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                                                                   Exhibit 4.05



                                                                EXECUTION COPY


                                CREDIT AGREEMENT


                                  by and among


                    FIRST SECURITY BANK, NATIONAL ASSOCIATION
                         not in its individual capacity
                       except as expressly stated herein,
                             but solely as Trustee,
                               as Initial Borrower

                                       and

               THE OTHER BORROWERS PARTY HERETO FROM TIME TO TIME,
                                  as Borrowers,


                          LEHMAN COMMERCIAL PAPER INC.
                                    as Lender

                                       and

                          LEHMAN COMMERCIAL PAPER INC.
                                    as Agent

                                       and

                THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME




                                 October 6, 1998





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                                                                              1



                                CREDIT AGREEMENT


                  THIS CREDIT AGREEMENT, dated as of October 6, 1998 (the
"Agreement"), is made by and among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a
national banking association not in its individual capacity (except as expressly
provided herein) but solely as trustee on behalf of that certain trust created
under the Trust Agreement (22222) dated as of September 28, 1998 between First
Security Bank, National Association and Aircraft 22222, Inc., a Delaware
corporation (together with any successor Qualified Trustee, the "Initial
Borrower"), certain UniCapital Subsidiary Trusts and UniCapital Special Purpose
Corporations (as defined below) designated as Borrowing Affiliates hereunder
(the Initial Borrower and such UniCapital Subsidiary Trusts and UniCapital
Special Purpose Corporations being referred to individually as a "Borrower" or
collectively as the "Borrowers"), LEHMAN COMMERCIAL PAPER INC., a New York
corporation in its capacity as a Lender ("Lehman"), and each other financial
institution executing and delivering a signature page hereto and each other
financial institution which may hereafter execute and deliver an instrument of
assignment with respect to this Agreement pursuant to Section 11.1 (such
financial institutions hereinafter being referred to individually as a "Lender"
or collectively as the "Lenders"), and LEHMAN COMMERCIAL PAPER INC. in its
capacity as agent for the Lenders (in such capacity, and together with any
successor agent appointed in accordance with the terms of Section 10.7, the
"Agent");

                              W I T N E S S E T H:

                  WHEREAS, the Borrowers have requested that the Lenders make
available to the Borrowers a revolving credit facility of up to $500,000,000,
the proceeds of which are to be used solely to provide interim financing for the
purchase or refinancing by the Borrowers of Eligible Aircraft; and

                  WHEREAS, the Lenders are willing to make such revolving credit
facility available to the Borrowers upon the terms and conditions set forth
herein;

                  NOW, THEREFORE, the Borrowers, the Lenders and the Agent
hereby agree as follows:


                                    ARTICLE I

                              Definitions and Terms

                  1.1 Definitions. For the purposes of this Agreement, in
addition to the definitions set forth above, the following terms shall have the
respective meanings set forth below:

                  "Acquisition" means the acquisition of any beneficial
         interest, equity interest or other ownership interest in another Person
         (including the purchase of an option, warrant or convertible or similar
         type security to acquire such interest at the time it becomes
         exercisable by the holder thereof), whether by purchase of such
         interest or upon exercise of an option or warrant for, or conversion of
         securities into, such interest.



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                                                                             2






                  "Affiliate" means any Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is
         under common control with any Guarantor or any Borrower; or (ii) which
         beneficially owns or holds 10% or more of any class of the outstanding
         voting stock (or in the case of a Person which is not a corporation,
         10% or more of the equity interest or beneficial interest) of any
         Guarantor or any Borrower; or 10% or more of any class of the
         outstanding voting stock (or in the case of a Person which is not a
         corporation, 10% or more of the equity interest or beneficial interest)
         of which is beneficially owned or held by any Guarantor or any
         Borrower; provided, however, at the time any Guarantor registers any
         security issued by it pursuant to the Securities Act of 1933, as
         amended, the figure "10%" used in this definition shall automatically
         change to "5%" without further action. The term "control" means the
         possession, directly or indirectly, of the power to direct or cause the
         direction of the management and policies of a Person, whether through
         ownership of voting stock, by contract or otherwise.

                  "Aircraft" means any Stage III fixed wing airframe together
         with the jet Engines therefor (whether or not) affixed thereto;

                  "Applicable Aircraft Advance Rate" with respect to any 
         Eligible Aircraft means:

                           (a) if the age of such Aircraft (measured from the
                  date of original manufacture to the date of the original Loan
                  made or to be made in respect of such Eligible Aircraft) is
                  less than or equal to 15 years, 70%;

                           (b) if the age of such Aircraft (measured from the
                  date of original manufacture to the date of the original Loan
                  made or to be made in respect of such Eligible Aircraft) is
                  less than or equal to 20 years and greater than 15 years, 60%;
                  or

                           (c) if the age of such Aircraft (measured from the
                  date of original manufacture to the date of the original Loan
                  made or to be made in respect of such Eligible Aircraft) is
                  greater than 20 years, 50%.

                  "Applicable Aircraft Borrowing Base" with respect to any
         Eligible Aircraft means the lesser of the following amounts (subject to
         such lesser amount being reduced pursuant to the Concentration
         Restriction): (a) the sum of (x) the available amount for drawing under
         any Eligible Credit Enhancement in effect with respect to the Eligible
         Aircraft and (y) the product of (A) the Applicable Aircraft Advance
         Rate for such Eligible Aircraft and (B) Fair Market Value of such
         Eligible Aircraft, (b) 80% of the Fair Market Value of such Eligible
         Aircraft and (c) the sum of (x) the amount available for drawing under
         any Eligible Credit Enhancement in effect with respect to such Eligible
         Aircraft and (y) 88% of the Purchase Price of such Eligible Aircraft.

                  "Applicable Borrower" means, with respect to any Financed
         Aircraft, the Borrower that has requested or received a Loan to enable
         such Borrower to purchase or refinance such Financed Aircraft.


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                                                                              3






                  "Applicable Carrier" means, with respect to any Financed
         Aircraft, the Eligible Carrier that has leased such Financed Aircraft
         from the Applicable Borrower, or from the Applicable Intermediary in
         accordance with Section 2.15.

                  "Applicable Carrier Borrowing Base" with respect to any
         Eligible Carrier means the aggregate of the Applicable Aircraft
         Borrowing Bases for all Financed Aircraft that are leased to such
         Eligible Carrier.

                  "Applicable Commitment Percentage" means, with respect to each
         Lender at any time, a fraction, the numerator of which shall be such
         Lender's Revolving Credit Commitment and the denominator of which shall
         be the Total Revolving Credit Commitment, which Applicable Commitment
         Percentage for each Lender as of the Closing Date is as set forth in
         Exhibit A; provided that the Applicable Commitment Percentage of each
         Lender shall be increased or decreased to reflect any assignments to or
         by such Lender effected in accordance with Section 11.1.

                  "Applicable Foreign Aviation Law" means, with respect to any
         Aircraft, any applicable law (other than the FAA Act) of any country or
         subdivision thereof, governing the registration, ownership, operation,
         or leasing of all or any part of such Aircraft, or the creation,
         recordation, maintenance, perfection or priority or Liens on all or any
         part of such Aircraft.

                  "Applicable Foreign Jurisdiction" means, with respect to any
         Aircraft, any jurisdiction that administers an Applicable Foreign
         Aviation Law.

                  "Applicable Intermediary" means, with respect to any Financed
         Aircraft, the Eligible Intermediary that has leased such Aircraft from
         the Applicable Borrower, and has leased such Aircraft to the Applicable
         Carrier, in each case in accordance with Section 2.15.

                  "Applicable Lease Cure Period" has the meaning assigned 
         thereto in Section 9.6.

                  "Applicable Lending Office" means, for each Lender and for
         each Type of Loan, the "Lending Office" for such Lender (or of an
         affiliate of such Lender) designated for such Type of Loan on the
         signature pages hereof or such other office of such Lender (or an
         affiliate of such Lender) as such Lender may from time to time specify
         to the Agent and the Borrowers by written notice in accordance with the
         terms hereof as the office by which its Loans are to be made and
         maintained.

                  "Applicable Margin" means:

                           (a) with respect to the Eurodollar Rate, 1.75%,
                  provided that upon the consummation of a Permanent Capital
                  Markets Financing occurring after the Closing Date, the
                  Applicable Margin with respect to the Eurodollar Rate shall be
                  1.50%; and



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                                                                              4


                           (b) with respect to the Base Rate, three-fourths of
                  one percent (.75%), provided that upon the consummation of a
                  Permanent Capital Markets Financing occurring after the
                  Closing Date, the Applicable Margin with respect to the Base
                  Rate shall be one-half of one percent (.50%).

                  "Appraisal Procedure" has the meaning given in Section 5.4.

                  "Asia Pacific Carrier" means, Eligible Carriers in the 
         following countries:

                  China, India, Indonesia, South Korea, Malaysia, Pakistan,
                  Philippines, Sri Lanka, Taiwan, Thailand, Australia, Hong
                  Kong, Japan, New Zealand and Singapore

                  "Assignment and Acceptance" means an Assignment and Acceptance
         in the form of Exhibit B (with blanks appropriately filled in)
         delivered to the Agent in connection with an assignment of a Lender's
         interest under this Agreement pursuant to Section 11.1.

                  "Assumption Letter" means an Assumption Letter in 
         substantially the form of Exhibit R.

                  "Authorized Representative" means any of the President,
         Executive Vice President, Senior Vice President or Vice President of
         UniCapital, any Beneficial Owner or any UniCapital Special Purpose
         Subsidiary, in each case as authorized representative for each of the
         Borrowers, or any other Person expressly designated by the Board of
         Directors of each of the Borrowers (or the appropriate committee
         thereof) as an Authorized Representative of each of the Borrowers as
         set forth from time to time in a certificate in the form of Exhibit C.

                  "Base Rate" means, for any day, the rate per annum equal to
         the sum of (a) the higher of (i) the Federal Funds Rate for such day
         plus one-half of one percent (0.5%) and (ii) the Prime Rate for such
         day, plus (b) the Applicable Margin. Any change in the Base Rate due to
         a change in the Prime Rate or the Federal Funds Rate shall be effective
         on the effective date of such change in the Prime Rate or Federal Funds
         Rate.

                  "Base Rate Loan" means a Loan for which the rate of interest
         is determined by reference to the Base Rate.

                  "Beneficial Owner" means, with respect to any UniCapital
         Subsidiary Trust, any Person holding a beneficial interest in such
         UniCapital Subsidiary Trust.

                  "Board" means the Board of Governors of the Federal Reserve 
         System (or any successor body).

                  "Boeing 737 Model" means a Boeing Aircraft that is any of the
         following models: 737-300, 737-400, 737-600, 737-700, 
         737-800 or 737-900.


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                                                                               5





                  "Borrowing Affiliate" means any UniCapital Subsidiary Trust or
         UniCapital Special Purpose Corporation that is designated as a
         Borrowing Affiliate hereunder pursuant to Section 2.13 hereof.

                  "Borrowing Base" means, as of any date of determination, the
         aggregate of the Applicable Aircraft Borrowing Bases for all Eligible
         Aircraft; provided, that (except in the limited circumstances described
         in the provisos to the definition of "Concentration Restriction") at no
         time shall the Borrowing Base include any Applicable Aircraft Borrowing
         Base to the extent that any Concentration Restriction would be exceeded
         or violated thereby. However, (x) if Lease Events of Default exist
         under Eligible Leases of Aircraft with respect to which the aggregate
         attributable Borrowing Base equals or exceeds the lesser of (A) 10% of
         the then outstanding principal balance of the Loans (provided such
         Lease Events of Default exist with respect to more than one Aircraft)
         or (B) $50,000,000, the Borrowing Base shall be deemed reduced by such
         excess and (y) if a Lease Event of Default relating to non-payment of
         sums payable by a lessee exists under a Lease and remains uncured for a
         period of 150 days, then the Borrowing Base shall be deemed reduced by
         the Borrowing Base attributable to such Lease. Also, within a
         reasonable time after a Permanent Capital Markets Financing is closed,
         the Agent shall be entitled to adjust the Borrowing Base (1) in an
         amount which is reasonable in its judgment in light of prevailing
         securitization standards to reflect Leases of Aircraft in respect of
         which Loans remain outstanding immediately after such Permanent Capital
         Markets Financing which are no longer Eligible Leases or which are
         subject to a Lease Event of Default and (2) in an amount so that the
         Weighted Average Lease Factor of all Leases of remaining Financed
         Aircraft (excluding the Sabena Portfolio so long as the Weighted
         Average Lease Factor of the remaining Financed Aircraft, if any, in the
         Sabena Portfolio is at least 1.00 to 100) is at least 1.05 to 100.
         Finally, if, at the time of the financing of an Eligible Aircraft
         hereunder, the financial condition or principal location of the
         Applicable Carrier is such that, based on an affirmative statement by
         Moody's or S&P (whether or not in writing), such Financed Aircraft (and
         Eligible Lease) is not securitizable under prevailing market standards
         or will not generate net proceeds in such securitization attributable
         to such Financed Aircraft that will be sufficient to repay the Loan
         made with respect to such Financed Aircraft, the Agent shall be
         entitled to adjust the Applicable Aircraft Borrowing Base in a amount
         deemed reasonable by it in order to compensate for such factors in
         determining the amount of the Loan to be advanced hereunder with
         respect to any Financed Aircraft; provided, that no reduction in the
         Borrowing Base shall be made pursuant to this sentence with respect to
         Financed Aircraft representing up to $50,000,000 of aggregate
         outstanding principal amount of Loans that would otherwise give rise to
         a reduction in the Borrowing Base pursuant to the foregoing provisions
         of this sentence; and provided, further, that no reduction of the
         Borrowing Base shall be made pursuant to this sentence with respect to
         any Aircraft unless an Authorized Representative receives notice from
         the Agent of the relevant affirmative statement of Moody's or S&P prior
         to the later of (i) three Business Days after notice to the Agent that
         an Applicable Borrower intends to purchase the Aircraft in question or
         (ii) the date that an Applicable Borrower is irrevocably contractually
         bound to purchase such Aircraft.


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                                                                               6



                  "Borrowing Notice" means the notice delivered by an Authorized
         Representative in connection with a Loan under the Revolving Credit
         Facility, in the form of Exhibit D.

                  "Business Day" means, (i) with respect to any Base Rate Loan,
         any day which is not a Saturday, Sunday or a day on which banks in the
         State of New York are authorized or obligated by law, executive order
         or governmental decree to be closed and, (ii) with respect to any
         Eurodollar Rate Loan, any day which is a Business Day, as described
         above, and on which the relevant international financial markets are
         open for the transaction of business contemplated by this Agreement in
         London, England and New York, New York.

                  "Capital Expenditures" means, with respect to the Borrowers
         and their respective Subsidiaries, for any period the sum of (without
         duplication) (i) all expenditures (whether paid in cash or accrued as
         liabilities) by any Borrower or any Subsidiary during such period for
         items that would be classified as "property, plant or equipment" or
         comparable items on the consolidated balance sheet of any Borrowers and
         its respective Subsidiaries, including without limitation all
         transactional costs incurred in connection with such expenditures
         provided the same have been capitalized, excluding, however, the amount
         of any Capital Expenditures paid for with proceeds of casualty
         insurance as evidenced in writing and submitted to the Agent together
         with any compliance certificate delivered pursuant to Section 7.1(a) or
         (b), and (ii) with respect to any Capital Lease entered into by any
         Borrower or its Subsidiaries during such period, the present value of
         the lease payments due under such Capital Lease over the term of such
         Capital Lease applying a discount rate equal to the interest rate
         provided in such lease (or in the absence of a stated interest rate,
         that rate used in the preparation of the financial statements described
         in Section 7.1(a)), all the foregoing in accordance with GAAP applied
         on a Consistent Basis.

                  "Capital Leases" means all leases which have been or should be
         capitalized in accordance with GAAP as in effect from time to time
         including Statement No. 13 of the Financial Accounting Standards Board
         and any successor thereof.

                  "Cauff Lippman" means Cauff, Lippman Aviation, Inc., a Florida
         corporation that is a direct or indirect, wholly-owned subsidiary of
         UniCapital.

                  "Change of Control" means, at any time, 100% of the beneficial
         ownership of any Guarantor or any Borrower or any Eligible Intermediary
         is not owned, directly or indirectly, by UniCapital.

                  "CLA" means CLA Holdings, Inc., a Delaware corporation that is
         a direct, wholly-owned subsidiary of UniCapital.

                  "Closing Date" means the date as of which this Agreement is
         executed by the Borrowers, the Lenders and the Agent and on which the
         conditions set forth in Section 5.1 have been satisfied.


<PAGE>   8
                                                                               7



                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any regulations promulgated thereunder.

                  "Collateral" means, collectively, all property of any
         Borrower, any Subsidiary, any Eligible Intermediary or any other Person
         in which the Agent or any Lender is granted a Lien as security for all
         or any portion of the Obligations under any Security Instrument.

                  "Collection Account" has the meaning given in the Lockbox 
         Agreement.

                  "Collection Bank" means a bank, trust company or other Person,
         satisfactory to the Agent, that executes the Lockbox Agreement in the
         capacity of "Collection Bank" thereunder.

                  "Concentration Restriction" means any of the following
         restrictions on the Eligible Aircraft included in the Borrowing Base:

                           (a) the Applicable Carrier Borrowing Base for any
                  Eligible Carrier the senior unsecured debt (without credit
                  enhancement) of which is rated BBB or better by S&P and Baa2
                  or better by Moody's shall not at any time exceed 15% of the
                  Total Revolving Credit Commitment (provided, that this
                  restriction shall not apply to reduce the Borrowing Base of
                  any Aircraft included in the Sabena Portfolio);

                           (b) the Applicable Carrier Borrowing Base for any
                  Eligible Carrier the senior unsecured debt (without credit
                  enhancement) of which is not rated BBB or better by S&P and
                  Baa2 or better by Moody's shall not at any time exceed 10% of
                  the Total Revolving Credit Commitment (provided, that this
                  restriction shall not apply to reduce the Borrowing Base of
                  any Aircraft included in the Sabena Portfolio);

                           (c) the aggregate of the Applicable Carrier Borrowing
                  Bases for the five Eligible Carriers with the highest
                  Applicable Carrier Borrowing Bases shall not at any time
                  exceed 35% of the Total Revolving Credit Commitment;

                           (d) the aggregate of the Applicable Carrier Borrowing
                  Bases for all Asia Pacific Carriers shall not at any time
                  exceed 45% of the Total Revolving Credit Commitment;

                           (e) the aggregate of the Applicable Carrier 
                  Borrowing Bases for all U.S. Carriers shall not at any time
                  exceed 40% of the Total Revolving Credit Commitment;

                           (f) the aggregate of the Applicable Carrier Borrowing
                  Bases for all U.S. Carriers the senior unsecured debt (without
                  credit enhancement) of which is

<PAGE>   9
                                                                               8



                  not rated B or better by S&P and B2 or better by Moody's shall
                  not at any time exceed 25% of the Total Revolving Credit
                  Commitment;

                           (g) the aggregate of the Applicable Carrier Borrowing
                  Bases for all Eligible Carriers headquartered in countries the
                  sovereign unsecured debt (without credit enhancement) of which
                  is rated BBB or better by S&P and Baa2 or better by Moody's
                  shall not at any time exceed 20% of the Total Revolving Credit
                  Commitment;

                           (h) the aggregate of the Applicable Carrier Borrowing
                  Bases for all Eligible Carriers headquartered in countries the
                  sovereign unsecured debt (without credit enhancement) of which
                  is not rated BBB or better by S&P and Baa2 or better by
                  Moody's shall not at any time exceed 15% of the Total
                  Revolving Credit Commitment;

                           (i) the aggregate of the Applicable Carrier Borrowing
                  Bases for all Developed Market Carriers shall not at any time
                  exceed 70% of the Total Revolving Credit Commitment;

                           (j) the aggregate of the Applicable Carrier Borrowing
                  Bases for all Developed Market Carriers in any Developed
                  Market Region the senior unsecured debt (without credit
                  enhancement) of which is not rated B or better by S&P and B2
                  or better by Moody's shall not at any time exceed 50% of the
                  Total Revolving Credit Commitment;

                           (k) the aggregate of the Applicable Carrier Borrowing
                  Bases for all Emerging Market Carriers shall not at any time
                  exceed 20% of the Total Revolving Credit Commitment;

                           (l) the aggregate of the Applicable Carrier Borrowing
                  Bases for all Other Market Carriers shall not at any time
                  exceed 20% of the Total Revolving Credit Commitment; and

                           (m) the aggregate of the Applicable Carrier Borrowing
                  Bases for Financed Aircraft that are subject to Eligible
                  Leases having lease terms that are scheduled to expire or
                  which may be cancelled by the Applicable Carrier (unless the
                  Applicable Carrier is required, as a condition to cancelling
                  such Lease, to pay the Applicable Borrower under such Lease an
                  amount at least equal to all outstanding principal and accrued
                  interest on the Loan relating to such Financed Aircraft)
                  within one year after the date of the Loan made hereunder with
                  respect to such Aircraft shall not at any time exceed 10% of
                  the Total Revolving Credit Commitment;

                  provided, that (i) with respect to any Eligible Aircraft that
         a Borrower wishes to finance or refinance through the proceeds of a
         Loan hereunder, if the inclusion of the Applicable Aircraft Borrowing
         Base of such Aircraft would cause one or more


<PAGE>   10
                                                                               9



         Concentration Restrictions to be exceeded, then such Borrower may deem
         such Applicable Aircraft Borrowing Base to be reduced to the highest
         amount that would not exceed or violate any Concentration Restriction,
         so long as the Loan hereunder with respect to such Aircraft shall not
         exceed an amount determined based on such reduced Applicable Aircraft
         Borrower Base and all other conditions to such Loan are satisfied, and
         (ii) at the request of a Borrower, the Agent agrees to review in good
         faith the 20% limit set forth in clause (k) above in light of
         prevailing market standards for securitization transactions at the time
         and, if consistent with such standards, to increase such percentage to
         not more than 25%.

                  "Consistent Basis" in reference to the application of GAAP
         means the accounting principles observed in the period referred to are
         comparable in all material respects to those applied in the preparation
         of the pro forma combined financial statements of UniCapital, Cauff
         Lippman and certain affiliates thereof, NSJ and the other Founding
         Companies for the year ended December 31, 1997, which financial
         statements are contained in the UniCapital Registration Statement.

                  "Consolidated EBITDA" means, with respect to the Borrowers and
         their respective Subsidiaries for any Quarterly Period ending on the
         date of computation thereof, the sum of, without duplication, (i)
         Consolidated Net Income, (ii) Consolidated Interest Expense, (iii)
         taxes on income, (iv) amortization of long-term Indebtedness, and (v)
         depreciation, all determined on a consolidated basis in accordance with
         GAAP applied on a Consistent Basis.

                  "Consolidated EBITDA-to-Interest Ratio" means, with respect to
         the Borrowers and their respective Subsidiaries for any Quarterly
         Period ending on the date of computation thereof, the ratio of (i)
         Consolidated EBITDA for such Borrowers and their respective
         Subsidiaries for such period, to (ii) Consolidated Interest Expense for
         such Borrowers and their respective Subsidiaries for such period.

                  "Consolidated Interest Expense" means, with respect to any
         period of computation thereof, the gross interest expense of the
         Borrowers and their respective Subsidiaries, including without
         limitation (i) the current amortized portion of debt discounts to the
         extent included in gross interest expense, (ii) the current amortized
         portion of all fees (including fees payable in respect of any Swap
         Agreement) payable in connection with the incurrence of Indebtedness to
         the extent included in gross interest expense and (iii) the portion of
         any payments made in connection with Capital Leases allocable to
         interest expense, all determined on a consolidated basis in accordance
         with GAAP applied on a Consistent Basis.

                  "Consolidated Net Income" means, for any period of computation
         thereof, the gross revenues from operations of the Borrowers and their
         respective Subsidiaries (including payments received by the Borrowers
         and their respective Subsidiaries of (i) interest income, and (ii)
         dividends and distributions made in the ordinary course of their
         businesses by Persons in which investment is permitted pursuant to this
         Agreement and not related to an extraordinary event), less all
         operating and non-operating expenses of


<PAGE>   11
                                                                              10




         the Borrowers and their respective Subsidiaries including taxes on
         income, all determined on a consolidated basis in accordance with GAAP
         applied on a Consistent Basis; but excluding as income: (i) net gains
         on the sale, conversion or other disposition of capital assets, (ii)
         net gains on the acquisition, retirement, sale or other disposition of
         capital stock and other securities of any Borrower or its Subsidiaries,
         (iii) net gains on the collection of proceeds of life insurance
         policies, (iv) any write-up of any asset, and (v) any other net gain or
         credit of an extraordinary nature as determined in accordance with GAAP
         applied on a Consistent Basis.

                  "Contingent Obligation" of any Person means all contingent
         liabilities required (or which, upon the creation or incurring thereof,
         would be required) to be included in the financial statements
         (including footnotes) of such Person in accordance with GAAP applied on
         a Consistent Basis, including Statement No. 5 of the Financial
         Accounting Standards Board, all Rate Hedging Obligations and any
         obligation of such Person guaranteeing or in effect guaranteeing any
         Indebtedness, dividend or other obligation of any other Person (the
         "primary obligor") in any manner, whether directly or indirectly,
         including obligations of such Person however incurred:

                           (1) to purchase such Indebtedness or other 

                  obligation or any property or assets constituting security 
                  therefor;

                           (2) to advance or supply funds in any manner (i) for
                  the purchase or payment of such Indebtedness or other
                  obligation, or (ii) to maintain a minimum working capital, net
                  worth or other balance sheet condition or any income statement
                  condition of the primary obligor;

                           (3) to grant or convey any lien, security interest,
                  pledge, charge or other encumbrance on any property or assets
                  of such Person to secure payment of such Indebtedness or other
                  obligation;

                           (4) to lease property or to purchase securities or
                  other property or services primarily for the purpose of
                  assuring the owner or holder of such Indebtedness or
                  obligation of the ability of the primary obligor to make
                  payment of such Indebtedness or other obligation; or

                           (5) otherwise to assure the owner of the Indebtedness
                  or such obligation of the primary obligor against loss in
                  respect thereof.

                  "Continue", "Continuation", and "Continued" shall refer to the
         continuation pursuant to Section 2.8 hereof of a Eurodollar Rate Loan
         of one Type as a Eurodollar Rate Loan of the same Type from one
         Interest Period to the next Interest Period.

                  "Convert", "Conversion", and "Converted" shall refer to a
         conversion pursuant to Section 2.8 or Article IV of one Type of Loan
         into another Type of Loan.


<PAGE>   12
                                                                              11



                  "Credit Party" means, collectively, each Borrower, each
         Eligible Intermediary, each Guarantor, and each other Person (if any)
         providing Collateral pursuant to any Security Instrument. UniCapital
         shall be deemed not to be a Credit Party.

                  "Custodian" means, initially, Lehman, in its capacity as
         custodian under the Custodian Agreement and any successor custodian
         under a Custodian Agreement.

                  "Custodian Agreement" means the Custodian Agreement of even
         date herewith between the Lender, the Custodian and the Initial
         Borrower and any replacement Custodian Agreement to which the Agent may
         become a party with respect to the transactions contemplated herein.

                  "Default" means any event or condition which, with the giving
         or receipt of notice or lapse of time or both, would constitute an
         Event of Default hereunder, provided that if, pursuant to Section 9.6,
         such event or condition is not deemed to be a breach of the Credit
         Parties' obligations under this Agreement and the other Loan Documents
         and each of the conditions set forth in Section 9.6 is satisfied, then
         during the Applicable Lease Cure Period referred to in Section 9.6(d),
         such event or condition shall not be deemed to be a "Default" except
         for the purposes of Section 7.1(c), Section 7.11, the first two
         sentences of Section 10.4, Section 2 of the Compliance Certificate in
         the form of Exhibit H, and Section 4 of the Borrowing Base Certificate
         in the form of Exhibit S; and provided further that if the requirements
         of Section 9.6(d) are not satisfied within such Applicable Lease Cure
         Period, then an "Event of Default" shall be deemed to have occurred on
         the day after the last day of such period.

                  "Default Rate" means (i) with respect to each Eurodollar Rate
         Loan, until the end of the Interest Period applicable thereto, a rate
         of two percent (2%) above the Eurodollar Rate applicable to such Loan,
         and thereafter at a rate of interest per annum which shall be two
         percent (2%) above the Base Rate, (ii) with respect to Base Rate Loans,
         at a rate of interest per annum which shall be two percent (2%) above
         the Base Rate and (iii) in any case, the maximum rate permitted by
         applicable law, if lower.

                  "Developed Market Carriers" means, Eligible Carriers in the
         following markets (each of Europe, North America and the Pacific
         regional groupings being referred to as a "Developed Market Region"):

<TABLE>
<CAPTION>
<S>                                                           <C>
                           Europe:                            European Union (except Greece and
                                                              Luxembourg), Norway and
                                                              Switzerland

                           North America:                     Canada and the United States

                           Pacific:                           Australia, Hong Kong, Japan, New
                                                              Zealand and Singapore
</TABLE>


<PAGE>   13

                                                                              12




                  "Dollars" and the symbol "$" means dollars constituting legal
         tender for the payment of public and private debts in the United States
         of America.

                  "Eligible Aircraft" means any Aircraft which satisfies each 
         of the following requirements:

                           (a) such Aircraft is a Stage III aircraft and is one 
                  of the models listed on Exhibit L attached hereto;

                           (b) such Aircraft is or was manufactured in 1980 or
                  later, except that if such Aircraft is a McDonnell Douglas
                  DC10-30, it is or was manufactured in 1973 or later;

                           (c) such Aircraft is (i) owned by the Applicable
                  Borrower and is subject to an Eligible Lease between such
                  Applicable Borrower (as lessor) and an Eligible Carrier (as
                  lessee), or (ii) is owned by the Applicable Borrower, is
                  subject to an Eligible Lease between such Applicable Borrower
                  (as lessor) and the Applicable Intermediary (as lessee), and
                  is subject to an Eligible Lease between such Applicable
                  Intermediary (as lessor) and an Eligible Carrier as (lessee);

                           (d) such Aircraft is covered by all of the insurance
                  described on Exhibit M attached hereto, and the Agent (for
                  itself and on behalf of the Lenders) is named as loss payee
                  and is named as an additional insured on such insurance;

                           (e) neither the Applicable Carrier nor the Applicable
                  Intermediary (if any) is organized under the laws of, or
                  domiciled in, any Prohibited Country;

                           (f) the Agent (for itself and on behalf of the
                  Lenders) has a duly perfected, first priority Lien and
                  security interest (subject only to Permitted Liens) on such
                  Aircraft under (i) the FAA Act (in the case of an Aircraft
                  registered in the United States) or (ii) all Applicable
                  Foreign Aviation Laws (in the case of an Aircraft registered
                  outside the United States); provided, however, that to the
                  extent that a duly perfected, first priority Lien and security
                  interest on such Aircraft is not possible, or is impractical
                  (commercially or otherwise), then with the Agent's consent
                  (which consent shall not be unreasonably withheld), the
                  Security Agreement with respect to such Aircraft shall not be
                  required or shall be modified to provide such Lien, such
                  priority and such perfection, if any, as shall not be
                  impossible or impractical (commercially or otherwise);

                           (g) the Agent has received opinions of FAA Counsel
                  (if such Aircraft is registered in the United States) or
                  counsel in the Applicable Foreign Jurisdiction (if such
                  Aircraft is registered outside the United States), which
                  counsel is reasonably acceptable to the Agent, and which
                  opinions are addressed to the Agent (on behalf of itself and
                  the Lenders) opining as to the creation, perfection and
                  priority of the Agent's mortgage Lien and security interest on
                  such Aircraft, substantially in the form of Exhibit G-2 or the
                  substance of Exhibit G-3


<PAGE>   14


                                                                             13



                  (as applicable) in form and substance reasonably satisfactory
                  to the Agent or otherwise in form and substance reasonably
                  acceptable to the Agent; and (in the case of Aircraft
                  registered in the United States) within a reasonable period
                  after the registration of the Agent's Lien, the Agent has
                  received an opinion of FAA counsel substantially in the form
                  of Exhibit G-4 (provided, however, if the proviso to clause
                  (f) above is applicable, then the form of such opinion shall
                  be appropriately changed); and

                           (h) the Agent has received three (3) Qualified
                  Appraisals of the Fair Market Value of such Aircraft, each
                  such appraisal prepared by a separate Qualified Appraiser and
                  dated as of a date reasonably close to the date of the Loan
                  hereunder with respect to such Aircraft; and based on the
                  Appraisal Procedure, the Agent, in accordance with the
                  Appraisal Procedure, has calculated the initial Fair Market
                  Value of such Aircraft.

                  "Eligible Assignee" means (i) a Lender, (ii) an affiliate of a
         Lender, and (iii) any other financial institution approved by the
         Agent; provided, however, that neither any Borrower nor an affiliate of
         any Borrower shall qualify as an Eligible Assignee.

                  "Eligible Carrier" means any air carrier duly licensed to
         carry passengers or cargo under applicable law, foreign or domestic.

                  "Eligible Credit Enhancement" with respect to any Eligible
         Aircraft means credit enhancement in the form of a letter of credit or
         surety bond which satisfies each of the following requirements:

                           (a) such letter of credit or surety bond is issued by
                  a Person other than a Borrower or Eligible Carrier, and the
                  senior unsecured debt (without credit enhancement) of such
                  Person is rated at A or better by S&P and A2 or better by
                  Moody's and such person is otherwise reasonably satisfactory
                  to the Agent;

                           (b) such credit enhancement secures (on terms and
                  conditions reasonably satisfactory to the Agent) payment of
                  all Loans hereunder, and the Agent (in its discretion) is
                  entitled to directly enforce such credit enhancement and may
                  obtain payment of principal and interest of any such Loan
                  through such credit enhancement without being required first
                  (or at any time) to foreclose on any other Collateral or
                  enforce any Guaranty; and

                           (c) pursuant to the terms of the letter of credit or
                  surety bond, it may be drawn by the Agent 30 days prior to the
                  date it would otherwise expire if it has not been extended on
                  or prior to that date.

                  "Eligible Intermediary" means, with respect to any Financed
         Aircraft, a corporation that is a direct, wholly-owned subsidiary of
         the Applicable Borrower.



<PAGE>   15


                                                                             14



                  "Eligible Lease" means a fully-executed Lease by a Borrower
         (as lessor) to an Eligible Carrier (as lessee) of an Eligible Aircraft,
         which Lease satisfies each of the following requirements:

                           (a) such Lease provides for annual basic rent
                  payments during its term to such Borrower in Dollars in an
                  annual amount sufficient to provide such Borrower with funds
                  adequate to pay (i) all interest when due on all Loans
                  hereunder relating to the respective Aircraft (determined
                  based on a notional interest rate equal to the prevailing
                  Eurodollar Rate on the date of funding the Loan with respect
                  to such Aircraft), plus (ii) all fees payable under the
                  Servicing Agreement with respect to such Lease or Aircraft,
                  plus (iii) amortization of the Loan with respect to such
                  Aircraft at a rate equal to 4.0% of the initial Fair Market
                  Value of such Aircraft per year;

                           (b) such Lease is a "triple net lease" (subject to
                  any arrangement whereby the Borrower and the Eligible Carrier
                  agree to share certain expenses relating to aircraft or engine
                  directives, service bulletins or similar items) and requires
                  the lessee to maintain the insurance described in Exhibit M
                  attached hereto with respect to such Aircraft, and to bear all
                  risk of loss, damage or liability with respect to such
                  Aircraft;

                           (c) not more than twelve (12) years of the Lease term
                  is remaining under such Lease at the time of any Loan
                  hereunder relating to such Aircraft;

                           (d) the lessor is entitled to the benefits of Section
                  1110 of the U.S. Bankruptcy Code (or other applicable
                  bankruptcy or insolvency law reasonably acceptable to the
                  Agent) with respect to the lessor's rights against the lessee,
                  including without limitation the rights to require performance
                  of the lessee's obligations under the Lease or return of such
                  Aircraft during the lessee's bankruptcy or insolvency;

                           (e) such Lease requires the lessee to comply with
                  covenants and restrictions regarding the maintenance, return,
                  alteration, replacement, pooling and sublease of such
                  Aircraft, which covenants and restrictions satisfy the
                  requirements of Section 7.21(a) and Schedule 7.21(a) hereto;

                           (f) if such Lease contains a purchase option, the
                  expected exercise price is equal to or greater than the
                  expected outstanding principal and accrued interest on all
                  Loans relating to such Aircraft as of the date of exercise of
                  such option;

                           (g) such Lease prohibits the lessee from flying or
                  locating such Aircraft in any country in violation of the
                  applicable laws of any jurisdiction;



<PAGE>   16


                                                                             15



                           (h) such Lease contains customary covenants and
                  restrictions relating to re-registration of such Aircraft;
                  which covenants and restrictions satisfy the requirements of
                  the Security Agreement;

                           (i) at the time of any Loan hereunder relating to
                  such Aircraft, no prepayment shall have been made under such
                  Lease, and no Lease payment obligation shall have been
                  accelerated, provided that it is understood that a scheduled
                  rental payment to be paid in advance for a rental period in
                  accordance with the Lease terms is not deemed to be a
                  prepayment;

                           (j) at the time of any Loan relating to such
                  Aircraft, the Agent shall have received a Lessee Estoppel
                  Certificate executed by such lessee with respect to such
                  Lease, or other evidence reasonably satisfactory to the Agent
                  that such Lease is valid and binding;

                           (k) either (i) such Lease is a "true lease" lease
                  (and not a lease intended as security) under applicable
                  commercial law and other applicable law relating to creditors'
                  rights and bankruptcy; or (ii) such Lease grants to such
                  Borrower, and such Borrower has at all times under the FAA Act
                  (in the case of Aircraft registered in the United States) or
                  Applicable Foreign Aviation Laws (in the case of all other
                  Aircraft), a perfected first priority mortgage Lien on such
                  Aircraft (subject only to Permitted Liens), which Lien has
                  been assigned to the Agent; and

                           (l) such Lease does not contain, or omit to include,
                  any provisions that violate any affirmative statement or
                  policy (whether or not in writing) of Moody's or S&P, in
                  existence on or prior to the date that the Applicable Borrower
                  has agreed to acquire the applicable Aircraft, that would
                  preclude such Lease from (x) being included in any Permanent
                  Capital Markets Financing or (y) generating net proceeds in
                  such Permanent Capital Markets Financing attributable to such
                  Financed Aircraft sufficient to repay the Loan made with
                  respect to such Financed Aircraft;

         provided, however, that in the circumstances described in Section 2.15,
         "Eligible Lease" means, individually and collectively, (X) a
         fully-executed Lease by a Borrower (as lessor) to the Applicable
         Intermediary (as lessee) of an Eligible Aircraft, which Lease satisfies
         each of the requirements for an "Eligible Lease" set forth in clauses
         (a) through (l) above except that the lessee is not an Eligible
         Carrier, and (Y) a fully-executed sublease by such Applicable
         Intermediary (as sublessor) to an Eligible Carrier (as sublessee) of
         such Financed Aircraft, which Eligible Carrier is not a U.S. Carrier,
         and which Lease is identical in all respects (other than the Persons
         that are lessor and lessee) to the Lease described in clause (X) above,
         and which Lease satisfies all the requirements for an "Eligible Lease"
         set forth in clauses (a) through (k) above, except that the lessor is
         not a Borrower.

                  "Emerging Market Carriers" means, Eligible Carriers in the 
         following markets:



<PAGE>   17


                                                                             16


<TABLE>
<CAPTION>
<S>                                                  <C>
                  Asia:                              China, India, Indonesia, South Korea,
                                                     Malaysia, Pakistan, Philippines, Sri Lanka,
                                                     Taiwan and Thailand

                  Europe and Middle East:            Czech Republic, Greece, Hungary, Israel,
                                                     Jordan, Poland and Turkey

                  Latin America:                     Argentina, Brazil, Chile, Columbia, Mexico,
                                                     Peru and Venezuela
</TABLE>


                  "Employee Benefit Plan" means any employee benefit plan within
         the meaning of Section 3(3) of ERISA which (i) is maintained for
         employees of any Guarantor or any Borrower or any of their respective
         ERISA Affiliates or is assumed by any Guarantor or any Borrower or any
         of their respective ERISA Affiliates in connection with any Acquisition
         or (ii) has at any time been maintained for the employees of any
         Guarantor or any Borrower or any current or former ERISA Affiliate.

                  "Engine" means any aircraft jet engine.

                  "Environmental Laws" means any federal, state or local
         statute, law, ordinance, code, rule, regulation, order, decree, permit
         or license regulating, relating to, or imposing liability or standards
         of conduct concerning, any environmental matters or conditions,
         environmental protection or conservation, including without limitation,
         the Comprehensive Environmental Response, Compensation and Liability
         Act of 1980, as amended; the Superfund Amendments and Reauthorization
         Act of 1986, as amended; the Resource Conservation and Recovery Act, as
         amended; the Toxic Substances Control Act, as amended; the Clean Air
         Act, as amended; the Clean Water Act, as amended; together with all
         regulations promulgated thereunder, and any other "Superfund" or
         "Superlien" law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and any successor statute and all
         rules and regulations promulgated thereunder.

                  "ERISA Affiliate", as applied to any Guarantor or any
         Borrower, means any Person or trade or business which is a member of a
         group which is under common control with such Guarantor or Borrower,
         who together with such Guarantor or Borrower, is treated as a single
         employer within the meaning of Section 414(b) and (c) of the Code.

                  "Eurodollar Rate" means the interest rate per annum calculated
         according to the following formula:

<TABLE>
<CAPTION>
<S>                                                <C>                               <C>
                           Eurodollar     =          Interbank Offered Rate     +    Applicable
                            Rate                    -----------------------            Margin
                                                    1-  Reserve Requirement
</TABLE>



<PAGE>   18


                                                                             17



                  "Eurodollar Rate Loan" means a Loan for which the rate of
         interest is determined by reference to the Eurodollar Rate.

                  "Event of Default" means any of the occurrences set forth as 
         such in Section 9.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the regulations promulgated thereunder.

                  "FAA" means the United States Federal Aviation Administration.

                  "FAA Act" means 49 U.S.C. Subtitle VII, Sections 40101 et
         seq., as amended from time to time, any regulations promulgated
         thereunder and any successor provision.

                  "FAA Counsel" means DeBee & Gilchrist, Daugherty, Fowler and
         Peregrin, Crowe & Dunlevy, or any other law firm having nationally
         recognized expertise in FAA matters acceptable to the Agent.

                  "FAA Recording Office" means the office of the FAA in Oklahoma
         City, Oklahoma, maintained as the office for the recordation of Liens
         on Aircraft and pursuant to the FAA Act, and any successor or
         additional office performing the same or a comparable function.

                  "Facility Guaranty" means each Guaranty Agreement between one
         or more Guarantors and the Agent for the benefit of the Lenders
         (substantially in the form of Exhibit I attached hereto), delivered as
         of the Closing Date and otherwise pursuant to Section 2.13, 5.2 or 5.3,
         as the same may be amended, modified or supplemented from time to time.

                  "Facility Termination Date" means such date as all of the
         following shall have occurred: (a) the Borrowers shall have permanently
         terminated the Revolving Credit Facility by payment in full of all
         Revolving Credit Outstandings, together with all accrued and unpaid
         interest thereon, (b) all Revolving Credit Commitments shall have
         terminated or expired and (c) the Borrowers shall have fully, finally
         and irrevocably paid and satisfied in full all Obligations (other than
         Obligations consisting of continuing indemnities and other contingent
         Obligations of any Borrower or any Guarantor that may be owing to the
         Lenders pursuant to the Loan Documents and expressly survive
         termination of this Agreement).

                  "Fair Market Value" or "FMV" with respect to any Aircraft
         means the current fair market value (as opposed to so-called "base
         value") ascribed thereto by the respective Qualified Appraiser in a
         Qualified Appraisal; provided that (x) for the purpose of determining
         the Fair Market Value of such Aircraft at the time of any Loan with
         respect thereto, such Fair Market Value shall be determined using an
         Appraisal Procedure and (y) if such Qualified Appraisal is dated more
         than six (6) months prior to the applicable date of determination of
         Fair Market Value, then Fair Market Value shall be deemed to be zero
         ($0).


<PAGE>   19


                                                                            18



                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to
         the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day as so published on the next succeeding Business Day, and
         (b) if no such rate is so published on such next succeeding Business
         Day, the Federal Funds Rate for such day shall be the average rate
         charged to the Agent (in its individual capacity) on such day on such
         transactions as determined by the Agent.

                  "Fee Letter" means the Fee Letter dated the date hereof by 
         Lehman Brothers Inc. accepted and agreed to by UniCapital.

                  "Financed Aircraft" with respect to any Loan means,
         collectively, each Aircraft, or part thereof, the acquisition of which
         was or is to be financed or refinanced in whole or in part by such
         Loan. There shall only be one Loan by each Lender for each Financed
         Aircraft under this Agreement.

                  "Fiscal Year" means the twelve month fiscal period of
         UniCapital, the Borrowers and their Subsidiaries commencing on January
         1 of each calendar year and ending on December 31 of each calendar
         year.

                  "Foreign Benefit Law" means any applicable statute, law,
         ordinance, code, rule, regulation, order or decree of any foreign
         nation or any province, state, territory, protectorate or other
         political subdivision thereof regulating, relating to, or imposing
         liability or standards of conduct concerning, any Employee Benefit
         Plan.

                  "GAAP" or "Generally Accepted Accounting Principles" means
         generally accepted accounting principles, being those principles of
         accounting set forth in pronouncements of the Financial Accounting
         Standards Board, the American Institute of Certified Public Accountants
         or which have other substantial authoritative support and are
         applicable in the circumstances as of the date of a report.

                  "Governmental Authority" shall mean any Federal, state,
         municipal, national or other governmental department, commission,
         board, bureau, court, agency or instrumentality or political
         subdivision thereof or any entity or officer exercising executive,
         legislative, judicial, regulatory or administrative functions of or
         pertaining to any government or any court, in each case whether
         associated with a state of the United States, the United States, or a
         foreign entity or government.

                  "Guaranties" means the Facility Guaranties and all other
         obligations of any Borrower or any other Person directly or indirectly
         guaranteeing, or in effect guaranteeing, any Indebtedness or other
         obligation of any other Person.



<PAGE>   20


                                                                            19



                  "Guarantors" means, at any date, the Beneficial Owners,
         Eligible Intermediaries and Subsidiaries who are required to be parties
         to a Facility Guaranty at such date.

                  "Hazardous Material" means and includes any pollutant,
         contaminant, or hazardous, toxic or dangerous waste, substance or
         material (including without limitation petroleum products,
         asbestos-containing materials and lead), the generation, handling,
         storage, transportation, disposal, treatment, release, discharge or
         emission of which is subject to any Environmental Law.

                  "Indebtedness" means with respect to any Person, without
         duplication, all Indebtedness for Money Borrowed, all indebtedness of
         such Person for the acquisition of property or arising under Rate
         Hedging Obligations, all indebtedness secured by any Lien on the
         property of such Person whether or not such indebtedness is assumed,
         all liability of such Person by way of endorsements (other than for
         collection or deposit in the ordinary course of business), all
         Contingent Obligations, and other items which in accordance with GAAP
         is required to be classified as a liability on a balance sheet; but
         excluding all accounts payable in the ordinary course of business so
         long as payment therefor is due within one year; provided that in no
         event shall the term Indebtedness include surplus and retained
         earnings, lease obligations (other than pursuant to Capital Leases),
         reserves for deferred income taxes and investment credits, other
         deferred credits or reserves or deferred compensation obligations.

                  "Indebtedness for Money Borrowed" means with respect to any
         Person, without duplication, all indebtedness in respect of money
         borrowed, as reflected on the balance sheet of such Person in
         accordance with GAAP, including without limitation all Capital Leases
         and the deferred purchase price of any property or asset, evidenced by
         a promissory note, bond, debenture or similar written obligation for
         the payment of money (including conditional sales or similar title
         retention agreements), other than trade payables incurred in the
         ordinary course of business.

                  "Interbank Offered Rate" means, with respect to any Eurodollar
         Rate Loan for the Interest Period applicable thereto, the rate per
         annum (rounded upwards, if necessary), to the nearest 1/100 of 1%)
         appearing on Telerate Page 3750 (or any successor page) as the London
         interbank offered rate for deposits in Dollars at approximately 11:00
         A.M. (London time) two Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period (or, if
         no such comparable term is quoted, an interpolated rate as reasonably
         determined by the Agent). If for any reason such rate is not available,
         the term "Interbank Offered Rate" shall mean, with respect to any
         Eurodollar Rate Loan for the Interest Period applicable thereto, the
         rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
         1%) appearing on Reuters Screen LIBO Page as the London interbank
         offered rate for deposits in Dollars at approximately 11:00 A.M.
         (London time) two Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period, provided,
         however; if more than one rate is specified on Reuters Screen LIBO
         Page, the applicable rate shall be the arithmetic mean of all such
         rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).



<PAGE>   21


                                                                            20



                  "Interest Period" means, for each Eurodollar Rate Loan, a
         period commencing on the date such Eurodollar Rate Loan is made or
         Converted or on the last day of the preceding Interest Period, as the
         case may be, and ending on (x) the next occurring day that is the
         fifteenth day of a calendar month or (y) in the case of an Interest
         Period of one week, the last day of such week (provided, that Interest
         Periods of one week in duration may not be selected by a Borrower other
         than in anticipation of a prepayment of a Loan); provided, that,

                           (a) if an Interest Period for a Eurodollar Rate Loan
                  would end on a day which is not a Business Day, such Interest
                  Period shall be extended to the next Business Day (unless such
                  extension would cause the applicable Interest Period to end in
                  the succeeding calendar month, in which case such Interest
                  Period shall end on the next preceding Business Day);

                           (b) except in the case of a one-week Interest Period,
                  any Interest Period which begins on the last Business Day of a
                  calendar month (or on a day for which there is no numerically
                  corresponding day in the calendar month at the end of such
                  Interest Period) shall end on the last Business Day of a
                  calendar month;

                           (c) no Interest Period shall extend past the Stated
                  Termination Date for Revolving Loans; and

                           (d) there shall not be more than six (6) Interest 
                  Periods in effect on any day.

                  "Interest Rate Selection Notice" means the written notice
         delivered by an Authorized Representative in connection with the
         election of a subsequent Interest Period for any Eurodollar Rate Loan
         or the Conversion of any Base Rate Loan into a Eurodollar Rate Loan, in
         the form of Exhibit E.

                  "Lease" shall have the meaning given in the Security 
         Agreement.

                  "Lease Event of Default" means any event characterized as an
         "event of default" (or the equivalent) under any Lease of any Aircraft
         (or that would be so characterized assuming the sending of any required
         notice by the lessor in a timely manner).

                  "Lehman" means Lehman Commercial Paper Inc.

                  "Lessee Estoppel Certificate" means a certificate in form and
         substance reasonably acceptable to the Agent, duly completed and
         executed by an Applicable Carrier with respect to an Aircraft; and the
         Agent agrees that the form of Lessee Estoppel Certificate attached
         hereto as Exhibit N is acceptable.

                  "Lien" means any interest in property securing any obligation
         owed to, or a claim by, a Person other than the owner of the property,
         whether such interest is based on the common law, statute or contract,
         and including but not limited to the lien or security


<PAGE>   22


                                                                            21



         interest arising from a mortgage, encumbrance, pledge, security
         agreement, conditional sale or trust receipt or a lease, consignment or
         bailment for security purposes. For the purposes of this Agreement, any
         Borrower and any Subsidiary shall be deemed to be the owner of any
         property which it has acquired or holds subject to a conditional sale
         agreement, financing lease, or other arrangement pursuant to which
         title to the property has been retained by or vested in some other
         Person for security purposes.

                  "Loan" or "Loans" means any of the Revolving Loans.

                  "Loan Documents" means this Agreement, the Notes, the Security
         Instruments, the Facility Guaranties, the UniCapital Support Agreement,
         the Assumption Letters, the Custody Agreement, and all other
         instruments and documents heretofore or hereafter executed or delivered
         to or in favor of any Lender or the Agent in connection with the Loans
         made and transactions contemplated under this Agreement, as the same
         may be amended, supplemented or replaced from the time to time.

                  "Lockbox Agreement" means a Security Deposit and Cash
         Collateral Agreement between each Borrower, the Collection Bank and the
         Agent substantially the form of Exhibit U hereto, as supplemented from
         time to time in accordance with the terms thereof.

                  "Manufacturer" means any manufacturer of any Financed 
         Aircraft.

                  "Manufacturer's Warranty" means any warranty made or offered
         by any Manufacturer with respect to any Financed Aircraft.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the business, properties, prospects, operations or condition,
         financial or otherwise, of the Borrowers and their respective
         Subsidiaries (if any), taken as a whole, (ii) the ability of any Credit
         Party to pay or perform its respective obligations, liabilities and
         indebtedness under the Loan Documents as such payment or performance
         becomes due in accordance with the terms thereof, or (iii) the rights,
         powers and remedies of the Agent or any Lender under any Loan Document
         or the validity, legality or enforceability thereof.

                  "Monthly Amortization Amount" shall have the meaning, with
         respect to each Loan, set forth in the Lockbox Agreement.

                  "Mortgage Convention" means the Convention on the
         International Recognition of Rights in Aircraft signed initially at
         Geneva in 1948, as the same may be amended, modified or supplemented
         from time to time.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA
         Affiliate is making, or is


<PAGE>   23


                                                                            22



         accruing an obligation to make, contributions or has made, or been
         obligated to make, contributions within the preceding six (6) Fiscal
         Years.

                  "NationsBank" means NationsBank, National Association.

                  "NationsBank Facility" shall mean any of the facilities
         pursuant to (a) the NationsBank Warehouse Credit Agreement, (b) the
         NationsBank Revolving Credit Agreement, (c) the NationsBank TAA or (d)
         the NationsBank Securitization Loan
         Agreement.

                  "NationsBank Revolving Credit Agreement" means the Credit
         Agreement dated as of June 10, 1998, among UniCapital, NationsBank, as
         agent, and the lenders party thereto, as such agreement may be amended,
         modified or restated from time to time.

                  "NationsBank Securitization Loan Agreement" means the Loan and
         Security Agreement dated as of July 1, 1998 among UCP Borrowing SPE
         1998-1 Limited Partnership, Portfolio Financial Services Company, L.P.,
         Kitty Hawk Funding Corporation, NationsBank as agent and lender and
         each of the other lenders party thereto.

                  "NationsBank TAA" means a Transfer and Administration
         Agreement dated as of June 22, 1998 among UCP Qualifying SPE 1998-1
         Limited Partnership, UCP Operating SPE 1998-1 Limited Partnership,
         Portfolio Financial Services Company, L.P., Kitty Hawk Funding
         Corporation, NationsBank, as agent and lender and each of the other
         lenders party thereto.

                  "NationsBank Warehouse Credit Agreement" means the Credit
         Agreement dated as of June 10, 1998 among First Security Bank, National
         Association, as trustee on behalf of that certain trust created under
         the Trust Agreement (11111) dated as of June 9, 1998 between First
         Security Bank, National Association and Aircraft 11111, Inc., a
         Delaware corporation, the other borrowers referred to therein,
         NationsBank, as agent, and the lenders referred to therein.

                  "Non-SPE Credit Party" means any owner (other than a
         Beneficial Owner) of a Borrower or of a Beneficial Owner, if such owner
         in either case is not required to be a Guarantor hereunder.

                  "Notes" means, collectively, the promissory notes of the
         Borrowers evidencing Revolving Loans executed and delivered to the
         Lenders as provided in Section 2.5 substantially in the form of Exhibit
         F, with appropriate insertions as to amounts, dates and names of
         Lenders.

                  "NSJ" means The NSJ Group, Inc., a Delaware corporation that
         is the direct or indirect, wholly-owned subsidiary of UniCapital.

                  "Obligations" means the unpaid principal of and interest on
         (including, without limitation, interest accruing after the maturity of
         the Loans and interest accruing after the


<PAGE>   24


                                                                            23



         filing of any petition in bankruptcy, or the commencement of any
         insolvency, reorganization or like proceeding, relating to any
         Borrower, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding) the Loans and all other
         obligations and liabilities of any Borrower to the Agent (acting in any
         capacity) or to any Lender (or, in the case of Rate Hedging
         Obligations, any affiliate of any Lender), whether direct or indirect,
         absolute or contingent, due or to become due, or now existing or
         hereafter incurred, which may arise under, out of, or in connection
         with, this Agreement, any other Loan Document, any Rate Hedging
         Obligation entered into with any Lender or any affiliate of any Lender
         or any other document made, delivered or given in connection herewith
         or therewith, whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses (including, without
         limitation, all fees, charges and disbursements of counsel to the Agent
         (acting in any capacity) or to any Lender that are required to be paid
         by any Borrower pursuant thereto) or otherwise.

                  "Operating Documents" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership, trust or other legally authorized incorporated
         or unincorporated entity, the bylaws, operating agreement, partnership
         agreement, limited partnership agreement or other applicable documents
         relating to the operation, governance or management of such entity.

                  "Organizational Action" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership, trust or other legally authorized incorporated
         or unincorporated entity, any corporate, organizational or partnership
         action (including any required shareholder, trustee, member or partner
         action), or other similar official action, as applicable, taken by such
         entity.

                  "Organizational Documents" means with respect to any
         corporation, limited liability company, partnership, limited
         partnership, limited liability partnership, trust or other legally
         authorized incorporated or unincorporated entity, the articles of
         incorporation, certificate of incorporation, articles of organization,
         certificate of limited partnership, trust agreement or other applicable
         organizational or charter documents relating to the creation of such
         entity.

                  "Original Qualified Appraisal" has the meaning assigned 
         thereto in Section 5.4.

                  "Other Market Carriers" means all Eligible Carriers other 
         than Developed Market Carriers and Emerging Market Carriers.

                  "Partnership Interests" shall have the meaning therefor 
         provided in the Pledge Agreement.

                  "Payment Date" means any date provided for herein on which the
         principal of, interest on or other amounts in respect of the Loans is
         due and payable.

                  "PBGC" means the Pension Benefit Guaranty Corporation and 
         any successor thereto.


<PAGE>   25


                                                                             24



                  "Pension Plan" means any employee pension benefit plan within
         the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan,
         which is subject to the provisions of Title IV of ERISA or Section 412
         of the Code and which (i) is maintained for employees of any Borrower,
         any Guarantor or any of their respective ERISA Affiliates or is assumed
         by any Borrower, any Guarantor or any of their respective ERISA
         Affiliates in connection with any Acquisition or (ii) has at any time
         been maintained for the employees of any Borrower, any Guarantor or any
         current or former ERISA Affiliate.

                  "Permanent Capital Markets Financing" shall mean an aircraft
         lease securitization, enhanced equipment trust certificate or other
         permanent aircraft-secured public or private capital markets
         transaction (which, in each case, does not constitute bridge or interim
         financing) for the benefit of UniCapital or a subsidiary of UniCapital,
         occurring after the date hereof and producing net proceeds of at least
         $200,000,000, excluding any secondary offering of UniCapital stock.

                  "Permitted Lien" means any Lien permitted by Section 8.4.

                  "Person" means an individual, partnership, corporation,
         limited liability company, limited liability partnership, trust,
         unincorporated organization, association, joint venture or a government
         or agency or political subdivision thereof.

                  "Pledge Agreement" means, collectively (or individually as the
         context may indicate), (i) that certain Pledge and Security Agreement
         dated as of the date hereof between Cauff Lippman and the Agent (for
         the benefit of the Agent and the Lenders), (ii) that certain Pledge and
         Security Agreement dated as of the date hereof between Aircraft 22222,
         Inc. and the Agent (for the benefit of the Agent and the Lenders), and
         (iii) any additional Pledge and Security Agreement (substantially in
         the form of Exhibit T-1 or T-2 attached hereto, as applicable),
         delivered to the Agent pursuant to Section 5.2, 5.3 or 2.13, as
         hereafter amended, supplemented or replaced from time to time.

                  "Pledged Interests" has the meaning given to such term in the 
         Pledge Agreement.

                  "Prime Rate" means the per annum rate of interest established
         from time to time by the Reference Bank as its prime or reference rate,
         which rate may not be the lowest rate of interest charged by the
         Reference Bank to its customers.

                  "Principal Office" means the principal office of the Agent
         presently located at 3 World Financial Center New York, New York 10285
         or such other office and address as the Agent may from time to time
         designate. Payments shall be made to the account specified in the
         Lockbox Agreement or to such other account as the Agent may from time
         to time specify in writing.

                  "Prohibited Countries" means those countries, as determined by
         the Agent from time to time, in which Aircraft may not be operated by
         lessees domiciled in such countries without procuring insurance
         consistent with industry and securitization


<PAGE>   26


                                                                             25



         standards, which countries presently include Afghanistan, Albania,
         Bosnia, Burma, Burundi, Cambodia, Cote d'Ivoire, Croatia, Cuba, Haiti,
         Herzegovina, Iran, Iraq, North Korea, Laos, Lebanon, Libya, Montenegro,
         Nigeria, Rwanda, Serbia, the former Soviet Republics, Syria, Vietnam,
         Yemen, and Zaire.

                  "Purchase Price" with respect to any Aircraft means the actual
         purchase price paid for such Aircraft by the Applicable Borrower,
         together with the estimated out-of-pocket costs to be incurred by such
         Applicable Borrower in such purchase (provided that such estimated
         out-of-pocket costs shall not exceed 1% of such Purchase Price).

                  "Qualified Appraisal" means, with respect to any Financed
         Aircraft, an appraisal of such Aircraft by a Qualified Appraiser, which
         appraisal is prepared in accordance with ISTAT standards and opines as
         to the Fair Market Value of such Aircraft, taking into account the
         actual maintenance status of such Aircraft.

                  "Qualified Appraiser" means any of the following appraisal 
         firms selected and retained by UniCapital and reporting to UniCapital 
         and the Agent:  Aircraft Information Services, Inc., BK Associates, 
         Inc., Morten Beyer, Simat, Helliesen & Eichner, Inc., Airclaims 
         Limited or Avitas, Inc.

                  "Qualified Trustee" means (i) Wilmington Trust Company, First
         Security Bank, National Association, or another bank or trust company
         having a combined capital and surplus of at least One Hundred Million
         Dollars ($100,000,000) or (ii) any other Person acceptable to the
         Agent.

                  "Quarterly Period" means a fiscal quarter of the Borrowers 
         and their Subsidiaries.

                  "Rated Carrier" means any Eligible Carrier identified on
         Exhibit K attached hereto, as such Exhibit may be amended from time to
         time pursuant to Section 7.20.

                  "Rate Hedging Obligations" means any and all obligations of
         any Borrower or any Subsidiary, whether absolute or contingent and
         howsoever and whensoever created, arising, evidenced or acquired
         (including all renewals, extensions and modifications thereof and
         substitutions therefor), under (i) any and all agreements, devices or
         arrangements designed to protect at least one of the parties thereto
         from the fluctuations of interest rates, exchange rates or forward
         rates applicable to such party's assets, liabilities or exchange
         transactions, including, but not limited to, Dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap or collar protection agreements,
         forward rate currency or interest rate options, puts, warrants and
         those commonly known as interest rate "swap" agreements; and (ii) any
         and all cancellations, buybacks, reversals, terminations or assignments
         of any of the foregoing.

                  "Reference Bank" means Citibank, N.A.



<PAGE>   27


                                                                            26



                  "Regulation D" means Regulation D of the Board as the same may
         be amended or supplemented from time to time.

                  "Regulatory Change" means any change effective after the
         Closing Date in United States federal or state laws or regulations
         (including Regulation D and capital adequacy regulations) or foreign
         laws or regulations or the adoption or making after such date of any
         interpretations, directives or requests applying to a class of banks,
         which includes any of the Lenders, under any United States federal or
         state or foreign laws or regulations (whether or not having the force
         of law) by any court or governmental or monetary authority charged with
         the interpretation or administration thereof or compliance by any
         Lender with any request or directive regarding capital adequacy,
         including those relating to "highly leveraged transactions," whether or
         not having the force of law, and whether or not failure to comply
         therewith would be unlawful and whether or not published or proposed
         prior to the date hereof.

                  "Repurchase Agreement" means a repurchase agreement entered
         into with any financial institution whose debt obligations or
         commercial paper are rated "A" by either of S&P or Moody's or "A-1" by
         S&P or "P-1" by Moody's.

                  "Required Lenders" means, as of any date, Lenders on such date
         having Credit Exposures (as defined below) aggregating more than 50% of
         the aggregate Credit Exposures of all the Lenders on such date. For
         purposes of the preceding sentence, the amount of the "Credit Exposure"
         of each Lender shall be equal at all times (a) other than following the
         occurrence and during the continuance of an Event of Default, to the
         amount of its Revolving Credit Commitment; and (b) following the
         occurrence and during the continuance of an Event of Default, to the
         aggregate principal amount of such Lender's Applicable Commitment
         Percentage of Revolving Credit Outstandings; provided that, for the
         purpose of this definition only, if any Lender shall have failed to
         fund its Applicable Commitment Percentage of any Loan, the Revolving
         Credit Commitment of such Lender shall be deemed reduced by the amount
         it so failed to fund for so long as such failure shall continue and
         such Lender's Credit Exposure attributable to such failure shall be
         deemed held by any Lender making more than its Applicable Commitment
         Percentage of such Loan to the extent it covers such failure.

                  "Reserve Requirement" means, at any time, the maximum rate at
         which reserves (including, without limitation, any marginal, special,
         supplemental, or emergency reserves) are required to be maintained
         under regulations issued from time to time by the Board of Governors of
         the Federal Reserve System (or any successor) by member banks of the
         Federal Reserve System against "Eurocurrency liabilities" (as such term
         is used in Regulation D). Without limiting the effect of the foregoing,
         the Reserve Requirement shall reflect any other reserves required to be
         maintained by such member banks with respect to (i) any category of
         liabilities which includes deposits by reference to which the
         Eurodollar Rate is to be determined, or (ii) any category of extensions
         of credit or other assets which include Eurodollar Rate Loans. The
         Eurodollar Rate shall be adjusted automatically on and as of the
         effective date of any change in the Reserve Requirement.



<PAGE>   28


                                                                             27



                  "Revolving Credit Commitment" means, with respect to each
         Lender, the obligation of such Lender to make Revolving Loans to the
         Borrowers up to an aggregate principal amount at any one time
         outstanding equal to such Lender's Applicable Commitment Percentage of
         the Total Revolving Credit Commitment.

                  "Revolving Credit Facility" means the facility described in
         Article II hereof providing for Loans to the Borrowers by the Lenders
         in the aggregate principal amount of the Total Revolving Credit
         Commitment.

                  "Revolving Credit Outstandings" means, as of any date of
         determination, the aggregate principal amount of all Revolving Loans
         then outstanding.

                  "Revolving Credit Termination Date" means the earliest of (i)
         the Stated Termination Date, (ii) the date of termination of Lenders'
         obligations pursuant to Section 9.1 upon the occurrence of an Event of
         Default, or (iii) such date as the Borrowers may voluntarily and
         permanently terminate the Revolving Credit Facility by payment in full
         of all Revolving Credit Outstandings, together with all accrued and
         unpaid interest thereon and reduce the Total Revolving Credit
         Commitment to zero pursuant to Section 2.7.

                  "Revolving Loan" means any borrowing pursuant to a Loan under
         the Revolving Credit Facility in accordance with Article II.

                  "S&P" means Standard & Poor's Ratings Group, a division of 
         McGraw-Hill.

                  "Sabena Portfolio" means the group of Eligible Aircraft listed
         on Exhibit P attached hereto.

                  "Security Agreement" means, collectively (or individually as
         the context may indicate), any Mortgage and Security Agreement
         (substantially in the form of Exhibit J attached hereto) delivered to
         the Agent pursuant to Section 5.2, 5.3 or 2.13, as hereafter modified,
         amended or supplemented from time to time.

                  "Security Instruments" means, collectively, the Pledge
         Agreement, Security Agreement, the Lockbox Agreement and all other
         agreements, instruments and other documents, whether now existing or
         hereafter in effect, pursuant to which any Borrower, any Beneficial
         Owner, any Subsidiary, any Intermediary or any other Person shall grant
         or convey to the Agent or the Lenders a Lien in property as security
         for all or any portion of the Obligations, as any of them may be
         amended, modified or supplemented from time to time.

                  "Servicing Agreement" means the Servicing Agreement of even
         date herewith between the Servicer and the Agent, in substantially the
         form of Exhibit Q attached.

                  "Servicer" means Cauff, Lippman Aviation, Inc.



<PAGE>   29


                                                                             28



                  "Single Employer Plan" means any employee pension benefit plan
         covered by Title IV of ERISA in respect of which any Borrower or any
         Subsidiary is an "employer" as described in Section 4001(b) of ERISA
         and which is not a Multiemployer Plan.

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:

                                  (i) the fair value of its assets (both at fair
                  valuation and at present fair saleable value on an orderly
                  basis) is in excess of the total amount of its liabilities,
                  including Contingent Obligations; and

                                 (ii) it is then able and expects to be able to
                  pay its debts as they mature; and

                                (iii) it has capital sufficient to carry on its
                  business as conducted and as proposed to be conducted.

                  "Stated Termination Date" means the date occurring 12 months
         after the Closing Date, namely October 5, 1999.

                  "Subsidiary" means any corporation or other entity in which
         more than 50% of its outstanding voting stock or more than 50% of all
         equity interests is owned directly or indirectly by one or more
         Guarantors, Borrowers and/or by one or more of any Guarantor's
         Subsidiaries or any Borrower's Subsidiaries. With respect to any
         specified Guarantor or Borrower, the "Subsidiaries" of such Guarantor
         or Borrower shall mean (y) any Subsidiary owned directly or indirectly
         by such Guarantor or Borrower or by any of its Subsidiaries, or (z) any
         trust with respect to which such Guarantor or such Borrower or any of
         its Subsidiaries has a beneficial interest.

                  "Swap Agreement" means one or more agreements between any
         Borrower and any Person with respect to Indebtedness evidenced by any
         or all of the Notes, on terms mutually acceptable to such Borrower and
         such Person, which agreements create Rate Hedging Obligations.

                  "Termination Event" means: (i) a "Reportable Event" described
         in Section 4043 of ERISA and the regulations issued thereunder (unless
         the notice requirement has been waived by applicable regulation); or
         (ii) the withdrawal of any Borrower or any ERISA Affiliate from a
         Pension Plan during a plan year in which it was a "substantial
         employer" as defined in Section 4001(a)(2) of ERISA or was deemed such
         under Section 4068(f) of ERISA; or (iii) the termination of a Pension
         Plan, the filing of a notice of intent to terminate a Pension Plan or
         the treatment of a Pension Plan amendment as a termination under
         Section 4041 of ERISA; or (iv) the institution of proceedings to
         terminate a Pension Plan by the PBGC; or (v) any other event or
         condition which would constitute grounds under Section 4042(a) of ERISA
         for the termination of, or the appointment of a trustee to administer,
         any Pension Plan; or (vi) the partial or complete withdrawal of any
         Borrower or any ERISA Affiliate from a Multiemployer Plan; or (vii) the
         imposition of a


<PAGE>   30


                                                                             29



         Lien pursuant to Section 412 of the Code or Section 302 of ERISA; or
         (viii) any event or condition which results in the reorganization or
         insolvency of a Multiemployer Plan under Section 4241 or Section 4245
         of ERISA, respectively; or (ix) any event or condition which results in
         the termination of a Multiemployer Plan under Section 4041A of ERISA or
         the institution by the PBGC of proceedings to terminate a Multiemployer
         Plan under Section 4042 of ERISA.

                  "Total Revolving Credit Commitment" means a principal amount
         equal to $500,000,000, as reduced from time to time in accordance with
         Section 2.7.

                  "Trust Agreement" means each of the Trust Agreements between a
         Beneficial Owner and a Qualified Trustee.

                  "Trust Estate" means all estate, right, title and interest of
         each Trustee in and to each Aircraft, each lease and all related
         documents and all other property of the Trustee, including, without
         limitation, all amounts of rent, insurance proceeds (other than
         liability insurance proceeds payable to or for the benefit of any
         Borrower, any Beneficial Owner, any Lender or the Agent) and
         requisition, indemnity or other payments or any kind for or with
         respect to each Aircraft.

                  "Trustee" means a Qualified Trustee, solely in its capacity as
         trustee under a Trust Agreement.

                  "Type" shall mean any type of Loan (i.e., a Base Rate Loan or
         a Eurodollar Rate Loan).

                  "UniCapital" means UniCapital Corporation, a Delaware 
         corporation.

                  "UniCapital Registration Statement" means that certain
         Registration Statement of UniCapital on Form S-1, Registration No.
         333-46603, as filed with the Securities and Exchange Commission on
         February 20, 1998, as amended, including all documents incorporated
         therein by reference.

                  "UniCapital Special Purpose Corporation" means any corporation
         (a) that is organized under the laws of any state of the United States
         and has its principal place of business in the United States and (b)
         which is a direct or indirect, wholly-owned Subsidiary of Cauff Lippman
         or NSJ.

                  "UniCapital Subsidiary Trust" means any trust (a) that is
         organized under the laws of a state of the United States and has its
         principal place of business in the United States, (b) whose trustee is
         a Qualified Trustee and (c) in which 100% of all beneficial interests
         are owned directly by a direct or indirect wholly-owned Subsidiary of
         Cauff Lippman or NSJ.

                  "UniCapital Support Agreement" means the Support Agreement
         executed by UniCapital, substantially in the form of Exhibit O.


<PAGE>   31


                                                                            30



                  "U.S. Carrier" means any Eligible Carrier principally located
         in the United States of America.

                  "Voting Stock" means shares of capital stock issued by a
         corporation, or equivalent interests in any other Person, the holders
         of which are ordinarily, in the absence of contingencies, entitled to
         vote for the election of directors (or persons performing similar
         functions) of such Person, even if the right so to vote has been
         suspended by the happening of such a contingency.

                  "Weighted Average Lease Factor" means, as of any date of
         determination, the ratio of (a) one-twelfth of the aggregate amount of
         base rent scheduled to accrued under all Leases of Financed Aircraft
         during the one-year period immediately succeeding such date of
         determination divided by (b) the aggregate Fair Market Value of all
         Financed Aircraft.

                  1.2 Rules of Interpretation. (a) All accounting terms not
specifically defined herein shall have the meanings assigned to such terms and
shall be interpreted in accordance with GAAP applied on a Consistent Basis.

                  (b) Code shall have the meaning given therein unless otherwise
defined herein, except to the extent that the Uniform Commercial Code of another
jurisdiction is controlling, in which case such terms shall have the meaning
given in the Uniform Commercial Code of the applicable jurisdiction.

                  (c) The headings, subheadings and table of contents used
herein or in any other Loan Document are solely for convenience of reference and
shall not constitute a part of any such document or affect the meaning,
construction or effect of any provision thereof.

                  (d) Except as otherwise expressly provided, references herein
to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and
schedules are references to articles, sections, paragraphs, clauses, annexes,
appendices, exhibits and schedules in or to this Agreement.

                  (e) All definitions set forth herein or in any other Loan
Document shall apply to the singular as well as the plural form of such defined
term, and all references to the masculine gender shall include reference to the
feminine or neuter gender, and vice versa, as the context may require.

                  (f) When used herein or in any other Loan Document, words such
as "hereunder", "hereto", "hereof" and "herein" and other words of like import
shall, unless the context clearly indicates to the contrary, refer to the whole
of the applicable document and not to any particular article, section,
subsection, paragraph or clause thereof.

                  (g) References to "including" means including without limiting
the generality of any description preceding such term, and for purposes hereof
the rule of ejusdem generis shall


<PAGE>   32


                                                                             31



not be applicable to limit a general statement, followed by or referable to an
enumeration of specific matters, to matters similar to those specifically
mentioned.

                  (h) All dates and times of day specified herein shall refer to
such dates and times in New York, New York.

                  (i) Each of the parties to the Loan Documents and their
counsel have reviewed and revised, or requested (or had the opportunity to
request) revisions to, the Loan Documents, and any rule of construction that
ambiguities are to be resolved against the drafting party shall be inapplicable
in the construing and interpretation of the Loan Documents and all exhibits,
schedules and appendices thereto.

                  (j) Any reference to an officer of any Borrower or any other
Person by reference to the title of such officer shall be deemed to refer to
each other officer of such Person, however titled, exercising the same or
substantially similar functions.

                  (k) All references to any agreement or document as amended,
modified or supplemented, or words of similar effect, shall mean such document
or agreement, as the case may be, as amended, modified or supplemented from time
to time only as and to the extent permitted therein and in the Loan Documents.


                                   ARTICLE II

                          The Revolving Credit Facility

                  2.1 Revolving Loans. (a) Commitment. Subject to the terms and
conditions of this Agreement, each Lender severally agrees to make Loans to any
of the Borrowers under the Revolving Credit Facility from time to time from the
Closing Date until the Revolving Credit Termination Date on a pro rata basis as
to the total borrowing requested by the applicable Borrower on any day
determined by such Lender's Applicable Commitment Percentage up to but not
exceeding the Revolving Credit Commitment of such Lender, provided, however,
that (A) the proceeds of such Loan shall be used solely to finance or refinance
the purchase by such Borrower of an Eligible Aircraft, and (B) the amount of
such Loan (together with any other Loans relating to such Aircraft) shall not
exceed the Applicable Aircraft Borrowing Base of such Aircraft; and provided,
further, that the Lenders will not be required and shall have no obligation to
make any such Loan (i) so long as a Default or an Event of Default has occurred
and is continuing or (ii) if the Agent has accelerated the maturity of any of
the Notes as a result of an Event of Default; and provided further, that
immediately after giving effect to each such Loan, (X) the amount of Revolving
Credit Outstandings shall not exceed the lesser of the Borrowing Base or the
Total Revolving Credit Commitment and (Y) none of the Concentration Restrictions
shall have been exceeded or otherwise violated. Within such limits, the
Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on
a Business Day from the Closing Date until, but (as to borrowings and
reborrowings) not including, the Revolving Credit Termination Date; provided,
however, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be made
which has an Interest Period that extends beyond the Stated Termination Date and


<PAGE>   33


                                                                            32



(2) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the
provisions of Section 2.7, be repaid only on the last day of the Interest Period
with respect thereto unless such payment is accompanied by the additional
payment, if any, required by Section 4.5.

                  (b) Amounts. Except as otherwise permitted by the Lenders from
time to time, (i) the amount of Revolving Credit Outstandings shall not exceed
at any time the lesser of the Borrowing Base or the Total Revolving Credit
Commitment, and (ii) none of the Concentration Restrictions shall be exceeded;
and, in the event there shall be outstanding any such excess under clause (i) or
(ii), the Borrowers, jointly and severally, shall immediately make such payments
and prepayments as shall be necessary to comply with these restrictions. Each
Revolving Loan hereunder and each Conversion under Section 2.8, shall be in an
amount of at least $1,000,000.

                  (c) Procedures. An Authorized Representative shall give the
Agent (i) at least three (3) Business Days' irrevocable written notice by
telefacsimile transmission of an Interest Rate Selection Notice with appropriate
insertions, effective upon receipt, of each Revolving Loan that is to be
Converted into a Eurodollar Rate Loan prior to 10:30 A.M. and (ii) at least one
(1) Business Day's written notice, revocable only on or before noon the
following Business Day, by telefacsimile transmission of a Borrowing Notice with
appropriate insertions, effective upon receipt, of each Revolving Loan (which
shall be borrowed as a Base Rate Loan) prior to 10:30 A.M. and (iii) at least
one (1) Business Day's irrevocable written notice by telefacsimile transmission
of an Interest Rate Selection Notice with appropriate insertions, effective upon
receipt, of each Revolving Loan that is to be Converted into a Base Rate Loan
prior to 10:30 A.M. Each such notice shall (A) specify the name of the
respective Borrower, the amount of the borrowing, the date of borrowing or
Conversion (as applicable), type of Revolving Loan (Base Rate or Eurodollar
Rate), the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period
to be used in the computation of interest and (B) identify the Financed Aircraft
the acquisition of which is to be financed with the proceeds of the borrowing.
Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as
the case may be, together with the amount of each Lender's portion of a Loan
requested thereunder, shall be provided by the Agent to each Lender by
telefacsimile transmission with reasonable promptness, but (provided the Agent
shall have received such notice by 10:30 A.M.) not later than 1:00 P.M. on the
same day as the Agent's receipt of such notice.

                  (i) Promptly (and, to the extent feasible, not later than 2:00
         P.M.) on the date specified for each borrowing under this Section 2.1,
         each Lender shall, pursuant to the terms and subject to the conditions
         of this Agreement, make the amount of the Loan or Loans to be made by
         it on such day available by wire transfer to the Agent in the amount of
         its pro rata share, determined according to such Lender's Applicable
         Commitment Percentage of the Revolving Loan or Revolving Loans to be
         made on such day. Such wire transfer shall be directed to the Agent at
         the Principal Office and shall be in the form of Dollars constituting
         immediately available funds. The amount so received by the Agent shall,
         subject to the terms and conditions of this Agreement, be made
         available to the applicable Borrower by delivery of the proceeds
         thereof to the Borrowers' Account or otherwise as shall be directed in
         the applicable Borrowing Notice by an Authorized Representative and
         reasonably acceptable to the Agent.


<PAGE>   34


                                                                             33



                  (ii) Each Loan will be made initially as a Base Rate Loan. The
         Borrowers shall have the option to elect the duration of the initial
         and any subsequent Interest Periods and to Convert the Revolving Loans
         in accordance with Section 2.8, provided that any Base Rate Loan must
         be Converted within seven (7) Business Days after the date on which it
         is borrowed into a Eurodollar Rate Loan and may thereafter be Converted
         into a Base Rate Loan only in anticipation of a prepayment of such Loan
         within one week after such Conversion into a Base Rate Loan. Eurodollar
         Rate Loans and Base Rate Loans may be outstanding at the same time,
         provided, however, there shall not be outstanding at any one time
         Eurodollar Rate Loans for any or all of the Borrowers having more than
         six (6) different Interest Periods. If the Agent does not receive an
         Interest Rate Selection Notice giving notice of election of the
         duration of an Interest Period by the time prescribed by Section 2.8,
         the applicable Borrower shall be deemed to have elected for any
         Eurodollar Loan an Interest Period of the duration provided in clause
         (x) of the definition of Interest Period.

                  2.2 Payment of Interest. (a) The Borrowers, jointly and
severally, shall pay interest to the Agent for the account of each Lender on the
outstanding and unpaid principal amount of each Loan made by such Lender for the
period commencing on the date of such Loan until such Loan shall be due at the
then applicable Base Rate for Base Rate Loans or applicable Eurodollar Rate for
Eurodollar Rate Loans, as designated by the Authorized Representative pursuant
to Section 2.1; provided, however, that if any Event of Default shall occur and
be continuing, all amounts outstanding hereunder shall bear interest thereafter
at the Default Rate.

                  (b) Interest on each Loan shall be computed on the basis of a
year of 360 days and calculated in each case for the actual number of days
elapsed. Interest on each Loan shall be paid (x) monthly in arrears on the
fifteenth (15th) calendar day of each calendar month (or, if such day is not
Business Day, on the next succeeding Business Day), (y) upon payment or
prepayment of the principal amount of any Loan or any portion thereof, on the
amount so paid or prepaid and (z) at the Revolving Credit Termination Date.

                  2.3 Payment of Principal. (a) Scheduled Repayments; Voluntary
Prepayments. The principal amount of each Revolving Loan shall be due and
payable to the Agent for the benefit of each Lender in full on the Revolving
Credit Termination Date, or earlier as specifically provided herein. The
Borrower may prepay the outstanding principal amount of any Loan, in whole or in
part, upon one Business Day's notice to the Lender. All such prepayments must be
accompanied by accrued interest up to, and including, the date of such
prepayment and any compensation due under Section 4.5 hereof.

                  (b) Mandatory Prepayments. (i) Upon the sale of any Aircraft
or other asset by any Borrower, or upon the refinancing of any Indebtedness of
any Borrower arising from any Loan hereunder, the Borrowers, jointly and
severally, shall immediately pay to the Agent an amount equal to the net
proceeds of such sale or refinancing, which amount shall be applied by the Agent
to reduce outstanding principal and accrued interest on any Loans made to, or
for the benefit of, such Borrower. If any net proceeds of such sale or
refinancing remain after the repayment in full of all outstanding principal and
accrued interest on such Loans, if no Default or Event of Default exists at the
time, such excess proceeds shall be paid to the Applicable


<PAGE>   35


                                                                             34



Borrower and may be used by such Borrower in its discretion subject to
compliance with the terms of this Agreement and the other Loan Documents.

                  (ii) The Borrowers, jointly and severally, shall be required
to prepay the Loans, upon five Business Days' prior notice, in an amount equal
to any amount by which the aggregate outstanding principal amount of the Loans
exceeds the Borrowing Base. Alternatively, a Borrower may pledge additional
Collateral (valued in a manner reasonably acceptable to the Agent) to increase
the Borrowing Base and avoid such mandatory prepayment.

                  (iii) The Borrowers, jointly and severally, shall be required
to prepay the Loan relating to a Financed Aircraft, upon five Business Days'
prior notice, in an amount equal to any amount by which the estimated
out-of-pocket costs incurred by the Applicable Borrower in acquiring such
Financed Aircraft that were included in such Loan exceed the actual amount of
such expenses.

                  (iv) The Borrowers, jointly and severally, shall be required
to prepay the Loans upon the occurrence of an Event of Loss as, and on the date,
required by Section 3.8(b) of the Security Agreement.

                  (v) The Borrowers, jointly and severally, shall be required to
prepay the Loans in the amount distributed for that purpose under Section 5.1 of
the Lockbox Agreement.

                  2.4 Manner of Payment. Each payment of principal (including
any prepayment) and payment of interest and fees, and any other amount required
to be paid to the Lenders with respect to the Loans, shall be made to the Agent
at the Principal Office, for the account of each Lender, in Dollars and in
immediately available funds without setoff, deduction or counterclaim before
12:30 P.M. on the date such payment is due.

                  (i) The Agent shall deem any payment made by or on behalf of
         any Borrower hereunder that is not made both in Dollars and in
         immediately available funds and prior to 12:30 P.M. to be a
         non-conforming payment. Any such payment shall not be deemed to be
         received by the Agent until the time such funds become available funds.
         Any non-conforming payment may constitute or become a Default or Event
         of Default. Interest shall continue to accrue on any principal as to
         which a non-conforming payment is made until the later of (x) the date
         such funds become available funds or (y) the next Business Day at the
         Default Rate from the date such amount was due and payable.

                  (ii) In the event that any payment hereunder or under the
         Notes becomes due and payable on a day other than a Business Day, then
         such due date shall be extended to the next succeeding Business Day
         unless provided otherwise under clause (ii) of the definition of
         "Interest Period"; provided that interest shall continue to accrue
         during the period of any such extension and provided further, that in
         no event shall any such due date be extended beyond the Revolving
         Credit Termination Date.

                  (iii) Any payment or prepayment of any principal or interest
         on any Loan hereunder shall be accompanied by a certificate signed by
         an Authorized Representative


<PAGE>   36


                                                                             35



         and delivered to the Agent, which certificate shall identify such Loan,
         the amount of principal and interest paid thereon, and the Borrower to
         whom, or for whose benefit, such Loan was originally advanced.

                  2.5 Notes. Revolving Loans made by each Lender shall be
evidenced by the Note payable to the order of such Lender in the respective
amount of its Applicable Commitment Percentage of the Revolving Credit
Commitment, which Revolving Note shall be dated the Closing Date or a later date
pursuant to an Assignment and Acceptance and shall be duly completed, executed
and delivered by the Borrowers.

                  2.6 Pro Rata Payments. Except as otherwise provided herein,
(a) each payment on account of the principal of and interest on the Loans and
the fees described in Section 2.10 shall be made to the Agent for the account of
the Lenders pro rata based on their Applicable Commitment Percentages, (b) all
payments to be made by any Borrower for the account of each of the Lenders on
account of principal, interest and fees, shall be made without diminution,
setoff, recoupment or counterclaim, and (c) the Agent will promptly distribute
to the Lenders in immediately available funds payments received in fully
collected, immediately available funds from any Borrower.

                  2.7 Reductions. The Borrowers shall, by notice from an
Authorized Representative, have the right from time to time but not more
frequently than once each calendar month, upon not less than three (3) Business
Days' written notice to the Agent, effective upon receipt, to reduce the Total
Revolving Credit Commitment. The Agent shall give each Lender, within one (1)
Business Day of receipt of such notice, telefacsimile notice, or telephonic
notice (confirmed in writing), of such reduction. Each such reduction shall be
in the aggregate amount of $5,000,000 or such greater amount which is in an
integral multiple of $1,000,000, or the entire remaining Total Revolving Credit
Commitment, and shall permanently reduce the Total Revolving Credit Commitment.
Each reduction of the Total Revolving Credit Commitment shall be accompanied by
payment of the Revolving Loans to the extent that the principal amount of
Revolving Credit Outstandings exceeds the Total Revolving Credit Commitment
after giving effect to such reduction, together with accrued and unpaid interest
on the amounts prepaid. No such reduction shall result in the payment of any
Eurodollar Rate Loan other than on the last day of the Interest Period of such
Eurodollar Rate Loan unless such prepayment is accompanied by amounts due, if
any, under Section 4.5.

                  2.8 Conversions and Elections of Subsequent Interest Periods.
Subject to the limitations set forth below and in Article IV, the Borrowers 
may:

                  (a) upon delivery, effective upon receipt, of a properly
         completed Interest Rate Selection Notice to the Agent on or before
         10:30 A.M. on any Business Day, Convert all or a part of Eurodollar
         Rate Loans to Base Rate Loans on the last day of the Interest Period
         for such Eurodollar Rate Loans; provided, that a Conversion of
         Eurodollar Rate Loans into Base Rate Loans shall be made by Borrower
         only in anticipation of a prepayment of such Base Rate Loans within one
         week after such Conversion; and



<PAGE>   37


                                                                             36



                  (b) provided that no Default or Event of Default shall have
         occurred and be continuing and upon delivery, effective upon receipt,
         of a properly completed Interest Rate Selection Notice to the Agent on
         or before 10:30 A.M. three (3) Business Days' prior to the date of such
         election or Conversion:

                                  (i) elect a subsequent Interest Period for all
                  or a portion of Eurodollar Rate Loans to begin on the last day
                  of the then current Interest Period for such Eurodollar Rate
                  Loans; and

                                 (ii) Convert Base Rate Loans to Eurodollar Rate
                  Loans on any Business Day (and shall so Convert any Base Rate
                  Loan to a Eurodollar Rate Loan within one week after the
                  borrowing date therefor).

                  Each election and Conversion pursuant to this Section 2.8
shall be subject to the limitations on Eurodollar Rate Loans set forth in the
definition of "Interest Period" herein and in Sections 2.1, 2.3 and Article IV.
The Agent shall give written notice to each Lender of such notice of election or
Conversion prior to 3:00 P.M. on the day such notice of election or Conversion
is received. All such Continuations or Conversions of Loans shall be effected
pro rata based on the Applicable Commitment Percentages of the Lenders.

                  2.9 Increase and Decrease in Amounts. The amount of the Total
Revolving Credit Commitment which shall be available to the Borrowers as Loans
shall be reduced by the aggregate amount of Revolving Credit Outstandings.

                  2.10 Fees. Borrower shall pay the fees specified in the Fee
Letter on the dates specified therein.

                  2.11 Deficiency Advances. No Lender shall be responsible for
any default of any other Lender in respect to such other Lender's obligation to
make any Loan hereunder nor shall the Revolving Credit Commitment of any Lender
hereunder be increased as a result of such default of any other Lender. Without
limiting the generality of the foregoing, in the event any Lender shall fail to
advance funds to any Borrower as herein provided, the Agent may in its
discretion, but shall not be obligated to, advance under the applicable Note in
its favor as a Lender all or any portion of such amount or amounts (each, a
"deficiency advance") and shall thereafter be entitled to payments of principal
of and interest on such deficiency advance in the same manner and at the same
interest rate or rates to which such other Lender would have been entitled had
it made such Loan under its Note; provided that, (i) such defaulting Lender
shall not be entitled to receive payments of principal, interest or fees with
respect to such deficiency advance until such deficiency advance shall be paid
by such Lender and (ii) upon payment to the Agent from such other Lender of the
entire outstanding amount of each such deficiency advance, together with accrued
and unpaid interest thereon, from the most recent date or dates interest was
paid to the Agent by a Borrower on each Loan comprising the deficiency advance
at the interest rate per annum for overnight borrowing by the Agent from the
Federal Reserve Bank, then such payment shall be credited against the applicable
Note of the Agent in full payment of such deficiency advance and such Borrower
shall be deemed to have borrowed the amount of such



<PAGE>   38


                                                                             37



deficiency advance from such other Lender as of the most recent date or dates,
as the case may be, upon which any payments of interest were made by such
Borrower thereon.

                  2.12 Use of Proceeds. The proceeds of each Loan made pursuant
to the Revolving Credit Facility hereunder shall be used by the Applicable
Borrower to finance or to refinance the purchase by such Borrower of an Eligible
Aircraft.

                  2.13 Designation of Borrowing Affiliate; Releases. (a) An
Authorized Representative may from time to time designate any UniCapital
Subsidiary Trust or UniCapital Special Purpose Corporation which has not joined
in the execution of this Agreement as a "Borrowing Affiliate" hereunder by
causing such UniCapital Subsidiary Trust or UniCapital Special Purpose
Corporation to execute and deliver a duly completed Assumption Letter (in the
form attached hereto as Exhibit R) to the Agent with the written acknowledgment
of the Borrowers and the Agent at the foot thereof, together with (a) Facility
Guaranties executed by each Beneficial Owner of any such UniCapital Subsidiary
Trust, by each Subsidiary of any such Beneficial Owner (other than such
UniCapital Subsidiary Trust), by each Subsidiary of such UniCapital Subsidiary
Trust or of such UniCapital Special Purpose Corporation, and by the Applicable
Intermediary (if any), (b) Security Agreements signed by such UniCapital
Subsidiary Trust or UniCapital Special Purpose Corporation, by each Beneficial
Owner of any such UniCapital Subsidiary Trust, by each Subsidiary of any such
Beneficial Owner, by each Subsidiary of such UniCapital Subsidiary Trust or
UniCapital Special Purpose Corporation, and by the Applicable Intermediary (if
any), (c) Pledge Agreements signed by the respective Beneficial Owners and other
owners, granting a security interest in the Pledged Interests in such UniCapital
Subsidiary Trust or UniCapital Special Purpose Corporation, in any Subsidiary
thereof, in any Beneficial Owner and in any Subsidiary thereof, and in the
Applicable Intermediary (if any), and (d) all additional documents required
under such Assumption Letter. Upon such execution, delivery and consent, such
UniCapital Subsidiary Trust or UniCapital Special Purpose Corporation (as the
case may be) shall for all purposes be a party hereto as a Borrower as fully as
if it had executed and delivered this Agreement.

                  (b) So long as (w) all Loans made to or on behalf of any
Borrower, together with all accrued interest on such Loans, have been paid in
full, (x) all other outstanding Obligations of such Borrower (except Obligations
to pay principal and interest on Loans other than those Loans described in
clause (w)) have been paid in full, (y) no Default or Event of Default has
occurred and will be continuing after giving effect to such termination, and (z)
any prepayment required under Section 2.3(b) has been made, then such Borrower
may, by not less than fourteen (14) days prior notice to the Agent (which shall
promptly notify the Lenders thereof), (i) terminate its status as a "Borrowing
Affiliate" and "Borrower" hereunder and under the other Loan Documents, and (ii)
(with respect to any Beneficial Owner of such Borrower) unless such Person also
holds a beneficial interest in any other Borrower, to terminate the status of
such Person and any other Subsidiary of such Person as a "Guarantor" hereunder
and under the other Loan Documents, and (iii) to terminate the status of the
Applicable Intermediary (if any) and any other Subsidiary of such Borrower as a
"Guarantor" hereunder and under the other Loan Documents. Upon such terminations
(provided the conditions to such terminations are satisfied), the Agent shall
take all actions reasonably requested by such Borrower (A) to release the Liens
of the Agent on all Aircraft and other Collateral owned by such Borrower and its
Subsidiaries




<PAGE>   39


                                                                            38



(including the Applicable Intermediary, if any) and to release such Borrower and
such Subsidiaries from all of their respective obligations under the Loan
Documents (including without limitation a written release to such effect), (B)
unless such Beneficial Owner also holds a beneficial interest in any other
Borrower, to release the Liens of the Agent on all Collateral owned by such
Beneficial Owner and its other Subsidiaries and to release such Beneficial Owner
and such other Subsidiaries from all of their respective obligations under the
Loan Documents (including without limitation a written release to such effect),
(C) to release the Lien of the Agent with respect to any Pledged Interests in
such Borrower, its Subsidiaries and the Applicable Intermediary, and (D) (unless
such Beneficiary Owner also holds a beneficial interest in any other Borrower)
to release the Lien of the Agent with respect to any Pledged Interests in such
Beneficial Owner. For the purposes of this Section 2.13, the Initial Borrower
shall not be deemed to be a "Borrowing Affiliate." Any provision of this Section
2.13 or any other provision of any Loan Document notwithstanding, in no event
shall UniCapital be released from its obligations to pay indemnification to, or
reimburse any costs or expenses of, the Agent or any Lender (including without
limitation the obligations under Article IV and Sections 4.6, 7.15, 11.5 and
11.9), which agreements and obligations shall survive any release or termination
of any Credit Party pursuant to this Section 2.12.

                  2.14 Joint and Several Liability. Each Borrower (including
without limitation the Initial Borrower and each Borrowing Affiliate) agrees and
acknowledges that the Obligations constitute and will constitute joint and
several obligations and liabilities of the Borrowers; provided, however, that
anything herein or in any other Loan Document to the contrary notwithstanding,
the maximum liability of each Borrower with respect to the joint and several
liability under this Section 2.14 shall in no event exceed the amount which can
be guaranteed by such Borrower under applicable federal and state laws relating
to the insolvency of debtors. Each Borrower further agrees and acknowledges that
all actions taken, elections made and notices and certificates furnished or
received by it under or pursuant to the Loan Documents shall constitute the
action, election, notice or certification of all of the Borrowers under the Loan
Documents, and that each Authorized Representative shall have full authority to
act for and on behalf of all of the Borrowers for all purposes of the Loan
Documents. Each Borrower agrees that the joint and several liability of the
Borrowers shall not be impaired or affected by any modification, supplement,
extension or amendment of any contract or agreement to which the parties thereto
may hereafter agree, nor by any modification, release or other alteration of any
of the rights of the Agent or any Lender with respect to the Collateral other
than as provided in Section 2.13(b) hereof, nor by any delay, extension of time,
renewal, compromise or other indulgence granted by the Agent, any Lender or any
other Person with respect to any of the Obligations, nor by any other agreements
or arrangements whatever with any other Borrower or with anyone else, each
Borrower hereby waiving all notice of any such delay, extension, release,
substitution, renewal, compromise or any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consenting to
be bound thereby as fully and effectually as if it had expressly agreed thereto
in advance. The liability of each Borrower hereunder is direct and unconditional
as to all of the Obligations hereunder, and may be enforced without requiring
the Agent, any Lender or any other Person first to resort to any other right,
remedy or security; no Borrower shall have any right of subrogation,
reimbursement or indemnity whatsoever, nor any right of recourse to security for
indemnity whatsoever, nor any right of recourse to security for any of the
Obligations hereunder, unless and until all of said


<PAGE>   40


                                                                            39



Obligations have been paid in full; except as provided in Section 2.13(b) hereof
and subject to the proviso to the first sentence of this Section 2.14, nothing
shall discharge or satisfy the liability of any Borrower hereunder except the
full payment and performance of all of the Obligations; any and all present and
future debts and obligations of each Borrower to the other Borrowers are hereby
waived and postponed in favor of and subordinated to the full payment and
performance of all present and future Obligations of the Borrowers to the Agent,
the Lenders and any other Person.

                  2.15 Eligible Lease Involving Eligible Intermediary. In lieu
of leasing a Financed Aircraft directly to an Eligible Carrier, a Borrower may
lease such Financed Aircraft directly to an Eligible Intermediary pursuant to an
Eligible Lease described in clause (X) of the proviso to the definition of
"Eligible Lease"; provided that

                  (a) such Eligible Intermediary simultaneously subleases such
         Aircraft to an Eligible Carrier pursuant to an Eligible Lease described
         in clause (Y) of the proviso to the definition of "Eligible Lease" that
         is expressly stated to be subject and subordinate to the Borrower's
         Lease and such sublease is pledged as collateral security for the
         Obligations; provided that such Eligible Carrier is not a U.S. Carrier;

                  (b) in the case of any Loan with respect to such Aircraft, all
         Loan conditions that pertain to any Eligible Lease or other Lease by a
         Borrower of such Aircraft (including without limitation requirements
         concerning the perfection of Liens on Collateral, and delivery of
         originals of Leases and Lessee Estoppel Certificates) shall be
         satisfied with respect to each such Lease to or by the Applicable
         Intermediary;

                  (c) all provisions of any Loan Document that pertain to any
         Eligible Lease or other Lease by a Borrower of such Aircraft shall
         apply to each such Lease to or by the Applicable Intermediary; and

                  (d) the lease/sublease structure shall not result in adverse
         tax or other consequences to the Agent or any Lender which have not
         been indemnified or otherwise addressed to the reasonable satisfaction
         of the Agent.


                                   ARTICLE III

                                    Security

                  3.1 Security. As security for the full and timely payment and
performance of all Obligations, the Credit Parties shall on or before the date
of the initial Loan do or cause to be done all things necessary in the opinion
of the Agent and its counsel to grant to the Agent for the benefit of the
Lenders a duly perfected first priority security interest under all applicable
laws (including without limitation under the FAA Act (in the case of an Aircraft
registered in the United States), or any Applicable Foreign Aviation Laws (in
the case of any other Aircraft)) in all Collateral subject to no prior Lien or
other encumbrance (that, in each case, has not previously been satisfied in
full) or restriction on transfer (other than Permitted Liens and restrictions on


<PAGE>   41


                                                                             40



transfer imposed by applicable laws or referred to in Schedule 6.7); provided,
however, that to the extent that a duly perfected, first priority Lien and
security interest on such Aircraft is not possible, or is impractical
(commercially or otherwise), then with the Agent's consent (which consent shall
not be unreasonably withheld), the Security Agreement with respect to such
Aircraft shall not be required or shall be modified to provide such Lien, such
priority and such perfection, if any, as shall not be impossible or impractical
(commercially or otherwise)

                  3.2 Further Assurances. At the request of the Agent, each
Borrower will, or will cause other Credit Parties (as the case may be), to,
execute, by its duly authorized officers, alone or with the Agent, any
certificate, instrument, statement or document, or to procure any such
certificate, instrument, statement or document, or to take such other action
(and pay all connected costs) which the Agent reasonably deems necessary from
time to time to create, continue or preserve the liens and security interests in
Collateral (and the perfection and priority thereof) of the Agent contemplated
hereby and by the other Loan Documents and specifically including all Collateral
acquired by any Borrower or any Guarantor or any other Credit Party after the
Closing Date.

                  3.3 Information Regarding Collateral. Each Borrower
represents, warrants and covenants that (i) the chief executive office of each
Borrower and each other Person providing Collateral pursuant to a Security
Instrument (each, a "Grantor") at the Closing Date is located at the address or
addresses specified on Schedule 3.3, and (ii) Schedule 3.3 contains a true and
complete list of (a) the name and address of each Grantor and of each other
Person that has effected any merger or consolidation with a Grantor or
contributed or transferred to a Grantor any property constituting Collateral at
any time since January 1, 1997 (excluding Persons making sales in the ordinary
course of their businesses to a Grantor of property constituting inventory in
the hands of such seller), (b) each location of the chief executive office and
principal place of business of each Grantor at any time since January 1, 1997,
(c) each location in which goods constituting Collateral (other than Aircraft)
are or have been located since January 1, 1997, (d) the country of registration
(if applicable) of each Aircraft; and (e) each trade name used by any Grantor
since January 1, 1997 and the purposes for which it was used. No Borrower shall
change, or permit any other Grantor to change, the location of its chief
executive office or principal place of business or any location specified in
clause (c) of the immediately preceding sentence, or use or permit any other
Grantor to use, any additional trade style, except upon giving not less than
thirty (30) days' prior written notice to the Agent and taking or causing to be
taken all such action at the Borrowers' or such other Grantor's expense as may
be reasonably requested by the Agent to perfect or maintain the perfection of
the Lien of the Agent in Collateral.

                  3.4 Quiet Enjoyment. The Agent and each Lender hereby agree
that, so long as no Lease Event of Default shall have occurred and be continuing
under an Eligible Lease, it will not interfere with the quiet enjoyment of the
possession and use of the Aircraft by the Applicable Carrier during the term of
such Eligible Lease and it will (subject to any requirements or restrictions
imposed by applicable law) dispose of its interest in the Eligible Aircraft
leased under such Eligible Lease expressly subject to such Eligible Lease and on
terms such that the purchaser provides a similar right of quiet enjoyment to
such Applicable Carrier. Upon the request of any Borrower, the Agent (on behalf
of itself and the Lenders) will confirm the immediately preceding sentence in
writing to any Applicable Carrier.



<PAGE>   42


                                                                            41





                                   ARTICLE IV

                             Change in Circumstances

                  4.1 Increased Cost and Reduced Return. (a) If, after the date
hereof, the adoption of any applicable law, rule, or regulation, or any change
in any applicable law, rule, or regulation, or any change in the interpretation
or administration thereof by any governmental authority, central bank, or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such governmental
authority, central bank, or comparable agency issued after the date hereof:

                         (i) shall subject such Lender (or its Applicable
         Lending Office) to any tax, duty, or other charge with respect to any
         Eurodollar Rate Loans, its Note, or its obligation to make Eurodollar
         Rate Loans, or change the basis of taxation of any amounts payable to
         such Lender (or its Applicable Lending Office) under this Agreement or
         its Note in respect of any Eurodollar Rate Loans (other than taxes
         covered by Section 4.6 and changes in the rate of tax imposed on the
         overall net income of such Lender by the jurisdiction in which such
         Lender has its principal office or such Applicable Lending Office);

                        (ii) shall impose, modify, or deem applicable any
         reserve, special deposit, assessment, compulsory loan, or similar
         requirement (other than the Reserve Requirement utilized in the
         determination of the Eurodollar Rate) relating to any extensions of
         credit or other assets of, or any deposits with or other liabilities or
         commitments of, such Lender (or its Applicable Lending Office),
         including the Revolving Credit Commitment of such Lender hereunder; or

                       (iii) shall impose on such Lender (or its Applicable
         Lending Office) or on the London interbank market any other condition
         affecting this Agreement or its Loans or any of such extensions of
         credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Loans or to reduce any sum received or receivable by such Lender
(or its Applicable Lending Office) under this Agreement or its Note with respect
to any Eurodollar Rate Loans, then UniCapital and the Borrowers, jointly and
severally, shall pay to such Lender on demand such amount or amounts as will
compensate such Lender for such increased cost or reduction, provided that in
determining such costs, no Lender shall treat the Borrowers less favorably than
other borrowers of similar size and circumstances. If any Lender requests
compensation by UniCapital or any Borrower under this Section 4.1(a), the
Borrowers may, by notice to such Lender (with a copy to the Agent), suspend the
obligation of such Lender to make or Continue Loans of the Type with respect to
which such compensation is requested, or to Convert Loans of any other Type into
Loans of such Type, until the event or condition giving rise to such request
ceases to be in effect


<PAGE>   43


                                                                            42




(in which case the provisions of Section 4.4 shall be applicable); provided that
such suspension shall not affect the right of such Lender to receive the
compensation so requested.

         (b) If, after the date hereof, any Lender shall have determined that
the adoption of any applicable law, rule, or regulation regarding capital
adequacy or any change therein or in the interpretation or administration
thereof by any governmental authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or 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 issued after
the date hereof, has or would have the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder to a level below that which
such Lender or such corporation could have achieved but for such adoption,
change, request, or directive (taking into consideration its policies with
respect to capital adequacy), then from time to time upon demand UniCapital and
the Borrowers, jointly and severally, shall pay to such Lender such additional
amount or amounts as will compensate such Lender for such reduction.

         (c) Each Lender shall promptly notify UniCapital, the Borrowers and the
Agent of any event of which it has knowledge occurring after the date hereof,
which will entitle a Lender to compensation pursuant to this Section 4.1, and
such Lender shall, upon written request by UniCapital or any Borrower, designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section 4.1 shall furnish to the Borrowers and the Agent
a statement setting forth the additional amount or amounts to be paid to it
hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

                  4.2 Limitation on Types of Loans. If on or prior to the first
day of any Interest Period for any Eurodollar Rate Loan:

                  (a) the Agent determines (which determination shall be
         conclusive) that by reason of circumstances affecting the relevant
         market, adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate for such Interest Period; or

                  (b) the Required Lenders determine (which determination shall
         be conclusive) and notify the Agent that the Eurodollar Rate will not
         adequately and fairly reflect the cost to the Lenders of funding
         Eurodollar Rate Loans for such Interest Period;

then the Agent shall give the Borrowers prompt notice thereof specifying the
relevant Type of Loans and the relevant amounts or periods, and so long as such
condition remains in effect, the Lenders shall be under no obligation to make
additional Loans of such Type, Continue Loans of such Type or to Convert Loans
of any other Type into Loans of such Type, and the Borrowers shall, jointly and
severally, on the last day(s) of the then current Interest Period(s) for the
outstanding Loans of the affected Type, either prepay such Loans or Convert such
Loans into Base Rate Loans in accordance with the terms of this Agreement.


<PAGE>   44


                                                                             43




                  4.3 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Loans
hereunder, then such Lender shall promptly notify the Borrowers thereof and such
Lender's obligation to make or Continue Eurodollar Rate Loans and to Convert
other Types of Loans into Eurodollar Rate Loans shall be suspended until such
time as such Lender may again make, maintain, and fund Eurodollar Rate Loans (in
which case the provisions of Section 4.4 shall be applicable).

                  4.4 Treatment of Affected Loans. If the obligation of any
Lender to make a Eurodollar Rate Loan or to Continue, or to Convert Loans of any
other Type into, Loans of a particular Type shall be suspended pursuant to
Section 4.1 or 4.3 hereof (Loans of such Type being herein called "Affected
Loans" and such Type being herein called the "Affected Type"), such Lender's
Affected Loans shall be automatically Converted into Base Rate Loans on the last
day(s) of the then current Interest Period(s) for Affected Loans (or, in the
case of a Conversion required by Section 4.3 hereof, on such earlier date as
such Lender may specify to the Borrowers with a copy to the Agent) and, unless
and until such Lender gives notice as provided below that the circumstances
specified in Section 4.1 or 4.3 hereof that gave rise to such Conversion no
longer exist:

                  (a) to the extent that such Lender's Affected Loans have been
         so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Affected Loans shall be applied
         instead to its Base Rate Loans; and

                  (b) all Loans that would otherwise be made or Continued by
         such Lender as Loans of the Affected Type shall be made or Continued
         instead as Base Rate Loans, and all Loans of such Lender that would
         otherwise be Converted into Loans of the Affected Type shall be
         Converted instead into (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrowers (with a copy to the Agent) that the
circumstances specified in Section 4.1 or 4.3 hereof that gave rise to the
Conversion of such Lender's Affected Loans pursuant to this Section 4.4 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Loans of the Affected Type, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding Loans of the
Affected Type and by such Lender are held pro rata (as to principal amounts,
Types, and Interest Periods) in accordance with their respective Revolving
Credit Commitments.

                  4.5 Compensation. Upon the request of any Lender, UniCapital
and the Borrowers, jointly and severally, shall pay to such Lender such amount
or amounts as shall be sufficient (in the reasonable opinion of such Lender) to
compensate it for any loss, cost, or expense incurred by it as a result of:


<PAGE>   45


                                                                             44



                  (a) any payment, prepayment, or Conversion of a Eurodollar
         Rate Loan for any reason (including, without limitation, the
         acceleration of the Loans pursuant to Section 9.1) on a date other than
         the last day of the Interest Period for such Loan; or

                  (b) any failure by any Borrower for any reason (including,
         without limitation, the failure of any condition precedent specified in
         Article V to be satisfied) to borrow, Convert, Continue, or prepay a
         Eurodollar Rate Loan on the date for such borrowing, Conversion,
         Continuation, or prepayment specified in the relevant notice of
         borrowing, prepayment, Continuation, or Conversion under this
         Agreement.

                  4.6 Taxes. (a) Any and all payments by any Borrower to or for
the account of any Lender or the Agent hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any and all
taxes, duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, adopted after the date hereof, excluding, in
the case of each Lender and the Agent, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction under the laws of which such
Lender (or its Applicable Lending Office) or the Agent (as the case may be) is
organized or any political subdivision thereof (all such non-excluded taxes,
duties, levies, imposts, deductions, charges, withholdings, and liabilities
being hereinafter referred to as "Taxes"). If any Borrower shall be required by
law to deduct any Taxes adopted after the date hereof from or in respect of any
sum payable under this Agreement or any other Loan Document to any Lender or the
Agent, (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 4.6) such Lender or the Agent receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Borrower shall make such deductions, (iii) such Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law, and (iv) such Borrower shall furnish to the
Agent, at its address referred to in Section 11.2, the original or a certified
copy of a receipt evidencing payment thereof.

                  (b) In addition, UniCapital and the Borrowers agree, jointly
and severally, to pay any and all present or future stamp or documentary taxes
and any other excise or property taxes or charges or similar levies which arise
from any payment made under this Agreement or any other Loan Document or from
the execution or delivery of, or otherwise with respect to, this Agreement or
any other Loan Document (hereinafter referred to as "Other Taxes").

                  (c) UniCapital and the Borrowers agree, jointly and severally,
to indemnify each Lender and the Agent for the full amount of Taxes and Other
Taxes (including, without limitation, any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this Section 4.6) paid by
such Lender or the Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

                  (d) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Lender listed on the signature pages
hereof and on or prior to the date on which it becomes a Lender in the case of
each other Lender, and from time to time thereafter if requested in writing by
any Borrower or the Agent (unless such failure is due to a change in treaty, law
or regulation


<PAGE>   46


                                                                             45



occurring subsequent to the date on which a form originally was required to be
provided), shall provide the Borrowers and the Agent with (i) Internal Revenue
Service Form 1001 or 4224, as appropriate, or any successor form prescribed by
the Internal Revenue Service, certifying that such Lender is entitled to
benefits under an income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest or certifying that
the income receivable pursuant to this Agreement is effectively connected with
the conduct of a trade or business in the United States and (ii) Internal
Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service.

                  (e) For any period with respect to which a Lender has failed
to provide the Borrowers and the Agent with the appropriate form pursuant to
Section 4.6(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 4.6(a) or 4.6(b) with respect to United States withholding taxes;
provided, however, that should a Lender, which is otherwise exempt from or
subject to a reduced rate of withholding tax, become subject to Taxes because of
its failure to deliver a form required hereunder, each Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.

                  (f) If UniCapital or any Borrower is required to pay
additional amounts to or for the account of any Lender pursuant to this Section
4.6, then such Lender will agree to use reasonable efforts to change the
jurisdiction of its Applicable Lending Office so as to eliminate or reduce any
such additional payment which may thereafter accrue if such change, in the sole
judgment of such Lender, is not otherwise disadvantageous to such Lender.

                  (g) Within thirty (30) days after the date of any payment of
Taxes, UniCapital or the applicable Borrower shall furnish to the Agent the
original or a certified copy of a receipt evidencing such payment.

                  (h) Without prejudice to the survival of any other agreement
of UniCapital or any Borrower hereunder, the agreements and obligations of
UniCapital and each Borrower contained in this Section 4.6 shall survive the
termination of the Revolving Credit Commitments and the payment in full of the
Loans.

                  (i) UniCapital has executed this Credit Agreement to indicate
its agreement to be bound by the terms of this Article IV, Sections 2.13, 7.15,
11.5 and 11.9, and any other provision of this Agreement that is applicable to
UniCapital.


                                    ARTICLE V

                           Conditions to Making Loans

                  5.1 Conditions of Closing. The obligation of the Lenders to
make the Revolving Credit Facility available to any Borrower is subject to the
conditions precedent that:



<PAGE>   47


                                                                             46



                  (a) the Agent shall have received on the Closing Date, in form
         and substance satisfactory to the Agent and Lenders, the following:

                           (i) executed originals of each of this Agreement, the
                  Notes, the initial Facility Guaranties, the initial Security
                  Instruments (but not a Security Agreement or Lockbox Agreement
                  unless Loans are to be made to the Initial Borrower), the
                  UniCapital Support Agreement and the other Loan Documents,
                  together with all schedules and exhibits thereto;

                           (ii) the favorable written opinion or opinions with
                  respect to the Loan Documents and the transactions
                  contemplated thereby of special counsel to the Credit Parties
                  dated the Closing Date, addressed to the Agent (on behalf of
                  itself and the Lenders), substantially in the form of Exhibit
                  G-1 or otherwise reasonably satisfactory to special counsel to
                  the Agent;

                           (iii) resolutions of the boards of directors or other
                  appropriate governing body (or of the appropriate committee
                  thereof) of UniCapital and each Credit Party (or, in the case
                  of a Credit Party that is a trust, resolutions of the
                  appropriate board or committee of each trustee thereof)
                  certified by its secretary or assistant secretary as of the
                  Closing Date, approving and adopting the Loan Documents to be
                  executed by such Person, and authorizing the execution and
                  delivery thereof;

                           (iv) specimen signatures of officers of UniCapital
                  and each of the Credit Parties executing the Loan Documents on
                  behalf of UniCapital or such Credit Party, certified by the
                  secretary or assistant secretary of UniCapital or such Credit
                  Party;

                           (v) the Organizational Documents of UniCapital and
                  each of the Credit Parties and each of the trustees for each
                  UniCapital Subsidiary Trust certified as of a recent date by
                  the Secretary of State or comparable official of its
                  jurisdiction of organization (provided that the trust
                  agreement of a UniCapital Subsidiary Trust may be certified by
                  the secretary or assistant secretary of its Beneficial Owner);

                           (vi) Operating Documents of UniCapital and each of
                  the Credit Parties and each of the trustees for each
                  UniCapital Subsidiary Trust certified as of the Closing Date
                  as true and correct by its secretary or assistant secretary;

                           (vii) certificates issued as of a recent date by the
                  Secretaries of State or comparable officials of the respective
                  jurisdictions of formation of UniCapital and each of the
                  Credit Parties (excluding UniCapital Subsidiary Trusts, but
                  including each trustee thereof) as to the due existence and
                  good standing of such Person;

                           (viii) appropriate certificates of qualification to
                  do business, good standing and, where appropriate, authority
                  to conduct business under assumed name, issued in respect of
                  UniCapital and each of the Credit Parties (excluding


<PAGE>   48


                                                                             47



                  UniCapital Subsidiary Trusts, but including each trustee
                  thereof) as of a recent date by the Secretary of State or
                  comparable official of each jurisdiction in which the failure
                  to be qualified to do business or authorized so to conduct
                  business could have a Material Adverse Effect;

                           (ix) notice of appointment of the initial Authorized
                  Representative(s);

                           (x) fully-executed Uniform Commercial Code financing
                  statements appropriate for filing in all places required by
                  applicable law to perfect the Liens of the Agent under the
                  Security Instruments as a first priority Lien as to items of
                  Collateral in which a security interest may be perfected by
                  the filing of financing statements, and such other documents
                  and/or evidence of other actions as may be necessary under
                  applicable law to perfect the Liens of the Agent under the
                  Security Instruments as a first priority Lien in and to such
                  other Collateral as the Agent may require, including without
                  limitation:

                                    (1) the delivery by the Borrowers of all
                           stock certificates and other certificates, if any,
                           evidencing ownership of any Pledged Interests,
                           accompanied in each case by duly executed stock or
                           transfer powers (or other appropriate transfer
                           documents) in blank affixed thereto; and

                                    (2) the delivery by the Borrowers of
                           "control agreements" that have been executed by the
                           respective issuers (and consented to by the
                           respective Credit Parties) with respect to any
                           uncertificated Pledged Interests; and

                           (xi) evidence that all fees payable by the Borrowers
                  on the Closing Date to the Agent and the Lenders have been
                  paid in full; and

                  (b) In the good faith judgment of the Agent and the Lenders:

                           (i) no litigation, action, suit, investigation or
                  other arbitral, administrative or judicial proceeding shall be
                  pending or threatened which could reasonably be likely to
                  result in a Material Adverse Effect; and

                           (ii) UniCapital and the Credit Parties shall have
                  received all approvals, consents and waivers, and shall have
                  made or given all necessary filings and notices as shall be
                  required to consummate the transactions contemplated hereby
                  without the occurrence of any default under, conflict with or
                  violation of (A) any applicable law, rule, regulation, order
                  or decree of any Governmental Authority or arbitral authority
                  or (B) any agreement, document or instrument to which any of
                  the Credit Parties is a party or by which any of them or their
                  properties is bound.

                  5.2 Conditions of Initial Loan. The obligation of the Lenders
to make the initial Loan under the Revolving Credit Facility is subject to the
conditions precedent that:



<PAGE>   49


                                                                             48



                  (a) each of the conditions to making the Revolving Credit
         Facility available to the Borrowers, as set forth in Section 5.1, shall
         have been satisfied on or prior to the date of the initial Loan;

                  (b) the representations and warranties of UniCapital and the
         Credit Parties set forth in Article VI and in each of the other Loan
         Documents shall be true and correct in all material respects on and as
         of the date of such Loan, with the same effect as though such
         representations and warranties had been made on and as of such date,
         except to the extent that such representations and warranties expressly
         relate to an earlier date;

                  (c) the Borrowing Affiliate with respect to such Loan shall
         have executed and delivered to the Agent an Assumption Letter, and each
         Borrower and the Agent shall have executed such Assumption Letter and
         the Borrowing Affiliate shall have delivered to the Agent all other
         agreements, instruments and documents required by such Assumption
         Letter;

                  (d) the Borrowing Affiliate with respect to such Loan shall
         have delivered to the Agent (i) Facility Guaranties fully executed by
         any Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of
         any such Beneficial Owner (other than such Borrowing Affiliate), by
         each Subsidiary of such Borrowing Affiliate and by the Applicable
         Intermediary (if any); (ii) Pledge Agreements fully executed by the
         appropriate pledgors, granting a security interest in all Pledged
         Interests with respect to each such Beneficial Owner, such Borrowing
         Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of
         such Borrowing Affiliate, and the Applicable Intermediary (if any); and
         (iii) Security Agreements fully executed by such Borrowing Affiliate,
         any Beneficial Owner of such Borrowing Affiliate, each Subsidiary of
         any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and
         the Applicable Intermediary (if any);

                  (e) the Agent shall have received substantially final drafts
         of the following a reasonable period of time prior to the date of the
         Loan, an organized pre-closing of the required documentation shall have
         occurred at least one Business Day prior to the date of the Loan, and
         the Agent shall have received final versions of the following, in form
         and substance satisfactory to the Agent and the Lenders, on or prior to
         the date of the Loan:

                           (i) each of the documents and instruments (including
                  without limitation the opinions of counsel, the resolutions of
                  boards of directors or other appropriate governing bodies or
                  committees, the specimen signatures, officer's certificates,
                  Organizational Documents, Operating Documents, and
                  governmental certificates of existence, qualification, good
                  standing and assumed name) required by Section 5.1 as if such
                  Borrowing Affiliate had been a Borrowing Affiliate (and its
                  Beneficial Owner, their respective Subsidiaries and the
                  Applicable Intermediary (if any) had been in such positions)
                  on the Closing Date, provided that if UniCapital or any
                  Non-SPE Credit Party has previously delivered such opinions,
                  resolutions, specimen signatures, officer's certificates and
                  governmental certificates in connection with the Closing Date
                  or a Loan, it shall not be required to re-submit any such
                  documents in connection with a subsequent Loan except to


<PAGE>   50


                                                                             49



                  the extent (1) the prior opinions or resolutions did not cover
                  any additional Loan Documents executed by UniCapital or
                  Non-SPE Credit Party in connection with such subsequent Loan,
                  or (2) the specimen signatures or officer's certificates are
                  no longer accurate, or (3) any Organizational Document or
                  Operating Agreement has been amended, modified or supplemented
                  or there are any additional Organizational Documents or
                  Operating Agreements;

                           (ii) with respect to each Financed Aircraft
                  registered in the United States, the favorable written opinion
                  with respect to the Loan Documents and the transactions
                  contemplated thereby of FAA Counsel dated the Closing Date,
                  addressed to the Agent (on behalf of itself and the Lenders),
                  substantially in the form of Exhibit G-2 or otherwise
                  reasonably satisfactory to special counsel to the Agent;

                           (iii) with respect to every other Financed Aircraft,
                  the favorable written opinion with respect to the Loan
                  Documents and the transactions contemplated thereby of local
                  counsel in each Applicable Foreign Jurisdiction dated the
                  Closing Date, addressed to the Agent (on behalf of itself and
                  the Lenders), substantially in the form of Exhibit G-3 or
                  otherwise reasonably satisfactory to special counsel to the
                  Agent;

                           (iv) certificates of insurance from qualified brokers
                  of aircraft insurance or other evidence satisfactory to the
                  Agent, evidencing all insurance required by the Loan Documents
                  (including without limitation all insurance required by
                  Exhibit M with respect to each Aircraft that is to be a
                  Financed Aircraft);

                           (v) an initial Borrowing Notice;

                           (vi) a certificate of an Authorized Representative
                  containing computations of the Borrowing Base, demonstrating
                  compliance with the Concentration Restrictions and providing
                  information about the Financed Aircraft, in each case after
                  giving effect to such Loan and any related Financed Aircraft;

                           (vii) fully-executed Uniform Commercial Code
                  financing statements appropriate for filing in all places
                  required by applicable law to perfect the Liens of the Agent
                  under the Security Instruments as a first priority Lien as to
                  items of Collateral in which a security interest may be
                  perfected by the filing of financing statements, and such
                  other documents and/or evidence of other actions as may be
                  necessary under applicable law to perfect the Liens of the
                  Agent under the Security Instruments as a first priority Lien
                  in and to such other Collateral as the Agent may require,
                  including without limitation:

                                    (1) the delivery by the Borrowers of all
                           stock certificates and other certificates, if any,
                           evidencing ownership of any Pledged Interests,
                           accompanied in each case by duly executed stock or
                           transfer powers (or other appropriate transfer
                           documents) in blank affixed thereto; and


<PAGE>   51


                                                                             50



                                    (2) the delivery by the Borrowers of
                           "control agreements" that have been executed by the
                           respective issuers (and consented to by the
                           respective Credit Parties) with respect to any
                           uncertificated Pledged Interests;

                                    (3) with respect to each Financed Aircraft
                           registered in the United States or the Lien on which
                           is to be recorded in the United States, evidence of
                           the filing with the FAA Recording Office of the
                           Security Agreement (and all supplements thereto)
                           executed by the Applicable Borrower and any
                           Applicable Intermediary and all other documents
                           required by such office or applicable law in order to
                           maintain a first priority perfected Lien on such
                           Financed Aircraft, and the Eligible Lease thereof;

                                    (4) with respect to each other Financed
                           Aircraft, evidence of the filing with each applicable
                           recording office in each Applicable Foreign
                           Jurisdiction of all documents required by such office
                           or any Applicable Foreign Aviation Law in order to
                           maintain a first priority perfected Lien on such
                           Financed Aircraft, the Eligible Lease thereof or, if
                           applicable, the stock or beneficial interest in the
                           Applicable Borrower;

                                    (5) a copy of the executed purchase
                           agreement and executed bill of sale evidencing the
                           purchase by the Applicable Borrower of each Financed
                           Aircraft;

                                    (6) copies of the certificates of aircraft
                           registration issued by the FAA and certificates of
                           airworthiness issued by the FAA, in each case with
                           respect to each Aircraft registered in the United
                           States; and

                                    (7) evidence of registration and other
                           applicable qualification issued by any Applicable
                           Foreign Jurisdiction to the extent such registration
                           or qualification is required by an Applicable Foreign
                           Aviation Law, in each case with respect to each
                           Aircraft not registered in the United States;

                           (viii) results of a search of Liens filed with the
                  FAA or any Applicable Foreign Jurisdiction with respect to any
                  Aircraft that is or is to be a Financed Aircraft under the
                  initial Loan;

                           (ix) three (3) Qualified Appraisals, each prepared by
                  a separate Qualified Appraiser and opining as to the Fair
                  Market Value of each Aircraft that is or is to be a Financed
                  Aircraft under the initial Loan;

                           (x) the fully-executed originals of the Eligible
                  Lease relating to each Aircraft that is or is to be a Financed
                  Aircraft under the initial Loan and the chattel paper
                  originals thereof pursuant to Section 3.5 of Security
                  Agreement;



<PAGE>   52


                                                                             51



                           (xi) a Lessee Estoppel Certificate or other evidence
                  reasonably satisfactory to the Agent that any such Eligible
                  Lease is valid and binding; and

                           (xii) a fully-executed copy of the Servicing
                  Agreement certified by a Secretary or Assistant Secretary of
                  the Initial Borrower, and certification of the amount of fees
                  to be payable to UniCapital, CLA, Cauff Lippman or any
                  Affiliate in connection with such Servicing Agreement, which
                  agreement and fees shall be acceptable to the Agent in its
                  sole reasonable discretion;

                  (f) at the time of (and after giving effect to) the initial
         Loan, no Default or Event of Default specified in Article IX shall have
         occurred and be continuing; and

                  (g) immediately after giving effect to the initial Loan;

                           (i) the aggregate principal balance of all
                  outstanding Revolving Loans for each Lender shall not exceed
                  such Lender's Revolving Credit Commitment;

                           (ii) the Revolving Credit Outstandings shall not
                  exceed the lesser of the Borrowing Base or the Total Revolving
                  Credit Commitment; and

                           (iii) no Concentration Restriction shall be exceeded
                  or otherwise violated.

                  5.3 Conditions of Revolving Loans. The obligations of the
Lenders to make any Revolving Loans hereunder on or subsequent to the Closing
Date are subject to the satisfaction of the following conditions:

                  (a) the Agent shall have received (1) a Borrowing Notice if
         required by Article II and (2) a certificate of an Authorized
         Representative containing computations of the Borrowing Base,
         demonstrating compliance with the Concentration Restrictions and
         providing information about the Financed Aircraft, in each case after
         giving effect to such Loan and any related Financed Aircraft;

                  (b) the representations and warranties of the Credit Parties
         set forth in Article VI, in Section 3.6(g) of the Security Agreement
         with respect to the Eligible Lease of the Financed Aircraft being
         financed on such borrowing date, and elsewhere in the Loan Documents
         shall be true and correct in all material respects on and as of the
         date of such Loan, with the same effect as though such representations
         and warranties had been made on and as of such date, except to the
         extent that such representations and warranties expressly relate to an
         earlier date and except that (from the date that financial statements
         are delivered to the Agent and the Lenders pursuant to Section 7.1) the
         representation and warranty contained in Section 6.6(a) shall be deemed
         to be a representation and warranty that the financial statements of
         the Borrowers and their respective Subsidiaries most recently delivered
         to the Agent and the Lender pursuant to Section 7.1 present fairly the
         financial condition of such Borrowers and Subsidiaries as of the period
         reported therein, all in conformity with GAAP applied on a Consistent
         Basis;



<PAGE>   53


                                                                             52



                  (c) at the time of the initial Loan to any Borrowing
         Affiliate, such Borrowing Affiliate (including the Borrower with
         respect to such Loan) shall have executed and delivered to the Agent an
         Assumption Letter, and each of the Borrowers and the Agent shall have
         executed each such Assumption Letter;

                  (d) at the time of the initial Loan to any Borrowing
         Affiliate, such Borrowing Affiliate shall have delivered to the Agent
         (i) Facility Guaranties fully executed by each Beneficial Owner of such
         Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner
         (other than such Borrowing Affiliate), by each Subsidiary of such
         Borrowing Affiliate and by each Applicable Intermediary (if any); (ii)
         Pledge Agreements fully executed by the appropriate pledgors, granting
         a security interest in all Pledged Interests with respect to each such
         Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any such
         Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and each
         Applicable Intermediary (if any); (iii) Security Agreements fully
         executed by such Borrowing Affiliate, each Beneficial Owner of such
         Borrowing Affiliate, each Subsidiary of any such Beneficial Owner, each
         Subsidiary of each such Borrowing Affiliate, and each Applicable
         Intermediary (if any); and (iv) Collateral Assignments with respect to
         any Eligible Lease fully executed by such Borrowing Affiliate, each
         Applicable Intermediary (if any) and each Applicable Carrier;

                  (e) at the time of the initial Loan to any Borrowing
         Affiliate, such Borrowing Affiliate (including the Borrower with
         respect to such Loan) shall have delivered to the Agent all other
         agreements, instruments and documents required by each such Assumption
         Letter;

                  (f) without limiting the generality of the foregoing, the
         Agent shall have received on or prior to the date of such advance, each
         of the documents and instruments required by Section 5.2 as if such
         Borrowing Affiliate had been a Borrower at the time of the initial
         Loan, and as if each Financed Aircraft financed by such Loan had been
         financed by the initial Loan; and

                  (g) at the time of (and after giving effect to) each Loan, no
         Default or Event of Default specified in Article IX shall have occurred
         and be continuing; and

                  (h) immediately after giving effect to a Revolving Loan:

                                  (i) the aggregate principal balance of all
                  outstanding Revolving Loans for each Lender shall not exceed
                  such Lender's Revolving Credit Commitment;

                                 (ii) the Revolving Credit Outstandings shall
                  not exceed the lesser of the Borrowing Base or the Total
                  Revolving Credit Commitment; and

                                (iii) no Concentration Restriction shall be
                  exceeded or otherwise violated; and



<PAGE>   54


                                                                             53



                           (iv) the Weighted Average Lease Factor of all Leases
                  of Financed Aircraft (excluding the Sabena Portfolio so long
                  as the Weighted Average Lease Factor of the Financed Aircraft
                  in the Sabena Portfolio is at least 1.00 to 100) shall be at
                  least equal to 1.05 to 100, determined as of the date such
                  Loan is made.

                  5.4 Appraisal Procedure. In order to determine the Fair Market
Value of any Financed Aircraft at the time of any Loan hereunder with respect to
such Aircraft, the Applicable Borrower and the Agent shall follow the following
procedure (an "Appraisal Procedure"): Prior to the date of such Loan, the
Applicable Borrower shall deliver to the Agent three (3) Qualified Appraisals of
such Aircraft, each prepared by a separate Qualified Appraiser and dated as of a
date reasonably close to the date of such Loan, and each opining as to the Fair
Market Value of such Aircraft. If all three Qualified Appraisals state the same
Fair Market Value, then such value shall be deemed to be the Fair Market Value
of such Aircraft at the time of such Loan; and, for the purposes of this
Agreement, the latest of such appraisals stating the same value shall be
referred to as the "Original Qualified Appraisal" for such Aircraft. If the
three Qualified Appraisals do not state the same Fair Market Value, then the
lower of (a) the arithmetic mean of the Fair Market Values in the three (3)
Qualified Appraisals and (b) the median value of the Fair Market Values in the
three (3) Qualified Appraisals shall be deemed to be the Fair Market Value of
such Aircraft at the time of such Loan; and the Qualified Appraisal stating such
value (or, if such value is based on the arithmetic mean of such Qualified
Appraisals, the latest such Qualified Appraisal having a value not exceeding
such value and which shall be deemed to state such arithmetic mean value) shall
be referred to as the "Original Qualified Appraisal" for such Aircraft.


                                   ARTICLE VI

                         Representations and Warranties

         Each Borrower represents and warrants with respect to itself, its
Subsidiaries (if any) and each other Credit Party (which representations and
warranties shall survive the delivery of the documents mentioned herein and the
making of Loans), that:

                  6.1      Organization and Authority.

                  (a) Each Borrower, each Subsidiary, each other Credit Party
         and UniCapital is a trust, corporation, partnership or limited
         liability company duly organized and validly existing under the laws of
         the jurisdiction of its formation;

                  (b) Each Borrower, each Subsidiary, each other Credit Party
         and UniCapital (x) has the requisite power and authority to own its
         properties and assets and to carry on its business as now being
         conducted and as contemplated in the Loan Documents, and (y) is
         qualified to do business in every jurisdiction in which failure so to
         qualify would have a Material Adverse Effect;



<PAGE>   55


                                                                             54



                  (c) Each Borrower has the power and authority to execute,
         deliver and perform this Agreement and the Notes, and to borrow
         hereunder, and to execute, deliver and perform each of the other Loan
         Documents to which it is a party;

                  (d) Each Credit Party (other than the Borrowers) and
         UniCapital has the power and authority to execute, deliver and perform
         each of the Loan Documents to which it is a party; and

                  (e) When executed and delivered, each of the Loan Documents to
         which any Credit Party or UniCapital is a party will be the legal,
         valid and binding obligation or agreement, as the case may be, of such
         Credit Party or UniCapital (as the case may be), enforceable against
         such Credit Party or UniCapital (as the case may be) in accordance with
         its terms, subject to the effect of any applicable bankruptcy,
         moratorium, insolvency, reorganization or other similar law affecting
         the enforceability of creditors' rights generally and to the effect of
         general principles of equity (whether considered in a proceeding at law
         or in equity);

                  6.2 Loan Documents. The execution, delivery and performance by
each Credit Party and UniCapital of each of the Loan Documents to which it is a
party:

                  (a) have been duly authorized by all requisite Organizational
         Action of such Credit Party or UniCapital (as the case may be) required
         for the lawful execution, delivery and performance thereof;

                  (b) do not violate any provisions of (i) applicable law, rule
         or regulation, (ii) any judgment, writ, order, determination, decree or
         arbitral award of any Governmental Authority or arbitral authority
         binding on such Credit Party or UniCapital or their respective
         properties, or (iii) the Organizational Documents or Operating
         Documents of such Credit Party or UniCapital;

                  (c) does not and will not be in conflict with, result in a
         breach of or constitute an event of default, or an event which, with
         notice or lapse of time or both, would constitute an event of default,
         under any contract, indenture, agreement or other instrument or
         document to which such Credit Party or UniCapital is a party, or by
         which the properties or assets of such Credit Party or UniCapital are
         bound; and

                  (d) does not and will not result in the creation or imposition
         of any Lien upon any of the properties or assets of such Credit Party
         or UniCapital or any Subsidiary except any Liens in favor of the Agent
         and the Lenders created by the Security Instruments;

                  6.3 Solvency. At the time of each Loan to a Borrower, such
Borrower and each Beneficial Owner of such Borrower and each Eligible
Intermediary, if any, is Solvent after giving effect to the transactions
contemplated by the Loan Documents;



<PAGE>   56


                                                                             55



                  6.4 Subsidiaries and Stockholders. No Borrower or Guarantor
has any Subsidiaries, except that a Guarantor may have a beneficial interest in
a Borrower, and a Borrower may own an Eligible Intermediary;

                  6.5 Ownership Interests.  No Borrower or Guarantor owns any 
interest in any Person, except that a Guarantor may have a beneficial interest 
in a Borrower, and a Borrower may own an Eligible Intermediary;

                  6.6 Financial Condition.

                  (a) The Initial Borrower has heretofore furnished to each
         Lender (x) a copy of the UniCapital Registration Statement which
         contains (i) the unaudited pro forma combined balance sheet and related
         statement of operations for UniCapital, Cauff Lippman and certain
         affiliates thereof, NSJ and certain of their Affiliates for the year
         ended December 31, 1997, (ii) the audited balance sheet of UniCapital
         at December 31, 1997, (iii) the audited combined balance sheet and
         related statements of income, changes in equity and cash flows for
         Cauff Lippman and certain affiliates thereof for the year ended
         December 31, 1997, and (iv) the audited combined balance sheet and
         related statements of operations, stockholders' equity and cash flows
         for NSJ for the year ended December 31, 1997, and (y) the unaudited
         balance sheet of UniCapital at June 30, 1998. Such balance sheets,
         statements of operations and income and other financial statements
         (including the notes thereto) present fairly the financial condition of
         UniCapital, Cauff Lippman and NSJ as of the period reported therein,
         all in conformity with GAAP;

                  (b) since June 30, 1998 there has been no material adverse
         change in the (1) the business, properties, prospects, operations or
         condition, financial or otherwise, of NSJ and its Subsidiaries, taken
         as a whole, Cauff Lippman and its Subsidiaries, taken as a whole, or of
         the Borrowers and their respective Subsidiaries (if any), taken as a
         whole, (2) the ability of any Credit Party to pay or perform its
         respective obligations, liabilities and indebtedness under the Loan
         Documents as such payment or performance becomes due in accordance with
         the terms thereof, or (3) the rights, powers and remedies of the Agent
         or any Lender under any Loan Document or the validity, legality or
         enforceability thereof; and

                  (c) except as set forth in the financial statements referred
         to in Section 6.6(a) or permitted by Section 8.5, neither any Borrower
         nor any Beneficial Owner or any Subsidiary has incurred, other than in
         the ordinary course of business, any material Indebtedness, Contingent
         Obligation or other commitment or liability which remains outstanding
         or unsatisfied.

                  6.7 Title to Properties. (a) Each Borrower and each of its
Subsidiaries and each other Credit Party has good and marketable title to all
its real and personal properties, subject to no transfer restrictions or Liens
of any kind, except for the transfer restrictions and Liens described in
Schedule 6.7 and Permitted Liens; and



<PAGE>   57


                                                                             56



                  (b) each Non-SPE Credit Party has good and marketable title to
         all Collateral under the Security Instruments to which it is a party,
         subject to no transfer restrictions or Liens of any kind, except for
         the transfer restrictions and Liens described in Schedule 6.7 and
         Permitted Liens;

                  6.8 Taxes. Except as set forth in Schedule 6.8, each Borrower,
each of its Subsidiaries and each Credit Party (other than Non-SPE Credit
Parties) has filed or caused to be filed all federal, state and local tax
returns (and each Non-SPE Credit Party has filed or caused to be filed all
federal and state income tax returns and all other material federal, state and
local tax returns) in each case which are required to be filed by it and, except
for taxes and assessments being contested in good faith by appropriate
proceedings diligently conducted and against which reserves reflected in the
financial statements described in Section 6.6(a) (or the financial statements
most recently delivered pursuant to Section 7.1(a)) and satisfactory to the
Borrowers' independent certified public accountants have been established, have
paid or caused to be paid all taxes as shown on said returns or on any
assessment received by it, to the extent that such taxes have become due;

                  6.9 Other Agreements.  No Credit Party nor any Subsidiary is

                         (i) a party to or subject to any judgment, order,
         decree, agreement, lease or instrument, or subject to other
         restrictions, which individually or in the aggregate could reasonably
         be expected to have a Material Adverse Effect; or

                        (ii) in default in the performance, observance or
         fulfillment of any of the obligations, covenants or conditions
         contained in any agreement or instrument to which such Credit Party or
         any Subsidiary is a party, which default has, or if not remedied within
         any applicable grace period could reasonably be likely to have, a
         Material Adverse Effect;

                  6.10 Litigation. Except as set forth in Schedule 6.10, there
is no action, suit, investigation or proceeding at law or in equity or by or
before any governmental instrumentality or agency or arbitral body pending, or,
to the knowledge of any Borrower, threatened by or against any Borrower or any
Subsidiary or other Credit Party or affecting any Borrower or any Subsidiary or
other Credit Party or any properties or rights of any Borrower or any Subsidiary
or other Credit Party, which could reasonably be likely to have a Material
Adverse Effect;

                  6.11 Margin Stock. The proceeds of the borrowings made
hereunder will be used by the Borrowers only for the purposes expressly
authorized herein. None of such proceeds will be used, directly or indirectly,
for the purpose of purchasing or carrying any margin stock or for the purpose of
reducing or retiring any Indebtedness which was originally incurred to purchase
or carry margin stock or for any other purpose which might constitute any of the
Loans under this Agreement a "purpose credit" within the meaning of said
Regulation U or Regulation X (12 C.F.R. Part 224) of the Board. Neither any
Borrower nor any agent acting in its behalf has taken or will take any action
which might cause this Agreement or any of the documents or instruments
delivered pursuant hereto to violate any regulation of the Board or to violate
the



<PAGE>   58


                                                                             57



Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as
amended, or any state securities laws, in each case as in effect on the date
hereof;

                  6.12 Investment Company. No Credit Party is an "investment
company," or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company", as such terms are defined in the Investment
Company Act of 1940, as amended (15 U.S.C. Section 80a-1, et seq.). The
application of the proceeds of the Loans and repayment thereof by each Borrower
and the performance by each Borrower and the other Credit Parties of the
transactions contemplated by the Loan Documents will not violate any provision
of said Act, or any rule, regulation or order issued by the Securities and
Exchange Commission thereunder, in each case as in effect on the date hereof;

                  6.13 Patents, Etc. Each Borrower and each other Credit Party
(other than a Non-SPE Credit Party) owns or has the right to use, under valid
license agreements or otherwise, all material patents, licenses, franchises,
trademarks, trademark rights, trade names, trade name rights, trade secrets and
copyrights necessary to or used in the conduct of its businesses as now
conducted and as contemplated by the Loan Documents, without known conflict with
any patent, license, franchise, trademark, trade secret, trade name, copyright,
other proprietary right of any other Person;

                  6.14 No Untrue Statement. Neither (a) this Agreement nor any
other Loan Document or certificate or document executed and delivered by or on
behalf of any Borrower or any other Credit Party in accordance with or pursuant
to any Loan Document nor (b) any statement, representation, or warranty provided
to the Agent in connection with the negotiation or preparation of the Loan
Documents contains any misrepresentation or untrue statement of material fact or
omits to state a material fact necessary, in light of the circumstance under
which it was made, in order to make any such warranty, representation or
statement contained therein not misleading;

                  6.15 No Consents, Etc. Neither the respective businesses or
properties of the Credit Parties or any Subsidiary, nor any relationship among
the Credit Parties or any Subsidiary and any other Person, nor any circumstance
in connection with the execution, delivery and performance of the Loan Documents
and the transactions contemplated thereby, is such as to require a consent,
approval or authorization of, or filing, registration or qualification with, any
Governmental Authority or any other Person on the part of any Credit Party as a
condition to the execution, delivery and performance of, or consummation of the
transactions contemplated by the Loan Documents, which, if not obtained or
effected, would be reasonably likely to have a Material Adverse Effect, or if
so, such consent, approval, authorization, filing, registration or qualification
has been duly obtained or effected, as the case may be;

                  6.16 Employee Benefit Plans.  (a)  Neither any Guarantor nor 
any Borrower or any of their respective Subsidiaries has or has ever had any
Employee Benefit Plan, any Multiemployer Plan or any Pension Plan, or any
obligation to fund any such plan;

                  (b) Each Borrower and each ERISA Affiliate is in compliance
with all applicable provisions of ERISA and the regulations and published
interpretations thereunder and in


<PAGE>   59


                                                                            58



compliance with all Foreign Benefit Laws with respect to all Employee Benefit
Plans except for any required amendments for which the remedial amendment period
as defined in Section 401(b) of the Code has not yet expired. Each Employee
Benefit Plan that is intended to be qualified under Section 401(a) of the Code
has been determined by the Internal Revenue Service to be so qualified, and each
trust related to such plan has been determined to be exempt under Section 501(a)
of the Code. No material liability has been incurred by any Borrower or any
ERISA Affiliate which remains unsatisfied for any taxes or penalties with
respect to any Employee Benefit Plan or any Multiemployer Plan;

                  (c) Neither any Borrower nor any ERISA Affiliate has (i)
engaged in a nonexempt prohibited transaction described in Section 4975 of the
Code or Section 406 of ERISA affecting any of the Employee Benefit Plans or the
trusts created thereunder which could subject any such Employee Benefit Plan or
trust to a material tax or penalty on prohibited transactions imposed under
Internal Revenue Code Section 4975 or ERISA, (ii) incurred any accumulated
funding deficiency with respect to any Employee Benefit Plan, whether or not
waived, or any other liability to the PBGC which remains outstanding other than
the payment of premiums and there are no premium payments which are due and
unpaid, (iii) failed to make a required contribution or payment to a
Multiemployer Plan, or (iv) failed to make a required installment or other
required payment under Section 412 of the Code, Section 302 of ERISA or the
terms of such Employee Benefit Plan;

                  (d) No Termination Event has occurred or is reasonably
expected to occur with respect to any Pension Plan or Multiemployer Plan, and
neither any Borrower nor any ERISA Affiliate has incurred any unpaid withdrawal
liability with respect to any Multiemployer Plan;

                  (e) The present value of all vested accrued benefits under
each Employee Benefit Plan which is subject to Title IV of ERISA, did not, as of
the most recent valuation date for each such plan, exceed the then current value
of the assets of such Employee Benefit Plan allocable to such benefits;

                  (f) To the best of each Borrower's knowledge, each Employee
Benefit Plan subject to Title IV of ERISA, maintained by any ERISA Affiliate,
has been administered in accordance with its terms in all material respects and
is in compliance in all material respects with all applicable requirements of
ERISA and other applicable laws, regulations and rules;

                  (g) The consummation of the Loans provided for herein will not
involve any prohibited transaction under ERISA which is not subject to a
statutory or administrative exemption; and

                  (h) No material proceeding, claim, lawsuit and/or
investigation exists or, to the best knowledge of any Borrower after due
inquiry, is threatened concerning or involving any Employee Benefit Plan;

                  6.17 No Default.  As of the date hereof, there does not exist
any Default or Event of Default hereunder;



<PAGE>   60


                                                                             59



                  6.18 Environmental Laws. Except as listed on Schedule 6.18,
each Borrower, each Guarantor and each Subsidiary is in compliance with all
applicable Environmental Laws and has been issued and currently maintains all
required federal, state and local permits, licenses, certificates and approvals.
Except as listed on Schedule 6.18, neither any Borrower, any Guarantor nor any
Subsidiary has been notified of any pending or threatened action, suit,
proceeding or investigation, and neither any Borrower, any Guarantor nor any
Subsidiary is aware of any facts, which (a) calls into question, or could
reasonably be expected to call into question, compliance by any Borrower, any
Guarantor or any Subsidiary with any Environmental Laws, (b) seeks, or could
reasonably be expected to form the basis of a meritorious proceeding, to
suspend, revoke or terminate any license, permit or approval necessary for the
operation of any Borrower's, any Guarantor's or any Subsidiary's business or
facilities or for the generation, handling, storage, treatment or disposal of
any Hazardous Materials, or (c) seeks to cause, or could reasonably be expected
to form the basis of a meritorious proceeding to cause, any property of any
Borrower, any Guarantor or any Subsidiary or other Credit Party to be subject to
any restrictions on ownership, use, occupancy or transferability under any
Environmental Law;

                  6.19 Employment Matters.  No Borrower or Guarantor has or has
ever had any employee other than officers thereof; and

                  6.20 RICO. Neither any Borrower nor any Subsidiary is engaged
in or has engaged in any course of conduct that could subject any of their
respective properties to any Lien, seizure or other forfeiture under any
criminal law, racketeer influenced and corrupt organizations law, civil or
criminal, or other similar laws; and

                  6.21 Liens. Subject to the proviso to clause (f) of the
definition of "Eligible Aircraft" in Section 1.1, the Agent (for itself and on
behalf of the Lenders) has a first priority perfected Lien (subject to Permitted
Liens) on all Financed Aircraft and all other Collateral under the Security
Instruments.


                                   ARTICLE VII

                              Affirmative Covenants

                  Until the Facility Termination Date, unless the Required
Lenders shall otherwise consent in writing, each Borrower will, and where
applicable will cause each Guarantor and each Subsidiary (if any) to:

                  7.1 Financial Reports, Etc. (a) As soon as practical and in
any event within 90 days after the end of each Fiscal Year, deliver or cause to
be delivered to the Agent and each Lender (i) audited consolidated balance
sheets of UniCapital and its Subsidiaries as at the end of such Fiscal Year, and
the notes thereto (if any), and the related audited consolidated statements of
income,changes in stockholders' equity and cash flows, and the respective notes
thereto (if any), for such Fiscal Year, setting forth comparative financial
statements for the preceding year, reported on by PriceWaterhouse Coopers or
other independent certified public accountants of nationally recognized
standing, together with the unaudited consolidating income statements


<PAGE>   61


                                                                             60



relating to such audited income statements, all prepared in accordance with GAAP
applied on a Consistent Basis, and in the case of unaudited consolidating
statements accompanied by a certificate of an Authorized Representative to the
effect that such financial statements present fairly the financial position of
UniCapital and its Subsidiaries as of the end of such Fiscal Year and the
results of their operations for such Fiscal Year, (ii) consolidated balance
sheets of the Borrowers and their respective Subsidiaries as at the end of such
Fiscal Year, and the notes thereto (if any), and the related consolidated
statements of income and the respective notes thereto (if any), for such Fiscal
Year, accompanied by a certificate of an Authorized Representative to the effect
that such financial statements present fairly the financial position of the
Borrowers and their respective Subsidiaries as of the end of such Fiscal Year
and the results of their operations for such Fiscal Year and (iii) a certificate
of an Authorized Representative demonstrating compliance with Section 8.1 and
the Concentration Restrictions, and providing information about the Financed
Aircraft, which certificate shall be in the form of Exhibit H;

                  (b) as soon as practical and in any event within 60 days after
the end of each fiscal quarter (except the last fiscal quarter of the Fiscal
Year), deliver to the Agent and each Lender (i) consolidated and consolidating
income statements of UniCapital and its Subsidiaries and consolidated income
statements of the Borrowers and their respective Subsidiaries for such fiscal
quarter and for the period from the beginning of the then current Fiscal Year
through the end of such reporting period, all prepared in accordance with GAAP
applied on a Consistent Basis and accompanied by a certificate of an Authorized
Representative to the effect that such financial statements present fairly the
financial position of UniCapital and its Subsidiaries and of the Borrowers and
their respective Subsidiaries as of the end of such fiscal period and the
results of their operations for such fiscal period, and (ii) a certificate of an
Authorized Representative containing computations for such quarter comparable to
that required pursuant to Section 7.1(a)(iii);

                  (c) together with each delivery of the financial statements
required by Section 7.1(a)(i), deliver to the Agent and each Lender a letter
from the independent certified accountants of UniCapital stating that in
performing the audit necessary to render an opinion on the financial statements
of UniCapital for such Fiscal Year, they obtained no knowledge of any Default or
Event of Default by any Borrower in the fulfillment of the terms and provisions
of this Agreement insofar as they relate to financial covenants (which at the
date of such statement remains uncured); or if the accountants have obtained
knowledge of such Default or Event of Default, a statement specifying the nature
and period of existence thereof;

                  (d) as soon as practical and in any event within 30 days after
the end of each calendar month, deliver or cause to be delivered to the Agent
and each Lender a certificate of an Authorized Representative containing
computations of the Borrowing Base, demonstrating compliance with the
Concentration Restrictions, providing information about the Financed Aircraft,
and stating that each Borrower is in compliance with the covenants and terms
hereof and that no Event of Default has occurred and is continuing, in each case
as of the end of such month, which certificate shall be in the form of Exhibit
S;

                  (e) promptly upon their becoming available to any Borrower,
such Borrower shall deliver to the Agent and each Lender a copy of (i) all
regular or special reports or effective


<PAGE>   62


                                                                             61



registration statements which any Borrower, any Guarantor or any Subsidiary
shall file with the Securities and Exchange Commission (or any successor
thereto) or any securities exchange, (ii) any proxy statement distributed by any
Borrower, any Guarantor or any Subsidiary to its shareholders, bondholders or
the financial community in general, and (iii) any management letter or other
report submitted to any Borrower, any Guarantor or any Subsidiary by independent
accountants in connection with any annual, interim or special audit of any
Borrower or any Subsidiary; and

                  (f) promptly, from time to time, deliver or cause to be
delivered to the Agent and each Lender such other information regarding any
Borrower's, any Guarantor's and any Subsidiary's operations, business affairs
and financial condition as the Agent or such Lender may reasonably request.

                  Subject to Section 11.15, the Agent and the Lenders are hereby
authorized to deliver a copy of any such financial or other information
delivered hereunder to the Lenders (or any affiliate of any Lender) or to the
Agent, to any Governmental Authority having jurisdiction over the Agent or any
of the Lenders pursuant to any written request therefor or in the ordinary
course of examination of loan files, or to any other Person who shall acquire or
consider the assignment of, or acquisition of any participation interest in, any
Obligation permitted by this Agreement;

                  7.2 Maintain Properties. Maintain or cause each Applicable
Carrier to maintain and make repairs to each Financed Aircraft in compliance
with the requirements set forth in Schedule 7.2 hereto; and each Borrower,
Guarantor and Subsidiary shall maintain all other properties necessary to its
operations in good working order and condition, make all needed repairs,
replacements and renewals to such other properties, and maintain free from Liens
all trademarks, trade names, patents, copyrights, trade secrets, know-how, and
other intellectual property and proprietary information (or adequate licenses
thereto), in each case as are reasonably necessary to conduct its business as
currently conducted or as contemplated hereby, all in accordance with customary
and prudent business practices;

                  7.3 Existence, Qualification, Etc. Except as otherwise
expressly permitted under Section 8.8, do or cause to be done all things
necessary to preserve and keep in full force and effect its existence and all
material rights and franchises, and maintain its license or qualification to do
business as a foreign corporation and good standing in each jurisdiction in
which its ownership or lease of property or the nature of its business makes
such license or qualification necessary;

                  7.4 Regulations and Taxes. Comply in all material respects
with or contest in good faith all statutes and governmental regulations and pay
all taxes, assessments, governmental charges, claims for labor, supplies, rent
and any other obligation which, if unpaid, would become a Lien other than a
Permitted Lien against any of its properties;

                  7.5 Insurance. Maintain or cause to be maintained with 
respect to each Financed Aircraft and all other Collateral the insurance 
described on Exhibit M;



<PAGE>   63


                                                                             62



                  7.6 True Books. Keep true books of record and account in which
full, true and correct entries will be made of all of its dealings and
transactions, and set up on its books such reserves as may be required by GAAP
with respect to doubtful accounts and all taxes, assessments, charges, levies
and claims and with respect to its business in general, and include such
reserves in interim as well as year-end financial statements;

                  7.7 Right of Inspection. Permit any Person designated by any
Lender or the Agent to visit and inspect any Aircraft, or any other property,
corporate book or financial report of any Borrower or any Subsidiary and to
discuss its affairs, finances and accounts with its principal officers and
independent certified public accountants; and cause each Eligible Carrier to
permit any Person designated by any Lender or any Agent to inspect any Financed
Aircraft, all at reasonable times, at reasonable intervals and with reasonable
prior notice, subject to any restriction on inspection contained in an Eligible
Lease with respect to such Financed Aircraft, provided that notwithstanding any
such Lease, (a) any Person designated by a Lender or the Agent may inspect such
Financed Aircraft at any reasonable time upon an event of default under such
Lease, and (b) upon any Event of Default, the Applicable Borrower will use its
best efforts to cause the Applicable Carrier (and any other Person) to permit
any Person designated by a Lender or the Agent to inspect such Financed Aircraft
at any time;

                  7.8 Observe all Laws. Conform to and duly observe in all
material respects all laws, rules and regulations and all other valid
requirements of any Governmental Authority with respect to the conduct of its
business;

                  7.9 Governmental Licenses.  Obtain and maintain all licenses,
permits, certifications and approvals of all applicable Governmental Authorities
as are required for the conduct of its business as currently conducted and as
contemplated by the Loan Documents;

                  7.10 Covenants Extending to Other Persons. Cause each
Guarantor and each of their respective Subsidiaries (if any) to do with respect
to itself, its business and its assets, each of the things required of any
Borrower in Sections 7.2 through 7.9, and 7.18 inclusive;

                  7.11 Officer's Knowledge of Default. Upon any officer of any
Guarantor or any Borrower obtaining knowledge of any Default or Event of Default
hereunder or under any other obligation of any Borrower or any Subsidiary or
other Credit Party to any Lender, or any event, development or occurrence which
could reasonably be expected to have a Material Adverse Effect, cause such
officer or an Authorized Representative to promptly notify the Agent of the
nature thereof, the period of existence thereof, and what action such Borrower
or such Subsidiary or other Credit Party proposes to take with respect thereto;

                  7.12 Suits or Other Proceedings. Upon any officer of any
Guarantor or any Borrower obtaining knowledge of any action, suit, litigation,
investigation, or other proceeding being instituted or threatened against any
Borrower or any Subsidiary or other Credit Party, in any court or before any
Governmental Authority, or any attachment, levy, execution or other process
being instituted against any assets of any Borrower or any Subsidiary or other
Credit Party, making a claim or claims in an aggregate amount greater than
$100,000 (or, in the case of a Non-SPE Credit Party, greater than $2,000,000),
in each case exclusive of punitive damages,


<PAGE>   64


                                                                             63



not otherwise covered by insurance or that would otherwise be reasonably
expected to have a Material Adverse Effect, promptly deliver to the Agent
written notice thereof stating the nature and status of such action, suit,
litigation, investigation, dispute, proceeding, levy, execution or other
process;

                  7.13 Notice of Environmental Complaint or Condition. Promptly
provide to the Agent true, accurate and complete copies of any and all notices,
complaints, orders, directives, claims or citations received by any Borrower,
any Guarantor or any Subsidiary relating to any (a) violation or alleged
violation by any Borrower, any Guarantor or any Subsidiary of any applicable
Environmental Law; (b) release or threatened release by any Borrower, any
Guarantor or any Subsidiary, or by any Person handling, transporting or
disposing of any Hazardous Material on behalf of any Borrower, any Guarantor or
any Subsidiary, or at any facility or property owned or leased or operated by
any Borrower, any Guarantor or any Subsidiary, of any Hazardous Material, except
where occurring legally pursuant to a permit or license; or (c) liability or
alleged liability of any Borrower, any Guarantor or any Subsidiary for the costs
of cleaning up, removing, remediating or responding to a release of Hazardous
Materials;

                  7.14 Environmental Compliance. If any Borrower, any Guarantor
or any Subsidiary shall receive any letter, notice, complaint, order, directive,
claim or citation alleging that any Borrower, any Guarantor or any Subsidiary
has violated any Environmental Law, has released any Hazardous Material, or is
liable for the costs of cleaning up, removing, remediating or responding to a
release of Hazardous Materials, any Borrower, any Guarantor and any Subsidiary
shall, within the time period permitted and to the extent required by the
applicable Environmental Law or the Governmental Authority responsible for
enforcing such Environmental Law, remove or remedy, or cause the applicable
Subsidiary to remove or remedy, such violation or release or satisfy such
liability;

                  7.15 Indemnification. Without limiting the generality of
Section 11.9, UniCapital and each Borrower hereby agrees jointly and severally
to indemnify and hold the Agent and the Lenders, and their respective officers,
directors, employees and agents, harmless from and against any and all claims,
losses, penalties, liabilities, damages and expenses (including assessment and
cleanup costs and reasonable attorneys', consultants' or other expert fees,
expenses and disbursements) arising directly or indirectly from, out of or by
reason of (a) the violation of any Environmental Law by any Borrower or any
Subsidiary or with respect to any property owned, operated or leased by any
Borrower or any Subsidiary or (b) the handling, storage, transportation,
treatment, emission, release, discharge or disposal of any Hazardous Materials
by or on behalf of any Borrower or any Subsidiary, or on or with respect to
property owned or leased or operated by any Borrower or any Subsidiary. The
provisions of this Section 7.15 shall survive repayment of the Obligations and
expiration or termination of this Agreement;

                  7.16 Further Assurances. At the Borrowers' cost and expense,
upon request of the Agent, duly execute and deliver or cause to be duly executed
and delivered, to the Agent such further instruments, documents, certificates,
financing and continuation statements, and do and cause to be done such further
acts that may be reasonably necessary or advisable in the


<PAGE>   65


                                                                             64



reasonable opinion of the Agent to carry out more effectively the provisions and
purposes of this Agreement, the Security Instruments and the other Loan
Documents;

                  7.17 Swap Agreements.  The Borrowers shall maintain Swap 
Agreements in an amount mutually agreed to by the Agent and the Borrowers;

                  7.18 Continued Operations. Subject to Section 8.16, continue
at all times to conduct its business and engage principally in the same line or
lines of business substantially as heretofore conducted;

                  7.19 Semi-Annual Appraisal of Aircraft and Leases. On or
within 30 days prior to each half-year anniversary of each Loan with respect to
a Financed Aircraft, deliver or cause to be delivered to the Agent and each
Lender three separate Qualified Appraisals, dated no earlier than 30 days prior
to the date of delivery, of each Financed Aircraft. Such appraisals shall be
conducted every 6 months unless (on or within 30 days prior to each date that is
an even multiple of six months from the date of Loan with respect to such
Financed Aircraft), in the Agent's sole discretion, it becomes advisable to have
such appraisals conducted every 3 months, in which case the Agent shall notify
Borrower of same and the Agent shall pay the cost of the additional appraisals.)
If all three Qualified Appraisals state the same Fair Market Value, then such
value shall be deemed to be the Fair Market Value of such Aircraft. If the three
Qualified Appraisals do not state the same Fair Market Value, then the lower of
(a) the arithmetic mean of the Fair Market Values in the three (3) Qualified
Appraisals and (b) the median value of the Fair Market Values in the three (3)
Qualified Appraisals shall be deemed to be the Fair Market Value of such
Aircraft at the time of such Loan.

                  7.20 Semi-Annual Review of Rated Carriers and Aircraft Models.
Permit the Agent to conduct, and cooperate with the Agent in conducting, a
semi-annual review of each Rated Carrier and each model of Aircraft listed on
Exhibit L, such review to be conducted during the 30 days prior to April 5 and
October 5 of each year. In the event that the Agent determines, based on an
affirmative statement of Moody's or S&P, that any such Rated Carrier or Aircraft
model is no longer acceptable for the purposes of this Agreement, the Agent may
amend Exhibit K or Exhibit L (as the case may be) to remove such Rated Carrier
or Aircraft model from the respective Exhibit. Thereafter, any Rated Carrier or
Aircraft model removed from such a list shall cease to qualify as a Rated
Carrier or model of Eligible Aircraft, and the Borrowing Base and Eligible
Aircraft Borrowing Bases shall be reduced accordingly. In the event that the
Agent reasonably determines that any carrier should be added as a Rated Carrier
or that any Aircraft model should be added to the list of permitted equipment,
the Agent may amend Exhibit K or Exhibit L (as the case may be) to add such
carrier or model of Aircraft to the respective Exhibit. Thereafter, any carrier
Aircraft added or moved to such a list shall qualify as a Rated Carrier or
Eligible Aircraft, and the Borrowing Base and Eligible Aircraft Borrowing Bases
shall be modified accordingly. The Borrowers may from time to time request a
review of Rated Carriers or Aircraft types and seek the consent of the Agent to
the modification of Exhibits K or L (as the case may be) to add or move carriers
or Aircraft types, which consent the Agent may withhold in its sole discretion.
Adjustments of the Borrowing Base pursuant to this Section 7.20 shall be
applicable to any advance of Loans subsequent to such adjustment but shall not
be applied to require a prepayment of Loans under Section 2.3(b)(ii).


<PAGE>   66


                                                                             65



                  7.21 Maintenance of Aircraft; Other Covenants and 
Restrictions; Non-Discrimination.

                  (a) Ensure that any Lease with respect to any Financed
Aircraft contains covenants and restrictions regarding the maintenance,
alteration, replacement, pooling, sublease and (in the case of a Lease) return
of such Aircraft by the Applicable Carrier, which covenants and restrictions
satisfy the requirements of Schedule 7.21(a) hereto;

                  (b) Promptly and diligently take or cause to be taken all
steps which a prudent international aircraft lessor or financier would
reasonably take in light of all of the relevant circumstances to compel the
relevant Eligible Carrier to comply with the terms of any Lease, or, if
applicable and the Applicable Borrower is entitled to do so, to repossess the
applicable Financed Aircraft (and, if a prudent international aircraft lessor or
financier would determine it necessary or desirable, to de-register and export
the same to a safe location) if any failure to comply with such Lease is not
promptly remedied.

                  7.22 Re-registration of Aircraft. Ensure that any Lease with
respect to any Aircraft contain covenants and restrictions regarding
re-registration of such Aircraft, which covenants and restrictions satisfy the
requirements of the Security Agreement.

                  7.23 Servicer. Ensure that the Servicer continues to serve in
compliance with the Servicing Agreement.

                  7.24 Employee Benefit Plans.

                  (a) (Without limiting the generality of Section 8.10(a)) with
         reasonable promptness, and in any event within thirty (30) days
         thereof, give notice to the Agent of (a) the establishment of any new
         Pension Plan (which notice shall include a copy of such plan), (b) the
         commencement of contributions to any Employee Benefit Plan to which any
         Borrower or any of its ERISA Affiliates was not previously
         contributing, (c) any material increase in the benefits of any existing
         Employee Benefit Plan, (d) each funding waiver request filed with
         respect to any Employee Benefit Plan and all communications received or
         sent by any Borrower or any ERISA Affiliate with respect to such
         request and (e) the failure of any Borrower or any ERISA Affiliate to
         make a required installment or payment under Section 302 of ERISA or
         Section 412 of the Code by the due date;

                  (b) (Without limiting the generality of Section 8.10(a))
         promptly and in any event within fifteen (15) days of becoming aware of
         the occurrence or forthcoming occurrence of any (a) Termination Event
         or (b) nonexempt "prohibited transaction," as such term is defined in
         Section 406 of ERISA or Section 4975 of the Code, in connection with
         any Pension Plan or any trust created thereunder, deliver to the Agent
         a notice specifying the nature thereof, what action any Borrower or any
         ERISA Affiliate has taken, is taking or proposes to take with respect
         thereto and, when known, any action taken or threatened by the Internal
         Revenue Service, the Department of Labor or the PBGC with respect
         thereto; and



<PAGE>   67


                                                                             66



                  (c) (Without limiting the generality of Section 8.10(a)) with
         reasonable promptness but in any event within fifteen (15) days for
         purposes of clauses (a), (b) and (c), deliver to the Agent copies of
         (a) any unfavorable determination letter from the Internal Revenue
         Service regarding the qualification of an Employee Benefit Plan under
         Section 401(a) of the Code, (b) all notices received by any Borrower or
         any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan
         or to have a trustee appointed to administer any Pension Plan, (c) each
         Schedule B (Actuarial Information) to the annual report (Form 5500
         Series) filed by any Borrower or any ERISA Affiliate with the Internal
         Revenue Service with respect to each Pension Plan and (d) all notices
         received by any Borrower or any ERISA Affiliate from a Multiemployer
         Plan sponsor concerning the imposition or amount of withdrawal
         liability pursuant to Section 4202 of ERISA. Each Borrower will notify
         the Agent in writing within five (5) Business Days of such Borrower or
         any ERISA Affiliate obtaining knowledge or reason to know that such
         Borrower or any ERISA Affiliate has filed or intends to file a notice
         of intent to terminate any Pension Plan under a distress termination
         within the meaning of Section 4041(c) of ERISA.

                  7.25 Collection Accounts. The Borrowers shall establish the
Collection Account and the Cash Collateral Account as provided in the Lockbox
Agreement. Each Borrower shall immediately deposit in the Collection Account as
provided in the Lockbox Agreement all proceeds (including without limitation
rent) from any Lease of any Financed Aircraft.


                                  ARTICLE VIII

                               Negative Covenants

                  Until the Obligations have been paid and satisfied in full and
this Agreement has been terminated in accordance with the terms hereof, unless
the Required Lenders shall otherwise consent in writing, no Borrower will, nor
will it permit any Guarantor or any Subsidiary (if any) to:

                  8.1 EBITDA-to-Interest Ratio. Permit the Consolidated
EBITDA-to-Interest Ratio for the Borrowers and their respective Subsidiaries
(other than any Borrower that acquired its Eligible Aircraft during such
Quarterly Period) as of the end of any Quarterly Period to be less than 1.75 to
1.00;

                  8.2 Acquisitions. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, except for Acquisition of a Subsidiary as
permitted by Section 8.7;

                  8.3 Capital Expenditures.  Make or become committed to make 
any Capital Expenditures, except for Capital Expenditures to maintain or
purchase Eligible Aircraft;



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                                                                             67



                  8.4 Liens. Incur, create or permit to exist any Lien, charge
or other encumbrance of any nature whatsoever with respect to (a) any property
or assets now owned or hereafter acquired by any Borrower, any Guarantor or any
Subsidiary or (b) any Financed Aircraft, other than

                         (i) Liens created under the Security Instruments in
         favor of the Agent and the Lenders; and Liens arising under the
         Eligible Leases in favor of the Applicable Intermediary (as lessor) or
         the Applicable Borrower which Liens in each case have been assigned to
         the Agent;

                        (ii) Liens set forth in Schedule 6.7;

                       (iii) Liens imposed by law for taxes, assessments or
         charges of any Governmental Authority for claims not yet due or which
         are being contested in good faith by appropriate proceedings diligently
         conducted, each of which Liens shall be fully bonded over, to the
         reasonable satisfaction of the Agent;

                        (iv) statutory Liens of landlords and Liens of
         mechanics, materialmen and other Liens imposed by law or created in the
         ordinary course of business and (i) in existence less than 90 days from
         the date of creation thereof for amounts not yet due or (ii) which are
         being contested in good faith by appropriate proceedings diligently
         conducted, which are inferior in respect of the Collateral to the Liens
         conferred under the Security Instruments or have been fully bonded over
         to the reasonable satisfaction of the Agent, and with respect to which
         adequate reserves or other appropriate provisions are being maintained
         in accordance with GAAP;

                         (v) Liens arising out of any judgment or award with
         respect to which an appeal or proceeding for review is being prosecuted
         in good faith by appropriate proceedings diligently conducted, and with
         respect to which a stay of execution is in effect;

                        (vi) Liens created by the Applicable Carrier under an
         Eligible Lease, which Liens are created without the knowledge of the
         Applicable Borrower and are released or fully bonded over to the
         reasonable satisfaction of the Agent within 30 days after the
         Applicable Borrower has notice or knowledge of any such Lien; and

                       (vii) Liens securing Indebtedness described in 
         Section 8.5(b).

                  8.5 Indebtedness. Incur, create, assume or permit to exist any
Indebtedness of any Borrower, any Guarantor or any Subsidiary, howsoever
evidenced, except:

                  (a) Indebtedness owing to (including guaranties in favor of)
         the Agent or any Lender in connection with this Agreement, any Note or
         other Loan Document;

                  (b) the endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;



<PAGE>   69


                                                                             68



                  (c) Indebtedness arising from Swap Agreements permitted under
         Section 7.17; and

                  (d) unsecured intercompany Indebtedness for loans and advances
         made by UniCapital, CLA, Cauff Lippman or NSJ or any Beneficial Owner
         to a Borrower or a Guarantor, provided that such intercompany
         Indebtedness is evidenced by a promissory note or similar written
         instrument acceptable to the Agent which provides that such
         Indebtedness is subordinated to obligations, liabilities and
         undertakings of the holder or owner thereof under the Loan Documents on
         terms acceptable to the Agent.

                  8.6 Transfer of Assets. Sell, lease, transfer or otherwise
dispose of any assets of any Borrower, any Guarantor or any Subsidiary other
than (a) leases of Aircraft under Eligible Leases or (b) sales of Aircraft, or
sales of the beneficial interest or ownership of a Beneficial Owner or a
Borrower, provided in each case that (i) the net proceeds of such sales are
promptly applied in accordance with Section 2.3(b), and (ii) at the time of any
such sale the requirements of Section 2.13 for release of the respective
Borrower or Guarantor have been satisfied.

                  8.7 Subsidiaries; Investments. Own, create or permit to exist
any Subsidiary (except that a Guarantor may own beneficial interests in, or
(subject to Section 8.5(d)) make advances to, a Borrower and a Borrower may own
the Applicable Intermediary), or otherwise purchase, own, invest in or otherwise
acquire, directly or indirectly, any stock or other securities, or make or
permit to exist any interest whatsoever in any other Person or permit to exist
any loans or advances to any Person, other than loans referred to in Section
8.5(d);

                  8.8 Merger or Consolidation. (a) Consolidate with or merge
into any other Person, or (b) permit any other Person to merge into it, or (c)
liquidate, wind-up or dissolve or sell, transfer or lease or otherwise dispose
of all or a substantial part of its assets without the consent of the Agent,
except as permitted by Section 8.6 and except in the case of a Borrower or
Guarantor that simultaneously terminates its status as a Borrower or Guarantor
hereunder in accordance with Section 2.13.

                  8.9 Transactions with Affiliates. Other than transactions
permitted under Section 8.8, enter into any transaction after the Closing Date,
including, without limitation, the purchase, sale, lease or exchange of
property, real or personal, or the rendering of any service, with any Affiliate
of any Borrower or of any Guarantor, except (a) that such Persons may render
services to a Borrower, a Guarantor or their Subsidiaries for compensation at
the same rates generally paid by Persons engaged in the same or similar
businesses for the same or similar services, (b) that a Borrower, a Guarantor or
any Subsidiary may render services to such Persons for compensation at the same
rates generally charged by such Borrower, such Guarantor or such Subsidiary, (c)
in either case in the ordinary course of business and pursuant to the reasonable
requirements of a Borrower's (or a Guarantor's or any Subsidiary's) business
consistent with past practice of such Borrower or such Guarantor and its
Subsidiaries and upon fair and reasonable terms no less favorable to such
Borrower (or such Guarantor or any Subsidiary) than would be obtained in a
comparable arm's-length transaction with a Person not an Affiliate, and (d)
subject to Section 8.19, the Manager may render the services described in the
Servicing Agreement for the fees set forth therein;


<PAGE>   70


                                                                            69



                  8.10 Employee Benefit Plans; ERISA Affiliates; Employees.

                  (a) Have (i) any Employee Benefit Plan, any Multiemployer Plan
         or any Pension Plan, or any obligation to fund any such plan, or (ii)
         any employee other than officers thereof; or

                  (b) (without limiting the generality of Section 8.10(a)) with
         respect to any Pension Plan, Employee Benefit Plan or Multiemployer
         Plan:

                  (c) permit the occurrence of any Termination Event which would
         result in a liability on the part of any Borrower or any ERISA
         Affiliate to the PBGC; or

                  (d) permit the present value of all benefit liabilities under
         all Pension Plans to exceed the current value of the assets of such
         Pension Plans allocable to such benefit liabilities; or

                  (e) permit any accumulated funding deficiency (as defined in
         Section 302 of ERISA and Section 412 of the Code) with respect to any
         Pension Plan, whether or not waived; or

                  (f) permit any ERISA Affiliate to fail to make any
         contribution or payment to any Multiemployer Plan which such ERISA
         Affiliate may be required to make under any agreement relating to such
         Multiemployer Plan, or any law pertaining thereto; or

                  (g) engage, or permit any Borrower or any ERISA Affiliate to
         engage, in any prohibited transaction under Section 406 of ERISA or
         Sections 4975 of the Code for which a civil penalty pursuant to Section
         502(I) of ERISA or a tax pursuant to Section 4975 of the Code may be
         imposed; or

                  (h) permit the establishment of any Employee Benefit Plan
         providing post-retirement welfare benefits or establish or amend any
         Employee Benefit Plan which establishment or amendment could result in
         liability to any Borrower or any ERISA Affiliate or any obligation of
         any Borrower to any Multiemployer Plan or increase the obligation of
         any ERISA Affiliate to a Multiemployer Plan; or

                  (i) fail, or permit any Borrower or any ERISA Affiliate to
         fail, to establish, maintain and operate each Employee Benefit Plan in
         compliance in all material respects with the provisions of ERISA, the
         Code, all applicable Foreign Benefit Laws and all other applicable laws
         and the regulations and interpretations thereof;

                  8.11 Fiscal Year. Change its Fiscal Year, or have any fiscal 
year other than the Fiscal Year;

                  8.12 Dissolution, etc. Wind up, liquidate or dissolve
(voluntarily or involuntarily) or commence or suffer any proceedings seeking any
such winding up, liquidation or dissolution, except in connection with a
transaction permitted pursuant to Section 8.8;


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                                                                            70



                  8.13 Change in Control.  Cause, suffer or permit to exist or 
occur any Change of Control;

                  8.14 Negative Pledge Clauses. Enter into or cause, suffer or
permit to exist any agreement with any Person other than the Agent and the
Lenders pursuant to this Agreement or any other Loan Documents which prohibits
or limits the ability of any Borrower or any Subsidiary to create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired; provided that any Eligible Lease may
contain such a prohibition or limitation so long as the prohibition or
limitation does not apply to any Lien granted in favor of the Agent or any
Lender pursuant to the Loan Documents;

                  8.15 Partnerships.  Become a general partner in any general 
or limited partnership;

                  8.16 Business and Operations. Engage in any business or
operations other than the ownership, financing and leasing of Aircraft or the
ownership of a Borrower or Applicable Intermediary engaged in such business or
operations, or matters reasonably incidental thereto, or the performance of the
Loan Documents, provided, however, that no Borrower that owns or is the
Applicable Borrower with respect to any Aircraft may own or be the Applicable
Borrower with respect to any other Aircraft;

                  8.17 Ownership, Operation and Leasing of Financed Aircraft. 
(a) Permit any Person other than a Borrower (or a Beneficial Owner solely by
virtue of its beneficial interest in the respective Borrower) to own
beneficially or of record any Financed Aircraft;

                  (b) Permit any Financed Aircraft to be leased, subleased or
chartered to any Person other than the Applicable Carrier or the Applicable
Intermediary, or to be operated by any Person other than the Applicable Borrower
or the Applicable Carrier, except as permitted in the Security Agreement;

                  (c) Permit any Financed Aircraft to be leased to an Eligible
Carrier except under the terms of an Eligible Lease;

                  (d) Permit any Financed Aircraft to be flown into or located
in any country (or part thereof) designated by any insurance company providing
insurance with respect to such Aircraft as a war zone, a recognized area of
hostilities or an area threatened with war or hostilities unless (in addition to
any other insurance that may be required by Section 3.7 of the Security
Agreement) such Aircraft is covered by hijacking (air piracy), governmental
confiscation, nationalization, expropriation and restraint insurance, in each
case in the amount (and with the provisions) required by Section 3.7 of the
Security Agreement (as if the Applicable Carrier were not a Rated Carrier,
except that a Rated Carrier may self-insure for such risks to the extent
permitted by (and subject to the overall limits on self-insurance contained in)
Section 3.7(c) of the Security Agreement);

                  8.18 Concentration Restrictions. Subject to Section 7.20, 
permit any Concentration Restriction to be exceeded or otherwise violated;


<PAGE>   72


                                                                            71



                  8.19 Servicing Agreement.  (a) Amend, modify or supplement 
the Servicing Agreement in any material respect without the consent of the
Agent;

                  (b) Pay any management or other fee to UniCapital, CLA, Cauff
Lippman or any Affiliate other than payment of servicing fees under the
Servicing Agreement to the extent permitted in the Lockbox Agreement; or

                  (c) Commit or permit any material breach of the Servicing
Agreement.

                  8.20 Representations regarding Agent and Lenders. Represent or
hold out, or permit any Applicable Carrier to represent or hold out, the Agent
or any Lender as (a) the owner of any Financed Aircraft, (b) carrying goods or
passengers on any such Financed Aircraft, or (c) being in any way responsible
for any operation of carriage (whether for hire or reward or gratuitously) which
may be undertaken by any Borrower, Guarantor, Subsidiary or Applicable Carrier.


                                   ARTICLE IX

                       Events of Default and Acceleration

                  9.1 Events of Default. If any one or more of the following
events (herein called "Events of Default") shall occur for any reason whatsoever
(and whether such occurrence shall be voluntary or involuntary or come about or
be effected by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

                  (a) if default shall be made in the due and punctual payment
         of the principal of any Loan or other Obligation, when and as the same
         shall be due and payable whether pursuant to any provision of Article
         II, at maturity, by acceleration or otherwise; or

                  (b) if default shall be made in the due and punctual payment
         of any amount of interest on any Loan or other Obligation or of any
         fees or other amounts payable to any of the Lenders or the Agent within
         three (3) Business Days after the date on which the same shall be due
         and payable; or

                  (c) if default shall be made in the performance or observance
         of any covenant set forth in Section 7.5, 7.11, 7.12, 7.19 or Article
         VIII;

                  (d) if a default shall be made in the performance or
         observance of, or shall occur under, any covenant, agreement or
         provision contained in this Agreement or the Notes (other than as
         described in clauses (a), (b) or (c) above), or if a default shall be
         made in the performance or observance of, or shall occur under, any
         covenant, agreement or provision contained in any of the other Loan
         Documents (beyond any applicable grace period, if any, contained
         therein) or in any instrument or document evidencing or creating any
         obligation, guaranty, or Lien in favor of the Agent (acting in any
         capacity) or any of


<PAGE>   73


                                                                             72



         the Lenders or delivered to the Agent (acting in any capacity) or any
         of the Lenders in connection with or pursuant to this Agreement or any
         of the Obligations, and such default shall continue for 30 or more days
         after the earlier of receipt of notice of such default to an Authorized
         Representative from the Agent (acting in any capacity) or an officer of
         any Borrower becomes aware of such default, or if any Loan Document
         ceases to be in full force and effect (other than by reason of any
         action by the Agent (acting in any capacity)), or if without the
         written consent of the Lenders, this Agreement or any other Loan
         Document shall be disaffirmed or shall terminate, be terminable or be
         terminated or become void or unenforceable for any reason whatsoever
         (other than in accordance with its terms in the absence of default or
         by reason of any action by the Lenders or the Agent (acting in any
         capacity)); or

                  (e) if there shall occur (i) a default, which is not waived,
         in the payment of any principal, interest, premium or other amount with
         respect to any Indebtedness or Rate Hedging Obligation (other than the
         Loans and other Obligations) of any Borrower or any Subsidiary, or (ii)
         a default, which is not waived, in the performance, observance or
         fulfillment of any term or covenant contained in any agreement or
         instrument under or pursuant to which any such Indebtedness or Rate
         Hedging Obligation may have been issued, created, assumed, guaranteed
         or secured by any Borrower or any Subsidiary, or (iii) any other event
         of default as specified in any agreement or instrument under or
         pursuant to which any such Indebtedness or Rate Hedging Obligation may
         have been issued, created, assumed, guaranteed or secured by any
         Borrower or any Subsidiary, and such default or event of default under
         clause (i), (ii) or (iii) above shall continue for more than the period
         of grace, if any, therein specified, or such default or event of
         default under clause (i), (ii) or (iii) above shall permit the holder
         of any such Indebtedness (or any agent or trustee acting on behalf of
         one or more holders) to accelerate the maturity thereof; or

                  (f) if any representation, warranty or other statement of fact
         contained in any Loan Document or in any writing, certificate, report
         or statement at any time furnished to the Agent (acting in any
         capacity) or any Lender by or on behalf of any Borrower or any other
         Credit Party pursuant to or in connection with any Loan Document, or
         otherwise, shall be false or misleading in any material respect when
         given; or

                  (g) if any Borrower, any Subsidiary or other Credit Party
         shall be unable to pay its debts generally as they become due; file a
         petition to take advantage of any insolvency statute; make an
         assignment for the benefit of its creditors; commence a proceeding for
         the appointment of a receiver, trustee, liquidator or conservator of
         itself or of the whole or any substantial part of its property; file a
         petition or answer seeking liquidation, reorganization or arrangement
         or similar relief under the federal bankruptcy laws or any other
         applicable law or statute; or

                  (h) if a court of competent jurisdiction shall enter an order,
         judgment or decree appointing a custodian, receiver, trustee,
         liquidator or conservator of any Borrower, any Subsidiary or other
         Credit Party or of the whole or any substantial part of its properties
         and such order, judgment or decree continues unstayed and in effect for
         a period of sixty (60) days, or approve a petition filed against any
         Borrower, any Subsidiary


<PAGE>   74


                                                                             73



         or other Credit Party seeking liquidation, reorganization or
         arrangement or similar relief under the federal bankruptcy laws or any
         other applicable law or statute of the United States of America or any
         state, which petition is not dismissed within sixty (60) days; or if,
         under the provisions of any other law for the relief or aid of debtors,
         a court of competent jurisdiction shall assume custody or control of
         any Borrower, any Subsidiary or other Credit Party or of the whole or
         any substantial part of its properties, which control is not
         relinquished within sixty (60) days; or if there is commenced against
         any Borrower, any Subsidiary or other Credit Party any proceeding or
         petition seeking reorganization, arrangement or similar relief under
         the federal bankruptcy laws or any other applicable law or statute of
         the United States of America or any state which proceeding or petition
         remains undismissed for a period of sixty (60) days; or if any
         Borrower, any Subsidiary or other Credit Party takes any action to
         indicate its consent to or approval of any such proceeding or petition;
         or

                  (i) if (i) one or more judgments or orders where the amount
         not covered by insurance (or the amount as to which the insurer denies
         liability) is in excess of $10,000 is rendered against any Borrower or
         any Subsidiary, or (ii) there is any attachment, injunction or
         execution against any of a Borrower's or Subsidiaries' properties for
         any amount in excess of $10,000 in the aggregate; and such judgment,
         attachment, injunction or execution remains unpaid, unstayed,
         undischarged, unbonded or undismissed for a period of thirty (30) days;
         or

                  (j) if any Borrower or any Subsidiary shall, other than in the
         ordinary course of business (as determined by past practices), suspend
         all or any part of its operations material to the conduct of the
         business of any Borrower or such Subsidiary for a period of more than
         60 days; or

                  (k) if there shall occur and not be waived an "Event of
         Default" as defined in any of the other Loan Documents or in any credit
         agreement or other document evidencing or securing the NationsBank
         Facility or in one or more other documents or instruments evidencing or
         securing any Indebtedness for Money Borrowed of NSJ, Cauff Lippman or
         any of their respective Subsidiaries in an aggregate amount of
         $10,000,000 or more; or

                  (l) if this Agreement or any other Loan Document shall for any
         reason not be, or be asserted by any Borrower or any other Credit Party
         or Subsidiary not to be, a legal, valid and binding obligation of any
         Borrower or any Credit Party (as the case may be) enforceable in
         accordance with its terms; or

                  (m) if any Lien of the Agent pursuant to any Loan Document
         shall for any reason not be, or be asserted by any Borrower or any
         other Credit Party or Subsidiary not to be, a valid, first priority
         perfected Lien on the Collateral identified therein (except to the
         extent that such Lien is not required hereunder to be a valid, first
         priority perfected Lien on such Collateral), subject to no other Liens
         except Permitted Liens;



<PAGE>   75


                                                                            74



then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall have not been waived,

                           (A) either or both of the following actions may be
                  taken: (i) the Agent, with the consent of the Required
                  Lenders, may, and at the direction of the Required Lenders
                  shall, declare any obligation of the Lenders to make further
                  Loans terminated, whereupon the obligation of each Lender to
                  make further Loans hereunder shall terminate immediately, and
                  (ii) the Agent shall at the direction of the Required Lenders,
                  at their option, declare by notice to the Borrowers any or all
                  of the Obligations to be immediately due and payable, and the
                  same, including all interest accrued thereon and all other
                  obligations of any Borrower to the Agent and the Lenders,
                  shall forthwith become immediately due and payable without
                  presentment, demand, protest, notice or other formality of any
                  kind, all of which are hereby expressly waived, anything
                  contained herein or in any instrument evidencing the
                  Obligations to the contrary notwithstanding; provided,
                  however, that notwithstanding the above, if there shall occur
                  an Event of Default under clause (g) or (h) above, then the
                  obligation of the Lenders to make Loans hereunder shall
                  automatically terminate and any and all of the Obligations
                  shall be immediately due and payable without the necessity of
                  any action by the Agent or the Required Lenders or notice to
                  the Agent or the Lenders;

                           (B) each Borrower shall, upon demand of the Agent or
                  the Required Lenders, promptly cause to be performed at
                  Borrowers' expense by independent certified public accountants
                  acceptable to the Agent an audit of all Financed Aircraft; and

                           (C) the Agent and each of the Lenders shall have all
                  of the rights and remedies available under the Loan Documents
                  or under any applicable law, including without limitation all
                  of the rights and remedies of a secured party under any
                  applicable Uniform Commercial Code, the FAA Act, the Mortgage
                  Convention or any Applicable Foreign Aviation Law.

                  9.2 Agent to Act. In case any one or more Events of Default
shall occur and not have been waived, the Agent may, and at the direction of the
Required Lenders shall, proceed to protect and enforce their rights or remedies
either by suit in equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision contained herein or in
any other Loan Document, or to enforce the payment of the Obligations or any
other legal or equitable right or remedy.

                  9.3 Cumulative Rights. No right or remedy herein conferred
upon the Lenders or the Agent is intended to be exclusive of any other rights or
remedies contained herein or in any other Loan Document, and every such right or
remedy shall be cumulative and shall be in addition to every other such right or
remedy contained herein and therein or now or hereafter existing at law or in
equity or by statute, or otherwise.



<PAGE>   76


                                                                             75



                  9.4 No Waiver. No course of dealing between any Borrower and
any Lender or the Agent or any failure or delay on the part of any Lender or the
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

                  9.5 Allocation of Proceeds. If an Event of Default has
occurred and not been waived, and the maturity of the Loans has been accelerated
pursuant to Article IX hereof, all payments received by the Agent hereunder, in
respect of any principal of or interest on the Obligations or any other amounts
payable by any Borrower hereunder, shall be applied by the Agent in the
following order (or in such manner as the Required Lenders may determine):

                  (a) amounts due to the Lenders pursuant to Sections 2.10 
         and 11.5;

                  (b) amounts due to the Agent pursuant to Section 10.8;

                  (c) payments of interest on Loans, to be applied for the 
         ratable benefit of the Lenders;

                  (d) payments of principal of Loans, to be applied for the 
         ratable benefit of the Lenders;

                  (e) amounts due to the Lenders pursuant to Sections 7.15 
         and 11.9;

                  (f) payments of all other amounts due under any of the Loan
         Documents, if any, to be applied for the ratable benefit of the
         Lenders;

                  (g) amounts due to any of the Lenders in respect of
         Obligations consisting of liabilities under any Swap Agreement with any
         of the Lenders on a pro rata basis according to the amounts owed; and

                  (h) any surplus remaining after application as provided for
         herein, to any Borrower or otherwise as may be required by applicable
         law.

                  9.6 Activities of Eligible Carriers. Notwithstanding anything
contained in this Agreement or any other Loan Document, the Credit Parties shall
not be deemed to be in breach of their respective obligations hereunder or
thereunder with respect to the care, maintenance, alteration, possession,
return, replacement, pooling, subleasing, use or operation of any Financed
Aircraft or any part thereof subject to an Eligible Lease by virtue of a default
by the Applicable Carrier under such Eligible Lease so long as each of the
following conditions is satisfied:

                  (a) such default by the Applicable Carrier is not within the 
         control of any Credit Party,

                  (b) the Credit Parties are in compliance with Section 7.21,


<PAGE>   77


                                                                             76



                  (c) such default does not relate to any use or location of an
         Aircraft in any jurisdiction that constitutes an Event of Default
         hereunder, any failure to make any payment required by this Agreement
         or any other Loan Document when due hereunder or thereunder, or any
         failure to maintain any insurance required under this Agreement or any
         other Loan Document, or any failure to maintain perfection of the
         Agent's Lien on any Collateral,

                  (d) within 60 days (or, if the Applicable Carrier is a U.S.
         Carrier, 90 days) after any Credit Party has notice or knowledge of
         such default (such 60 or 90-day period, as the case may be, being
         referred to as the "Applicable Lease Cure Period"), such default is
         completely cured or all conditions under Section 2.13 for the release
         of the Applicable Borrower with respect to such Aircraft (including
         without limitation all payments required under such Section with
         respect to Loans, other Obligations, equity contributions and other
         loans and interest) have been satisfied in full, and

                  (e) during the Applicable Lease Cure Period, the Applicable
         Borrower shall not request or receive any Loan hereunder.


                                    ARTICLE X

                                    The Agent

                  10.1 Appointment, Powers, and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Agent to act as its agent under this
Agreement and the other Loan Documents, as "Mortgagee" under each Security
Agreement and as "Security Agent" under each Lockbox Agreement (references in
this Article X to the term "Agent" being deemed to include as well such other
capacities), with such powers and discretion as are specifically delegated to
the Agent by the terms of this Agreement and the other Loan Documents, together
with such other powers as are reasonably incidental thereto. The Agent (which
term as used in this sentence and in Section 10.5 and the first sentence of
Section 10.6 hereof shall include its affiliates and its own and its affiliates'
officers, directors, employees, and agents):

                   (a) shall not have any duties or responsibilities except
         those expressly set forth in the Loan Documents and shall not be a
         trustee or fiduciary for any Lender;

                   (b) shall not be responsible to the Lenders for any recital,
         statement, representation, or warranty (whether written or oral) made
         in or in connection with any Loan Document or any certificate or other
         document referred to or provided for in, or received by any of them
         under, any Loan Document, or for the value, validity, effectiveness,
         genuineness, enforceability, or sufficiency of any Loan Document, or
         any other document referred to or provided for therein or for any
         failure by any Credit Party or any other Person to perform any of its
         obligations thereunder;

                   (c) shall not be responsible for or have any duty to
         ascertain, inquire into, or verify the performance or observance of any
         covenants or agreements by any Credit Party




<PAGE>   78


                                                                            77



         or the satisfaction of any condition or to inspect the property
         (including the books and records) of any Credit Party or any of its
         Subsidiaries or affiliates;

                   (d) shall not be required to initiate or conduct any
         litigation or collection proceedings under any Loan Document; and

                   (e) shall not be responsible for any action taken or omitted
         to be taken by it under or in connection with any Loan Document, except
         for its own gross negligence or willful misconduct.

The Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.

                  10.2 Reliance by Agent. The Agent shall be entitled to rely
upon any certification, notice, instrument, writing, or other communication
(including, without limitation, any thereof by telephone or telefacsimile)
believed by it to be genuine and correct and to have been signed, sent or made
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel (including counsel for any Credit Party), independent
accountants, and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the holder thereof for all purposes hereof unless
and until the Agent receives and accepts an Assignment and Acceptance executed
in accordance with Section 11.1 hereof. As to any matters not expressly provided
for by the Loan Documents, the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding on all of the Lenders; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to any Loan Document or applicable law or unless it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking any such action.

                  10.3 Defaults. The Agent shall not be deemed to have knowledge
or notice of the occurrence of a Default or Event of Default unless the Agent
has received written notice from a Lender or a Borrower specifying such Default
or Event of Default and stating that such notice is a "Notice of Default". In
the event that the Agent receives such a notice of the occurrence of a Default
or Event of Default, the Agent shall give prompt notice thereof to the Lenders.
The Agent shall (subject to Section 10.2 hereof) take such action with respect
to such Default or Event of Default as shall reasonably be directed by the
Required Lenders, provided that, unless and until the Agent shall have received
such directions, the Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders.

                  10.4 Rights as Lender. With respect to its Revolving Credit
Commitment and the Loans made by it, Lehman (and any successor acting as Agent)
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Agent, and the term "Lender" or "Lenders" shall,



<PAGE>   79


                                                                            78



unless the context otherwise indicates, include the Agent in its individual
capacity. The Agent and its affiliates may (without having to account therefor
to any Lender) accept deposits from, lend money to, make investments in, provide
services to, and generally engage in any kind of lending, trust, or other
business with any Credit Party or any of its Subsidiaries or affiliates as if it
were not acting as Agent, and Lehman (and any successor acting as Agent) and its
affiliates may accept fees and other consideration from any Credit Party or any
of its Subsidiaries or affiliates for services in connection with this Agreement
or otherwise without having to account for the same to the Lenders.

                  10.5 Indemnification. The Lenders agree to indemnify the Agent
(to the extent not reimbursed under Section 11.9 hereof, but without limiting
the obligations of any Borrower under such Section) ratably in accordance with
their respective Revolving Credit Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including reasonable attorneys' fees), or disbursements of any kind
and nature whatsoever that may be imposed on, incurred by or asserted against
the Agent (including by any Lender) in any way relating to or arising out of any
Loan Document or the transactions contemplated thereby or any action taken or
omitted by the Agent under any Loan Document; provided that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its ratable share of any costs or expenses payable by any
Borrower under Section 11.5, to the extent that the Agent is not promptly
reimbursed for such costs and expenses by any Borrower. The agreements contained
in this Section 10.5 shall survive payment in full of the Loans and all other
amounts payable under this Agreement.

                  10.6 Non-Reliance on Agent and Other Lenders. Each Lender
agrees that it has, independently and without reliance on the Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Credit Parties and their
Subsidiaries and decision to enter into this Agreement and that it will,
independently and without reliance upon the 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 analysis and decisions in taking or not taking action
under the Loan Documents. Except for notices, reports, and other documents and
information expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition, or business of any Credit Party or any of its Subsidiaries or
affiliates that may come into the possession of the Agent or any of its
affiliates.

                  10.7 Resignation of Agent. The Agent may resign at any time by
giving notice thereof to the Lenders and the Borrowers. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Agent, subject (so long as no Default or Event of Default has occurred and is
continuing) to the written consent of an Authorized Representative, which
consent shall not be unreasonably withheld. If no successor Agent shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Agent's giving of notice
of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent which shall be a commercial bank organized



<PAGE>   80

                                                                             79



under the laws of the United States of America having combined capital and
surplus of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor, such successor shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article X shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as Agent.

                  10.8 Fees. The Borrowers agree, jointly and severally, to pay
to the Agent, for its individual account, an annual Agent's fee as from time to
time agreed to by any Borrower and Agent in writing.


                                   ARTICLE XI

                                  Miscellaneous

                  11.1 Assignments and Participations. (a) Each Lender may
assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Loans, its Note, and its Revolving Credit Commitment); provided,
however, that

                  (i) each such assignment shall be to an Eligible Assignee;

                  (ii) except in the case of an assignment to another Lender or
         an assignment of all of a Lender's rights and obligations under this
         Agreement, any such partial assignment shall be in an amount at least
         equal to $5,000,000 or an integral multiple of $1,000,000 in excess
         thereof;

                  (iii) each such assignment by a Lender shall be of a constant,
         and not varying, percentage of all of its rights and obligations under
         this Agreement and the Note; and

                  (iv) the parties to such assignment shall execute and deliver
         to the Agent for its acceptance an Assignment and Acceptance in the
         form of Exhibit B hereto, together with any Note subject to such
         assignment and a processing fee of $3,500 (which amount shall not be
         payable by any Borrower);

                  (v) any assignment of all or any portion of the Revolving
         Credit Commitment shall require the consent of an Authorized
         Representative, such consent not to be unreasonably withheld; and

                  (vi) neither any Borrower nor UniCapital shall incur any
         greater expense or liabilities (including, without limitation,
         indemnities and increased costs) than it would have incurred had such
         assignment not taken place.




<PAGE>   81


                                                                             80



Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the Agent
and the Borrowers shall make appropriate arrangements so that, if required, new
Notes are issued to the assignor and the assignee. If the assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrowers and the Agent certification as to exemption
from deduction or withholding of Taxes in accordance with Section 4.6.

                  (b) The Agent shall maintain at its address referred to in
Section 11.2 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Lenders and the Revolving Credit 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 and binding for all purposes, absent manifest
error, and the Borrowers, the Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by any Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

                  (c) Upon its receipt of an Assignment and Acceptance executed
by the parties thereto, together with any Note subject to such assignment and
payment of the processing fee, the Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit B
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
parties thereto.

                  (d) Each Lender may sell participations to one or more Persons
in all or a portion of its rights, obligations or rights and obligations under
this Agreement (including all or a portion of its Revolving Credit Commitment or
its Loans); provided, however, that (i) such Lender s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the yield protection
provisions contained in Article IV and the right of set-off contained in Section
11.3, and (iv) each Borrower shall continue to deal solely and directly with
such Lender in connection with such Lender s rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the
obligations of any Borrower relating to its Loans and its Note and to approve
any amendment, modification, or waiver of any provision of this Agreement (other
than amendments, modifications, or waivers decreasing the amount of principal of
or the rate at which interest or fees are payable on such Loans or Note,
extending any scheduled principal payment date or date fixed for the payment of
interest on such Loans or Note, releasing all or substantially all of the
Collateral (except for a release of Collateral in accordance with Section 2.13),
releasing any Guarantor (except for a release of a Guarantor in accordance with
Section 2.13), or extending or increasing its Revolving Credit Commitment).



<PAGE>   82


                                                                             81



                  (e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any portion of
its Loans and its Note to any Federal Reserve Bank as collateral security
pursuant to Regulation A and any Operating Circular issued by such Federal
Reserve Bank. No such assignment shall release the assigning Lender from its
obligations hereunder.

                  (f) Any Lender may furnish any information concerning any
Borrower or any of its Subsidiaries in the possession of such Lender from time
to time to assignees and participants (including prospective assignees and
participants), subject, however, to the provisions of Section 11.15.

                  11.2 Notices. Any notice shall be conclusively deemed to have
been received by any party hereto and be effective (i) on the day on which
delivered (including hand delivery by commercial courier service) to such party
(against receipt therefor), (ii) on the date of receipt at such address,
telefacsimile number or telex number as may from time to time be specified by
such party in written notice to the other parties hereto or otherwise received),
in the case of notice by telegram, telefacsimile or telex, respectively (where
the receipt of such message is verified by return), or (iii) on the fifth
Business Day after the day on which mailed, if sent prepaid by certified or
registered mail, return receipt requested, in each case delivered, transmitted
or mailed, as the case may be, to the address, telex number or telefacsimile
number, as appropriate, set forth below or such other address or number as such
party shall specify by notice hereunder:

                  (a)  if to UniCapital or any Borrower:

                       to UniCapital or such Borrower
                       c/o UniCapital Corporation
                       10800 Biscayne Boulevard
                       Miami, Florida 33161
                       Attn:  Treasurer
                       Telephone:     (305) 899-5000
                       Telefacsimile: (305) 899-5050

                       with a copy to:

                       Cauff, Lippman Aviation, Inc.
                       9420 S.W. 77th Avenue
                       Miami, Florida 33156
                       Attn:  Wayne Lippman
                       Telephone:     (305) 274-7277
                       Telefacsimile: (305) 271-1339

                       and, if such Borrower is a UniCapital Subsidiary Trust, 
                       a copy to:

                       First Security Bank, National Association
                       79 South Main Street



<PAGE>   83


                                                                             82



                           Salt Lake City, Utah 84111
                           Attn:  Corporate Trust Department
                           Telephone:  (801) 246-5630
                           Telefacsimile:  (801) 246-5053

                  (b)      if to the Agent:

                           Lehman Commercial Paper Inc.
                           3 World Financial Center
                           New York, New York  10285
                           Attn: Vincent Primiano

                           with a copy to:

                           Lehman Commercial Paper Inc.
                           3 World Financial Center
                           New York, New York  10285
                           Attn: Chris Czako

                  (c)      if to the Lenders:

                           At the addresses set forth on the signature pages
                           hereof and on the signature page of each Assignment
                           and Acceptance;

                  (d) if to any other Credit Party, at the address set forth on
the signature page of the Facility Guaranty or Security Instrument executed by
such Credit Party, as the case may be.

                  11.3 Right of Set-off; Adjustments. (a) Upon the occurrence
and during the continuance of any Event of Default, each Lender (and each of its
affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender (or any of its affiliates)
to or for the credit or the account of any Borrower against any and all of the
obligations of any Borrower now or hereafter existing under this Agreement and
the Note held by such Lender, irrespective of whether such Lender shall have
made any demand under this Agreement or such Note and although such obligations
may be unmatured. Each Lender agrees promptly to notify the applicable Borrower
after any such set-off and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section 11.3 are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender may have.

                  (b) If any Lender (a "benefitted Lender") shall at any time
receive any payment of all or part of the Loans owing to it, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect




<PAGE>   84


                                                                            83



of such other Lender's Loans owing to it, or interest thereon, such benefitted
Lender shall purchase for cash from the other Lenders a participating interest
in such portion of each such other Lender's Loans owing to it, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest. Each Borrower agrees that any
Lender so purchasing a participation from a Lender pursuant to this Section 11.3
may, to the fullest extent permitted by law, exercise all of its rights of
payment (including the right of set-off) with respect to such participation as
fully as if such Person were the direct creditor of the Borrowers in the amount
of such participation.

                  11.4 Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the execution and delivery to the Lenders of this Agreement and the Notes and
shall continue in full force and effect so long as any of Obligations remain
outstanding or any Lender has any Loan hereunder or any Borrower has continuing
obligations hereunder unless otherwise provided herein. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and permitted assigns of such party and all
covenants, provisions and agreements by or on behalf of any Borrower which are
contained in the Loan Documents shall inure to the benefit of the successors and
permitted assigns of the Lenders or any of them.

                  11.5 Expenses. UniCapital and each Borrower agrees, jointly
and severally, to pay on demand (subject, in the case of preparation, execution,
delivery and administration costs, to the Fee Letter), all costs and expenses of
the Agent in connection with the preparation, execution, delivery,
administration, modification, and amendment of this Agreement, the other Loan
Documents, and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and expenses of counsel for the Agent (excluding
the cost of internal counsel) with respect thereto and with respect to advising
the Agent as to its rights and responsibilities under the Loan Documents;
provided, however, that UniCapital and the Borrower shall not be obligated to
reimburse the Agent for the fees of Simpson Thacher & Bartlett related to the
documentation and negotiation of the initial Loan Documents in an amount in
excess of $75,000 plus disbursements. UniCapital and each Borrower further
agrees, jointly and severally, to pay on demand all costs and expenses of the
Agent and the Lenders, if any (including, without limitation, reasonable
external attorneys' fees and expenses), in connection with the enforcement
(whether through negotiations, legal proceedings, or otherwise) of the Loan
Documents and the other documents to be delivered hereunder.

                  11.6 Amendments and Waivers. Any provision of this Agreement
or any other Loan Document may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrowers and the
Required Lenders (and, if Article X or the rights or duties of the Agent are
affected thereby, by the Agent); provided that no such amendment or waiver
shall, unless signed by all the Lenders, (i) increase the Revolving Credit
Commitment of the Lenders, (ii) reduce the principal of or rate of interest on
any Loan or any fees or other amounts payable hereunder, (iii) postpone any date
fixed for the payment of any scheduled



<PAGE>   85


                                                                            84



installment of principal of or interest on any Loan or any fees or other amounts
payable hereunder or for termination of any Revolving Credit Commitment, or (iv)
change the percentage of the Revolving Credit Commitment or of the unpaid
principal amount of the Notes, or the number of Lenders, which shall be required
for the Lenders or any of them to take any action under this Section 11.6 or any
other provision of this Agreement or (v) release any Guarantor or all or
substantially all of the Collateral (except for a release of a Guarantor or
Collateral in accordance with Section 2.14);

                  No notice to or demand on any Borrower in any case shall
entitle such Borrower or any other Borrower to any other or further notice or
demand in similar or other circumstances, except as otherwise expressly provided
herein. No delay or omission on any Lender's or the Agent's part in exercising
any right, remedy or option shall operate as a waiver of such or any other
right, remedy or option or of any Default or Event of Default.

                  11.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one such fully-executed
counterpart.

                  11.8 Return of Funds. If after receipt of any payment of all
or any part of the Obligations, any Lender is for any reason compelled to
surrender such payment to any Person because such payment is determined to be
void or voidable as a preference, impermissible setoff, a diversion of trust
funds or for any other reason, this Agreement shall continue in full force and
each Borrower, jointly and severally, shall be liable to, and shall indemnify
and hold the Agent or such Lender harmless for, the amount of such payment
surrendered until the Agent or such Lender shall have been finally and
irrevocably paid in full. The provisions of the foregoing sentence shall be and
remain effective notwithstanding any contrary action which may have been taken
by the Agent or the Lenders in reliance upon such payment, and any such contrary
action so taken shall be without prejudice to the Agent or the Lenders' rights
under this Agreement and shall be deemed to have been conditioned upon such
payment having become final and irrevoc able.

                  11.9 Indemnification; Limitation of Liability. (a) UniCapital
and each Borrower, jointly and severally, agrees to indemnify and hold harmless
the Agent (which term for purposes of this Section 11.9 includes the "Mortgagee"
under each Security Agreement and the "Security Agent" under each Lockbox
Agreement) and each Lender and each of their affiliates and their respective
officers, directors, employees, agents, and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities,
costs, and expenses (including, without limitation, reasonable external
attorneys' fees, but excluding principal and accrued interest on any Loan) that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation, or proceeding or
preparation of defense in connection therewith) the Loan Documents, any of the
transactions contemplated herein, any Aircraft or other Collateral, any
possession, performance, transportation, management, sale, ownership,
registration, mortgage, charging, control, maintenance, service, repair, design,
testing, defect, overhaul, purchase, bearing, use or operation



<PAGE>   86


                                                                            85



of any Aircraft or other Collateral, or the actual or proposed use of the
proceeds of the Loans, except to the extent such claim, damage, loss, liability,
cost, or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 11.9 applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by UniCapital, any Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. UniCapital and each Borrower agrees that no
Indemnified Party shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor or
any security holders or creditors thereof arising out of, related to or in
connection with the transactions contemplated in any Loan Document, except to
the extent that such liability directly results from such Indemnified Party's
gross negligence or willful misconduct. UniCapital and each Borrower agrees not
to assert any claim against the Agent, any Lender, any of their affiliates, or
any of their respective directors, officers, employees, attorneys, agents, and
advisers, on any theory of liability, for special, indirect, consequential, or
punitive damages arising out of or otherwise relating to the Loan Documents, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Loans.

                  (b) Without prejudice to the survival of any other agreement
of UniCapital or any Borrower hereunder, the agreements and obligations of
UniCapital and each Borrower contained in this Section 11.9 shall survive the
payment in full of the Loans and all other amounts payable under this Agreement.

                  (c) Except as expressly provided herein, each Lender, each
Borrower and the Agent agree that this Agreement and each other Loan Document
entered into by a Borrower is executed by a Qualified Trustee, not individually
but solely as Trustee under a Trust Agreement in the exercise of the power and
authority conferred and vested in it as such Trustee, that each and all of the
representations, undertakings and agreements by a Qualified Trustee, or for the
purpose or with the intention of binding a Qualified Trustee, are made and
intended for the purpose of binding only the Trust Estates (and, to the extent
any Lender, Borrower or Agent has an interest therein, any liability insurance
proceeds), and that in no case whatsoever shall any Qualified Trustee be
personally liable for any loss in respect of such representations, undertakings
and agreements, that nothing herein contained shall be construed as creating any
liability on any Qualified Trustee individually or personally, to perform any
covenant, either express or implied, herein, all such liability, if any, being
expressly waived by each Lender, each Borrower and the Agent and by each and
every Person now or hereafter claiming by, through or under such Persons except
with respect to the gross negligence or willful misconduct of such Qualified
Trustee or for any Liens on the Collateral arising from, through or under such
Qualified Trustee in its individual capacity, and that so far as any Qualified
Trustee, individually or personally is concerned, each Lender, each Borrower and
the Agent and any Person claiming by, through or under such Persons shall look
solely, except as provided above, to the Trust Estates (and, to the extent any
Lender, Borrower or Agent has an interest therein, any liability insurance
proceeds), for the performance of any obligation under this Credit Agreement and
the other Loan Documents. The term "Trustee" as used in this Section 11.9(c)
shall include any



<PAGE>   87


                                                                             86



Qualified Trustee succeeding a Qualified Trustee, as trustee under a Trust
Agreement. Any obligation of any Borrower hereunder or under the other Loan
Documents may be performed by a Beneficial Owner, and any such performance shall
not be construed as revocation of the trust created by any Trust Agreement.

                  11.10 Severability. If any provision of this Agreement or the
other Loan Documents shall be determined to be illegal or invalid as to one or
more of the parties hereto, then such provision shall remain in effect with
respect to all parties, if any, as to whom such provision is neither illegal nor
invalid, and in any event all other provisions hereof shall remain effective and
binding on the parties hereto.

                  11.11 Entire Agreement. This Agreement, together with the
other Loan Documents, constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all previous proposals,
negotiations, representations, and other communications between or among the
parties, both oral and written, with respect thereto.

                  11.12 Usury Savings Clause. Notwithstanding any other
provision herein, the aggregate interest rate charged under any of the Notes or
this Agreement, including all charges or fees in connection therewith deemed in
the nature of interest under applicable law shall not exceed the Highest Lawful
Rate (as such term is defined below). If the rate of interest (determined
without regard to the preceding sentence) under any Note or this Agreement at
any time exceeds the Highest Lawful Rate (as defined below), the outstanding
amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of
interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder
(taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, the Borrowers, jointly and severally, shall pay to
the Agent an amount equal to the difference between the amount of interest paid
and the amount of interest which would have been paid if the Highest Lawful Rate
had at all times been in effect. Notwithstanding the foregoing, it is the
intention of the Lenders and the Borrowers to conform strictly to any applicable
usury laws. Accordingly, if any Lender contracts for, charges, or receives any
consideration which constitutes interest in excess of the Highest Lawful Rate,
then any such excess shall be cancelled automatically and, if previously paid,
shall at such Lender's option be applied to the outstanding amount of the Loans
made hereunder or be refunded to the applicable Borrower. As used in this
paragraph, the term "Highest Lawful Rate" means the maximum lawful interest
rate, if any, that at any time or from time to time may be contracted for,
charged, or received under the laws applicable to such Lender which are
presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious
interest rate than applicable laws now allow.

                  11.13 Payments. All principal, interest, and other amounts to
be paid by any Borrower under this Agreement and the other Loan Documents shall
be paid to the Agent at the Principal Office in Dollars and in immediately
available funds, without setoff, deduction or counterclaim. Subject to the
definition of "Interest Period" herein, whenever any payment under




<PAGE>   88


                                                                            87



this Agreement or any other Loan Document shall be stated to be due on a day
that is not a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time in such case shall be included in the
computation of interest and fees, as applicable, and as the case may be.

                  11.14 Confidentiality. The Agent and each Lender (each, a
"Lending Party") agrees to keep confidential any information furnished or made
available to it by UniCapital or any Affiliate of UniCapital pursuant to or in
connection with this Agreement or the other Loan Documents which is clearly
labeled as "confidential material"; provided that nothing herein shall prevent
any Lending Party from disclosing such information (a) to any other Lending
Party or any affiliate of any Lending Party, or any officer, director, employee,
agent, or advisor of any Lending Party or affiliate or any Lending Party, (b) to
any other Person if reasonably incidental to the administration of the credit
facility provided herein, (c) as required by any law, rule, or regulation, (d)
upon the order of any court or administrative agency, (e) upon the request or
demand of any regulatory agency or authority, (f) that is or becomes available
to the public or that is or becomes available to any Lending Party other than as
a result of a disclosure by any Lending Party prohibited by this Agreement, (g)
in connection with any litigation to which such Lending Party or any of its
affiliates may be a party, (h) to the extent necessary in connection with the
exercise of any remedy under this Agreement or any other Loan Document, and (i)
subject to provisions substantially similar to those contained in this Section,
to any actual or proposed participant or assignee.

                  11.15 GOVERNING LAW; WAIVER OF JURY TRIAL.

                  (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  (b) UNICAPITAL AND EACH BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, UNICAPITAL AND EACH BORROWER EXPRESSLY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE
OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING, AND UNICAPITAL AND EACH BORROWER HEREBY IRREVOCABLY
SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN
ANY SUCH SUIT, ACTION OR PROCEEDING.

                  (c) UNICAPITAL AND EACH BORROWER AGREES THAT SERVICE OF
PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT
OR OTHER LEGAL PROCESS IN ANY SUCH 


<PAGE>   89


                                                                             88



SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID)
TO THE ADDRESS OF UNICAPITAL OR SUCH BORROWER PROVIDED IN SECTION 11.2, OR BY
ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN
THE STATE OF NEW YORK.

                  (d) NOTHING CONTAINED IN SUBSECTIONS (a) OR (b) HEREOF SHALL
PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY OTHER
JURISDICTION. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH
JURISDICTION, UNICAPITAL AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH
SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT
AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE
AVAILABLE UNDER APPLICABLE LAW.

                  (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE
DELIVERED IN CONNECTION THEREWITH, UNICAPITAL, THE BORROWERS, THE AGENT AND THE
LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND
HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.















<PAGE>   90


                                                                             89







                            [SIGNATURE PAGES FOLLOW]









<PAGE>   91










         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.


                             FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                             not in its individual capacity, except as 
                             expressly specified herein, but solely as trustee,
                             as the Initial Borrower



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



<PAGE>   92





                             LEHMAN COMMERCIAL PAPER INC., as Agent
                             and as a Lender


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





<PAGE>   93










                  UniCapital has caused this instrument to be made, executed and
delivered by its duly authorized officer as of the day and year first written
above, in order to indicate UniCapital's agreement to be bound by each of the
terms of the Credit Agreement that are applicable to UniCapital.


                             UNICAPITAL CORPORATION



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



<PAGE>   94



                                    EXHIBIT A

                        Applicable Commitment Percentages


                                                          Applicable
                       Revolving Credit                   Commitment
Lender                   Commitment                       Percentage
------                   ----------                       ----------





<PAGE>   95



                                  Schedule 6.7

        Transfer Restrictions to Sale or Assignment of Financed Aircraft


                  1. Transfer will be subject to the Applicable Carrier's right
         of quiet enjoyment described in Section 3.4 hereof.

                  2. Such transfer shall not violate, and shall be in accordance
         with, any applicable laws.

                  3. Transferee may be required to be an institutional investor
         and/or have a specified minimum net worth or have its obligations
         guaranteed by a Person with a specified minimum net worth.

                  4. Transfers to competitors or other restricted persons may 
         be prohibited.

                  5. Transferee may be required to make customary covenants and
         representations and provide counsel opinions.

                  6. Transfers may be limited as to aggregate number of persons
         who may hold interests in the Financed Aircraft.

                  7. Transfers may be limited to persons organized, domiciled or
         resident in certain jurisdictions or so as otherwise to prevent or
         limit taxes.

                  8. Transferee may be required to pay all fees, costs and 
         taxes related to the transfer.

                  9.  Transferee may be required to make certain filings and 
         recordations.

                  10. Transferee may be required to provide certain indemnities
         in connection with the transfer.

                  The foregoing notwithstanding, the restrictions in items 3
through 10 shall only apply to a transfer of an Aircraft, or an interest in the
owner of an Aircraft, to the extent (a) such Aircraft is subject to an Eligible
Lease, (b) such Eligible Lease contains such restrictions, and (c) such Eligible
Lease has not been terminated.


<PAGE>   96




                                Schedule 7.21(a)

         Maintenance, Return, Alteration, Replacement, Pooling and Lease


                  Any Lease respect to any Financed Aircraft shall require the
Applicable Carrier to meet standards with respect to the maintenance and
alteration of such Financed Aircraft, and with respect to the replacement of
parts and pooling of parts and engines, which standards in each case meet the
requirements of the Security Agreement and are at least as restrictive as the
obligations of the Applicable Borrower with respect to such Aircraft under the
Security Agreement.

                  Any Lease with respect to any Financed Aircraft shall also
require that such Financed Aircraft be returned to the Applicable Borrower (i)
in compliance with the maintenance requirements set forth in the Security
Agreement, and (ii) in the case of an Aircraft, in such condition as to enable
an airworthiness certificate to be obtained from the FAA or (in the case of
Aircraft not registered in the United States) any Applicable Foreign
Jurisdiction with respect to such Aircraft.

                  Any Lease with respect to any Financed Aircraft shall also
contain restrictions on the leasing, subleasing and chartering of such Financed
Aircraft that are at least as restrictive as the terms of Section 8.17 and the
Security Agreement.




<PAGE>   97






                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
                                                     ARTICLE I 

                                               Definitions and Terms............................................  1
         1.1      Definitions...................................................................................  1

                                                     ARTICLE II

                                           The Revolving Credit Facility........................................ 32
         2.1      Revolving Loans............................................................................... 32
         2.2      Payment of Interest........................................................................... 34
         2.3      Payment of Principal.......................................................................... 34
         2.4      Manner of Payment............................................................................. 35
         2.5      Notes......................................................................................... 36
         2.6      Pro Rata Payments............................................................................. 36
         2.7      Reductions.................................................................................... 36
         2.8      Conversions and Elections of Subsequent Interest Periods...................................... 36
         2.9      Increase and Decrease in Amounts.............................................................. 37
         2.10     Fees.......................................................................................... 37
         2.11     Deficiency Advances........................................................................... 37
         2.12     Use of Proceeds............................................................................... 38
         2.13     Designation of Borrowing Affiliate; Releases.................................................. 38
         2.14     Joint and Several Liability................................................................... 39
         2.15     Eligible Lease Involving Eligible Intermediary................................................ 40

                                                    ARTICLE III

                                                     Security................................................... 40
         3.1      Security...................................................................................... 40
         3.2      Further Assurances............................................................................ 41
         3.3      Information Regarding Collateral.............................................................. 41
         3.4      Quiet Enjoyment............................................................................... 41

                                                    ARTICLE IV

                                              Change in Circumstances........................................... 42
         4.1      Increased Cost and Reduced Return............................................................. 42
         4.2      Limitation on Types of Loans.................................................................. 43
         4.3      Illegality.................................................................................... 44
         4.4      Treatment of Affected Loans................................................................... 44
         4.5      Compensation.................................................................................. 44
         4.6      Taxes......................................................................................... 45
</TABLE>


                                       -i-

<PAGE>   98



<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                            <C>
                                                    ARTICLE V

                                            Conditions to Making Loans.......................................... 47
         5.1      Conditions of Closing......................................................................... 47
         5.2      Conditions of Initial Loan.................................................................... 49
         5.3      Conditions of Revolving Loans................................................................. 52
         5.4      Appraisal Procedure........................................................................... 54

                                                    ARTICLE VI

                                          Representations and Warranties........................................ 55
         6.1      Organization and Authority.................................................................... 55
         6.2      Loan Documents................................................................................ 55
         6.3      Solvency...................................................................................... 56
         6.4      Subsidiaries and Stockholders................................................................. 56
         6.5      Ownership Interests........................................................................... 56
         6.6      Financial Condition........................................................................... 56
         6.7      Title to Properties........................................................................... 57
         6.8      Taxes......................................................................................... 57
         6.9      Other Agreements.............................................................................. 57
         6.10     Litigation.................................................................................... 58
         6.11     Margin Stock.................................................................................. 58
         6.12     Investment Company............................................................................ 58
         6.13     Patents, Etc.................................................................................. 58
         6.14     No Untrue Statement........................................................................... 58
         6.15     No Consents, Etc.............................................................................. 59
         6.16     Employee Benefit Plans........................................................................ 59
         6.17     No Default.................................................................................... 60
         6.18     Environmental Laws............................................................................ 60
         6.19     Employment Matters............................................................................ 60
         6.20     RICO.......................................................................................... 60
         6.21     Liens......................................................................................... 61

                                                   ARTICLE VII

                                               Affirmative Covenants............................................ 61
         7.1      Financial Reports, Etc........................................................................ 61
         7.2      Maintain Properties........................................................................... 63
         7.3      Existence, Qualification, Etc................................................................. 63
         7.4      Regulations and Taxes......................................................................... 63
         7.5      Insurance..................................................................................... 63
         7.6      True Books.................................................................................... 63
         7.7      Right of Inspection........................................................................... 63
         7.8      Observe all Laws.............................................................................. 64
         7.9      Governmental Licenses......................................................................... 64
         7.10     Covenants Extending to Other Persons.......................................................... 64
</TABLE>

                                      -ii-


<PAGE>   99









<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
         7.11     Officer's Knowledge of Default................................................................ 64
         7.12     Suits or Other Proceedings.................................................................... 64
         7.13     Notice of Environmental Complaint or Condition................................................ 64
         7.14     Environmental Compliance...................................................................... 65
         7.15     Indemnification............................................................................... 65
         7.16     Further Assurances............................................................................ 65
         7.17     Swap Agreements............................................................................... 65
         7.18     Continued Operations.......................................................................... 65
         7.19     Semi-Annual Appraisal of Aircraft and Leases.................................................. 65
         7.20     Semi-Annual Review of Rated Carriers and Aircraft Models...................................... 66
         7.21     Maintenance of Aircraft; Other Covenants and Restrictions; Non-
                  Discrimination................................................................................ 66
         7.22     Re-registration of Aircraft................................................................... 67
         7.23     Servicer...................................................................................... 67
         7.24     Employee Benefit Plans........................................................................ 67
         7.25     Collection Account............................................................................ 68

                                                  ARTICLE VIII

                                                Negative Covenants.............................................. 68
         8.1      EBITDA-to-Interest Ratio...................................................................... 68
         8.2      Acquisitions.................................................................................. 68
         8.3      Capital Expenditures.......................................................................... 68
         8.4      Liens......................................................................................... 68
         8.5      Indebtedness.................................................................................. 69
         8.6      Transfer of Assets............................................................................ 69
         8.7      Subsidiaries; Investments..................................................................... 70
         8.8      Merger or Consolidation....................................................................... 70
         8.9      Transactions with Affiliates.................................................................. 70
         8.10     Employee Benefit Plans; ERISA Affiliates; Employees........................................... 70
         8.11     Fiscal Year................................................................................... 71
         8.12     Dissolution, etc.............................................................................. 71
         8.13     Change in Control............................................................................. 71
         8.14     Negative Pledge Clauses....................................................................... 71
         8.15     Partnerships.................................................................................. 72
         8.16     Business and Operations....................................................................... 72
         8.17     Ownership, Operation and Leasing of Financed Aircraft......................................... 72
         8.18     Concentration Restrictions.................................................................... 72
         8.19     Servicing Agreement........................................................................... 72
         8.20     Representations regarding Agent and Lenders................................................... 73

                                                   ARTICLE IX

                                        Events of Default and Acceleration...................................... 73
         9.1      Events of Default............................................................................. 73
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<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
         9.2      Agent to Act.................................................................................. 76
         9.3      Cumulative Rights............................................................................. 76
         9.4      No Waiver..................................................................................... 77
         9.5      Allocation of Proceeds........................................................................ 77
         9.6      Activities of Eligible Carriers............................................................... 77

                                                       ARTICLE X

                                                     The Agent.................................................. 78
         10.1     Appointment, Powers, and Immunities........................................................... 78
         10.2     Reliance by Agent............................................................................. 79
         10.3     Defaults...................................................................................... 79
         10.4     Rights as Lender.............................................................................. 80
         10.5     Indemnification............................................................................... 80
         10.6     Non-Reliance on Agent and Other Lenders....................................................... 80
         10.7     Resignation of Agent.......................................................................... 80
         10.8     Fees.......................................................................................... 81

                                                       ARTICLE XI

                                                   Miscellaneous................................................ 81
         11.1     Assignments and Participations................................................................ 81
         11.2     Notices....................................................................................... 83
         11.3     Right of Set-off; Adjustments................................................................. 84
         11.4     Survival...................................................................................... 85
         11.5     Expenses...................................................................................... 85
         11.6     Amendments and Waivers........................................................................ 86
         11.7     Counterparts.................................................................................. 86
         11.8     Return of Funds............................................................................... 86
         11.9     Indemnification; Limitation of Liability...................................................... 86
         11.10    Severability.................................................................................. 88
         11.11    Entire Agreement.............................................................................. 88
         11.12    Usury Savings Clause.......................................................................... 88
         11.13    Payments...................................................................................... 89
         11.14    Confidentiality............................................................................... 89
         11.15    GOVERNING LAW; WAIVER OF JURY TRIAL........................................................... 89
</TABLE>



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<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                      <C>                                                                                   <C>
EXHIBIT A                Applicable Commitment Percentages                                                      A-1
EXHIBIT B                Form of Assignment and Acceptance                                                      B-1
EXHIBIT C                Notice of Appointment (or Revocation) of
                           Authorized Representative                                                            C-1
EXHIBIT D                Form of Borrowing Notice                                                               D-1
EXHIBIT E                Form of Interest Rate Selection Notice                                                 E-1
EXHIBIT F                Form of Note                                                                           F-1
EXHIBIT G-1              Form of Domestic Counsel Opinion                                                     G-1-1
EXHIBIT G-2              Form on FAA Counsel Opinion at Funding                                               G-2-1
EXHIBIT G-3              Form of Foreign Counsel Opinion                                                      G-3-1
EXHIBIT G-4              Form of Post-Funding FAA Counsel Opinion                                             G-4-1
EXHIBIT H                Compliance Certificate                                                                 H-1
EXHIBIT I                Form of Facility Guaranty                                                              I-1
EXHIBIT J                Form of Security Agreement                                                             J-1
EXHIBIT K                List of Rated Carriers
EXHIBIT L                List of Approved Aircraft Models                                                       L-1
EXHIBIT M                Required Insurance on Each Aircraft                                                    M-1
EXHIBIT N                Form of Lessee Estoppel Certificate                                                    N-1
EXHIBIT O                Form of UniCapital Parent Support Agreement
EXHIBIT P                Description of Sabena Portfolio
EXHIBIT Q                Form of Servicing Agreement                                                            Q-1
EXHIBIT R                Form of Assumption Letter                                                              R-1
EXHIBIT S                Borrowing Base Certificate                                                             S-1
EXHIBIT T-1              Form of Pledge and Security Agreement(for
                              pledged beneficial interest in UniCapital
                              Subsidiary Trust)                                                               T-1-1
EXHIBIT T-2              Form of Pledge and Security Agreement (for
                              pledged interest in UniCapital Special Purpose
                              Corporation, Beneficial Owner, Applicable
                              Intermediary or other
                              Subsidiary)                                                                     T-2-1
EXHIBIT U                Form of Lockbox Agreement                                                              U-1

Schedule 3.3                  Information Regarding Collateral
Schedule 6.7                  Transfer Restrictions to Sale or Assignment of Financed Aircraft
Schedule 6.8                  Tax Matters
Schedule 6.10                 Litigation
Schedule 7.2                  Maintenance
Schedule 7.21(a)              Maintenance, Return, Alteration, Replacement, Pooling and Lease
</TABLE>


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