provided that if any Loan in the currency of such state is
outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Loan, at the end of the then current Interest Period.

     (h) Rounding. Without prejudice and in addition to any method of conversion
or rounding prescribed by the EMU legislation, each reference in this Agreement
to a minimum amount (or an integral multiple thereof) in a national currency
unit to be paid to or by the Administrative Agent shall be replaced by a
reference to such reasonably comparable and convenient amount (or an integral
multiple thereof) in the euro unit as the Administrative Agent may from time to
time specify.

     (i) Other Consequential Changes. Without prejudice to the respective
liabilities of the Borrower to the Lenders and the Lenders to the Borrower under
or pursuant to this Agreement, except as expressly provided in this Section
9.19, each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be necessary or appropriate to reflect the introduction of or
changeover to the euro in participating member states. Without limiting the
generality of the foregoing, for each Available Foreign Currency that is a
national currency unit, the relevant display page on the Telerate or Reuter
screen used to determine the LIBOR Rate for applicable Loans in such Available
Foreign Currency shall be determined by the Administrative Agent.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and the year first above written.

                                      PHH CORPORATION

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

                                      THE CHASE MANHATTAN BANK, individually and
                                      as Administrative Agent

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


<PAGE>


                                      CREDIT SUISSE FIRST BOSTON

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



<PAGE>

                                      BANK OF AMERICA N.A.

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



<PAGE>


                                      BANK OF MONTREAL

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



<PAGE>

                                      THE BANK OF NEW YORK

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


<PAGE>


                                      THE BANK OF NOVA SCOTIA

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


<PAGE>


                                      THE BANK OF TOKYO-MITSUBISHI,
                                      LIMITED, NEW YORK BRANCH

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



<PAGE>

                                      CREDIT LYONNAIS NEW YORK BRANCH

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



<PAGE>

                                      BANK ONE, NA

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




<PAGE>

                                      FUJI BANK LTD.

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





<PAGE>

                                      ALLFIRST BANK

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




<PAGE>

                                      FIRST UNION NATIONAL BANK

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



<PAGE>

                                      FLEET BANK

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




<PAGE>


                                      THE INDUSTRIAL BANK OF JAPAN, LIMITED
                                      NEW YORK BRANCH

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




<PAGE>

                                      MELLON BANK, N.A.

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




<PAGE>

                                      NATIONAL WESTMINSTER BANK PLC

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





<PAGE>


                                      NORTHERN TRUST COMPANY

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



<PAGE>

                                      ROYAL BANK OF CANADA

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




<PAGE>

                                      THE SUMITOMO BANK, LIMITED

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



<PAGE>

                                      WELLS FARGO BANK, N.A.

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



<PAGE>

                                      WESTDEUTSCHE LANDESBANK
                                      GIROZENTRALE, NEW YORK BRANCH

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


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


<PAGE>

                                                                   Schedule 1.1A

                                   Commitments
                                   -----------

           Lender                                                  Commitment
           ------                                                  ----------
The Chase Manhattan Bank                                        $97,500,000.00
Bank of America N.A.                                            $80,000,000.00
Bank One, NA                                                    $55,000,000.00
The Bank of Nova Scotia                                         $55,000,000.00
Bank of Montreal                                                $37,500.000.00
Credit Lyonnais                                                 $37,500,000.00
First Union National Bank                                       $37,500,000.00
Mellon Bank, N.A.                                               $37,500,000.00
The Bank of New York                                            $37,500,000.00
Royal Bank of Canada                                            $37,500,000.00
Allfirst Bank                                                   $25,000,000.00
Bank of Tokyo-Mitsubishi                                        $25,000,000.00
Credit Suisse First Boston                                      $25,000,000.00
Fleet Bank                                                      $25,000,000.00
The Industrial Bank of Japan                                    $25,000,000.00
Sumitomo Bank, Limited                                          $25,000,000.00
Wells Fargo Bank, N.A.                                          $25,000,000.00
Westdeutsche Landesbank                                         $25,000,000.00
Fuji Bank Ltd.                                                  $12,500,000.00
National Westminster Bank PLC                                   $12,500,000.00
Northern Trust Company                                          $12,500,000.00

TOTAL                                                          $750,000,000.00


<PAGE>

                                                                   Schedule 1.1B

                          Available Foreign Currencies
                          ----------------------------

For purposes of Competitive Loans, Available Foreign Currencies are the
following:

Canadian Dollars
the lawful currency of France
the lawful currency of Germany
Japanese Yen
the lawful currency of England
Swiss Francs
the lawful currency of Italy
euro



<PAGE>

                                                                    Schedule 6.1

                      Existing Indebtedness and Guaranties
                      ------------------------------------

                                      None.












<PAGE>

                                                                    Schedule 6.5


                                 Existing Liens
                                 --------------

                                      None.