<PAGE>

                                                                  EXHIBIT 10.17

                                CREDIT AGREEMENT
                                   (SECONDARY)

                           Dated as of March 15, 2004

                                      among


                        TOYOTA MOTOR CREDIT CORPORATION.
                                as the Borrower,


                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                                       and

                         The Other Lenders Party Hereto

                  --------------------------------------------

                         BANC OF AMERICA SECURITIES LLC,
                   as Sole Lead Arranger and Sole Book Manager

                  ---------------------------------------------

                              JPMORGAN CHASE BANK,
                              as Syndication Agent

                 ----------------------------------------------

                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                       and
                                 CITIBANK, N.A.,
                             as Documentation Agents

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



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                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I DEFINITIONS..........................................................1

    Section  1.1 Definitions...................................................1

ARTICLE II THE CREDITS........................................................14

    Section  2.1 Committed Loans..............................................14

    Section  2.2 Borrowings, Conversions and
                   Continuations of Committed Loans...........................14

    Section  2.3 Money Market Loans...........................................15

    Section  2.4 Prepayments..................................................18

    Section  2.6 Repayment of Loans...........................................19

    Section  2.7 Interest.....................................................19

    Section  2.8 Fees.........................................................20

    Section  2.9 Computation of Interest and Fees.............................20

    Section  2.10 Evidence of Debt............................................20

    Section  2.11 Payments Generally..........................................21

    Section  2.12 Sharing of Payments.........................................22

    Section  2.13 Extension of Maturity Date..................................23

    Section  2.14 Increase in Commitments.....................................24

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY............................25

    Section  3.1 Taxes........................................................25

    Section  3.2 Illegality...................................................26

    Section  3.3 Inability to Determine Rates.................................27

    Section  3.4 Increased Cost and Reduced Return; Capital Adequacy;
                    Reserves on Eurodollar Rate Loans.........................27

    Section  3.5 Funding Losses...............................................28

    Section  3.6 Matters Applicable to all Requests for Compensation..........28

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ARTICLE IV CONDITIONS.........................................................29

    Section  4.1 Effectiveness................................................29

    Section  4.2 Conditions to all Loans......................................30

ARTICLE V REPRESENTATIONS AND WARRANTIES......................................31

    Section  5.1 Corporate Existence and Power................................31

    Section  5.2 Corporate and Governmental Authorization:
                   No Contravention...........................................31

    Section  5.3 Binding Effect...............................................31

    Section  5.4 Financial Information........................................32

    Section  5.5 Litigation...................................................32

    Section  5.6 Compliance with ERISA........................................32

    Section  5.7 Environmental Matters........................................32

    Section  5.8 Taxes........................................................32

    Section  5.9 Subsidiaries.................................................33

    Section  5.10 Not an Investment Company...................................33

    Section  5.11 Disclosure..................................................33

ARTICLE VI COVENANTS..........................................................33

    Section  6.1 Information..................................................33

    Section  6.2 Maintenance of Property; Insurance...........................34

    Section  6.3 Conduct of Business and Maintenance of Existence.............35

    Section  6.4 Compliance with Laws.........................................35

    Section  6.5 Negative Pledge..............................................35

    Section  6.6 Consolidations...............................................36

    Section  6.7 Use of Proceeds..............................................37

    Section  6.8 Credit Support Agreement.....................................38

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ARTICLE VII DEFAULTS .........................................................38

    Section  7.1 Events of Default............................................38

    Section  7.2 Application of Funds.........................................39

ARTICLE VIII THE ADMINISTRATIVE AGENT.........................................40

    Section  8.1 Appointment and Authorization of Administrative Agent........40

    Section  8.2 Delegation of Duties.........................................40

    Section  8.3 Liability of Administrative Agent............................40

    Section  8.4 Reliance by Administrative Agent.............................41

    Section  8.5 Notice of Default............................................41

    Section  8.6 Credit Decision; Disclosure of Information
                    by Administrative Agent...................................42

    Section  8.7 Indemnification of Administrative Agent......................42

    Section  8.8 Administrative Agent in its Individual Capacity..............43

    Section  8.9 Successor Administrative Agent...............................43

    Section  8.10 Administrative Agent May File Proofs of Claim...............43

    Section  8.11 Other Agents, Arrangers and Managers........................44

ARTICLE IX MISCELLANEOUS .....................................................44

    Section  9.1 Amendments, Etc..............................................44

    Section  9.2 Notices and Other Communications; Facsimile Copies...........45

    Section  9.3 No Waiver; Cumulative Remedies...............................47

    Section  9.4 Attorney Costs, Expenses and Taxes...........................47

    Section  9.5 Indemnification by the Borrower..............................47

    Section  9.6 Payments Set Aside...........................................48

    Section  9.7 Successors and Assigns.......................................48

    Section  9.8 Confidentiality..............................................51

    Section  9.9 Set-off......................................................52

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    Section  9.10 Interest Rate Limitation....................................52

    Section  9.11 Counterparts................................................52

    Section  9.12 Integration.................................................52

    Section  9.13 Survival of Representations and Warranties..................52

    Section  9.14 Severability................................................53

    Section  9.15 Tax Forms...................................................53

    Section  9.16 Replacement of Lenders......................................55

    Section  9.17 Governing Law...............................................55

    Section  9.18 Waiver of Right to Trial by Jury............................55

    Section  9.19 USA Patriot Act Notice......................................55



SCHEDULE 2.1        COMMITMENTS AND PRO RATA SHARES

SCHEDULE 9.2        ADMINISTRATIVE AGENT'S OFFICE, CERTAIN ADDRESSES FOR NOTICES

EXHIBIT A           FORM OF COMMITTED LOAN NOTICE

EXHIBIT B           FORM OF NOTE

EXHIBIT C           FORM OF COMPLIANCE CERTIFICATE

EXHIBIT D           ASSIGNMENT AND ASSUMPTION

EXHIBIT E           FORM OF MONEY MARKET QUOTE REQUEST

EXHIBIT F           FORM OF INVITATION FOR MONEY MARKET QUOTES

EXHIBIT G           FORM OF MONEY MARKET QUOTE

EXHIBIT H           MATTERS ADDRESSED BY OPINION OF COUNSEL FOR THE BORROWER

EXHIBIT I           MATTERS ADDRESSED BY OPINION OF COUNSEL FOR THE
                    ADMINISTRATIVE AGENT


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<PAGE>

                                CREDIT AGREEMENT
                                   (Secondary)


     THIS CREDIT AGREEMENT (Secondary) (this "Agreement") dated as of March 15,
2004 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation
(the "Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and, individually, a "Lender"), BANK OF AMERICA, N.A., as
Administrative Agent, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and
Sole Book Manager, JPMORGAN CHASE BANK, as Syndication Agent, and THE BANK OF
TOKYO-MITSUBISHI, LTD. and CITIBANK, N.A., as Documentation Agents.

     WHEREAS, the Borrower has requested that the Lenders provide a revolving
credit facility that may be converted to a term facility, and the Lenders are
willing to do so on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto covenant and agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1 Definitions. The following terms, as used herein, have the
following meanings:

     "Absolute Rate Auction" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.3.

     "Administrative Agent" means Bank of America, N.A. in its capacity as
Administrative Agent for the Lenders hereunder, and its successors in such
capacity.

     "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 9.2, or such other address
or account as the Administrative Agent may from time to time notify the Borrower
and the Lenders.

     "Administrative Questionnaire" means, with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Lender.

     "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto.


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<PAGE>

     "Agent-Related Persons" means the Administrative Agent, together with its
Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the Arranger), and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.

     "Aggregate Commitments" means the Commitments of all the Lenders.

     "Agreement" means this Credit Agreement.

     "Applicable Rate" means the following percentages per annum:


                                  Applicable Rate

        Facility Fee              Eurodollar Rate            Base Rate
--------------------------- ------------------------- ------------------------
           0.04%                       0.11%                   0.00%


     If the Borrower converts the Loans to term Loans after the Revolving
Maturity Date pursuant to Section 2.13(c), the "Applicable Rate" shall be 0.10%
greater than the Applicable Rate indicated above during the period after such
Revolving Maturity Date.

     "Arranger" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

     "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit D.

     "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the reasonable allocated cost of internal legal services and all
expenses and disbursements of internal counsel.

     "Audited Financial Statements" means the audited consolidated balance sheet
of the Borrower and its Subsidiaries for the fiscal year ended March 31, 2003
(or such later date for which audited financial statements are delivered
pursuant to this Agreement) and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year of the
Borrower and its Subsidiaries, including the notes thereto.

     "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Revolving Maturity Date, (b) the date of termination
of the Aggregate Commitments pursuant to Section 2.5, and (c) the date of
termination of the commitment of each Lender to make Loans pursuant to Section
7.1.

     "Bank of America" means Bank of America, N.A. and its successors.

     "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate


                                       2
<PAGE>

set by Bank of America based upon various factors including Bank of America's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in the
public announcement of such change.

     "Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.

     "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

     "Benefit Arrangement" means at any time an employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and
which is maintained or otherwise contributed to by any member of the ERISA
Group.

     "Borrower" means Toyota Motor Credit Corporation.

     "Borrowing" means a Committed Borrowing or a Money Market Borrowing.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, either or both of the state where the Administrative Agent's Office
is located, California, and New York and, if such day relates to any Eurodollar
Rate Loan or Money Market LIBOR Loan, means any such day on which dealings in
Dollar deposits are conducted by and between banks in the London interbank
eurodollar market.

     "Closing Date" means the first date all the conditions precedent in Section
4.1 are satisfied or waived in accordance with Section 4.1 (or, in the case of
Section 4.1(b), waived by the Person entitled to receive the applicable
payment).

     "Code" means the Internal Revenue Code of 1986, as amended and any
successor statute.

     "Combined Commitments" means, as of any time, the aggregate amount of the
Aggregate Commitments and the Primary Credit Agreement Commitments.

     "Combined Outstandings" means, as of any time, the aggregate principal
amount of Primary Credit Agreement Loans outstanding plus the Total
Outstandings.

     "Commitment" means, as to each Lender, its obligation to make Committed
Loans to the Borrower pursuant to Section 2.1 in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 2.1 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

     "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.1.

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<PAGE>

     "Committed Loan" means a loan made by a Lender pursuant to Section 2.1.

     "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other and (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.2(a), which, if in writing,
shall be substantially in the form of Exhibit A. A Committed Loan Notice for a
Eurodollar Rate Loan with an Interest Period extending beyond the Revolving
Maturity Date may only be delivered concurrently with a notice of election by
the Borrower to extend the Maturity Date to the Term Maturity Date pursuant to
Section 2.13(c).

     "Compliance Certificate" means a certificate substantially in the form of
Exhibit C.

     "Consolidated Subsidiary" means, with respect to any Person, at any date
any Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such statements
were prepared as of such date.

     "Control" has the meaning specified in the definition of "Affiliate."

     "Credit Facilities" means, collectively, this Agreement and the Primary
Credit Agreements.

     "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of the
Borrower's unsecured long-term debt credit enhanced in accordance with Section
6.8.

     "Debtor Relief Law" means the Bankruptcy Code of the United States, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.

     "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

     "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any applicable to Base Rate Loans plus (c) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan or Money Market
Loan, the Default Rate shall be an interest rate equal to the interest rate
(including any Applicable Rate) otherwise applicable to such Loan plus 2% per
annum, in each case to the fullest extent permitted by applicable Laws.

     "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans required to be funded by it hereunder within
three Business Days of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within three Business Days of
the date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

                                       4
<PAGE>

     "Dollar" and "$" mean lawful money of the United States.

     "Eligible Assignee" has the meaning specified in Section 9.7(g).

     "Environmental Laws" means any and all Laws relating to the environment,
the effect of the environment on human health or to emissions, discharges or
releases of pollutants, contaminants, hazardous substances or wastes into the
environment including, without limitation, ambient air, surface water, ground
water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, hazardous substances or wastes or the clean-up or
other remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Code.

     "Eurodollar Base Rate" has the meaning set forth in the definition of
Eurodollar Rate.

     "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

                                         Eurodollar Base Rate
     Eurodollar Rate     =     ----------------------------------------
                               1.00 minus Eurodollar Reserve Percentage

Where,

     "Eurodollar Base Rate" means, for such Interest Period:

     (a) the rate per annum equal to the rate determined by the Administrative
Agent to be the offered rate that appears on the page of the Telerate screen (or
any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period, or

     (b) if the rate referenced in the preceding clause (a) does not appear on
such page or service or such page or service shall not be available, the rate
per annum equal to the rate determined by the Administrative Agent to be the
offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or

     (c) if the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum determined by the Administrative Agent as the rate
of interest at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the


                                       5
<PAGE>

approximate amount of the Eurodollar Rate Loan being made, continued or
converted by the Administrative Agent and with a term equivalent to such
Interest Period would be offered by the Administrative Agent's London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 4:00 p.m. (London time) two Business Days prior to the first day
of such Interest Period.

     "Eurodollar Rate Loan" means a Committed Loan that bears interest at a rate
based on the Eurodollar Rate.

     "Eurodollar Reserve Percentage" means, for any date during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirements) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

     "Event of Default" has the meaning set forth in Section 7.1.

     "Federal Funds Rate" means, for any day, the rate per annum 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 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 (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.

     "Foreign Lender" has the meaning specified in Section 9.15(a)(i).

     "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

     "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, consistently
applied.

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, central bank or other entity exercising executive, legislative,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

     "Indemnified Liabilities" has the meaning set forth in Section 9.5.

                                       6
<PAGE>

     "Indemnitees" has the meaning set forth in Section 9.5.

     "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan or Money
Market Loan, the last day of each Interest Period applicable to such Loan and
the Maturity Date; provided, however, that if any Interest Period for a
Eurodollar Rate Loan or Money Market Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Committed
Loan, the last Business Day of each March, June, September and December, the
Revolving Maturity Date, and, if later than the Revolving Maturity Date, the
Maturity Date.

     "Interest Period" means, (a) as to each Eurodollar Rate Loan, the period
commencing on the date such Loan is disbursed or converted to or continued as a
Eurodollar Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the Borrower in its Committed Loan Notice, (b) as to
each Money Market LIBOR Loan, the period commencing on the date such Loan is
disbursed and ending on the date that is such whole number of months thereafter
as the Borrower may elect in accordance with Section 2.3, and (c) as to each
Money Market Absolute Rate Loan, the period commencing on the date such Loan is
disbursed and ending on the date that is such number of days thereafter as the
Borrower may elect in accordance with Section 2.3; provided that:

          (i) any Interest Period that would otherwise end on a day that is not
     a Business Day shall be extended to the next succeeding Business Day unless
     such Business Day falls in another calendar month, in which case such
     Interest Period shall end on the next preceding Business Day;

          (ii) any Interest Period that 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 the calendar month at the end of such Interest
     Period; and

          (iii) no Interest Period for a Eurodollar Rate Loan shall extend
     beyond the Maturity Date, and no Interest Period for Money Market Loans
     shall extend beyond the Revolving Maturity Date.

     Notwithstanding the foregoing, the Borrower may select an Interest Period
     for a Eurodollar Rate Loan which would end after the Revolving Maturity
     Date only if it has previously delivered, or delivers concurrently with the
     applicable Committed Loan Notice, an election to extend the Maturity Date
     to the Term Maturity Date pursuant to Section 2.13(c).

     "Invitation for Money Market Quotes" means an Invitation for Money Market
Quotes substantially in the form of Exhibit F hereto.

     "IRS" means the United States Internal Revenue Service.

     "Laws" means, collectively, all federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
authorities, including the interpretation or


                                       7
<PAGE>

administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders of any Governmental Authority.

     "Lender" has the meaning specified in the introductory paragraph hereto.

     "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

     "LIBOR Auction" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the Eurodollar Rate pursuant to Section 2.3.

     "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan or a Money Market Loan, including a
Loan converted to a term Loan pursuant to Section 2.13(c).

     "Loan Documents" means this Agreement and each Note.

     "Material Plan" means at any time a Plan or Plans having aggregate Unfunded
Liabilities in excess of $25,000,000.

     "Maturity Date" means the Revolving Maturity Date, or if the Loans are
converted to term Loans pursuant to Section 2.13, the Term Maturity Date.

     "Maximum Aggregate Commitments" means $400,000,000.

     "Money Market Absolute Rate" has the meaning set forth in Section
2.3(d)(ii).

     "Money Market Absolute Rate Loan" means a loan to be made by a Lender
pursuant to an Absolute Rate Auction.

     "Money Market Borrowing" means a borrowing consisting of simultaneous Money
Market Loans of the same Type and, in the case of Money Market LIBOR Loans
bearing interest calculated based on the Eurodollar Rate, having the same
Interest Period made by a Lender pursuant to Section 2.3.

     "Money Market LIBOR Loan" means a loan to be made by a Lender pursuant to a
LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant
to Section 3.2).

     "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

     "Money Market Margin" has the meaning set forth in Section 2.3(d)(ii).

     "Money Market Quote" means an offer, substantially in the form of Exhibit G
hereto, by a Lender to make a Money Market Loan in accordance with Section 2.3.

                                       8
<PAGE>

     "Money Market Quote Request" means a Money Market Quote Request
substantially in the form of Exhibit E hereto.

     "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

     "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

     "Note" or "Notes" means a promissory note or promissory notes made by the
Borrower in favor of a Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit B.

     "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Borrower arising under any Loan Document or
otherwise with respect to any Loan, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against the Borrower of any proceeding under any Debtor
Relief Laws naming the Borrower as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.

     "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

     "Other Taxes" means 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 any Loan Document or from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect
to, any Loan Document, excluding taxes, charges and levies payable in respect of
any Money Market Loan for any reason except a Regulatory Change occurring after
the date that the Money Market Quote for such Money Market Loan was delivered.

     "Outstanding Amount" means, with respect to Committed Loans and Money
Market Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowing and prepayments or repayments of Committed
Loans and Money Market Loans, as the case may be, occurring on such date.

     "Parent" means, with respect to any Lender, any Person controlling such
Lender.

                                       9
<PAGE>

     "Participant" has the meaning set forth in Section 9.7(d).

     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

     "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

     "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

     "Primary Credit Agreements" mean, collectively, (i) that certain First
Amended and Restated Credit Agreement (364 Day Facility) dated as of September
11, 2003 among the Borrower, Bank of America, N.A., as Administrative Agent,
JPMorgan Chase Bank, as Syndication Agent, and The Bank of Tokyo-Mitsubishi,
Ltd. and Citibank, N.A., as Documentation Agents, and the Lenders party thereto,
and (ii) that certain Credit Agreement (Five Year Facility) dated as of
September 12, 2002 among the Borrower, Bank of America, N.A., as Administrative
Agent, JPMorgan Chase Bank, as Syndication Agent, and The Bank of
Tokyo-Mitsubishi, Ltd. and Citibank, N.A., as Documentation Agents, and the
Lenders party thereto, as each such agreement may be amended, extended or
replaced from time to time.

     "Primary Credit Agreement Commitments" means, as of any time, the aggregate
of all commitments to make Primary Credit Agreement Loans to the Borrower
pursuant to the Primary Credit Agreements.

     "Primary Credit Agreement Loans" means an extension of credit to the
Borrower under the Primary Credit Agreements in the form of a committed loan or
a money market loan, including a loan converted to a term loan pursuant to
either Primary Credit Agreement.

     "Proportionate Secondary Share" means, at any time, a fraction (expressed
as a percentage, carried out to the ninth decimal place), the numerator of which
is the Aggregate Commitments at such time and the denominator of which is the
Combined Commitments; provided, that if the commitment to make loans under any
Credit Facility has been terminated (including, without limitation, termination
of the commitment to make Loans under this Agreement pursuant to Section 7.1) or
if any loans under any Credit Facility have been converted to term loans
(including, without limitation, Loans converted to term loans pursuant to
Section 2.13(c)), then the Proportionate Secondary Share shall be calculated,
respectively, based on the Aggregate Commitments and Combined Commitments that
have not terminated or been converted to term facilities, plus, in each case,
the Combined Outstandings under Credit Facilities whose commitments have
terminated or been converted to term facilities.

     "Pro Rata Share" means, with respect to each Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the amount of the


                                       10
<PAGE>

Commitment of such Lender at such time and the denominator of which is the
amount of the Aggregate Commitments at such time; provided that if the
commitment of each Lender to make Loans has been terminated pursuant to Section
7.1 or if the Loans have been converted to term Loans pursuant to Section
2.13(c), then the Pro Rata Share of each Lender shall be determined based on the
Pro Rata Share of such Lender immediately prior to such termination or
conversion and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.1 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

     "Rating Agency" means S&P or Moody's.

     "Register" has the meaning set forth in Section 9.7(c).

     "Regulatory Change" means, with respect to any Lender, the introduction of
or any change in or in the interpretation of any Law, or such Lender's
compliance therewith.

     "Request for Loans" means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice and (b) with respect to
a Money Market Borrowing, a Notice of Money Market Borrowing (as defined in
Section 2.3(f)).

     "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans has been terminated pursuant to Section 7.1 or if the Loans have
been converted to Term Loans pursuant to Section 2.13(c), Lenders holding in the
aggregate more than 50% of the Total Outstandings; provided that the Commitment
of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.

     "Regulation U" means Regulation U of the FRB, as in effect from time to
time.

     "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of the Borrower as set forth
in a written notice from the Borrower to the Administrative Agent. The
Administrative Agent may conclusively rely on each such notice unless and until
a subsequent writing shall be delivered by the Borrower to the Administrative
Agent that identifies the prior writing that is to be superseded and stating
that it is to be so superseded. Any document delivered hereunder that is signed
by a Responsible Officer of the Borrower shall be conclusively presumed to have
been authorized by all necessary corporate action on the part of the Borrower.

     "Revolving Maturity Date" means the later of (a) September 10, 2004, and
(b) if maturity is extended pursuant to Section 2.13(b), such extended revolving
maturity date as determined pursuant to such Section.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

                                       11
<PAGE>

     "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

     "Significant Subsidiary" means any Subsidiary which would meet the
definition of "Significant Subsidiary" contained in Regulation S-X (or similar
successor provision) of the Securities and Exchange Commission.

     "Subsidiary" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

     "Taxes" means, with respect to any payment by the Borrower under this
Agreement or any other Loan Document, any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, (i) in the case of
the Administrative Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise and similar taxes imposed on it, by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or where
the Administrative Agent's Office or a Lender's Lending Office is located and
(ii) any United States withholding tax imposed on payments by the Borrower under
this Agreement or any other Loan Document to a Lender that is subject to such
withholding tax (x) with respect to payments on a Money Market Loan, on the date
that such Lender delivers a Money Market Quote for such Money Market Loan and
(y) with respect to all other payments, on the date such Lender becomes a party
to this Agreement.

     "Term Maturity Date" means the date that is one year from the Revolving
Maturity Date upon conversion of the Loans to term Loans in accordance with
Section 2.13(c).

     "TMC Consolidated Subsidiary" means at any date a Subsidiary or other
entity the accounts of which would be consolidated with those of Toyota Motor
Corporation in its consolidated financial statements if such statements were
prepared as of such date.

     "Total Outstandings" means the aggregate Outstanding Amount of all Loans.

     "Type" means, with respect to a Loan, its character as a Base Rate Loan, a
Eurodollar Rate Loan, a Money Market LIBOR Loan or a Money Market Absolute Rate
Loan.

     "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

                                       12
<PAGE>

     "United States" and "U.S." means the United States of America, including
the States and the District of Columbia, but excluding its territories and
possessions.

     Section 1.2 Other Interpretive Provisions. With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

     (a) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

     (b) (i) The words "herein," "hereto," "hereof" and "hereunder" and words of
similar import when used in any Loan Document shall refer to such Loan Document
as a whole and not to any particular provision thereof.

         (ii) Article, Section, Exhibit and Schedule references are to the Loan
     Document in which such reference appears.

         (iii) The term "including" is by way of example and not limitation.

         (iv) The term "documents" includes any and all instruments, documents,
     agreements, certificates, notices, reports, financial statements and other
     writings, however evidenced, whether in physical or electronic form.

     (c) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding;" and the word "through" means "to and
including."

     (d) Section headings herein and in the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

     Section 1.3 Accounting Terms. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements.

     Section 1.5 References to Agreements and Laws. Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including
the Loan Documents) and other contractual instruments shall be deemed to include
all subsequent amendments, restatements, extensions, supplements and other
modifications thereto; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.

     Section 1.6 Times of Day. Unless otherwise specified, all references herein
to times of day shall be references to Pacific time (daylight or standard, as
applicable).

                                       13
<PAGE>

                                   ARTICLE II

                                   THE CREDITS

     Section 2.1 Committed Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided, however, that
after giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender shall not exceed such Lender's Commitment.
Within the limits of each Lender's Commitment, and subject to the other terms
and conditions hereof, the Borrower may borrow under this Section 2.1, prepay
under Section 2.4, and, unless converted to a term Loan pursuant to Section
2.13(c), reborrow under this Section 2.1. Committed Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.

     Section 2.2 Borrowings, Conversions and Continuations of Committed Loans.

     (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon the Borrower's irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative
Agent not later than 10:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Loans, and (ii) on the requested date of any Borrowing of or conversion of
Eurodollar Rate Loans to Base Rate Committed Loans. Each telephonic notice by
the Borrower pursuant to this Section 2.2(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer or any other Person
designated in writing by a Responsible Officer of the Borrower to the
Administrative Agent. Each Borrowing of, conversion to or continuation of Loans
shall be in a principal amount of $50,000,000 or a whole multiple of $5,000,000
in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Borrower fails to specify a Type of Committed Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month.

                                       14
<PAGE>

     (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the contents thereof and the amount of its
Pro Rata Share of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection. In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.2, the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

     (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in
Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

     (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than twenty (20) Interest
Periods in effect with respect to Committed Loans.

     Section 2.3 Money Market Loans.

     (a) In addition to Committed Loans pursuant to Section 2.1, the Borrower
may, as set forth in this Section, request the Lenders during the Availability
Period to make offers to make Money Market Loans in United States Dollars to the
Borrower; provided, however, that after giving effect to any Money Market
Borrowing the Total Outstandings shall not exceed the Aggregate Commitments. The
Lenders may, but shall have no obligation to, make such offers and the Borrower
may, but shall have no obligation to, accept any such offers in the manner set
forth in this Section.

     (b) When the Borrower wishes to request offers to make Money Market Loans
under this Section, it shall transmit to the Administrative Agent by facsimile
transmission a Money Market Quote Request, appropriately completed and signed by
a Responsible Officer or any


                                       15
<PAGE>

other Person designated in writing by a Responsible Officer of the Borrower to
the Administrative Agent, so as to be received no later than 9:00 a.m. on (x)
the fourth Business Day prior to the date of Borrowing proposed therein, in the
case of a LIBOR Auction or (y) the Business Day next preceding the date of
Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified to the Lenders not
later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective)
specifying: (i) the proposed date of Borrowing, which shall be a Business Day,
(ii) the aggregate amount of such Borrowing, which shall be $50,000,000 or a
larger multiple of $5,000,000, (iii) the duration of the Interest Period
applicable thereto, subject to the provisions of the definition of Interest
Period, and (iv) whether the Money Market Quotes requested are to set forth a
Money Market Margin or a Money Market Absolute Rate. The Borrower may request
offers to make Money Market Loans for more than one Interest Period in a single
Money Market Quote Request. No Money Market Quote Request shall be given within
five Business Days (or such other number of days as the Borrower and the
Administrative Agent may agree) of any other Money Market Quote Request.

     (c) Promptly upon receipt of a Money Market Quote Request, the
Administrative Agent shall send to the Lenders by telex or facsimile
transmission an Invitation for Money Market Quotes, which shall constitute an
invitation by the Borrower to each Lender to submit Money Market Quotes offering
to make the Money Market Loans to which such Money Market Quote Request relates
in accordance with this Section.

     (d) (i) Each Lender may submit a Money Market Quote containing an offer or
     offers to make Money Market Loans in response to any Invitation for Money
     Market Quotes. Each Money Market Quote must comply with the requirements of
     this subsection (d) and must be submitted to the Administrative Agent by
     telex or facsimile transmission at the Administrative Agent's Office not
     later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed
     date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m.. on the
     proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
     either case, such other time or date as the Borrower and the Administrative
     Agent shall have mutually agreed and shall have notified to the Lenders not
     later than the date of the Money Market Quote Request for the first LIBOR
     Auction or Absolute Rate Auction for which such change is to be effective);
     provided that Money Market Quotes submitted by the Administrative Agent (or
     any Affiliate of the Administrative Agent) in the capacity of a Lender may
     be submitted, and may only be submitted, if the Administrative Agent or
     such Affiliate notifies the Borrower of the terms of the offer or offers
     contained therein not later than 15 minutes prior to the deadline for the
     other Lenders. Subject to Articles IV and VII, any Money Market Quote so
     made shall be irrevocable except with the written consent of the
     Administrative Agent given on the instructions of the Borrower.

         (ii) Each Money Market Quote shall specify (A) the proposed date of
     Borrowing; (B) the principal amount of the Money Market Loan for which each
     such offer is being made, which principal amount (w) may be greater than or
     less than the Commitment of the quoting Lender, (x) must be $5,000,000 or a
     larger multiple of $l,000,000, (y) may not exceed the principal amount of
     Money Market Loans for which


                                       16
<PAGE>

     offers were requested and (z) may be subject to an aggregate limitation as
     to the principal amount of Money Market Loans for which offers being made
     by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction,
     the margin above or below the applicable Eurodollar Rate (the "Money Market
     Margin") offered for each such Money Market Loan, expressed as a percentage
     (specified to the nearest 1/10,000th of 1%) to be added to or subtracted
     from such base rate; (D) in the case of an Absolute Rate Auction, the rate
     of interest per annum (specified to the nearest 1/10,000th of 1%) (the
     "Money Market Absolute Rate") offered for each such Money Market Loan; and
     (E) the identity of the quoting Lender. A Money Market Quote may set forth
     up to five separate offers by the quoting Lender with respect to each
     Interest Period specified in the related Invitation for Money Market
     Quotes.

         (iii) Any Money Market Quote shall be disregarded if it (A) is not
     substantially in conformity with the definition thereof or does not specify
     all of the information required by subsection (d)(ii); (B) contains
     qualifying, conditional or similar language; (C) proposes terms other than
     or in addition to those set forth in the applicable Invitation for Money
     Market Quotes; or (D) arrives after the time set forth in subsection
     (d)(i).

     (e) The Administrative Agent shall promptly notify the Borrower of the
terms (i) of any Money Market Quote submitted by a Lender that is in accordance
with subsection (d) and (ii) of any Money Market Quote that amends, modifies or
is otherwise inconsistent with a previous Money Market Quote submitted by such
Lender with respect to the same Money Market Quote Request. Any such subsequent
Money Market Quote shall be disregarded by the Administrative Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Administrative Agent's notice to the
Borrower shall specify (i) the aggregate principal amount of Money Market Loans
for which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (ii) the respective principal amounts and
Money Market Margins or Money Market Absolute Rates, as the case may be, so
offered and (iii) if applicable, limitations on the aggregate principal amount
of Money Market Loans for which offers in any single Money Market Quote may be
accepted.

     (f) Not later than 9:00 a.m. on the third Business Day prior to the
proposed date of Borrowing of Money Market LIBOR Loans or 10:00 a.m. on the
Business Day of the proposed date of Borrowing of Money Market Absolute Rate
Loans (or such other time or date as the Borrower and the Administrative Agent
shall have mutually agreed and shall have notified to the Lenders not later than
the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective), the Borrower
shall notify the Administrative Agent of its acceptance or non-acceptance of the
offers so notified to it pursuant to subsection (e). In the case of acceptance,
such notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that
(i) the aggregate principal amount of each Money Market Borrowing may not exceed
the applicable amount set forth in the related Money Market Quote Request; (ii)
the principal amount of each Money Market Borrowing must be $50,000,000 or a
larger multiple of $5,000,000; (iii) acceptance of offers may only be made on
the basis of ascending Money Market Margins or Money Market Absolute Rates, as
the case may be, and (iv) the aggregate principal


                                       17
<PAGE>

amount of Money Market Borrowings and Loans then outstanding may not exceed the
Proportionate Secondary Share of the Combined Outstandings.

     (g) If offers are made by two or more Lenders with the same Money Market
Margins or Money Market Absolute Rates, as the case may be, for a greater
aggregate principal amount than the amount in respect of which such offers are
accepted for the related Interest Period, the principal amount of Money Market
Loans in respect of which such offers are accepted shall be allocated by the
Administrative Agent among such Lenders as nearly as possible (in multiples of
$1,000,000, as the Administrative Agent may deem appropriate) in proportion to
the aggregate principal amounts of such offers. Determinations by the
Administrative Agent of the amounts of Money Market Loans shall be conclusive in
the absence of manifest error.

     Section 2.4 Prepayments.

     (a) The Borrower may, upon notice to the Administrative Agent, at any time
or from time to time voluntarily prepay Money Market Loans bearing interest at
the Base Rate pursuant to Section 3.2 and Committed Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior
to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Committed Loans or Money Market Loans bearing interest
at the Base Rate pursuant to Section 3.2; and (ii) any prepayment of Loans shall
be in a principal amount of $50,000,000 or a whole multiple of $5,000,000 in
excess thereof. Except as provided in the preceding sentence, the Borrower may
not prepay all or any portion of the principal amount of any Money Market Loan
prior to the last day of the Interest Period therefor. Each such notice shall
specify the date and amount of such prepayment, whether the Loans to be prepaid
are Committed Loans or Money Market Loans, and the Type(s) of Loans to be
prepaid. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice and the contents thereof with respect to Committed
Loans, and of the amount of such Lender's Pro Rata Share of such prepayment of
such Committed Loans. The Administrative Agent will promptly notify each Lender
that has made a Money Market Loan that is to be prepaid of the receipt by the
Administrative Agent of each notice and the contents thereof with respect to
such Money Market Loan and the contents thereof and of the amount of such
prepayment of such Money Market Loan. If such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of
a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant to Section 3.5. Each such
prepayment of Committed Loans shall be applied to the Committed Loans of the
Lenders in accordance with their respective Pro Rata Shares. Each such
prepayment of Money Market Loans shall be applied ratably to the Money Market
Loans of the Lenders that made such Loans.

     (b) If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans in an aggregate amount equal to such excess.

                                       18
<PAGE>

     (c) If for any reason the Total Outstandings at any time exceed the
Proportionate Secondary Share of the Combined Outstandings then in effect, the
Borrower shall immediately prepay Loans in an aggregate amount equal to such
excess.

     Section 2.5 Termination or Reduction of Commitments. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or from
time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 10:00
a.m. three Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $25,000,000 or any
whole multiple of $5,000,000 in excess thereof, and (iii) the Borrower shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Outstandings would exceed
the Aggregate Commitments. The Administrative Agent will promptly notify the
Lenders of any such notice of termination or reduction of the Aggregate
Commitments. Any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to its Pro Rata Share. All facility fees
accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination.

     Section 2.6 Repayment of Loans.

     (a) The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Loans outstanding on such date.

     (b) The Borrower shall repay each Money Market Loan on the earlier to occur
of (i) the last day of the Interest Period therefor and (ii) the Revolving
Maturity Date.

     Section 2.7 Interest.

     (a) Subject to the provisions of subsection (b) below, (i) subject to
Section 3.2, each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each
Base Rate Committed Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate plus the Applicable Rate; (iii) subject to Section 3.2, each Money Market
LIBOR Loan shall bear interest on the outstanding principal amount thereof for
the Interest Period applicable thereto at a rate per annum equal to the sum of
the Eurodollar Rate for such Interest Period plus or minus the Money Market
Margin quoted by the Lender making such Loan; and (iv) each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof for the Interest Period applicable thereto at a rate per annum equal to
the Money Market Absolute Rate quoted by the Lender making such Loan.

     (b) If any amount payable by the Borrower under any Loan Document is not
paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Furthermore,
upon the request of the Required Lenders, while any Event of Default


                                       19
<PAGE>

exists, the Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable on demand.

     (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

     Section 2.8 Fees.

     (a) Facility Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the Applicable Rate times the actual daily amount of the Aggregate
Commitments, regardless of usage (or, if the Aggregate Commitments have
terminated, on the Outstanding Amount of all Loans). The facility fee shall
accrue at all times during the Availability Period (and thereafter so long as
any Loans remain outstanding), including at any time during which one or more of
the conditions in Article IV is not met, and shall be due and payable quarterly
in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date (and, if applicable, thereafter on demand). The facility fee shall
be calculated quarterly in arrears.

     (b) Other Fees. The Borrower shall pay to the Lenders such fees as shall
have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.

     Section 2.9 Computation of Interest and Fees. All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year). Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.11(a),
bear interest for one day.

     Section 2.10 Evidence of Debt. The Loans made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Loans made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower under the Loan Documents to pay any amount owing with
respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and


                                       20
<PAGE>

records of the Administrative Agent shall control in the absence of manifest
error. Upon the request of any Lender made through the Administrative Agent, the
Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender's Loans in addition to such
accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.

     Section 2.11 Payments Generally.

     (a) All payments to be made by the Borrower shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent's Office in
Dollars and in immediately available funds not later than 12:00 noon on the date
specified herein. The Administrative Agent will promptly distribute to each
Lender its Pro Rata Share (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent after 12:00 noon shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.

     (b) If any payment to be made by the Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as
the case may be.

     (c) Unless the Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

          (i) if the Borrower failed to make such payment, each Lender shall
     forthwith on demand repay to the Administrative Agent the portion of such
     assumed payment that was made available to such Lender in immediately
     available funds, together with interest thereon in respect of each day from
     and including the date such amount was made available by the Administrative
     Agent to such Lender to the date such amount is repaid to the
     Administrative Agent in immediately available funds at the Federal Funds
     Rate from time to time in effect; and

          (ii) if any Lender failed to make such payment, such Lender shall
     forthwith on demand pay to the Administrative Agent the amount thereof in
     immediately available funds, together with interest thereon for the period
     from the date such amount was made available by the Administrative Agent to
     the Borrower to the date such amount is recovered by the Administrative
     Agent (the "Compensation Period") at a rate per annum equal to the Federal
     Funds Rate from time to time in effect. If such Lender pays such


                                       21
<PAGE>

     amount to the Administrative Agent, then such amount shall constitute such
     Lender's Loan included in the applicable Borrowing. If such Lender does not
     pay such amount forthwith upon the Administrative Agent's demand therefor,
     the Administrative Agent may make a demand therefor upon the Borrower, and
     the Borrower shall pay such amount to the Administrative Agent, together
     with interest thereon for the Compensation Period at a rate per annum equal
     to the rate of interest applicable to the applicable Borrowing. Nothing
     herein shall be deemed to relieve any Lender from its obligation to fulfill
     its Commitment or to prejudice any rights which the Administrative Agent or
     the Borrower may have against any Lender as a result of any default by such
     Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (c) shall be conclusive, absent
manifest error.

     (d) If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this
Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Borrowing set
forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest, on the succeeding
Business Day.

     (e) The obligations of the Lenders hereunder to make Committed Loans are
several and not joint. The failure of any Lender to make any Committed Loan on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Committed Loan.

     (f) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

     Section 2.12 Sharing of Payments. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Committed Loans made
by it, any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Committed Loans made by them as shall be necessary to
cause such purchasing Lender to share the excess payment in respect of such
Committed Loans pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 9.6 (including
pursuant to any settlement entered into by the purchasing Lender in its
discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender's ratable share (according
to the proportion of (i) the amount of such paying Lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total


                                       22
<PAGE>

amount so recovered, without further interest thereon. The Borrower agrees that
any Lender so purchasing a participation from another Lender may, to the fullest
extent permitted by Law, exercise all of its rights of payment (including any
right of set-off, but subject to Section 9.9) with respect to such participation
as fully as if such Lender were the direct creditor of the Borrower in the
amount of such participation. The Administrative Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

     Section 2.13 Extension of Maturity Date.

     (a) Not earlier than 60 days prior to, nor later than 45 days prior to, the
Revolving Maturity Date then in effect, the Borrower may, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), request a
364-day extension of the Revolving Maturity Date then in effect. Within 30 days
of delivery of such notice, each Lender shall notify the Administrative Agent
whether or not it consents to such extension (which consent may be given or
withheld in such Lender's sole and absolute discretion). Any Lender not
responding within the above time period shall be deemed not to have consented to
such extension. The Administrative Agent shall promptly notify the Borrower and
the Lenders of the Lenders' responses. If any Lender declines, or is deemed to
have declined, to consent to such extension, the Borrower may cause any such
Lender to be replaced as a Lender pursuant to Section 9.16. The Borrower shall
be deemed to have withdrawn any request to extend the Revolving Maturity Date if
it delivers or is required to deliver a notice of election to convert the Loans
to term Loans pursuant to Section 2.13(c).

     (b) The Revolving Maturity Date shall be extended only if all Lenders
(after giving effect to any replacements of Lenders permitted herein) (the
"Consenting Lenders") have consented thereto. If so extended, the Revolving
Maturity Date, as to the Consenting Lenders, shall be extended to a date 364
days from the Revolving Maturity Date then in effect, effective as of the
Revolving Maturity Date then in effect (such existing Revolving Maturity Date
being the "Revolving Extension Effective Date"). The Administrative Agent and
the Borrower shall promptly confirm to the Lenders such extension and the
Revolving Extension Effective Date. As a condition precedent to such extension,
the Borrower shall deliver to the Administrative Agent a certificate of the
Borrower dated as of the Revolving Extension Effective Date (in sufficient
copies for each Lender) signed by a Responsible Officer of the Borrower (i)
certifying and attaching the resolutions adopted by the Borrower approving or
consenting to such extension and (ii) in the case of the Borrower, certifying
that, before and after giving effect to such extension, (A) the representations
and warranties contained in Article V and the other Loan Documents are true and
correct on and as of the Revolving Extension Effective Date, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date, and
except that for purposes of this Section 2.13, the representations and
warranties contained in subsections (a) and (b) of Section 5.4 shall be


                                       23
<PAGE>

deemed to refer to the most recent statements furnished pursuant to subsections
(a) and (b), respectively, of Section 6.1, and (B) no Default exists. The
Borrower shall prepay any Committed Loans outstanding on the Revolving Extension
Effective Date (and pay any additional amounts required pursuant to Section 3.5)
to the extent necessary to keep outstanding Committed Loans ratable with any
revised and new Pro Rata Shares of all the Lenders.

     (c) Not later than 30 days prior to the Revolving Maturity Date, the
Borrower may, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), elect to convert the Loans into term Loans payable on the
date (the "Term Maturity Date") one year from the Revolving Maturity Date.
Concurrently with delivering any Request for Loans relating to Eurodollar Rate
Loans with an Interest Period ending after the Revolving Maturity Date the
Borrower shall deliver a notice to the Administrative Agent that it elects to
convert the Loans into term Loans in accordance with the preceding sentence. If
the Borrower so elects to convert the Loans to term Loans, subject to the
satisfaction of the conditions precedent contained in this Section 2.13(c), the
Maturity Date shall automatically be extended to the Term Maturity Date
effective as of the Revolving Maturity Date then in effect (such existing
Revolving Maturity Date being the "Term Extension Effective Date"), and, on and
after the Term Extension Effective Date, the Loans shall be term Loans that (a)
may not be reborrowed once repaid, (b) may be converted from Base Rate Loans to
Eurodollar Rate Loans and from Eurodollar Rate Loans to Base Rate Loans, and (c)
are payable in full on the Term Maturity Date. The Administrative Agent and the
Borrower shall promptly confirm to the Lenders such extension and the Term
Extension Effective Date. As conditions precedent to such extension, (i) the
Borrower shall deliver to the Administrative Agent a certificate of the Borrower
dated as of the Term Extension Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of the Borrower certifying that no
Default exists, and (ii) as of the Term Extension Effective Date, any
outstanding Money Market Loans shall have been prepaid, to the extent permitted
by Section 2.4(a), or repaid in accordance with this Agreement, and if such
prepayment or repayment is to be made in whole or in part from Committed Loans,
such Committed Loans shall have been made at least one Business Day prior to the
Term Extension Effective Date.

     (d) This Section shall supersede any provisions in Section 2.12 or Section
9.1 to the contrary.

     Section 2.14 Increase in Commitments.

     (a) Provided there exists no Default, upon notice to the Administrative
Agent (which shall promptly notify the Lenders), the Borrower may from time to
time, request an increase in the Aggregate Commitments to an amount (for all
such requests) not exceeding the Maximum Aggregate Commitments. At the time of
sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to
respond (which shall in no event be less than 10 Business Days from the date of
delivery of such notice to the Lenders). Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its


                                       24
<PAGE>

Commitment. The Administrative Agent shall notify the Borrower and each Lender
of the Lenders' responses to each request made hereunder. To achieve the full
amount of a requested increase, the Borrower may also invite additional Eligible
Assignees to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to the Administrative Agent and its counsel. The consent
of the Lenders is not required to increase the amount of the Aggregate
Commitments pursuant to this Section, except that each Lender shall have to
right to consent to an increase in the amount of its Commitment as set forth in
this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to
increase the Aggregate Commitments by the amount requested by the Borrower
pursuant to this Section 2.14(a), the Borrower may (i) withdraw its request for
an increase in its entirety or (ii) accept, in whole or in part, the increases
that have been offered.

     (b) If the Aggregate Commitments are increased in accordance with this
Section, the Administrative Agent and the Borrower shall determine the effective
date (the "Increase Effective Date") and the final allocation of such increase.
The Administrative Agent shall promptly notify the Borrower and the Lenders of
the final allocation of such increase and the Increase Effective Date. As a
condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower dated as of the Increase
Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer of the Borrower certifying that no Default exists. The Borrower shall
prepay any Committed Loans outstanding on the Increase Effective Date (and pay
any additional amounts required pursuant to Section 3.5) to the extent necessary
to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares
arising from any nonratable increase in the Commitments under this Section.

     (c) This Section shall supersede any provisions in Sections 2.12 or 9.1 to
the contrary.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

     Section 3.1 Taxes.

     (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future Taxes. If
the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes
from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (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), each of the
Administrative Agent and such Lender receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, the Borrower shall
furnish to the Administrative Agent (which shall forward the same to such
Lender) the original or a certified copy of a receipt evidencing payment
thereof.

                                       25
<PAGE>

     (b) In addition, the Borrower agrees to pay to each Lender Other Taxes
incurred by such Lender.

     (c) If the Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

     (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.1(c) and (iii) any liability (including additions to
tax, penalties, interest and expenses) arising therefrom or with respect
thereto. Payment under this subsection (d) shall be made within 15 days after
the date the Lender or the Administrative Agent makes a demand therefor.

     Section 3.2 Illegality. If any Lender determines that any Regulatory Change
occurring on or after the date of this Agreement has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful as a result of such
Regulatory Change, for any Lender or its applicable Lending Office to make,
maintain or fund Eurodollar Rate Loans or Money Market LIBOR Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Committed Loans to Eurodollar Rate Loans or to make a Money
Market LIBOR Loan for which a Money Market Quote has been delivered shall be
suspended until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist (and
such Lender shall give such notice promptly upon receiving knowledge that such
circumstances no longer exist). If a Lender shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Eurodollar Rate
Loans or Money Market LIBOR Loans to maturity and shall so specify in a notice
pursuant to the preceding sentence, upon receipt of such notice, the Borrower
shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all Eurodollar Rate Loans or Money Market
LIBOR Loans, as the case may be, of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans or Money Market LIBOR Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

                                       26
<PAGE>

     Section 3.3 Inability to Determine Rates. If the Required Lenders determine
that for any reason adequate and reasonable means do not exist for determining
the Eurodollar Base Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan, or that the Eurodollar Base Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice (which revocation shall be made
promptly upon such instruction from the Required Lenders). Upon receipt of such
notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or, failing that, will be
deemed to have converted such request into a request for a Committed Borrowing
of Base Rate Loans in the amount specified therein.

     Section 3.4 Increased Cost and Reduced Return; Capital Adequacy; Reserves
on Eurodollar Rate Loans.

     (a) If on or after (i) the date hereof, in the case of Eurodollar Rate
Loans, or (ii) the date that a Money Market Quote is given for a Money Market
LIBOR Loan, any Lender determines that as a result of a Regulatory Change, there
shall be a material increase in the cost to such Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Loans or Money Market LIBOR
Loans, or a reduction in the amount received or receivable by such Lender in
connection with any Eurodollar Rate Loan or Money Market LIBOR Loan (excluding
for purposes of this subsection (a) any such increased costs or reduction in
amount resulting from (i) Taxes or Other Taxes (as to which Section 3.1 shall
govern), (ii) changes in the basis of taxation of overall net income or overall
gross income by the United States or any foreign jurisdiction or any political
subdivision of either thereof under the Laws of which such Lender is organized
or has its Lending Office, and (iii) reserve requirements utilized in the
determination of the Eurodollar Rate), then from time to time within 15 days of
demand by such Lender (with a copy of such demand to the Administrative Agent),
subject to Section 3.4(c), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction.

     (b) If any Lender determines that the introduction of any Law after the
date hereof regarding capital adequacy or any change therein or in the
interpretation thereof, or compliance by such Lender (or its Lending Office)
therewith (including determination that, for purposes of capital adequacy
requirements, the Commitment of such Lender does not constitute a commitment
with an original maturity of one year or less), has the effect of materially
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
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), subject to
Section 3.4(c),the Borrower shall pay within 15 days of demand by such Lender
such additional amounts as will compensate such Lender for such reduction.

                                       27
<PAGE>

     (c) Promptly after receipt of knowledge of any Regulatory Change or other
event that will entitle any Lender to compensation under this Section 3.4, such
Lender shall give notice thereof to the Borrower and the Administrative Agent
certifying the basis for such request for compensation in accordance with
Section 3.6(a) and designate a different Lending Office if such designation will
avoid, or reduce the amount of, compensation payable under this Section 3.4 and
will not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender. Notwithstanding anything in Sections 3.4(a) or
3.4(b) to the contrary, the Borrower shall not be obligated to compensate any
Lender for any amount arising or accruing before the earlier of (i) 180 days
prior to the date on which such Lender gives notice to the Borrower and the
Administrative Agent under this Section 3.4(c) or (ii) the date such amount
arose or began accruing (and such Lender did not know such amount was arising or
accruing) as a result of the retroactive application of Regulatory Change or
other event giving rise to the claim for compensation.

     Section 3.5 Funding Losses. Within 15 days after delivery of the
certificate described in the Section 3.6(a) by any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of each of the following (except to the extent
incurred by any Lender as a result of any action taken pursuant to Section 3.2):

     (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

     (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

     (c) any assignment of a Eurodollar Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 9.16;

including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained but excluding loss of margin for
the period after which any such payment or failure to convert, borrow or prepay.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.5, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Base Rate used in determining the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the
London interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurodollar Rate Loan was in fact so funded.

     Section 3.6 Matters Applicable to all Requests for Compensation.

                                       28
<PAGE>

     (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth in reasonable detail the
additional amount or amounts to be paid to it hereunder shall be conclusive if
prepared reasonably and in good faith. In determining such amount, the
Administrative Agent or such Lender may use any reasonable averaging and
attribution methods.

     (b) If (i) the obligation of any Lender to make Eurodollar Rate Loans shall
be suspended pursuant to Section 3.2 or (ii) any Lender has demanded
compensation under Section 3.1 or Section 3.4 with respect to Eurodollar Rate
Loans, the Borrower may give notice to such Lender through the Administrative
Agent that, unless and until such Lender notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer exist, effective 5 Business Days after the date of such notice from the
Borrower (A) all Loans which would otherwise be made by such Lender as
Eurodollar Rate Loans shall be made instead as Base Rate Loans (on which
interest and principal shall be payable contemporaneously with the related
Eurodollar Rate Loans of the other Lenders), and (B) after each of such Lender's
Eurodollar Rate Loans has been repaid, all payments of principal which would
otherwise be applied to Eurodollar Rate Loans shall be applied to repay such
Lender's Base Rate Loans instead.

     (c) If any Lender makes a claim for compensation or other payment under
Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or
impermissible for it to make, maintain or fund Eurodollar Rate Loans or Money
Market LIBOR Loans pursuant to Section 3.2, the Borrower may replace such Lender
in accordance with Section 9.16.

     (d) Prior to giving notice pursuant to Section 3.2 or to demanding
compensation or other payment pursuant to Section 3.1 or Section 3.4, each
Lender shall consult with the Borrower and the Administrative Agent with
reference to the circumstances giving rise thereto; provided that nothing in
this Section 3.6(d) shall limit the right of any Lender to require full
performance by the Borrower of its obligations under such Sections.


                                   ARTICLE IV

                                   CONDITIONS

     Section 4.1 Effectiveness. This Agreement shall become effective on the
date that each of the following conditions shall have been satisfied:

     (a) Receipt by the Administrative Agent of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Borrower, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and its legal counsel:

          (i) executed counterparts of this Agreement, sufficient in number for
     distribution to the Administrative Agent, each Lender and the Borrower;

                                       29
<PAGE>

          (ii) a Note executed by the Borrower in favor of each Lender;

          (iii) such certificates of resolutions or other action, incumbency
     certificates and/or other certificates of Responsible Officers of the
     Borrower as the Administrative Agent may require evidencing the identity,
     authority and capacity of each Responsible Officer thereof authorized to
     act as a Responsible Officer in connection with this Agreement and the
     other Loan Documents;

          (iv) such documents and certifications as the Administrative Agent may
     reasonably require to evidence that the Borrower is duly organized or
     formed, and that the Borrower is validly existing, in good standing and
     qualified to engage in business in California and each other jurisdiction
     where its ownership, lease or operation of properties or the conduct of its
     business requires such qualification, except to the extent that failure to
     do so could not reasonably be expected to cause a materially adverse change
     in the business, financial position, results of operations or prospects of
     the Borrower and its Consolidated Subsidiaries considered as a whole;

          (v) a favorable opinion of the General Counsel of the Borrower,
     addressed to the Administrative Agent and each Lender, as to the matters
     set forth in Exhibit H;

          (vi) a favorable opinion of Morrison & Foerster LLP, counsel to the
     Administrative Agent, addressed to the Administrative Agent and each
     Lender, as to the matters set forth in Exhibit I;

          (vii) such other assurances, certificates, documents or consents as
     the Administrative Agent or the Required Lenders reasonably may require.

     (b) Any fees required to be paid on or before the Closing Date shall have
been paid.

     (c) Unless waived by the Administrative Agent, the Borrower shall have paid
all Attorney Costs of the Administrative Agent to the extent invoiced prior to
or on the Closing Date, plus such additional amounts of Attorney Costs as shall
constitute its reasonable estimate of Attorney Costs incurred or to be incurred
by it through the closing proceedings (provided that such estimate shall not
thereafter preclude a final settling of accounts between the Borrower and the
Administrative Agent).

     Section 4.2 Conditions to all Loans. The obligation of each Lender to honor
any Request for Loans (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent:

     (a) The representations and warranties of the Borrower contained in Article
V (except for the representations and warranties set forth in Section 5.4(b),
the accuracy of which it is expressly agreed shall not be a condition to making
Loans) shall be true and correct on and as of the date of such Loan, except (A)
to the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier


                                       30
<PAGE>

date, and (B) except that for purposes of this Section 4.2, the representations
and warranties contained in Section 5.4(a) shall be deemed to refer to the most
recent statements furnished from time to time pursuant to Section 6.1(a).

     (b) No Default shall exist, or would result from such proposed Loan.

     (c) After giving effect to all Loans requested by the Borrower as of any
day and all Primary Credit Agreement Loans made on or prior to such date, the
Total Outstandings would not exceed the Proportionate Secondary Share of the
Combined Outstandings.

     (d) The Administrative Agent shall have received a Request for Loans in
accordance with the requirements hereof.

     Each Request for Loans (other than a Committed Loan Notice requesting only
a conversion of Committed Loans to the other Type or a continuation of
Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.2(a)
through (c) have been satisfied on and as of the date of the applicable Loans.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

     Section 5.1 Corporate Existence and Power. The Borrower is a corporation
duly incorporated, validly existing and in good standing under the Laws of
California, and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted. The Borrower is in compliance with all Laws except (i) where failure
to be so could not reasonably be expected to cause a material adverse change in
the business, financial position, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries considered as a whole or (ii) such
requirement of Law or order, writ, injunction or decree is being contested in
good faith by appropriate proceedings diligently conducted.

     Section 5.2 Corporate and Governmental Authorization: No Contravention. The
execution, delivery and performance by the Borrower of this Agreement and each
other Loan Document are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action, require no action by or in respect
of, or filing with, any Governmental Authority and do not contravene, or
constitute a default under, any provision of applicable Law or of the
Organization Documents of the Borrower or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Borrower or any
of its Subsidiaries.

     Section 5.3 Binding Effect. This Agreement constitutes a valid and binding
agreement of the Borrower and each other Loan Document, when executed and
delivered in accordance with


                                       31
<PAGE>

this Agreement, will constitute a valid and binding obligation of the Borrower,
in each case enforceable in accordance with its terms.

     Section 5.4 Financial Information.

     (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein and (ii) fairly present, in conformity with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly provided therein, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal year.

     (b) Since the date of the Audited Financial Statements, there has been no
material adverse change in the business, financial position, results of
operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole.

     Section 5.5 Litigation. There is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against or affecting,
the Borrower or any of its Subsidiaries before any court, arbiter, or
Governmental Authority in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, consolidated
financial position or consolidated results of operations of the Borrower and its
consolidated Subsidiaries, considered as a whole or which in any manner draws
into question the validity of this Agreement or any Loan Document.

     Section 5.6 Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.

     Section 5.7 Environmental Matters. In the ordinary course of its business,
the Borrower conducts a review of the effect of Environmental Laws on the
business, operations and properties of the Borrower and its Subsidiaries. On the
basis of this review, the Borrower has reasonably concluded that the costs of
compliance with Environmental Laws, including associated liabilities, are
unlikely to have a material adverse effect on the business, financial condition,
results of operations or prospects of the Borrower and its Consolidated
Subsidiaries, considered as a whole.

     Section 5.8 Taxes. The Borrower and its Subsidiaries have filed all United
States Federal income tax returns and all other material tax returns which are
required to be filed by them and have paid all taxes, assessments, fees and
other governmental charges due pursuant to


                                       32
<PAGE>

such returns or pursuant to any assessment received by the Borrower or any
Subsidiary. The charges, accruals and reserves on the books of the Borrower and
its Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.

     Section 5.9 Subsidiaries. Each of the Borrower's Subsidiaries is a Person
duly organized, validly existing and in good standing under the Laws of its
jurisdiction of incorporation, and has all organizational powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

     Section 5.10 Not an Investment Company. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     Section 5.11 Disclosure. All information heretofore furnished by the
Borrower to the Administrative Agent or any Lender for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, and
all such information hereafter furnished by the Borrower to the Administrative
Agent or any Lender will be, true, accurate and complete in all material
respects on the date as of which such information is stated or certified.


                                   ARTICLE VI

                                    COVENANTS

     The Borrower agrees that, so long as any Lender has any Commitment
hereunder or any Loan or any Obligation hereunder shall remain unpaid or
unsatisfied:

     Section 6.1 Information. The Borrower will deliver to the Administrative
Agent and each of the Lenders:

     (a) as soon as available and in any event within 120 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of income and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by independent public accountants of nationally
recognized standing;

     (b) as soon as available and in any event within 60 days after the end of
each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income and
cash flow for such quarter and for the portion of the Borrower's fiscal year
ended at the end of such quarter setting forth in the case of such statements of
income and cash flows in comparative form the figures for the corresponding
quarter and the corresponding portion of the Borrower's fiscal year;

     (c) simultaneously with the delivery of each set of financial statements
referred to in subsection (a) above, a Compliance Certificate;

                                       33
<PAGE>

     (d) within 5 days after any officer of the Borrower obtains knowledge of
any Default, if such Default is then continuing, a certificate of the chief
financial officer or the chief accounting officer of the Borrower setting forth
the details thereof and the action which the Borrower is taking or proposes to
take with respect thereto;

     (e) promptly after the same are available, copies of all annual
registration statements (other than exhibits thereto, pricing supplements and
any registration statements (x) on Form S-8 or its equivalent or (y) in
connection with asset securitization transactions) and reports on Forms 10-K,
10-Q and 8-K (or their equivalents) which the Borrower shall have filed with the
SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and not
otherwise required to be delivered to the Administrative Agent pursuant hereto;

     (f) within 15 days after any officer of the Borrower at any time obtains
knowledge that any representation or warranty set forth in Section 5.6 would not
be true if made at such time, a certificate of the chief financial officer or
the chief accounting officer of the Borrower setting forth the details thereof
and the action which the Borrower is taking or proposes to take with respect
thereto;

     (g) promptly upon occurrence, notice of any change in the Primary Credit
Agreement Commitments; and

     (h) from time to time such additional information regarding the financial
position or business of the Borrower and its Subsidiaries as the Administrative
Agent, at the request of any Lender, may reasonably request.

     Documents required to be delivered pursuant to Section 6.1(a), (b) or (e)
may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto on the Borrower's website on the Internet at the website
address listed on Schedule 9.2; or (ii) on which such documents are posted on
the Borrower's behalf on IntraLinks/IntraAgency or another relevant website, if
any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (i) the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Borrower
to deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender and (ii) the Borrower
shall notify (which may be by facsimile or electronic mail) the Administrative
Agent, which shall notify the Lenders, of the posting of any such documents and
provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. The Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.

     Section 6.2 Maintenance of Property; Insurance.

                                       34
<PAGE>

     (a) The Borrower will keep, and will cause each Significant Subsidiary to
keep, all material property useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted.

     (b) The Borrower will maintain, and will cause each Significant Subsidiary
to maintain with financially sound and reputable insurance companies, insurance
in at least such amounts and against at least such risks (and with such risk
retention) as are usually insured against by companies of established repute
engaged in the same or similar business as the Borrower or such Significant
Subsidiary, and the Borrower will promptly furnish to the Administrative Agent
and the Lenders such information as to insurance carried as may be reasonably
requested in writing by the Administrative Agent.

     Section 6.3 Conduct of Business and Maintenance of Existence. The Borrower
will continue, and will cause each Significant Subsidiary to continue, to engage
in business of the same general type as conducted by the Borrower and its
Significant Subsidiaries on the Closing Date, and will preserve, renew and keep
in full force and effect, and will cause each Significant Subsidiary to
preserve, renew and keep in full force and effect their respective corporate
existence and their respective rights, privileges and franchises necessary or
desirable in the normal conduct of business; provided that nothing in this
Section 6.3 shall prohibit (i) any merger or consolidation involving the
Borrower which is permitted by Section 6.6, (ii) the merger of a Significant
Subsidiary into the Borrower or the merger or consolidation of a Significant
Subsidiary with or into another Person if the corporation surviving such
consolidation or merger is a Significant Subsidiary and if, in each case, after
giving effect thereto, no Default shall have occurred and be continuing or (iii)
the termination of the corporate existence of any Significant Subsidiary if the
Borrower in good faith determines that such termination is in the best interest
of the Borrower and is not materially disadvantageous to the Lenders.

     Section 6.4 Compliance with Laws. The Borrower will comply, and cause each
Significant Subsidiary to comply, in all material respects with all applicable
Laws (including, without limitation, Environmental Laws and ERISA and the rules
and regulations thereunder) except where the necessity of compliance therewith
is contested in good faith by appropriate proceedings.

     Section 6.5 Negative Pledge. The Borrower will not pledge or otherwise
subject to any lien any property or assets of the Borrower unless the Loans and
the Obligations of the Borrower under this Agreement are secured by such lien
equally and ratably with all other obligations secured thereby so long as such
other obligations shall be so secured; provided, however, that such covenant
will not apply to liens securing obligations which do not in the aggregate at
anyone time outstanding exceed 5% of Consolidated Net Tangible Assets (as
defined below) of the Borrower and its Consolidated Subsidiaries and also will
not apply to:

     (a) the pledge of any assets of the Borrower to secure any financing by the
Borrower of the exporting of goods to or between, or the marketing thereof in,
countries other than the United States in connection with which the Borrower
reserves the right, in accordance with customary and established banking
practice, to deposit, or otherwise subject to a lien, cash, securities or
receivables, for the purpose of securing banking accommodations or as the basis
for the issuance of bankers' acceptances or in aid of other similar borrowing
arrangements;

                                       35
<PAGE>

     (b) the pledge of receivables of the Borrower payable in currencies other
than United States dollars to secure borrowings in countries other than the
United States;

     (c) any deposit of assets of the Borrower with any surety company or clerk
of any court, or in escrow, as collateral in connection with, or in lieu of, any
bond on appeal by the Borrower from any judgment or decree against it, or in
connection with other proceedings in actions at law or in equity by or against
the Borrower or in favor of any Governmental Authority to secure progress,
advance or other payments in the ordinary course of the Borrower's business;

     (d) any lien or charge on any property of the Borrower, tangible or
intangible, real or personal, existing at the time of acquisition or
construction of such property (including acquisition through merger or
consolidation) or given to secure the payment of all or any part of the purchase
or construction price thereof or to secure any indebtedness incurred prior to,
at the time of, or within one year after, the acquisition or completion of
construction thereof for the purpose of financing all or any part of the
purchase or construction price thereof;

     (e) any lien in favor of the United States of America or any State thereof
or the District of Columbia, or any agency, department or other instrumentality
thereof, to secure progress, advance or other payments pursuant to any contract
or provision of any statute;

     (f) any lien securing the performance of any contract or undertaking not
directly or indirectly in connection with the borrowing of money, obtaining of
advances or credit or the securing of debt, if made and continuing in the
ordinary course of business;

     (g) any lien to secure nonrecourse obligations in connection with the
Borrower's engaging in leveraged or single-investor lease transactions; and

     (h) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien, charge or pledge
referred to in the foregoing clauses (a) to (g), inclusive, of this Section 6.5;
provided, however, that the amount of any and all obligations and indebtedness
secured thereby shall not exceed the amount thereof so secured immediately prior
to the time of such extension, renewal or replacement and that such extension,
renewal or replacement shall be limited to all or a part of the property which
secured the charge or lien so extended, renewed or replaced (plus improvements
on such property).

     "Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of the Borrower and its Consolidated Subsidiaries all as set forth
on the most recent balance sheet of the Borrower and its Consolidated
Subsidiaries prepared in accordance with GAAP.

     Section 6.6 Consolidations. Mergers and Sales of Assets. (a) The Borrower
shall not consolidate with or merge into any other Person or convey, transfer or
lease (whether in one transaction or in a series of transactions) all or
substantially all of its properties and assets to any Person, unless:

                                       36
<PAGE>

          (i) the Person formed by such consolidation or into which the Borrower
     is merged or the Person which acquires by conveyance or transfer, or which
     leases, all or substantially all of the properties and assets of the
     Borrower shall be a Person organized and existing under the Laws of the
     United States of America, any State thereof or the District of Columbia
     (the "Successor Corporation") and shall expressly assume, by an amendment
     or supplement to this Agreement, signed by the Borrower and such Successor
     Corporation and delivered to the Administrative Agent, the Borrower's
     obligation with respect to the due and punctual payment of the principal of
     and interest on all the Loans and the due and punctual payment of all other
     Obligations payable by the Borrower hereunder and the performance or
     observance of every covenant herein on the part of the Borrower to be
     performed or observed;

          (ii) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Borrower as a result of
     such transaction as having been incurred by the Borrower at the time of
     such transaction, no Default shall have happened and be continuing;

          (iii) if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Borrower would
     become subject to a mortgage, pledge, lien, security interest or other
     encumbrance which would not be permitted by Section 6.5 hereof, the
     Borrower or the Successor Corporation, as the case may be, takes such steps
     as shall be necessary effectively to secure the Loans and the Obligations
     of the Borrower under this Agreement equally and ratably with (or prior to)
     all indebtedness secured thereby; and

          (iv) the Borrower has delivered to the Administrative Agent a
     certificate signed by an executive officer and a written opinion or
     opinions of counsel satisfactory to the Administrative Agent (who may be
     counsel to the Borrower), each stating that such amendment or supplement to
     this Agreement complies with this Section 6.6 and that all conditions
     precedent herein provided for relating to such transaction have been
     complied with.

     (b) Upon any consolidation or merger or any conveyance, transfer or lease
of all or substantially all of the properties and assets of the Borrower in
accordance with Section 6.6(a), the Successor Corporation shall succeed to, and
be substituted for, and may exercise every right and power of, the Borrower
under this Agreement and the Loans with the same effect as if the Successor
Corporation had been named as the Borrower therein and herein, and thereafter,
the Borrower, except in the case of a lease of the Borrower's properties and
assets, shall be released from its liability as obligor on any of the Loans and
under this Agreement.

     Section 6.7 Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Borrower for its general corporate purposes
including, without limitation, the refunding of its maturing commercial paper.
None of such proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate of buying or carrying any "margin
stock" within the meaning of Regulation U. During the Availability Period,
subject to the other terms and conditions of this Agreement, the Borrower may
request and use the proceeds of Loans of one Type to repay outstanding Loans of
another Type.

                                       37
<PAGE>

     Section 6.8 Credit Support Agreement. The Borrower agrees to cause (i)
Toyota Financial Services Corporation and/or any other Affiliate of the Borrower
at all times to maintain in effect for short term and long term indebtedness of
the Borrower that is rated by any Rating Agency support agreements that are in
form and substance satisfactory to the Rating Agency providing such rating and
(ii) the Borrower's long-term Debt Ratings from S&P and Moody's to be not less
than A and A2, respectively.


                                   ARTICLE VII

                                    DEFAULTS

     Section 7.1 Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

     (a) the Borrower shall fail to pay when due any principal of any Loan or
shall fail to pay within 5 days of the due date thereof any interest on any
Loan, any fees or any other amount payable hereunder;

     (b) the Borrower shall fail to observe or perform any covenant contained in
Section 6.5, Section 6.6 or Section 6.7;

     (c) the Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement (other than those covered by clause (a) or (b)
above) for 30 days after notice thereof has been given to the Borrower by the
Administrative Agent at the request of any Lender;

     (d) any representation, warranty, certification or statement made by the
Borrower in this Agreement or in any certificate, financial statement or other
document delivered pursuant to this Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);

     (e) indebtedness for borrowed money of the Borrower or any of its
Subsidiaries in an aggregate amount in excess of $10,000,000 shall not be paid
when due or shall be accelerated prior to its stated maturity date and, within
10 days after written notice thereof is given to the Borrower by the
Administrative Agent, such indebtedness shall not be discharged or such
acceleration shall not be rescinded or annulled;

     (f) the Borrower or any Significant Subsidiary shall commence or consent to
the commencement of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding;

                                       38
<PAGE>

     (g) any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $10,000,000 which it shall have become liable
to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $25,000,000;

     (h) judgments or orders for the payment of money in excess of $10,000,000
in the aggregate shall be rendered against the Borrower or any Significant
Subsidiary and such judgments or orders shall continue unsatisfied and unstayed
for a period of 30 days; or

     (i) the Borrower shall cease to be a TMC Consolidated Subsidiary; or

     (j) an "Event of Default" shall occur under, and as defined in, either
Primary Credit Agreement;

then, and in every such event, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders and after notice to the
Borrower (i) terminate the commitment of each Lender to make Loans, and they
shall thereupon terminate, and (ii) declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower; provided,
however, that upon the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrower under the Bankruptcy Code of the United
States, the obligation of each Lender to make Loans shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable.

     Section 7.2 Application of Funds. After the exercise of remedies provided
for in Section 7.1 (or after the Loans have automatically become immediately due
and payable), any amounts received on account of the Obligations shall be
applied by the Administrative Agent in the following order:

     First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

     Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

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<PAGE>

     Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to them;

     Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans, ratably among the Lenders in proportion to the
respective amounts described in this clause Fourth held by them; and

     Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

     Section 8.1 Appointment and Authorization of Administrative Agent. Each
Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

     Section 8.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

     Section 8.3 Liability of Administrative Agent. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,


                                       40
<PAGE>

statement, representation or warranty made by the Borrower or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of the Borrower or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower or any Affiliate thereof.

         Section 8.4  Reliance by Administrative Agent.

     (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, 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 or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

     (b) For purposes of determining compliance with the conditions specified in
Section 4.1, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

     Section 8.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a "notice of default." The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default as may be directed by the Required
Lenders in accordance with Article VII; provided, however, that unless and until
the Administrative Agent has received any such direction, the


                                       41
<PAGE>

Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lenders.

     Section 8.6 Credit Decision; Disclosure of Information by Administrative
Agent. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Borrower or any Affiliate thereof, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender acknowledges that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and
its Subsidiaries, and all applicable bank or other regulatory Laws relating to
the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to the Borrower hereunder. Each Lender also
acknowledges that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower or any of its Affiliates
which may come into the possession of any Agent-Related Person.

     Section 8.7 Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this


                                       42
<PAGE>

Section shall survive termination of the Aggregate Commitments, the payment of
all other Obligations and the resignation of the Administrative Agent.

     Section 8.8 Administrative Agent in its Individual Capacity. Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower and its Affiliates as though Bank of America were not
the Administrative Agent hereunder and without notice to or consent of the
Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of
America or its Affiliates may receive information regarding the Borrower or any
of its Affiliates (including information that may be subject to confidentiality
obligations in favor of the Borrower or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Agreement as any other Lender and may exercise such rights and
powers as though it were not the Administrative Agent, and the terms "Lender"
and "Lenders" include Bank of America in its individual capacity.

     Section 8.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders,
which successor administrative agent shall be consented to by the Borrower in
writing at all times other than during the existence of an Event of Default
(which consent of the Borrower shall not be unreasonably withheld). If no
successor administrative agent is so appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent, and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article VIII and Sections 9.4 and
9.5 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

     Section 8.10 Administrative Agent May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent


                                       43
<PAGE>

shall have made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise

     (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Section 2.8 and Section 9.4) allowed in such judicial
proceeding; and

     (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Section 2.8 and Section 9.4. Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to
or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of the
claim of any Lender in any such proceeding.

     Section 8.11 Other Agents, Arrangers and Managers. None of the Lenders or
other Persons identified on the facing page or signature pages of this Agreement
as a "syndication agent," "documentation agent," "co-agent," "book manager,"
"lead manager," "arranger," "lead arranger" or "co-arranger" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than, in the case of such Lenders, those applicable to all Lenders as
such. Without limiting the foregoing, none of the Lenders or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders or other Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.

                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1 Amendments, Etc. Except as otherwise set forth in the last
sentence of this Section, no amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower, and acknowledged by the Administrative Agent, and each
such waiver or consent shall be effective only in the specific


                                       44
<PAGE>

instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

     (a) waive any condition set forth in Section 4.1(a) without the written
consent of each Lender;

     (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 7.1) without the written consent of
such Lender;

     (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby;

     (d) reduce the principal of, or the rate of interest specified herein on,
any Loan, or any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders shall be
necessary to amend the definition of "Default Rate" or to waive any obligation
of the Borrower to pay interest at the Default Rate;

     (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each
Lender;

     (f) change any provision of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender;

;provided further, that no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document. Notwithstanding anything to the contrary
herein, any amendment or waiver of any term of any Money Market Loan (except the
increase in the principal amount thereof or the extension of any Interest Period
until after the Revolving Maturity Date) made by a Lender hereunder shall be
effective if signed by such Lender and the Borrower and acknowledged by the
Administrative Agent and no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

     Section 9.2 Notices and Other Communications; Facsimile Copies.

     (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

                                       45
<PAGE>

          (i) if to the Borrower or the Administrative Agent, to the address,
     facsimile number, electronic mail address or telephone number specified for
     such Person on Schedule 9.2 or to such other address, facsimile number,
     electronic mail address or telephone number as shall be designated by such
     party in a notice to the other parties; and

          (ii) if to any other Lender, to the address, facsimile number,
     electronic mail address or telephone number specified in its Administrative
     Questionnaire or to such other address, facsimile number, electronic mail
     address or telephone number as shall be designated by such party in a
     notice to the Borrower and the Administrative Agent.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of subsection (c)
below), when delivered; provided, however, that notices and other communications
to the Administrative Agent pursuant to Article II shall not be effective until
actually received by such Person. In no event shall a voicemail message be
effective as a notice, communication or confirmation hereunder.

     (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may
be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on the Borrower,
the Administrative Agent and the Lenders. The Borrower may also require that any
such documents and signatures be confirmed by a manually-signed original
thereof; provided, however, that the failure to request or deliver the same
shall not limit the effectiveness of any facsimile document or signature.

     (c) Limited Use of Electronic Mail. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 6.1, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

     (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices) purportedly given by or on behalf of a
Responsible Officer of the Borrower or any other Person designated in writing by
a Responsible Officer to the Administrative Agent even if (i) such notices were
not otherwise made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrower shall indemnify each Agent-Related Person and each Lender
from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of a Responsible
Officer of the Borrower or any other Person designated in writing by a
Responsible Officer to the Administrative Agent. All telephonic notices to and
other


                                       46
<PAGE>

communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

     Section 9.3 No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by Law.

     Section 9.4 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this
Agreement and the other Loan Documents and any amendment, waiver, consent or
other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all costs and expenses incurred in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any "workout" or restructuring in
respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The
foregoing costs and expenses shall include all search and filing charges and
fees and taxes related thereto, and other out-of-pocket expenses incurred by the
Administrative Agent and the cost of independent public accountants and other
outside experts retained by the Administrative Agent or any Lender. All amounts
due under this Section 9.4 shall be payable within ten Business Days after
delivery to the Borrower of a certificate setting forth in reasonable detail the
basis for the amounts demanded. The agreements in this Section shall survive the
termination of the Aggregate Commitments and repayment of all other Obligations.

     Section 9.5 Indemnification by the Borrower. Whether or not the
transactions contemplated hereby are consummated, the Borrower shall indemnify
and hold harmless each Agent-Related Person, each Lender and their respective
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any



                                       47
<PAGE>

Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). All amounts due under this
Section 9.5 shall be payable within 10 Business Days after the Borrower receives
demand therefor setting forth in reasonable detail the basis for such demand.
The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations. Notwithstanding the foregoing, the Borrower shall not, in
connection with any single proceeding or series of related proceedings in the
same jurisdiction, be liable for the fees and expenses of more than one separate
firm or internal legal department (in addition to any local counsel) for all
Indemnitees, such firm or internal legal department to be selected by the
Administrative Agent; provided that if an Indemnitee shall have reasonably
concluded that (i) there may be legal defenses available to it which are
different from or additional to those available to other Indemnitees and may
conflict therewith or (ii) the representation of such Indemnitee and the other
Indemnitees by the same counsel would otherwise be inappropriate under
applicable principles of professional responsibility, such Indemnitee shall have
the right to select and retain separate counsel to represent such Indemnitee in
connection with such proceeding(s) at the expense of the Borrower.

     Section 9.6 Payments Set Aside. To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent or any Lender, or the
Administrative Agent or any Lender exercises any right of set-off, and such
payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

     Section 9.7 Successors and Assigns..

     (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without


                                       48
<PAGE>

the prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d)
of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

     (b) Any Lender may at any time assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Committed Loans at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Committed Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund (as defined in subsection (f) of this Section) with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Committed Loans outstanding thereunder) subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if "Trade Date"
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $10,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Committed Loans or the Commitment assigned; (iii) any assignment
of a Commitment must be approved by the Administrative Agent (which approval
shall not be unreasonably withheld or delayed) unless the Person that is the
proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not
the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.1, 3.4, 3.5, 9.4 and 9.5 with
respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this


                                       49
<PAGE>

Section. If the Eligible Assignee is a Foreign Lender, it shall deliver to the
Borrower and the Administrative Agent those documents required by Section 9.15.

     (c) The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

     (d) Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other
than a natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans owing to it); provided 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 and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to
Section 9.1 that directly affects such Participant. Subject to subsection (e) of
this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection (b) of this
Section. To the extent permitted by Law, each Participant also shall be entitled
to the benefits of Section 9.9 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.12 as though it were a Lender.

     (e) A Participant shall not be entitled to receive any greater payment
under Section 3.1 or Section 3.4 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.1 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 9.15
as though it were a Lender.

     (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve


                                       50
<PAGE>

Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

     (g) As used herein, the following terms have the following meanings:

     "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
     an Approved Fund; and (d) any other Person (other than a natural person)
     approved by (i) the Administrative Agent and (ii) unless an Event of
     Default has occurred and is continuing, the Borrower (each such approval
     not to be unreasonably withheld or delayed); provided that notwithstanding
     the foregoing, "Eligible Assignee" shall not include the Borrower or any of
     the Borrower's Affiliates or Subsidiaries.

     "Fund" means any Person (other than a natural person) that is (or will be)
     engaged in making, purchasing, holding or otherwise investing in commercial
     loans and similar extensions of credit in the ordinary course of its
     business.

     "Approved Fund" means any Fund that is administered or managed by (a) a
     Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
     entity that administers or manages a Lender.

     Section 9.8 Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable Laws or by
any subpoena or similar legal process; (d) to any other party to this Agreement;
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder; (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any Eligible Assignee of or Participant
in, or any prospective Eligible Assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any securitization or credit
derivative transaction relating to obligations of the Borrower; (g) with the
consent of the Borrower; (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Borrower; or (i) to the National Association of
Insurance Commissioners or any other similar organization. In addition, the
Administrative Agent and the Lenders may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Loans. For the purposes of this Section, "Information" means all information
received from the Borrower relating to the Borrower or its business, other


                                       51
<PAGE>

than any such information that is available to the Administrative Agent or any
Lender on a nonconfidential basis prior to disclosure by the Borrower; provided
that, in the case of information received from the Borrower after the date
hereof, such information is clearly identified in writing at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

     Section 9.9 Set-off. Upon the occurrence and during the continuance of any
Event of Default, nothing in this Agreement shall preclude any Lender, at any
time and from time to time, from exercising any right of set off, counterclaim,
or other rights it may have otherwise than under this Agreement and or from
applying amounts realized against any and all Obligations owing to such Lender
hereunder or under any other Loan Document, now or hereafter existing. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent 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.

     Section 9.10 Interest Rate Limitation. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower.

     Section 9.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     Section 9.12 Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

     Section 9.13 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the


                                       52
<PAGE>

time of any Borrowing and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any
Letter of Credit shall remain outstanding.

     Section 9.14 Severability. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     Section 9.15 Tax Forms.

     (a) (i) Each Lender that is not a "United States person" within the meaning
of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to the
Administrative Agent, prior to becoming a party to this Agreement (or upon
accepting an assignment of an interest herein), two duly signed completed copies
of either IRS Form W-8BEN or any successor thereto (relating to such Foreign
Lender and entitling it to an exemption from, or reduction of, withholding tax
on all payments to be made to such Foreign Lender by the Borrower pursuant to
this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all
payments to be made to such Foreign Lender by the Borrower pursuant to this
Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Foreign Lender is entitled to an exemption from,
or reduction of, U.S. withholding tax, including any exemption pursuant to
Section 881(c) of the Code. Thereafter and from time to time, each such Foreign
Lender shall (A) promptly submit to the Administrative Agent such additional
duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States Laws and
regulations to avoid, or such evidence as is satisfactory to the Borrower and
the Administrative Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Foreign
Lender by the Borrower pursuant to this Agreement, (B) promptly notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (C) take such steps as shall not
be materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws that the Borrower make any
deduction or withholding for taxes from amounts payable to such Foreign Lender.

         (ii) Each Foreign Lender, to the extent it does not act or ceases to
     act for its own account with respect to any portion of any sums paid or
     payable to such Lender under any of the Loan Documents (for example, in the
     case of a typical participation by such Lender), shall deliver to the
     Administrative Agent on the date when such Foreign Lender ceases to act for
     its own account with respect to any portion of any such sums paid or
     payable, and at such other times as may be necessary in the determination
     of the Administrative Agent (in the reasonable exercise of its discretion),
     (A) two duly signed completed copies of the forms or statements required to
     be provided by such Lender as


                                       53
<PAGE>

     set forth above, to establish the portion of any such sums paid or payable
     with respect to which such Lender acts for its own account that is not
     subject to U.S. withholding tax, and (B) two duly signed completed copies
     of IRS Form W-8IMY (or any successor thereto), together with any
     information such Lender chooses to transmit with such form, and any other
     certificate or statement of exemption required under the Code, to establish
     that such Lender is not acting for its own account with respect to a
     portion of any such sums payable to such Lender.

         (iii) The Borrower shall not be required to pay any additional amount
     to any Foreign Lender under Section 3.1 (A) with respect to any Taxes
     required to be deducted or withheld on the basis of the information,
     certificates or statements of exemption such Lender transmits with an IRS
     Form W-8IMY pursuant to this Section 9.15(a) or (B) if such Lender shall
     have failed to satisfy the foregoing provisions of this Section 9.15(a);
     provided that if such Lender shall have satisfied the requirement of this
     Section 9.15(a) on the date such Lender became a Lender or ceased to act
     for its own account with respect to any payment under any of the Loan
     Documents, nothing in this Section 9.15(a) shall relieve the Borrower of
     its obligation to pay any amounts pursuant to Section 3.1 in the event
     that, as a result of any change in any applicable Law, treaty or
     governmental rule, regulation or order, or any change in the
     interpretation, administration or application thereof, such Lender is no
     longer properly entitled to deliver forms, certificates or other evidence
     at a subsequent date establishing the fact that such Lender or other Person
     for the account of which such Lender receives any sums payable under any of
     the Loan Documents is not subject to withholding or is subject to
     withholding at a reduced rate.

         (iv) The Administrative Agent may, without reduction, withhold any
     Taxes required to be deducted and withheld from any payment under any of
     the Loan Documents with respect to which the Borrower is not required to
     pay additional amounts under this Section 9.15(a).

     (b) Upon the request of the Administrative Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.

     (c) If any Governmental Authority asserts that the Administrative Agent did
not properly withhold or backup withhold, as the case may be, any tax or other
amount from payments made to or for the account of any Lender, such Lender shall
indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the termination of the Aggregate Commitments,
repayment of all other Obligations hereunder and the resignation of the
Administrative Agent.

                                       54
<PAGE>

     Section 9.16 Replacement of Lenders. Under any circumstances set forth
herein providing that the Borrower shall have the right to replace a Lender as a
party to this Agreement, the Borrower may, upon notice to such Lender and the
Administrative Agent, replace such Lender by causing such Lender to assign its
Commitment (with the assignment fee to be paid by the Borrower in such instance)
pursuant to Section 9.7(b) to one or more other Lenders or Eligible Assignees
procured by the Borrower; provided, however, that if the Borrower elects to
exercise such rights with respect to any Lender pursuant to Section 3.6(c), it
shall be obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.1 or 3.4. The Borrower shall (y) pay in full
all principal, interest, fees and other amounts owing to such Lender through the
date of replacement (including any amounts payable pursuant to Section 3.5) and
(z) release such Lender from its obligations under the Loan Documents. Any
Lender being replaced shall execute and deliver an Assignment and Assumption
with respect to such Lender's Commitment and outstanding Loans.

     Section 9.17 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

     Section 9.18 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     Section 9.19 USA Patriot Act Notice. Each Lender and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Act"), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.


                                       55
<PAGE>


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


                                    TOYOTA MOTOR CREDIT CORPORATION

                                    By: /s/ George Borst
                                    --------------------------------------------
                                    Name:  George Borst
                                    Title: President and Chief Executive Officer




                                      S-1
<PAGE>



                                    BANK OF AMERICA, N.A., as Administrative
                                    Agent

                                    By: /s/ Anthea Del Bianco
                                    --------------------------------------------
                                    Name:  Anthea Del Bianco
                                    Title: Vice President



                                      S-2
<PAGE>



                                    BANK OF AMERICA, N.A., as a Lender

                                    By: /s/ Alan Roche
                                    --------------------------------------------
                                    Name:  Alan Roche
                                    Title: Managing Director


                                      S-3
<PAGE>



                                    JPMORGAN CHASE BANK, as Syndication Agent
                                    and a Lender

                                    By: /s/ James W. Peterson
                                    --------------------------------------------
                                    Name:  James W. Peterson
                                    Title: Vice President


                                      S-4
<PAGE>



                                    THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                    as Documentation Agent

                                    By: /s/ Hiroshi Jinza
                                    --------------------------------------------
                                    Name:  Hiroshi Jinza
                                    Title: Deputy General Manager



                                      S-5
<PAGE>



                                    CITICORP USA, INC, as
                                    Documentation Agent and a Lender

                                    By: /s/ Brian Y. Ike
                                    --------------------------------------------
                                    Name:  Brian Y. Ike
                                    Title: Director




                                      S-6
<PAGE>


                                                                    SCHEDULE 2.1


                                   COMMITMENTS
                               AND PRO RATA SHARES

             LENDER                            COMMITMENT         PRO RATA SHARE
--------------------------------------------------------------------------------

Bank of America, N.A.                       $100,000,000.00         25.000000%

JPMorgan Chase Bank                         $100,000,000.00         25.000000%

The Bank of Tokyo-Mitsubishi, Ltd.          $100,000,000.00         25.000000%

Citicorp USA, Inc.                          $100,000,000.00         25.000000%

Total                                       $400,000,000.00       100.000000000%


                                       1
<PAGE>

                                                                    SCHEDULE 9.2

                         ADMINISTRATIVE AGENT'S OFFICE,
                         CERTAIN ADDRESSES FOR NOTICES

BORROWER:

TOYOTA MOTOR CREDIT CORPORATION

Borrower's Address
------------------
(for all purposes)
Toyota Motor Credit Corporation
19001 South Western Avenue
P.O. Box 2991
Mail Stop NF-10
Torrance, Ca. 90509
Attention: Jeff Carter, National Treasury Manager
Telephone: (310) 468-6197
Facsimile: (310) 381-6655

(With a copy to):

Toyota Motor Credit Corporation
19001 South Western Avenue
P.O. Box 2991
Mail Stop NF-10
Torrance, Ca. 90509
Attention: Janet Rydell, Cash Manager
Telephone: (310) 468-6176
Facsimile: (310) 381-5219


ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.

Administrative Agent's Office
-----------------------------
(for Notices of Payments and Requests for Loans):
Bank of America, N.A.
1850 Gateway Blvd., 5th Floor
Concord, CA 94520
Mail Code: CA4-706-05-09
Attention: Kristine Kelleher
Telephone: (925) 675-8373
Facsimile: (800) 969-2414

(for Payments):

                                       1
<PAGE>

Bank of America, N.A.
Dallas, TX
Account No.: 3750836479
Ref: Toyota Motor Credit Corporation
ABA# 111000012


                                        2
<PAGE>


(Other Notices as Administrative Agent):
Bank of America, N.A.
Japan-Financial Institutions
Mail Code: 771-623-15-01
Sanno Park Tower 15F
2-11-1 Nagatacho, Chiyoda-Ku
Tokyo 100-6115
Japan
Attention: Mashiko Ando
Telephone: 81-3-3508-5907
Facsimile: 81-3-3508-5922
Electronic Mail: masahiko.ando@bankofamerica.com

(With a Copy to):
Bank of America, N.A.
Agency Management
Mail Code: CA5-701-05-19
1455 Market Street
San Francisco, CA 94103-1399
Attention: Anthea Del Bianco
Telephone: (415) 436-2776
Facsimile: (415) 503-5101
Electronic Mail: anthea.del_bianco@bankofamerica.com




                                       3
<PAGE>


                                                                       EXHIBIT A


                          FORM OF COMMITTED LOAN NOTICE

                                                        Date: ___________, _____

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement (Secondary), dated as of
March 15, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Toyota Motor Credit
Corporation, a California corporation (the "Borrower"), the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, Banc of
America Securities LLC, as Sole Lead Arranger and Sole Book Manager, JPMorgan
Chase Bank, as Syndication Agent, and The Bank of Tokyo-Mitsubishi, Ltd. and
Citibank, N.A., as Documentation Agents.

     The undersigned hereby requests (select one):

     [ ]  A Borrowing of Committed      [ ]  A conversion or continuation of
          Loans                              Loans

     1.   On                                            (a Business Day).
            --------------------------------------------

     2.   In the amount of $                                  .
                            ----------------------------------

     3.   Comprised of                                       .
                      ---------------------------------------
          [Type of Committed Loan requested]

     4.   For Eurodollar Rate Loans: with an Interest Period of        months.
                                                               --------

     [The Committed Borrowing requested herein complies with the proviso to the
first sentence of Section 2.1 of the Agreement.]

                                                 TOYOTA MOTOR CREDIT CORPORATION


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

                                       A-1

                          Form of Committed Loan Notice

<PAGE>


                                                                       EXHIBIT B

                                  FORM OF NOTE


                                                           _______________, 2004


     FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to
pay, without setoff or counterclaim, to _____________________ or registered
assigns (the "Lender"), in accordance with the provisions of the Agreement (as
hereinafter defined), the principal amount of each Loan from time to time made
by the Lender to the Borrower under that certain Credit Agreement (Secondary),
dated as of March 15, 2004 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger and
Sole Book Manager, JPMorgan Chase Bank, as Syndication Agent, and The Bank of
Tokyo-Mitsubishi, Ltd. and Citibank, N.A., as Documentation Agents.

     The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement. All
payments of principal and interest shall be made to the Administrative Agent for
the account of the Lender in Dollars in immediately available funds at the
Administrative Agent's Office. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.

     This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. Upon the occurrence and continuation of one or
more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. The Lender may also attach
schedules to this Note and endorse thereon the date, amount and maturity of its
Loans and payments with respect thereto.


                                       B-1

                                  Form of Note
<PAGE>


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

                                        TOYOTA MOTOR CREDIT CORPORATION



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


                                       B-2

                                  Form of Note

<PAGE>


                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                                           AMOUNT OF        OUTSTANDING
                                                          END OF          PRINCIPAL OR       PRINCIPAL
                      TYPE OF LOAN     AMOUNT OF         INTEREST        INTEREST PAID      BALANCE THIS      NOTATION
       DATE               MADE         LOAN MADE          PERIOD          THIS DATE            DATE            MADE BY
 --------------------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>              <C>                <C>               <C>              <C>


   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

   ------------       ------------    ------------     ------------       ------------      ------------     ------------

</TABLE>

                                       B-3

                                  Form of Note
<PAGE>


                                                                       EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE


     As required by Section 6.1(c) of the Credit Agreement (Secondary) dated as
of March 15, 2004 by and among Toyota Motor Credit Corporation, the Lenders
party thereto, Bank of America, N.A., as Agent, Banc of America Securities LLC,
as Sole Lead Arranger and Sole Book Manager, JPMorgan Chase Bank, as Syndication
Agent, and The Bank of Tokyo Mitsubishi, Ltd. and Citibank, N.A., as
Documentation Agents (the "Agreement"), I, __________________, do hereby certify
that I am the chief financial officer of Toyota Motor Credit Corporation, a
California corporation (the "Company"), and further certify on behalf of the
Company that, to the best of my knowledge, no Default (as defined in the
Agreement) under the Agreement exists as of the date of this Certificate.

                Certified this _____ day of ______________, 200_




                                       -----------------------------------------

                                       Name:
                                             -----------------------------------

                                       C-1
                         Form of Compliance Certificate
<PAGE>


                                                                       EXHIBIT D

                            ASSIGNMENT AND ASSUMPTION

     This Assignment and Assumption (this "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below and
(ii) to the extent permitted to be assigned under applicable Law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as
a Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at Law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.

     1.       Assignor:             ______________________________

     2.       Assignee:             ______________________________ [and is an
                                    Affiliate/Approved Fund of [identify
                                    Lender](1)]

     3.       Borrower(s):          Toyota Motor Credit Corporation

     4.       Administrative Agent: ______________________, as the
                                    administrative agent under the Credit
                                    Agreement

     5.       Credit Agreement:     Credit Agreement (Secondary), dated as of
                                    March 15, 2004 among Toyota Motor Credit
                                    Corporation, the Lenders parties thereto,
                                    Bank of America, N.A., as Administrative
                                    Agent, Banc of America Securities LLC, as
                                    Sole Lead Arranger and Sole Book Manager,
                                    JPMorgan Chase Bank, as Syndication Agent,
                                    and The Bank of Tokyo-Mitsubishi, Ltd. and
                                    Citibank, N.A., as Documentation Agents


-----------------
(1) Select as applicable.


                                       D-1
                            Assignment and Assumption

<PAGE>

     6.       Assigned Interest:<F1>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                           Aggregate
                           Amount of         Amount of           Percentage
                        Commitment/Loans   Commitment/Loans      Assigned of
 Facility Assigned      for all Lenders*      Assigned*      Commitment/Loans<F2>
--------------------------------------------------------------------------------
        <S>                    <C>              <C>                 <C>
Commitment/Committed
Loans being assigned    $______________    $______________      ____________%
--------------------------------------------------------------------------------

           [7.                Trade Date:   __________________]<F3>

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

     The terms set forth in this Assignment and Assumption are hereby agreed to:


                                               ASSIGNOR
                                               --------
                                               [NAME OF ASSIGNOR]

                                               By: _____________________________
                                                   Title:


                                               ASSIGNEE
                                               --------
                                               [NAME OF ASSIGNEE]

                                               By: _____________________________
                                                   Title:

<FN>
--------------
* Amount to be adjusted by the counterparties to take into account any payments
or prepayments made between the Trade Date and the Effective Date.

<F1> The reference to "Loans" in the table should be used only if the Credit
Agreement provides for Term Loans.

<F2> Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

<F3> To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.
</FN>
</TABLE>

                                       D-2
                            Assignment and Assumption

<PAGE>


[Consented to and](1) Accepted:

[NAME OF ADMINISTRATIVE AGENT], as
  Administrative Agent

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

[Consented to:](2)

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




-------------------
(1) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(2) To be added only if the consent of the Borrower and/or other parties is
required by the terms of the Credit Agreement.

                                       D-3
                            Assignment and Assumption

<PAGE>


                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


  (CREDIT AGREEMENT (SECONDARY) DATED AS OF MARCH 15, 2004 AMONG TOYOTA CREDIT
   CORPORATION, AS THE BORROWER, THE LENDERS PARTIES THERETO, BANK OF AMERICA,
   N.A., AS ADMINISTRATIVE AGENT, BANC OF AMERICA SECURITIES LLC, AS SOLE LEAD
 ARRANGER AND SOLE BOOK MANAGER, JPMORGAN CHASE BANK, AS SYNDICATION AGENT, AND
 THE BANK OF TOKYO-MITSUBISHI, LTD. AND CITIBANK, N.A., AS DOCUMENTATION AGENTS)

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

     1. Representations and Warranties.

     1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim created by the
Assignor and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.

     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.1 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the

                                       D-4
                            Assignment and Assumption
<PAGE>

obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

     2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned interest (including payments
of principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to or on or after the Effective Date. The Assignor
and the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

     3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the Law of the State of New York.


                                       D-5
                            Assignment and Assumption
<PAGE>


                                                                       EXHIBIT E

                       FORM OF MONEY MARKET QUOTE REQUEST

                                                        Date: ___________, _____

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement (Secondary), dated as of
March 15, 2004 (as amended , extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Toyota Motor Credit Corporation (the
"Borrower"), the Lenders from time to time party thereto, Bank of America, N.A.,
as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger
and Sole Book Manager, JPMorgan Chase Bank, as Syndication Agent, and The Bank
of Tokyo-Mitsubishi, Ltd. and Citibank, N.A., as Documentation Agents.

     The undersigned hereby requests Money Market Quotes for (select one):

[ ]   Money Market Absolute Rate for           [ ]   Money Market Margin for
      Money Market Absolute Rate Loans               Money Market LIBOR Loans

      1.   On                                       (a Business Day).
             ---------------------------------------

      2.   In the amount of $                                   .
                             -----------------------------------

      3.   For an Interest Period of             .
                                    -------------

     The Money Market Loans for which Money Market Quotes are requested herein
would comply with the proviso to the first sentence of Section 2.3(a) of the
Agreement.

                                                 TOYOTA MOTOR CREDIT CORPORATION


                                                 By:
                                                    ----------------------------

                                                 Name:
                                                      --------------------------

                                                 Title:
                                                       -------------------------

                                       E-1
                       Form of Money Market Quote Request
<PAGE>


                                                                       EXHIBIT F

                   FORM OF INVITATION FOR MONEY MARKET QUOTES


                                                        Date: ___________, _____

To:  Lenders party to the Agreement (as defined below)

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement (Secondary), dated as of
March 15, 2004 (as amended , extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Toyota Motor Credit Corporation (the
"Borrower"), the Lenders from time to time party thereto, Bank of America, N.A.,
as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger
and Sole Book Manager, JPMorgan Chase Bank, as Syndication Agent, and The Bank
of Tokyo-Mitsubishi, Ltd. and Citibank, N.A., as Documentation Agents.

     On behalf of the Borrower, you are invited to submit Money Market Quotes
for (select one):

[ ]   Money Market Absolute Rate for          [ ]    Money Market Margin for
      Money Market Absolute Rate Loans               Money Market LIBOR Loans

      1.    On                            (a Business Day).
              ----------------------------

      2.    In the amount of $                                         .
                              -----------------------------------------

      3.    For an Interest Period of                  .
                                     ------------------


     Please respond to this invitation by no later than [1 :00 p.m.] [9:00 a.m.]
on [date].

                                            BANK OF AMERICA, N.A., as
                                            Administrative Agent



                                            By:
                                               ---------------------------------
                                               Authorized Officer



                                       F-1
                   Form of Invitation for Money Market Quotes
<PAGE>


                                                                       EXHIBIT G

                           FORM OF MONEY MARKET QUOTE

                                                        Date: ___________, _____

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement (Secondary), dated as of
March 15, 2004 (as amended , extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Toyota Motor Credit Corporation (the
"Borrower"), the Lenders from time to time party thereto, Bank of America, N.A.,
as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger
and Sole Book Manager, JPMorgan Chase Bank, as Syndication Agent, and The Bank
of Tokyo-Mitsubishi, Ltd. and Citibank, N.A., as Documentation Agents.

     In response to your invitation on behalf of the Borrower dated
______________, 20__, we hereby make the following Money Market Quote on the
following terms:

1.   Quoting Lender:
                                                        ------------------------

2.   Person to contact at Quoting Lender:         Name:
                                                        ------------------------
                                                  Tel:
                                                        ------------------------
                                                  Fax:
                                                        ------------------------
                                                  email:
                                                        ------------------------

3.   Date of Borrowing:                                                      (1)
                                                        ------------------------

4.   We hereby offer to make Money Market Loan(s) in the following principal
     amounts, for the following Interest Periods and at the following rates:

     PRINCIPAL        INTEREST          [MONEY MARKET
     AMOUNT(2)        PERIOD(3)           MARGIN](4)       [ABSOLUTE RATE(5)]

$
$

--------------------
(1) As specified in the related Invitation.

(2) Principal amount bid for each Interest Period may not exceed principal
amount requested. Specify aggregate limitation if the sum of the individual
offer exceeds the amount the Lender is willing to lend. Bids must be made for
$5,000,000 or larger multiple of $1,000,000.

(3) Not less than one month or not less than 14 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period

(4) Margin over or under the Eurodollar Rate determined for the applicable
Interest Period. Specify percentage (to the nearest 1/100,000 of 1%) and specify
whether "PLUS" or "MINUS."

(5) Specify rate of interest per annum (to the nearest 1/10,000th of 1%).



                                       G-1
                           Form of Money Market Quote

<PAGE>

     The Money Market Loans for which Money Market Quotes are submitted herein
comply with the requirements of the Agreement.

     We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Agreement,
irrevocably obligates us to make the Money Market Loan(s) for which any offer(s)
are accepted, in whole or in part.

                                              Very truly yours,

                                              [NAME OF LENDER]



Dated:                                        By:
      ------------------------------             -------------------------------
                                                   Authorized Officer


                                       G-2
                           Form of Money Market Quote
<PAGE>


                                                                       EXHIBIT H



            MATTERS ADDRESSED BY OPINION OF COUNSEL FOR THE BORROWER

     1. The Borrower is a corporation duly incorporated, validly existing and in
good standing under the Laws of California, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

     2. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any Governmental Authority and do not contravene, or
constitute a default under, any provision of applicable Law or of the articles
of incorporation or bylaws of the Borrower or of any debt instrument or any
other material agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or any of its Subsidiaries.

     3. The Credit Agreement and the Notes are governed, by their terms, by New
York Law. I express no opinion on the enforceability of the Loan Documents under
New York Law. If California Law were to apply, the Credit Agreement would
constitute a valid and binding agreement of the Borrower and each Note would
constitute a valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms.

     4. There is no action, suit or proceeding pending against, or to the best
of my knowledge threatened against or affecting, the Borrower or any of its
Subsidiaries before any court or arbitrator or any Governmental Authority, in
which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated financial-position or
consolidated results of operations of the Borrower and its Consolidated
Subsidiaries, considered as a whole or which in any manner draws into question
the validity of the Credit Agreement or the Notes.

     5. Each of the Borrower's corporate Subsidiaries is a corporation validly
existing and in good standing under the Laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.



                                       H-1
                   Form of Opinion of Counsel to the Borrower
<PAGE>


                                    EXHIBIT I

        MATTERS ADDRESS BY OPINION OF COUNSEL TO THE ADMINISTRATIVE AGENT


The Credit Agreement and the Notes constitute valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms.




                                       I-1
             Form of Opinion of Counsel to the Administrative Agent