<PAGE>

                                                                    EXHIBIT 10.1

                              U.S. $1,300,000,000

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of June 26, 2001

                                     among

                                 THE GAP, INC.

                                 as Borrower,
                                 -----------

                THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,

                              as LC Subsidiaries,
                              ------------------

               THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN

                                  as Lenders,
                                  ----------

                                CITIBANK, N.A.,

                               as Issuing Bank,
                               ---------------

                            BANK OF AMERICA, N.A.,

                                HSBC BANK USA,

                                      and

                              ABN AMRO BANK N.V.,

                           as Co-Syndication Agents,
                           ------------------------

                           THE CHASE MANHATTAN BANK,

                            as Documentation Agent
                            ----------------------

                                      and

                           SALOMON SMITH BARNEY INC.

                                 as Arranger,
                                 -----------

                                      and

                               CITICORP USA INC.

                                   as Agent
                                   --------
                         for the Issuing Bank and the
                    Lenders from time to time party hereto
<PAGE>

     THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 26, 2001
(this "Agreement"), among The Gap, Inc., a Delaware corporation (the
       ---------
"Borrower"), the LC Subsidiaries (as hereinafter defined), the banks and
 --------
financial institutions (the "Lenders") listed on the signature pages hereof,
                             -------
Citibank, N.A. ("Citibank"), as issuing bank (the "Issuing Bank"), Bank of
                 --------                          ------------
America, N.A. ("B of A"), ABN AMRO BANK N.V. ("ABN AMRO") and HSBC Bank USA
                ------                         --------
("HSBC, and together with B of A and ABN AMRO, the "Co-Syndication Agents") as
  ----                                              ---------------------
co-syndication agents, The Chase Manhattan Bank ("Chase"), as documentation
                                                  -----
agent (the "Documentation Agent"), Salomon Smith Barney Inc. ("SSB"), as
            -------------------                                ---
arranger (the "Arranger"), and Citicorp USA, Inc. ("CUSA"), as agent (the
               --------                             ----
"Agent") for the Lenders and the Issuing Bank hereunder.
 -----

          PRELIMINARY STATEMENTS:

          (1) The Borrower, certain of its subsidiaries, certain banks and
financial institutions, the Issuing Bank, and the Agent entered into a Second
Amended and Restated Credit Agreement dated as of June 27, 2000 (the "Original
                                                                      --------
Agreement").
---------

          (2) The Borrower, the Lenders, Citibank, as Issuing Bank, the
Documentation Agent, the Co-Syndication Agents, the Arranger and the Agent
desire to amend and restate the Original Agreement as set forth below.

          NOW THEREFORE, the Borrower, the LC Subsidiaries, the Lenders, the
Issuing Bank, the Documentation Agent, the Co-Syndication Agents, the Arranger
and the Agent agree to amend and restate the Original Agreement in its entirety
to read as follows:

                                   ARTICLE I
                       DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01  Certain Defined Terms.
                        ---------------------

          As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

          "A Advance" means an advance by an A Lender to the Borrower as part of
           ---------
     an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
     Advance, each of which shall be a "Type" of A Advance.
                                        -----

          "A Borrowing" means a borrowing, including any Supplemental A
           -----------
     Borrowing, consisting of simultaneous A Advances of the same Type made by
     each of the A Lenders pursuant to Section 2.01.

          "A Commitment" means, as to each A Lender, the amount set forth
           ------------
     opposite such A Lender's name on Schedule I-A hereto under the caption A
                                                                            -
     Commitment or, if such A Lender has entered into one or more Assignment and
     ----------
     Acceptances, the amount set forth for such A Lender with respect thereto in
     the Register maintained by the Agent pursuant to Section 10.07 hereof, in
     each case as such amount may be reduced or increased pursuant to Section
     2.05, provided, that each such amount from time to time shall be increased
           --------
     during the period from the day of each Supplemental A Borrowing and
     continuing through the last day such Supplemental A Borrowing is
     outstanding in an amount equal to the A Commitment Percentage of the
     outstanding principal

                                       1
<PAGE>

     of each such Supplemental A Borrowing; provided, further, that, the
                                            --------  -------  ----
     aggregate amount of the A Commitments shall be increased from time to time
     by notice from the Borrower to the Agent (with copies thereof delivered
     pursuant to Section 10.02) in an amount not in excess of the amount equal
     to the then existing aggregate LC Commitments less the sum of the amount of
     the then existing Letter of Credit Liability and the aggregate amount of
     the Supplemental A Borrowings, with such increase of the A Commitments to
     be effective upon receipt of such notice by the Agent, and upon receipt of
     such notice by the Agent, the aggregate amount of the LC Commitments shall
     decrease contemporaneously with the increase of the A Commitments in an
     amount equal to such increase, and such increase of the A Commitments and
     such decrease of the LC Commitments shall be effective until the Agent
     receives notice from the Borrower to reduce the A Commitments to the amount
     in effect prior to the increase contemplated by this proviso and
     contemporaneously increase the LC Commitments by such amount, and with the
     A Commitment of each A Lender to be ratably increased or decreased, as the
     case may be, and the LC Commitment of each LC Lender to be ratably
     decreased or increased, as the case may be; provided, however, that, the
                                                 --------  -------  ----
     aggregate amount of outstanding A Commitments shall in no event be in
     excess of $900,000,000.

          "A Commitment Increase" has the meaning specified in Section 2.05(b).
           ---------------------

          "A Commitment Percentage" means, with respect to each A Lender, the
           -----------------------
     percentage which the then existing A Commitment of such A Lender is of the
     A Commitments of all A Lenders, in each case without giving effect to the
     increase or decrease in the A Commitment as provided in the respective
     proviso in the definition thereof.
     -------

          "A Lender" means any Lender having an A Commitment or to which A
           --------
     Advances are owed.

          "Advance" means an A Advance or a B Advance, and "Advances" means the
           -------                                          ---------
     A Advances and the B Advances.

          "Affiliate" means, as to any Person, any other Person that, directly
           ---------
     or indirectly, controls, is controlled by, or is under common control with,
     such Person.

          "Alternative Currency" means any lawful currency other than Dollars
           --------------------
     which is freely transferable and convertible into Dollars and which the
     Issuing Bank can obtain in the ordinary course of its business.

          "Applicable Lending Office" means, with respect to each Lender, such
           -------------------------
     Lender's Domestic Lending Office in the case of a Base Rate Advance, and
     such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
     Advance and, in the case of a B Advance, the office of such Lender notified
     by such Lender to the Agent as its Applicable Lending Office with respect
     to such B Advance.

          "Assignment and Acceptance" means an assignment and acceptance entered
           -------------------------
     into by a Lender and an Eligible Assignee, and accepted by the Agent, in
     substantially the form of Exhibit B hereto.

          "Assuming Lender" means an Eligible Assignee acceptable to the Agent
           ---------------
     and not previously a Lender that becomes a Lender hereunder pursuant to
     Section 2.05(b) and which has an A Commitment of not less than $25,000,000.

                                       2
<PAGE>

          "Assumption Agreement" means an agreement, substantially in the form
           --------------------
     of Exhibit F hereto, by which an Eligible Assignee agrees to become a
     Lender hereunder pursuant to Section 2.05(b), agreeing to be bound by all
     obligations of a Lender hereunder.

          "B Advance" means an advance by an A Lender to the Borrower as part of
           ---------
     a B Borrowing resulting from the auction bidding procedure described in
     Section 2.03.

          "B Borrowing" means a borrowing consisting of simultaneous B Advances
           -----------
     from each of the A Lenders whose offer to make one or more B Advances as
     part of such borrowing has been accepted by the Borrower under the auction
     bidding procedure described in Section 2.03.

          "B Reduction" has the meaning specified in Section 2.01.
           -----------

          "Base Rate" means, for any period, a fluctuating interest rate per
           ---------
     annum as shall be in effect from time to time which rate per annum shall at
     all times be equal to the highest of:

               (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate;

               (b) 1/2% per annum above the latest three-week moving average of
          secondary market morning offering rates in the United States for
          three-month certificates of deposit of major United States money
          market banks, such three-week moving average being determined weekly
          on each Monday (or, if any such date is not a Business Day, on the
          next succeeding Business Day) for the three-week period ending on the
          previous Friday by the Agent on the basis of such rates reported by
          certificate of deposit dealers to and published by the Federal Reserve
          Bank of New York or, if such publication shall be suspended or
          terminated, on the basis of quotations for such rates received by the
          Agent from three New York certificate of deposit dealers of recognized
          standing selected by the Agent, in either case adjusted to the nearest
          1/4 of one percent or, if there is no nearest 1/4 of one percent, to
          the next higher 1/4 of one percent; and

               (c) 1/2% per annum above the Federal Funds Rate.

          "Base Rate Advance" means an A Advance which bears interest as
           -----------------
     provided in Section 2.07(a).

          "Borrowing" means an A Borrowing or a B Borrowing.
           ---------

          "Business Day" means a day of the year on which banks are not required
           ------------
     or authorized to close in New York City or San Francisco, California and a
     day on which wire transfers may be effectuated among member banks of the
     Federal Reserve System through use of the fedwire funds transfer system and
     (i) if the applicable Business Day relates to any Eurodollar Rate Advances,
     a day on which dealings are carried on in the London interbank market and
     (ii) if the applicable Business Day relates to any Letter of Credit
     denominated in an Alternative Currency, a day on which commercial banks are
     open for business in the country of issue of such Alternative Currency and
     on which dealings in such Alternative Currency are carried on by such
     commercial banks in such country of issue (if such Alternative Currency is
     other than the Euro) or if such Alternative Currency is the Euro, a day on
     which the Trans-European Automated Real-Time Gross Settlement Express
     Transfer (TARGET) System is in operation.

                                       3
<PAGE>

          "Capital Lease" of any Person means any lease of any property (whether
           -------------
     real, personal or mixed) by such Person as lessee, which lease should, in
     accordance with generally accepted accounting principles, be required to be
     accounted for as a capital lease on the balance sheet of such Person.

          "Cash Equivalent" means (i) direct obligations issued by or
           ---------------
     unconditionally guaranteed by the United States government or issued by any
     agency thereof and supported by the full faith and credit of the United
     States government, in each case maturing within twelve months from the date
     of acquisition thereof, (ii) commercial paper maturing not more than 270
     days from the date of acquisition thereof issued by a United States
     corporation and, at the time of acquisition, having the highest ratings
     obtainable from both Standard & Poor's Ratings Services, a division of The
     McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc., (iii)
     Dollar denominated investments in money market funds and (iv) certificates
     of deposit, banker's acceptances, and secured repurchase agreements, in
     each case maturing within one year from the date of acquisition, and issued
     by or entered into with any banking institution having a combined capital
     and surplus of not less than $500,000,000.

          "CERCLA" means the Comprehensive Environmental Response, Compensation,
           ------
     and Liability Act of 1980, as amended (42 U.S.C. (S) 9601 et seq.), and any
                                                               -- ---
     regulations promulgated thereunder.

          "Change of Control" means the occurrence, after the date of this
           -----------------
     Agreement, of (i) any Person or two or more Persons acting in concert
     acquiring beneficial ownership (within the meaning of Rule 13d-3 of the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934, as amended), directly or indirectly, of securities of the Borrower
     (or other securities convertible into such securities) representing 50% or
     more of the combined voting power of all securities of the Borrower
     entitled to vote in the election of directors; or (ii) during any period of
     up to 24 consecutive months, commencing before or after the date of this
     Agreement, individuals who at the beginning of such 24-month period were
     directors of the Borrower ceasing for any reason to constitute a majority
     of the Board of Directors of the Borrower unless the Persons replacing such
     individuals were nominated by the Board of Directors of the Borrower; or
     (iii) any Person or two or more Persons acting in concert acquiring by
     contract or otherwise, or entering into a contract or arrangement which
     upon consummation will result in its or their acquisition of, control over
     securities of the Borrower (or other securities convertible into such
     securities) representing 50% or more of the combined voting power of all
     securities of the Borrower entitled to vote in the election of directors;
     provided, that, the Person or group of Persons referred to in clauses (i)
     --------  ----
     and (iii) of this definition of Change of Control shall not include any
     Person listed on Schedule III hereto or any group of Persons in which one
     or more of the Persons listed on Schedule III are members.

          "Consolidated" and any derivative thereof each means, with reference
           ------------
     to the accounts or financial reports of any Person, the consolidated
     accounts or financial reports of such Person and each Subsidiary of such
     Person determined in accordance with generally accepted accounting
     principles, including principles of consolidation, consistent with those
     applied in the preparation of the Consolidated financial statements of the
     Borrower referred to in Section 6.01(e).

          "Convert," "Conversion" and "Converted" each refers to a conversion of
           -------    ----------       ---------
     A Advances of one Type into A Advances of another Type pursuant to Section
     2.09 or 2.10.

          "Debt" of any Person means, without duplication, (i) all indebtedness
           ----
     of such Person for borrowed money or for the deferred purchase price
     (excluding any deferred purchase price that

                                       4
<PAGE>

     constitutes an account payable incurred in the ordinary course of business)
     of property or services, (ii) all obligations of such Person in connection
     with any agreement to purchase, redeem, exchange, convert or otherwise
     acquire for value any capital stock of such Person or to purchase, redeem
     or acquire for value any warrants, rights or options to acquire such
     capital stock, now or hereafter outstanding, (iii) all obligations of such
     Person evidenced by bonds, notes, debentures, convertible debentures or
     other similar instruments, (iv) all indebtedness created or arising under
     any conditional sale or other title retention agreement (other than under
     any such agreement which constitutes or creates an account payable incurred
     in the ordinary course of business) with respect to property acquired by
     such Person (even though the rights and remedies of the seller or lender
     under such agreement in the event of default, acceleration, or termination
     are limited to repossession or sale of such property), (v) all Capital
     Lease obligations of such Person, (vi) obligations under direct or indirect
     guaranties in respect of, and obligations (contingent or otherwise) to
     purchase or acquire, or otherwise to assure a creditor against loss in
     respect of, indebtedness or obligations of others of the kinds referred to
     in clauses (i) through (v) above, (vii) all Debt referred to in clause (i),
     (ii), (iii), (iv), (v) or (vi) above secured by (or for which the holder of
     such Debt has an existing right, contingent or otherwise, to be secured by)
     any lien, security interest or other charge or encumbrance upon or in
     property (including, without limitation, accounts and contract rights)
     owned by such Person, even though such Person has not assumed or become
     liable for the payment of such Debt and (viii) all mandatorily redeemable
     preferred stock of such Person, valued at the applicable redemption price,
     plus accrued and unpaid dividends payable in respect of such redeemable
     preferred stock.

          "Default" means an event which would constitute an Event of Default
           -------
     but for the requirement that notice be given or time elapse, or both.

          "Dollars," "dollars" and the sign "$" each means lawful money of the
           -------    -------                -
     United States.

          "Domestic Lending Office" means, with respect to any Lender, the
           -----------------------
     office of such Lender specified as its "Domestic Lending Office" opposite
     its name on Schedule I-B hereto or in the Assignment and Acceptance
     pursuant to which it became a Lender, or such other office of such Lender
     as such Lender may from time to time specify to the Borrower and the Agent.

          "EBITDA" means, for any period, Net Income plus, to the extent
           ------                                    ----
     deducted in determining such Net Income, the sum of (a) Interest Expense,
     (b) income tax expense, (c) depreciation expense and (d) amortization
     expense, all determined on a Consolidated basis for the Borrower and its
     Subsidiaries in accordance with generally accepted accounting principles.

          "Eligible Assignee" means (i) a commercial bank organized under the
           -----------------
     laws of the United States, or any State thereof, and having Total Assets in
     excess of $10,000,000,000; (ii) a commercial bank organized under the laws
     of any other country which is a member of the OECD or has concluded special
     lending arrangements with the International Monetary Fund associated with
     its General Arrangements to Borrow, or a political subdivision of any such
     country, and having Total Assets in excess of $10,000,000,000; provided,
                                                                    --------
     that, such bank is acting through a branch or agency located in the United
     ----
     States; (iii) the central bank of any country which is a member of the
     OECD; (iv) any Lender or Affiliate of a Lender; (v) a finance company,
     insurance company or other financial institution or fund (whether a
     corporation, partnership or other entity) which is engaged in making,
     purchasing or otherwise investing in commercial loans in the ordinary
     course of its business, and having Total Assets in excess of
     $10,000,000,000; and (vi) any other Person mutually acceptable to the
     Borrower and the Agent.

                                       5
<PAGE>

          "Environmental Laws" means any and all laws, statutes, ordinances,
           ------------------
     rules, regulations, judgments, orders, decrees, permits, licenses, or other
     governmental restrictions or requirements relating to the environment or
     any Hazardous Substance.

          "ERISA Affiliate" means any trade or business (whether or not
           ---------------
     incorporated) which is a member of a controlled group of which the Borrower
     or any Subsidiary of the Borrower is a member or which is under common
     control with the Borrower or any Subsidiary of the Borrower within the
     meaning of Section 414 of the Internal Revenue Code of 1986, as amended
     from time to time, and the regulations promulgated and rulings issued
     thereunder.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
           -----
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
           ------------------------
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

          "Eurodollar Lending Office" means, with respect to any Lender, the
           -------------------------
     office of such Lender specified as its "Eurodollar Lending Office" opposite
     its name on Schedule I-B hereto or in the Assignment and Acceptance
     pursuant to which it became a Lender (or, if no such office is specified,
     its Domestic Lending Office), or such other office of such Lender as such
     Lender may from time to time specify to the Borrower and the Agent.

          "Eurodollar Rate" means, for any Interest Period for each Eurodollar
           ---------------
     Rate Advance comprising part of the same A Borrowing, an interest rate per
     annum equal to (i) the rate per annum (rounded upwards, if necessary, to
     the nearest 1/16 of 1%) at which deposits in U.S. dollars appear on page
     3750 (or any successor page thereto) of the Dow Jones Telerate Screen two
     Business Days before the first day of such Interest Period and for a  term
     comparable to such Interest Period, or (ii) if such rate does not so appear
     on the Dow Jones Telerate Screen on any date of determination, the rate per
     annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) at which
     deposits in U.S. dollars appear on the Reuters Screen LIBO Page two
     Business Days before the first day of such Interest Period and for a term
     comparable to such Interest Period, provided, however, that if the Reuters
     Screen LIBO Page is being used to determine the Eurodollar Rate at any date
     of determination and more than one rate is specified thereon as the London
     interbank offered rate for deposits in U.S. dollars, the applicable rate
     shall be the average of all such rates (rounded upward, if necessary, to
     the nearest whole multiple of 1/16 of 1% per annum), or (iii) if such rate
     does not so appear on either the Dow Jones Telerate Screen or Reuters
     Screen LIBO Page on any date of determination, then, the average (rounded
     upward to the nearest whole multiple of 1/16 of 1% per annum) of the rates
     per annum at which deposits in Dollars are offered by the principal office
     of each of the Reference Banks in London, England, to prime banks in the
     London interbank market at 11:00 A.M. (London time) two Business Days
     before the first day of such Interest Period in an amount substantially
     equal to such Reference Bank's Eurodollar Rate Advance comprising part of
     such A Borrowing and for a period equal to such Interest Period.  In such
     circumstances, the Eurodollar Rate for the Interest Period for each
     Eurodollar Rate Advance comprising part of the same A Borrowing shall be
     determined by the Agent on the basis of the applicable rates given to and
     received by the Agent from the Reference Banks two Business Days prior to
     the first day of such Interest Period, subject, however, to the provisions
                                            -------  -------
     of Section 2.09.

          "Eurodollar Rate Advance" means an A Advance which bears interest as
           -----------------------
     provided in Section 2.07(b).

                                       6
<PAGE>

          "Eurodollar Rate Margin" means at any date of determination 0.24% per
           ----------------------
     annum at all times from and after the date hereof.

          "Eurodollar Rate Reserve Percentage" of any Lender for any Interest
           ----------------------------------
     Period for any Eurodollar Rate Advance means the reserve percentage
     applicable during such Interest Period (or if more than one such percentage
     shall be so applicable, the daily average of such percentages for those
     days in such Interest Period during which any such percentage shall be so
     applicable) under regulations issued from time to time by the Board of
     Governors of the Federal Reserve System (or any successor) for determining
     the maximum reserve requirement (including, without limitation, any
     emergency, supplemental or other marginal reserve requirement) for such
     Lender with respect to liabilities or assets consisting of or including
     Eurocurrency Liabilities having a term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section 8.01.
           -----------------

          "Federal Funds Rate" means, for any period, a fluctuating interest
           ------------------
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day which is a Business Day, the
     average of the quotations for such day on such transactions received by the
     Agent from three Federal funds brokers of recognized standing selected by
     it.

          "Fiscal Quarter" means any quarter in any Fiscal Year, the duration of
           --------------
     such quarter being defined in accordance with generally accepted accounting
     principles consistent with those applied in the preparation of the
     Borrower's financial statements referred to in Section 6.01(e).

          "Fiscal Year" means a fiscal year of the Borrower and its
           -----------
     Subsidiaries.

          "Five-Year Credit Agreement" means the Amended and Restated Credit
           --------------------------
     Agreement dated as of June 27, 2000 among the Borrower, the financial
     institutions party thereto as lenders, and CUSA, as agent for such lenders,
     as the same may be amended, supplemented or otherwise modified from time to
     time.

          "Hazardous Substance" means (i) any hazardous substance or toxic
           -------------------
     substance as such terms are presently defined or used in (S) 101(14) of
     CERCLA (42 U.S.C. (S) 9601(14)), in 33 U.S.C. (S) 1251 et. seq. (Clean
                                                            --  ---
     Water Act), or 15 U.S.C. (S) 2601 et. seq. (Toxic Substances Control Act)
                                       -- ----
     and (ii) as of any date of determination, any additional substances or
     materials which are hereafter incorporated in or added to the definition of
     "hazardous substance" or "toxic substance" for purposes of CERCLA or any
     other applicable law.

          "Interest Expense" of any Person for any period means the aggregate
           ----------------
     amount of interest or fees (other than agency fees payable to the Agent, as
     such) paid, accrued or scheduled to be paid or accrued in respect of any
     Debt (including the interest portion of rentals under Capital Leases) and
     all but the principal component of payments in respect of conditional
     sales, equipment trust or other title retention agreements paid, accrued or
     scheduled to be paid or accrued by such Person during such period,
     determined in accordance with generally accepted accounting principles.

          "Interest Period" means, for each Eurodollar Rate Advance comprising
           ---------------
     part of the same A Borrowing, the period commencing on the date of such
     Type of A Advance or the date of the

                                       7
<PAGE>

     Conversion of any A Advance into such Type of an A Advance and ending on
     the last day of the period selected by the Borrower pursuant to the
     provisions below and, thereafter, each subsequent period commencing on the
     last day of the immediately preceding Interest Period and ending on the
     last day of the period selected by the Borrower pursuant to the provisions
     below. The duration of each such Interest Period shall be 1, 2, 3, 6 or, if
     acceptable to the Majority A Lenders, 9 months in the case of a Eurodollar
     Rate Advance, in each case as the Borrower may, upon notice received by the
     Agent not later than 12:00 noon (New York City time) on the third Business
     Day prior to the first day of such Interest Period, select; provided,
                                                                 --------
     however, that:
     -------

               (i)    the Borrower may not select any Interest Period which ends
          after the Revolver Termination Date;

               (ii)   Interest Periods commencing on the same date for A
          Advances comprising part of the same A Borrowing shall be of the same
          duration;

               (iii)  whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day of
          such Interest Period shall be extended to occur on the next succeeding
          Business Day, provided, in the case of any Interest Period for a
                        --------
          Eurodollar Rate Advance, that if such extension would cause the last
          day of such Interest Period to occur in the next following calendar
          month, the last day of such Interest Period shall occur on the next
          preceding Business Day; and

               (iv)   the Borrower may request in a Notice of A Borrowing an
          Interest Period of 9 months for a Eurodollar Rate Advance and the
          Interest Period for such Eurodollar Rate Advance shall be 9 months,
          if, and only if, the Agent determines a Eurodollar Rate for the tenor
          of such Interest Period and the Majority A Lenders do not notify the
          Agent pursuant to Section 2.09(b) that the Eurodollar Rate for such
          Interest Period will not adequately reflect the cost to such Majority
          A Lenders of making, funding or maintaining their respective
          Eurodollar Rate Advances for such Interest Period; if both of the
          preceding conditions are not satisfied with respect to such requested
          9 month Interest Period, the duration of the requested Interest Period
          shall be the alternative specified in the Notice of A Borrowing, or,
          if no alternative Interest Period is selected, 6 months.

          "Issue" means, with respect to any Letter of Credit, either to issue,
           -----
     or to extend the expiry of, or to renew, or to increase the amount of, such
     Letter of Credit, and the term "Issued" or "Issuance" shall have
                                     -------     --------
     corresponding meanings.

          "Issuing Bank" means Citibank or any Affiliate of Citibank that may
           ------------
     from time to time Issue Letters of Credit for the account of the Borrower
     or for the account of any LC Subsidiary.

          "LC Commitment" means, as to any LC Lender, the amount set forth
           -------------
     opposite such LC Lender's name on Schedule I-A hereto under the caption "LC
                                                                              --
     Commitment" or, if such LC Lender has entered into one or more Assignment
     ----------
     and Acceptances, the amount set forth for such LC Lender with respect
     thereto in the Register maintained by the Agent pursuant to Section 10.07
     hereof, in each case as such amount may be reduced from time to time
     pursuant to Section 3.10 or may be reduced or increased from time to time
     pursuant to the definition of "A Commitment."

          "LC Commitment Percentage" means, with respect to each LC Lender, the
           ------------------------
     percentage which the then existing LC Commitment of such LC Lender is of
     the LC Commitments of all LC Lenders; provided, however, that with respect
                                           --------  -------
     to Letters of Credit which expire after the LC Termination Date has
     occurred, the LC Commitment Percentage of each LC Lender shall be the

                                       8
<PAGE>

     percentage which such LC Lender's LC Commitment immediately prior to the LC
     Termination Date is of the LC Commitment of all LC Lenders immediately
     prior to the LC Termination Date.

          "LC Lender" means any Lender that has an LC Commitment or which, at
           ---------
     the date of determination, has purchased (pursuant to Section 3.05) a
     participation in a Letter of Credit.

          "LC Subsidiary" means, as of the date hereof, the Subsidiaries of the
           -------------
     Borrower listed on Schedule V hereto and, after the date hereof, any other
     Subsidiary of the Borrower that may from time to time become a party hereto
     (with respect to Letters of Credit only) and for whose account the Issuing
     Bank may from time to time Issue Letters of Credit.

          "LC Termination Date" means, subject to Section 3.12 hereof, June 25,
           -------------------
     2002, or the earlier date of termination in whole of the LC Commitments
     pursuant to Section 3.10 or Section 8.01.

          "Lenders" means the Lenders listed on the signature pages hereof and
           -------
     each Eligible Assignee that shall become a party hereto pursuant to Section
     10.07.

          "Letter of Credit" means a documentary letter of credit in form
           ----------------
     satisfactory to the Issuing Bank, which is at any time Issued by the
     Issuing Bank pursuant to Article III, in each case as amended, supplemented
     or otherwise modified from time to time.

          "Letter of Credit Liability" means, as of any date of determination,
           --------------------------
     all then existing liabilities of the Borrower and the LC Subsidiaries to
     the Issuing Bank in respect of the Letters of Credit Issued for the
     Borrower's account and for the account of the LC Subsidiaries, whether such
     liability is contingent or fixed, and shall, in each case, consist of the
     sum of (i) the aggregate maximum amount (the determination of such maximum
     amount to assume compliance with all conditions for drawing) then available
     to be drawn under such Letters of Credit (including, without limitation,
     amounts available under such Letters of Credit for which a draft has been
     presented but not yet honored) and (ii) the aggregate amount which has then
     been paid by, and not been reimbursed to, the Issuing Bank under such
     Letters of Credit.  For the purposes of determining the Letter of Credit
     Liability, the face amount of Letters of Credit outstanding in an
     Alternative Currency shall be expressed as the equivalent of such
     Alternative Currency in Dollars.

          "Lien" means any assignment, chattel mortgage, pledge or other
           ----
     security interest or any mortgage, deed of trust or other lien, or other
     charge or encumbrance, upon property or rights (including after-acquired
     property or rights), or any preferential arrangement with respect to
     property or rights (including after-acquired property or rights) which has
     the practical effect of constituting a security interest or lien.

          "Majority A Lenders" means, at any time, A Lenders owed at least 66
           ------------------
     2/3% of the then aggregate unpaid principal amount of the A Advances held
     by A Lenders, or, if no such principal amount is then outstanding, A
     Lenders having at least 66 2/3% of the A Commitments.

          "Majority Combined Lenders" means the Lenders having at least 66 2/3%
           -------------------------
     of the aggregate "Credit Exposure."  For the purposes hereof, "Credit
     Exposure" of any Lender shall mean, at any date of determination, the
     maximum dollar amount that such Lender could be then required by the terms
     hereof (assuming all conditions to Borrowings and Issuances were satisfied)
     to expend to (i) purchase participations in Letters of Credit pursuant to
     Section 3.05 hereof (including any amounts so expended and not reimbursed
     at the date of determination) and

                                       9
<PAGE>

     (ii) fund A Advances (including any amounts so expended to fund A Advances
     outstanding on the date of determination).

          "Majority LC Lenders" means, at any time, LC Lenders which have
           -------------------
     purchased participations in (pursuant to Section 3.05 hereof) at least 66
     2/3% of the Letters of Credit and Letter of Credit Liability then
     outstanding, or if no Letters of Credit are then outstanding, LC Lenders
     having at least 66 2/3% of the LC Commitments.

          "Margin Stock" has the meaning assigned to such term in Regulation U
           ------------
     of the Board of Governors of the Federal Reserve System, as in effect from
     time to time.

          "Material Adverse Effect" means a material adverse effect on the
           -----------------------
     financial condition or results of operations of the Borrower and its
     Subsidiaries taken as a whole.

          "Multiemployer Plan" means a "multiemployer plan" as defined in
           ------------------
     Section 4001(a)(3) of ERISA to which the Borrower or any Subsidiary of the
     Borrower or any ERISA Affiliate is making or accruing an obligation to make
     contributions or has within any of the preceding five plan years made or
     accrued an obligation to make contributions.

          "Net Income" of any Person means, for any period, net income before
           ----------
     (i) extraordinary items, (ii) the results of discontinued operations and
     (iii) the effect of any cumulative change in accounting principles,
     determined in accordance with generally accepted accounting principles.

          "Non-Retail Assets" means property (tangible and intangible) that is
           -----------------
     not used, sold or consumed in a Retail Business.

          "Non-Retail Business" means, with respect to any Person, that such
           -------------------
     Person is not engaged in the Retail Business.

          "Notice of A Borrowing" has the meaning specified in Section 2.02(a).
           ---------------------

          "Notice of B Borrowing" has the meaning specified in Section 2.03(a).
           ---------------------

          "Obligations" means all obligations of the Borrower and the LC
           -----------
     Subsidiaries now or hereafter existing under this Agreement, whether for
     principal (including reimbursement for amounts drawn under Letters of
     Credit), interest, fees, expenses, indemnification or otherwise.

          "OECD" means the Organization for Economic Cooperation and
           ----
     Development.

          "Original Agreement" has the meaning specified in Preliminary
           ------------------
     Statement (1).

          "Other Taxes" has the meaning specified in Section 4.02(b).
           -----------

          "Payment Office" means, for Dollars, the principal office of the
           --------------
     Issuing Bank in New York City, located on the date hereof at 399 Park
     Avenue, New York, New York 10043, and, for any Alternative Currency, such
     office of the Issuing Bank as shall be from time to time selected by the
     Issuing Bank and notified by the Issuing Bank to the Borrower, the LC
     Subsidiaries and the LC Lenders.

          "Permitted Lien" means:
           --------------

                                      10
<PAGE>

          (i)    Liens for taxes, assessments or governmental charges or levies
     to the extent not past due or to the extent contested, in good faith, by
     appropriate proceedings and for which adequate reserves have been
     established;

          (ii)   Liens imposed by law, such as materialman's, mechanic's,
     carrier's, worker's, landlord's and repairman's Liens and other similar
     Liens arising in the ordinary course of business which relate to
     obligations which are not overdue for a period of more than 30 days or
     which are being contested in good faith, by appropriate proceedings and for
     which reserves required by generally accepted accounting principles have
     been established;

          (iii)  pledges or deposits in the ordinary course of business to
     secure nondelinquent obligations under worker's compensation or
     unemployment laws or similar legislation or to secure the performance of
     leases or contracts entered into in the ordinary course of business or of
     public or nondelinquent statutory obligations, bids, or appeal bonds;

          (iv)   Liens upon or in, and limited to, any property acquired or held
     by the Borrower or any of its Subsidiaries to secure the purchase price of
     such property or to secure indebtedness incurred solely for the purpose of
     financing or refinancing the acquisition of any such property to be subject
     to such Liens, or Liens existing on any such property at the time of
     acquisition;

          (v)    Liens upon any assets subject to a Capital Lease and securing
     payment of the obligations arising under such Capital Lease;

          (vi)   zoning restrictions, easements, licenses, landlord's Liens or
     restrictions on the use of property which do not materially impair the use
     of such property in the operation of the business of the Borrower or any of
     its Subsidiaries;

          (vii)  Liens of the Borrower and its Subsidiaries not described in the
     foregoing clauses (i) through (vi), existing of the date hereof and listed
     on Schedule II hereto;

          (viii) Liens not described in subclauses (i) through (vii) above that
     relate to liabilities not in excess of $20,000,000 in the aggregate; and

          (ix)   extensions, renewals or replacements of Liens described in
     subclauses (iv), (v), (vii) and (viii) for the same or lesser amount;
     provided, that, no such extension, renewal or replacement shall extend to
     --------  ----
     or cover any property not theretofore subject to the Lien being extended,
     renewed or replaced.

          "Person" means an individual, partnership, corporation (including a
           ------
     business trust), joint stock company, trust, unincorporated association,
     joint venture or other entity, or a government or any political subdivision
     or agency thereof.

          "Plan" means an employee benefit plan (other than a Multiemployer
           ----
     Plan) maintained by the Borrower, any Subsidiary of the Borrower or any
     ERISA Affiliate for its employees and subject to Title IV of ERISA.

          "RCRA" means the Resource Conservation and Recovery Act of 1976, as
           ----
     amended (42 U.S.C. (S) 6901 et seq.), and any regulations promulgated
                                 -- ---
     thereunder.

          "Reference Banks" means Citibank, N.A., HSBC Bank USA and Bank of
           ---------------
     America, N.A.

                                      11
<PAGE>

          "Responsible Officer" means, with respect to any certificate, report
           --------------------
     or notice to be delivered or given hereunder, unless the context otherwise
     requires, the president, chief executive officer or chief financial officer
     of the Borrower or other executive officer of the Borrower who in the
     normal performance of his or her operational duties would have knowledge of
     the subject matter relating to such certificate, report or notice.

          "Register" has the meaning specified in Section 10.07(c).
           --------

          "Retail Assets" means property (tangible and intangible) that is used,
           -------------
     sold or consumed in a Retail Business.

          "Retail Business" means, with respect to any Person, that such Person
           ---------------
     is engaged in the business of manufacturing, producing, supplying,
     distributing or selling apparel, home furnishings, accessories, specialty
     foods and related products or goods.

          "Revolver Termination Date" means, subject to Section 2.14 hereof,
           -------------------------
     June 25, 2002, or the earlier date of termination in whole of the A
     Commitments pursuant to Section 2.05 or 8.01.

          "Subsidiary" means, with respect to any Person, any corporation,
           ----------
     partnership, trust or other Person of which more than 50% of the
     outstanding capital stock (or similar property right in the case of
     partnerships and trusts and other Persons) having ordinary voting power to
     elect a majority of the board of directors of such corporation (or similar
     governing body or Person with respect to partnerships and trusts and other
     Persons) (irrespective of whether or not at the time capital stock of any
     other class or classes of such corporation shall or might have voting power
     upon the occurrence of any contingency) is at the time directly or
     indirectly owned by such Person, by such Person and one or more other
     Subsidiaries of such Person, or by one or more other Subsidiaries of such
     Person.

          "Supplemental A Borrowing" means a borrowing consisting of
           ------------------------
     simultaneous A Advances of the same type made by each of the A Lenders
     pursuant to Section 2.01, provided, that the aggregate outstanding
                               --------
     principal amount of all Supplemental A Borrowings shall not be in excess of
     the amount equal to $200,000,000 less the aggregate amount of all A
     Commitment Increases pursuant to Section 2.05(b).

          "Taxes" has the meaning specified in Section 4.02(a).
           -----

          "Total Assets" of any Person means all property, whether real,
           ------------
     personal, tangible, intangible or otherwise, which, in accordance with
     generally accepted accounting principles, should be included in determining
     total assets as shown on the assets portion of a balance sheet of such
     Person.

          "Type" refers to the distinction among Advances bearing interest at
           ----
     the Base Rate and Advances bearing interest at the Eurodollar Rate.

          "UCP" has the meaning specified in Section 3.09.
           ---

          SECTION 1.02  Computation of Time Periods.  In this Agreement in the
                        ---------------------------
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding".

                                      12
<PAGE>

          SECTION 1.03  Accounting Terms.  All accounting terms not specifically
                        ----------------
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 6.01(e).

                                  ARTICLE II
                       AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01  The A Advances.  Each A Lender severally agrees, on the
                        --------------
terms and conditions hereinafter set forth, to make A Advances to the Borrower
from time to time on any Business Day during the period from the date hereof
until the Revolver Termination Date in an aggregate amount not to exceed at any
time outstanding such A Lender's A Commitment, provided, that, the aggregate
                                               --------  ----
amount of the A Commitments of the A Lenders shall be deemed used from time to
time to the extent of the aggregate amount of the B Advances then outstanding
and such deemed use of the aggregate amount of the A Commitments shall be
applied to the A Lenders ratably according to their respective A Commitments
(such deemed use of the aggregate amount of the A Commitments being a "B
                                                                       -
Reduction"), provided, further, that, the A Lenders shall not be obligated to,
---------    --------  -------  ----
and shall not, make any A Advances as part of a Supplemental A Borrowing if
after giving effect to such Supplemental A Borrowing, the sum of the then
outstanding principal amount of all Supplemental A Borrowings and the then
outstanding aggregate amount of all Letter of Credit Liability shall exceed
$600,000,000.  Each A Borrowing shall be in an aggregate amount not less than
(i) $15,000,000, in the case of an A Borrowing consisting of Eurodollar Rate
Advances and (ii) $1,000,000, in the case of an A Borrowing consisting of Base
Rate Advances, or, in each case, in integral multiples of $1,000,000 in excess
thereof and shall consist of A Advances of the same Type made on the same day by
the A Lenders ratably according to their respective A Commitments.  Within the
limits of each A Lender's A Commitment, the Borrower may from time to time
borrow, prepay pursuant to Section 2.11(b) and reborrow under this Section 2.01.

          SECTION 2.02  Making the A Advances.  (a)   Each A Borrowing shall be
                        ---------------------
made on notice given not later than (i) 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed A Borrowing, if such
proposed A Borrowing consists of Eurodollar Rate Advances and (ii) 10:00 A.M.
(New York City time) on the day of such proposed A Borrowing, if such proposed A
Borrowing consists of Base Rate Advances, by the Borrower to the Agent, which
shall give to each A Lender prompt notice thereof by telecopier.  Each such
notice of an A Borrowing (a "Notice of A Borrowing") shall be by telecopier or
                             ---------------------
telephone (and if by telephone, confirmed immediately in writing), in
substantially the form of Exhibit A-1 hereto, specifying therein the requested
(i) date of such A Borrowing, (ii) Type of A Advances comprising such A
Borrowing, (iii) aggregate amount of such A Borrowing and (iv) in the case of an
A Borrowing comprised of Eurodollar Rate Advances, initial Interest Period for
each such A Advance.  Each A Lender shall, before 12:00 noon (New York City
time) on the date of such A Borrowing, make available for the account of its
Applicable Lending Office to the Agent at its address referred to in Section
10.02, in same day funds, such A Lender's ratable portion of such A Borrowing.
After the Agent's receipt of such funds and upon fulfillment of the  applicable
conditions set forth in Article V, the Agent will make such funds available to
the Borrower at the Agent's aforesaid address.

          (b) Anything in subsection (a) above to the contrary notwithstanding,
the Borrower may not select Eurodollar Rate Advances for any A Borrowing if the
aggregate amount of such A Borrowing is less than $1,000,000 multiplied by the
number of A Lenders.

          (c) Each Notice of A Borrowing shall be irrevocable and binding on the
Borrower.  In the case of any A Borrowing which the related Notice of A
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower
shall indemnify each A Lender against any loss, cost or expense incurred by such
A Lender as a result of any failure to fulfill on or before the date specified
in such

                                      13
<PAGE>

Notice of A Borrowing for such A Borrowing the applicable conditions set forth
in Article V, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such A Lender to fund the A
Advance to be made by such A Lender as part of such A Borrowing when such A
Advance, as a result of such failure, is not made on such date.

          (d) Unless the Agent shall have received notice from an A Lender (i)
in the case of any A Borrowing consisting of (A) Eurodollar Rate Advances or (B)
Base Rate Advances for which the Notice of A Borrowing is given other than on
the date thereof, prior to the date of such A Borrowing or (ii) in the case of
any A Borrowing consisting of Base Rate Advances for which the Notice of A
Borrowing is given on the date thereof, prior to the time at which such A Lender
is required to fund such A Borrowing, which notice shall in either case state
that such A Lender will not make available to the Agent such A Lender's ratable
portion of such A Borrowing, the Agent may assume that such A Lender has made
such portion available to the Agent on the date of such A Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount.  If and to the extent that such A Lender shall not have so
made such ratable portion available to the Agent, such A Lender and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the Agent
at (x) in the case of the Borrower, the interest rate applicable at the time to
A Advances comprising such A Borrowing and (y) in the case of such A Lender, the
Federal Funds Rate.  If such A Lender shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such A Lender's A
Advance as part of such A Borrowing for purposes of this Agreement.

          (e) The failure of any A Lender to make the A Advance to be made by it
as part of any A Borrowing shall not relieve any other A Lender of its
obligation, if any, hereunder to make its A Advance on the date of such A
Borrowing, but no A Lender shall be responsible for the failure of any other A
Lender to make the A Advance to be made by such other A Lender on the date of
any A Borrowing.

          (f) The Borrower shall, if requested by any A Lender, execute and
deliver a promissory note, in substantially the form of Exhibit E-1 hereto,
payable to the order of such A Lender in an original principal amount equal to
such A Lender's A Commitment, duly executed by the Borrower.

          SECTION 2.03  The B Advances.  (a)  Each A Lender severally agrees
                        --------------
that the Borrower may make B Borrowings under this Section 2.03 from time to
time on any Business Day during the period from the date hereof until the date
occurring 7 days prior to the Revolver Termination Date in the manner set forth
below; provided, that, following the making of each B Borrowing, the aggregate
       --------  ----
amount of the Advances then outstanding shall not exceed the aggregate amount of
the A Commitments of the A Lenders (computed without regard to any B Reduction).

          (i) The Borrower may request a B Borrowing under this Section 2.03 by
     delivering to the Agent (or to each A Lender if the Borrower is conducting
     the auction for B Advances pursuant to subsection (g) of this Section
     2.03), by telecopier, a notice of a B Borrowing (a "Notice of B
                                                         -----------
     Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying
     ---------
     the date and aggregate amount of the proposed B Borrowing, the maturity
     date for repayment of each B Advance to be made as part of such B Borrowing
     (which maturity date may not be earlier than the date occurring 7 days
     after the date of such B Borrowing or later than the Revolver Termination
     Date), the interest payment date or dates relating thereto, and any other
     terms to be applicable to such B Borrowing, not later than 3:00 P.M. (New
     York City time) (A) at least one Business Day prior to the date of the
     proposed B Borrowing, if the Borrower shall specify in the

                                      14
<PAGE>

     Notice of B Borrowing that the rates of interest to be offered by the A
     Lenders shall be fixed rates per annum and (B) at least four Business Days
     prior to the date of the proposed B Borrowing, if the Borrower shall
     instead specify in the Notice of B Borrowing the basis to be used by the A
     Lenders in determining the rates of interest to be offered by them. If the
     Agent is conducting the auction for B Advances, it shall in turn promptly
     notify each A Lender of each request for a B Borrowing received by it from
     the Borrower by sending such A Lender a copy of the related Notice of B
     Borrowing.

          (ii)   Each A Lender may, if, in its sole discretion, it elects to do
     so, irrevocably offer to make one or more B Advances to the Borrower as
     part of such proposed B Borrowing at a rate or rates of interest specified
     by such Lender in its sole discretion, by notifying the Agent (which shall
     give prompt notice thereof to the Borrower) or the Borrower (if it is
     conducting the auction for B Advances pursuant to subsection (g) of this
     Section 2.03), before 10:30 A.M. (New York City time) (A) on the date of
     such proposed B Borrowing, in the case of a Notice of B Borrowing delivered
     pursuant to clause (A) of paragraph (i) above and (B) three Business Days
     before the date of such proposed B Borrowing, in the case of a Notice of B
     Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the
     minimum amount and maximum amount of each B Advance which such A Lender
     would be willing to make as part of such proposed B Borrowing (which
     amounts may, subject to the proviso to the first sentence of this Section
     2.03(a), exceed such A Lender's A Commitment), the rate or rates of
     interest therefor and such A Lender's Applicable Lending Office with
     respect to such B Advance; provided, that, if the Agent in its capacity as
                                --------  ----
     an A Lender shall, in its sole discretion, elect to make any such offer and
     the Agent is conducting the auction for B Advances, it shall notify the
     Borrower of such offer before 10:00 A.M. (New York City time) on the date
     on which notice of such election is to be given to the Agent by the other A
     Lenders.  If any A Lender shall elect not to make such an offer, such A
     Lender shall so notify the Agent, or the Borrower (if it is conducting the
     auction for the B Advances pursuant to subsection (g) of this Section
     2.03), before 10:30 A.M. (New York City time) on the date on which notice
     of such election is to be given to the Agent or the Borrower (if it is
     conducting the auction for the B Advances pursuant to subsection (g) of
     this Section 2.03) by the other A Lenders, and such A Lender shall not be
     obligated to, and shall not, make any B Advance as part of such B
     Borrowing; provided, that, the failure by any A Lender to give such notice
                --------  ----
     shall not cause such A Lender to be obligated to make any B Advance as part
     of such proposed B Borrowing.

          (iii)  The Borrower shall, in turn, (A) before 12:00 noon (New York
     City time) on the date of such proposed B Borrowing, in the case of a
     Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i)
     above and (B) before 1:00 P.M. (New York City time) three Business Days
     before the date of such proposed B Borrowing, in the case of a Notice of B
     Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

                 (x)  cancel such B Borrowing by giving the Agent (or each A
          Lender if the Borrower is conducting the auction for the B Advances
          pursuant to subsection (g) of this Section 2.03) notice to that
          effect; or

                 (y)  accept one or more of the offers made by any A Lender or A
          Lenders pursuant to paragraph (ii) above, in its sole discretion, by
          giving notice to the Agent (or each A Lender, if the Borrower is
          conducting the auction for B Advances pursuant to subsection (g) of
          this Section 2.03) of the amount of each B Advance (which amount shall
          be equal to or greater than the minimum amount, and equal to or less
          than the maximum amount, notified to the Borrower by the Agent on
          behalf of such A Lender (or by each A Lender, if the Borrower is
          conducting the auction for B Advances pursuant to

                                      15
<PAGE>

          subsection (g) of this Section 2.03) for such B Advance pursuant to
          paragraph (ii) above) to be made by each A Lender as part of such B
          Borrowing, and reject any remaining offers made by A Lenders pursuant
          to paragraph (ii) above by giving the Agent (or each A Lender, if the
          Borrower is conducting the auction for B Advances pursuant to
          subsection (g) of this Section 2.03) notice to that effect.

          (iv)   If the Borrower notifies the Agent that such B Borrowing is
     cancelled pursuant to paragraph (iii)(x) above, the Agent shall give prompt
     notice thereof to the A Lenders, and such B Borrowing shall not be made.

          (v)    If the Borrower accepts one or more of the offers made by any A
     Lender or A Lenders pursuant to paragraph (iii)(y) above, the Agent, if it
     is conducting the auction for the B Advances, or the Borrower, if it is
     conducting the auction for the B Advances pursuant to subsection (g) of
     this Section 2.03, shall promptly notify (A) each A Lender that has made an
     offer as described in paragraph (ii) above, of the date and aggregate
     amount of such B Borrowing, of the lowest and highest interest rates
     offered to the Borrower by the A Lenders in connection with such B
     Borrowing and whether or not any offer or offers made by such A Lender
     pursuant to paragraph (ii) above have been accepted by the Borrower and (B)
     each A Lender that is to make a B Advance as part of such B Borrowing, of
     the amount of each B Advance to be made by such A Lender as part of such B
     Borrowing.  If the Borrower is conducting the auction for the B Advances
     pursuant to subsection (g) of this Section 2.03, it shall concurrently with
     the notices given by it to the A Lenders pursuant to the previous sentence,
     provide a copy of all such notices to the Agent.  The Agent shall in turn
     notify each A Lender that is to make a B Advance as part of such B
     Borrowing, upon receipt, that the Agent has received forms of documents
     appearing to fulfill the applicable conditions set forth in Article V.
     Each A Lender that is to make a B Advance as part of such B Borrowing
     shall, before 2:00 P.M. (New York City time) on the date of such B
     Borrowing specified in the notice received from the Agent (or from the
     Borrower if it is conducting the auction for B Advances pursuant to
     subsection (g) of this Section 2.03) pursuant to clause (A) above or any
     later time when such A Lender shall have received notice from the Agent
     pursuant to the preceding sentence, make available (i) if the Agent is
     conducting the auction for B Advances, to the Agent for the account of its
     Applicable Lending Office at its address referred to in Section 10.02 such
     A Lender's portion of such B Borrowing, in same day funds or (ii) if the
     Borrower is conducting the auction for B Advances pursuant subsection (g)
     of this Section 2.03, to the Borrower at the account designated by it, such
     A Lender's portion of such B Borrowing, in same day funds.  Upon
     fulfillment of the applicable conditions set forth in Article V, and after
     receipt by the Agent of such funds (if the Agent conducted the auction
     relating to such B Borrowing), the Agent will make such funds available to
     the Borrower at the Agent's aforesaid address.  Promptly after each B
     Borrowing the Agent will notify each A Lender of the amount of the B
     Borrowing, the consequent B Reduction and the dates upon which such B
     Reduction commenced and will terminate.

          (b)    Each B Borrowing shall be in an aggregate amount not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each B Borrowing, the Borrower shall be in compliance
with the limitation set forth in the proviso to the first sentence of subsection
(a) above.  The Borrower may not accept offers for B Advances in excess of the
aggregate amount specified in its Notice of B Borrowing given with respect to
each proposed B Borrowing.

          (c)    Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03. The Borrower may not make more than one B Borrowing on any
Business Day.

                                      16
<PAGE>

          (d)  If the Agent conducted the applicable auction relating to the B
Advance to be repaid, the Borrower shall repay to the Agent for the account of
each A Lender which has made a B Advance on the maturity date of each B Advance
(such maturity date being that specified by the A Lender for repayment of such B
Advance in the related offer delivered pursuant to subsection (a)(ii) above),
the then unpaid principal amount of such B Advance.  If the Borrower conducted
the applicable auction relating to the B Advance to be repaid, the Borrower
shall repay directly to each A Lender that made a B Advance on the maturity date
of each B Advance (such maturity date being that specified by the A Lender for
repayment of such B Advance in the related offer delivered pursuant to
subsection (a)(ii) above), the then unpaid principal amount of such B Advance at
the account designated by such A Lender to the Borrower. The Borrower shall have
no right to prepay any principal amount of any B Advance unless, and then only
on the terms, specified for such B Advance in the offer delivered pursuant to
subsection (a)(ii) above.

          (e)  The Borrower shall pay interest on the unpaid principal amount of
each B Advance from the date of such B Advance to the date the principal amount
of such B Advance is repaid in full, at the rate of interest for such B Advance
specified by the A Lender making such B Advance in its offer with respect
thereto delivered pursuant to subsection (a)(ii) above, payable on the interest
payment date or dates specified by the Borrower in its Notice of B Borrowing
with respect thereto delivered pursuant to subsection (a)(i) above.  Such
interest shall be paid directly to the A Lender that made the B Advance at the
account designated by it to the Borrower, if the Borrower conducted the
applicable auction relating to the B Advance on which interest is to be paid,
and to the Agent for the account of the Applicable Lending Office of each A
Lender that made a B Advance, if the Agent conducted the auction relating to the
B Advance on which interest is to be paid.

          (f)  The indebtedness of the Borrower to an A Lender resulting from
each B Advance made to the Borrower as part of a B Borrowing shall be evidenced
by such A Lender's loan account referred to in Section 4.04; provided, however,
that upon the request of such A Lender, the Borrower shall execute and deliver
to such A Lender a promissory note, in substantially the form of Exhibit E-2
hereto, in the face amount of the B Advance made by such A Lender as part of a B
Borrowing.

          (g)  If the Borrower so elects, it may conduct, from time to time,
auctions for B Advances in accordance with the foregoing provisions.  The
Borrower shall promptly notify the Agent of each such auction for B Advances
that it conducts hereunder and the amount, term and Lender for each such B
Advance and each payment made by the Borrower in respect thereof.

          SECTION 2.04 Fees. (a) Facility Fee. The Borrower agrees to pay to the
                       ----      ------------
Agent for the account of each A Lender a facility fee, accruing at the rate of
0.06% from and after the date hereof, on the amount of such A Lender's A
Commitment (computed without giving effect to any B Reduction or any other usage
of the A Commitment of such A Lender), payable quarterly in arrears on the last
day of each January, April, July and October and on the Revolver Termination
Date.

          (b)  Utilization Fee. The Borrower agrees to pay to the Agent for the
               ---------------
account of each A Lender a utilization fee, accruing, during all periods from
and after the date hereof when the aggregate amount of outstanding A Advances
made by such A Lender exceeds 50% of such A Lender's A Commitment (without
regard to any usage thereof), at the rate of 0.05% per annum on the aggregate
amount of such A Advances outstanding from time to time during such periods,
payable quarterly in arrears on the last day of each January, April, July and
October and on the Revolver Termination Date.

          (c)  Other Fees. The Borrower hereby agrees to pay the fees and
               ----------
charges referred to in that certain letter agreement, dated as of the date
hereof, among the Borrower, the Issuing Bank and the Agent.

                                      17
<PAGE>

          SECTION 2.05 Reduction and  Increase of the A Commitments. (a) The
                       --------------------------------------------
Borrower shall have the right, upon at least three Business Days' notice to the
Agent, to irrevocably terminate in whole or reduce ratably in part the unused
portions of the respective A Commitments of the A Lenders, provided, that, the
                                                           --------  ----
aggregate amount of the A Commitments of the A Lenders shall not be reduced to
an amount which is less than the aggregate principal amount of the B Advances
then outstanding and provided, further, that each partial reduction shall be in
                     --------  -------
the aggregate amount of $25,000,000 or an integral multiple of $1,000,000 in
excess thereof.

          (b)  Not more frequently than once in any period of twelve consecutive
calendar months occurring after the date hereof, the Borrower shall have the
right prior to the Revolver Termination Date to increase the amount of the A
Commitments of one or more A Lenders and add one or more Assuming Lenders as A
Lenders (each such increase being an "A Commitment Increase"), provided that
                                      ---------------------
such A Lenders shall have consented to such A Commitment Increase (which consent
may be granted or withheld by any A Lender in its sole and absolute discretion),
on and subject to the following terms:

               (i)    The aggregate amount of all A Commitment Increases shall
     not exceed $100,000,000 after the date hereof;

               (ii)   The aggregate amount of each A Commitment Increase shall
     be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000
     in excess thereof;

               (iii)  Each A Commitment Increase shall increase the aggregate
     amount of the A Commitments by the same amount;

               (iv)   No proposed A Commitment Increase shall occur unless each
     of the following requirements in respect thereof shall have been satisfied:

                      (A)  The Agent shall have received from the Borrower an
          irrevocable written notice (an "A Commitment Increase Notice"), dated
                                          ----------------------------
          not earlier than 60 days before the proposed A Commitment Increase
          Effective Date (as defined below) therefor and not later than 30 days
          before such proposed A Commitment Increase Effective Date, that (1)
          specifies (x) the aggregate amount of the proposed A Commitment
          Increase, (y) the A Lenders whose A Commitments are to be increased by
          the proposed A Commitment Increase and/or the Assuming Lenders which
          are to become A Lenders and the amount by which each such A Lender's A
          Commitment is to be so increased and/or the amount of each such
          Assuming Lender's A Commitment and (z) the date (the "A Commitment
                                                                ------------
          Increase Effective Date") on which the proposed A Commitment Increase
          -----------------------
          shall become effective, and (2) has been signed by each A Lender whose
          A Commitment is to be increased, evidencing the consent of such A
          Lender to the proposed A Commitment Increase and/or by each such
          Assuming Lender; and

                      (B)  On and as of the A Commitment Increase Effective Date
          of the proposed A Commitment Increase (1) the following statements
          shall be true (and the giving of the applicable A Commitment Increase
          Notice shall constitute a representation and warranty by the Borrower
          that on such A Commitment Increase Effective Date such statements are
          true):

                           (x)   The representations and warranties contained in
                      Section 6.01 are correct on and as of such A Commitment
                      Increase

                                      18
<PAGE>

                      Effective Date before and after giving effect to the
                      proposed A Commitment Increase, as though made on and as
                      of such date, and

                           (y)   No event has occurred and is continuing, or
                      would result from such A Commitment Increase, which
                      constitutes an Event of Default or Default; and

          (2) the Agent shall have received such other approvals, opinions or
          documents as the Agent may reasonably request;

               (v)    Promptly following its receipt of an A Commitment Increase
     Notice in proper form, the Agent shall deliver copies thereof to each A
     Lender.  If, and only if, all of the terms, conditions and requirements
     specified in paragraphs (i) through (iv) are satisfied in respect of any
     proposed A Commitment Increase on and as of the proposed A Commitment
     Increase Effective Date thereof and in the case of each such Assuming
     Lender, an Assumption Agreement, duly executed by such Assuming Lender, the
     Agent and the Borrower, has been received by the Agent, then, as of such A
     Commitment Increase Effective Date and from and after such date, (1) the A
     Commitments of the A Lenders consenting to such A Commitment Increase shall
     be increased by the respective amounts specified in the A Commitment
     Increase Notice pertaining thereto, (2) references herein to the amounts of
     the A Lenders' respective A Commitments shall refer to respective amounts
     giving effect to such A Commitment Increase, and (3) each such Assuming
     Lender shall be an A Lender for all purposes hereof, and the Agent shall
     record all relevant information with respect to such Assuming Lender and
     its A Commitment in the Register;

               (vi)   It is understood that no A Lender shall have any
     obligation whatsoever to agree to any request made by the Borrower for an A
     Commitment Increase;

               (vii)  On each A Commitment Increase Effective Date, (A) each A
     Lender whose A Commitment has been increased (each such A Lender being an
     "Increasing A Lender") shall, before 12:00 noon (New York City time) on
      -------------------
     such A Commitment Increase Effective Date, make available for the account
     of its Applicable Lending Office to the Agent at the address specified in
     Section 10.02, in same day funds, an amount equal to the excess of (1) such
     Increasing A Lender's ratable portion of the A Borrowings then outstanding
     (calculated based on its A Commitment as a percentage of the aggregate A
     Commitments of the A Lenders (including each such Assuming Lender)
     outstanding after giving effect to the relevant A Commitment Increase) over
     (2) the aggregate principal amount of then outstanding A Advances made by
     such Increasing A Lender and (B) each such Assuming Lender shall before
     12:00 noon (New York City time) on such A Commitment Increase Effective
     Date, make available for the account of its Applicable Lending Office to
     the Agent at the address specified in Section 10.02 in same day funds, an
     amount equal to such Assuming Lender's ratable portion of the A Borrowings
     then outstanding (calculated based on its A Commitment as a percentage of
     the aggregate A Commitments of the A Lenders (including each such Assuming
     Lender) outstanding after giving effect to the relevant A Commitment
     Increase); and

               (viii) After the Agent's receipt of such funds from each such
     Increasing A Lender and such Assuming Lender, the Agent will promptly
     thereafter cause to be distributed like funds to the other A Lenders for
     the account of their respective Applicable Lending Offices in an amount to
     each other A Lender such that the aggregate amount of the outstanding A
     Advances owing to each A Lender (including each such Assuming Lender) after
     giving effect to such distribution equals such A Lender's ratable portion
     of the A Borrowings then outstanding

                                      19
<PAGE>

     (calculated based on its A Commitment as a percentage of the aggregate A
     Commitments of the A Lenders outstanding after giving effect to the
     relevant A Commitment Increase). If the A Commitment Increase Effective
     Date shall occur on a date that is not the last day of the Interest Period
     for all Eurodollar Rate Advances then outstanding, (1) the Borrower shall
     pay any amounts owing pursuant to Section 10.04(b) as a result of the
     distributions to A Lenders under this Section 2.05(b) and (2) for each A
     Borrowing comprised of Eurodollar Rate Advances, the respective A Advances
     made by the Increasing A Lenders pursuant to this Section 2.05(b) in
     respect of such A Borrowing shall be Base Rate Advances until the last day
     of the then existing Interest Period for such A Borrowing.

          SECTION 2.06 Repayment of A Advances. The Borrower shall repay in full
                       -----------------------
the principal amount of each A Advance owing to each A Lender, together with
accrued interest and fees thereon, on the Revolver Termination Date.

          SECTION 2.07 Interest on A Advances. The Borrower shall pay interest
                       ----------------------
on the unpaid principal amount of each A Advance made by each A Lender from the
date of such A Advance until such principal amount shall be paid in full, at the
following rates per annum:

          (a)  Base Rate Advances. If such A Advance is a Base Rate Advance, a
               ------------------
     rate per annum equal at all times to the Base Rate in effect from time to
     time, payable quarterly on the last day of each April, July, October, and
     January and on the date such Base Rate Advance shall be Converted or paid
     in full; provided, that, any amount of principal which is not paid when due
              --------  ----
     (whether at stated maturity, by acceleration or otherwise) shall bear
     interest, from the date on which such amount is due until such amount is
     paid in full, payable on demand, at a rate per annum equal at all times to
     2% per annum above the Base Rate in effect from time to time.

          (b)  Eurodollar Rate Advances. If such A Advance is a Eurodollar Rate
               ------------------------
     Advance, a rate per annum equal at all times during each Interest Period
     for such A Advance to the sum of the Eurodollar Rate for such Interest
     Period plus the Eurodollar Rate Margin, payable on the last day of such
     Interest Period and, if such Interest Period has a duration of more than
     three months, on each day which occurs during such Interest Period every
     three months from the first day of such Interest Period; provided, that,
                                                              --------  ----
     any amount of principal which is not paid when due (whether at stated
     maturity, by acceleration or otherwise) shall bear interest, from the date
     on which such amount is due until such amount is paid in full, payable on
     demand, at a rate per annum equal at all times to (x) after the expiration
     of the Interest Period related to such principal amount, 2% per annum above
     the Base Rate in effect from time to time and (y) prior to the expiration
     of the Interest Period related to such principal amount, 2% per annum above
     the rate per annum required to be paid on such A Advance immediately prior
     to the date on which such principal amount became due.

          SECTION 2.08 Additional Interest on Eurodollar Rate Advances. The
                       -----------------------------------------------
Borrower shall pay to each A Lender, so long as such A Lender shall be required
under regulations of the Board of Governors of the Federal Reserve System to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, additional interest on the unpaid principal
amount of each Eurodollar Rate Advance of such A Lender, from the date of such A
Advance until such principal amount is paid in full, at an interest rate per
annum equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the Interest Period for such A Advance from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such A Lender for such Interest
Period, payable on each date on which interest is payable on such A Advance.
Such additional interest shall be determined by such A Lender and notified to
the Borrower through the Agent.

                                      20
<PAGE>

          SECTION 2.09 Interest Rate Determination. (a) Each Reference Bank
                       ---------------------------
agrees to furnish to the Agent timely information for the purpose of determining
the Eurodollar Rate.  If any one or more of the Reference Banks shall not
furnish such timely information to the Agent for the purpose of determining such
interest rate, the Agent shall determine such interest rate on the basis of
timely information furnished by the  remaining Reference Banks.  The Agent shall
give prompt notice to the Borrower and the A Lenders of the applicable interest
rate determined by the Agent for purposes of Section 2.07(a) or (b), and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.07(b).

          (b)  If, with respect to any Eurodollar Rate Advances, the Majority A
Lenders notify the Agent that the Eurodollar Rate for any Interest Period for
such Advances will not adequately reflect the cost to such Majority A Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Borrower and the A
Lenders, whereupon:

               (i)    each outstanding Eurodollar Rate Advance will
     automatically, on the last day of the then existing Interest Period
     therefor, Convert into a Base Rate Advance, and

               (ii)   the obligation of the A Lenders to make, or to Convert A
     Advances into, Eurodollar Rate Advances shall be suspended until the Agent
     shall notify the Borrower and the A Lenders that the circumstances causing
     such suspension no longer exist.

          (c)  If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent will
                                ---------------
forthwith so notify the Borrower and the A Lenders and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Base Rate Advances.

          (d)  On the date on which the aggregate unpaid principal amount of A
Advances comprising any A Borrowing shall be reduced, by payment or prepayment
or otherwise, to less than $1,000,000 multiplied by the number of A Lenders,
such A Advances shall, if they are A Advances of a Type other than Base Rate
Advances, automatically Convert into Base Rate Advances, and on and after such
date the right of the Borrower to Convert such A Advances into A Advances of a
Type other than Base Rate Advances shall terminate; provided, however, that if
                                                    --------  -------
and so long as each such A Advance shall be of the same Type and have the same
Interest Period as  A Advances comprising another A Borrowing or other A
Borrowings, and the aggregate unpaid principal amount of all such A Advances
shall equal or exceed $1,000,000 multiplied by the number of A Lenders, the
Borrower shall have the right to continue all such A Advances as, or to Convert
all such A Advances into, A Advances of such Type having such Interest Period.

          (e)  If fewer than two Reference Banks furnish timely information to
the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,

               (i)    the Agent shall forthwith notify the Borrower and the A
     Lenders that the interest rate cannot be determined for such Eurodollar
     Rate Advances,

               (ii)   each such A Advance will automatically, on the last day of
     the then existing Interest Period therefor, Convert into a Base Rate
     Advance (or if such A Advance is then a Base Rate Advance, will continue as
     a Base Rate Advance), and

                                      21
<PAGE>

               (iii)  the obligation of the A Lenders to make, or to Convert A
     Advances into, Eurodollar Rate Advances shall be suspended until the Agent
     shall notify the Borrower and the Lenders that the circumstances causing
     such suspension no longer exist.

          SECTION 2.10  Voluntary Conversion of A Advances.  The Borrower may on
                        ----------------------------------
any Business Day, upon notice given to the Agent not later than 12:00 noon (New
York City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Sections 2.09 and 2.13, Convert all
A Advances of one Type comprising the same A Borrowing into A Advances of
another Type; provided, however, that any Conversion of any Eurodollar Rate
              --------  -------
Advances into A Advances of another Type shall be made on, and only on, the last
day of an Interest Period for such Eurodollar Rate Advances.  Each such notice
of a Conversion shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the A Advances to be Converted, and (iii) if such
Conversion is into Eurodollar Rate Advances, the duration of the Interest Period
for each such A Advance.

          SECTION 2.11  No Prepayments of A Advances.  (a)  The Borrower shall
                        ----------------------------
have no right to prepay any principal amount of any A Advances other than as
provided in subsection (b) below or Section 2.14.

          (b)  The Borrower may, upon at least (i) two Business Days', in the
case of Eurodollar Rate Advances and (ii) same Business Day's, in the case of
Base Rate Advances, notice to the Agent (to be received by the Agent prior to
12:00 noon (New York City time)) stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amounts of the A Advances comprising
part of the same A Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
--------  -------
principal amount not less than $15,000,000 if made with respect to Eurodollar
Rate Advances, or $1,000,000, if made with respect to Base Rate Advances, and in
each case in $1,000,000 integral multiples in excess thereof and (y) in the case
of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be
obligated to reimburse the A Lenders in respect thereof pursuant to Section
10.04(b).

          SECTION 2.12  Increased Costs.  (a)  If, due to either (i) the
                        ---------------
introduction of or any change at any time after the date of this Agreement
(other than any change by way of imposition or increase of reserve requirements
in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance after the date of this Agreement with any guideline or request from
any central bank or other governmental authority (whether or not having the
force of law), there shall be any increase in the cost to any A Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Advances,
then the Borrower shall from time to time, upon demand by such A Lender (with a
copy of such demand to the Agent), pay to the Agent for the account of such A
Lender additional amounts sufficient to compensate such A Lender for such
increased cost; provided, that, the Borrower shall have no obligation to
                --------  ----
reimburse any A Lender for increased costs incurred more than 60 days prior to
the date of such demand.  A certificate as to the amount of such increased cost
setting forth the basis for the calculation of such increased costs, submitted
to the Borrower and the Agent by such A Lender, shall be conclusive and binding
for all purposes, absent manifest error.

          (b)  If, at any time after the date of this Agreement, any A Lender
determines that compliance with any law or regulation or any guideline or
request from any central bank or other governmental authority (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such A Lender or any corporation controlling
such A Lender and that the amount of such capital is increased by or based upon
the existence of such

                                      22
<PAGE>

A Lender's commitment to lend hereunder and other commitments of this type,
then, upon demand by such A Lender (with a copy of such demand to the Agent),
the Borrower shall immediately pay to the Agent for the account of such A
Lender, from time to time as specified by such A Lender, additional amounts
sufficient to compensate such A Lender or such corporation in the light of such
circumstances, to the extent that such A Lender reasonably determines such
increase in capital to be allocable to the existence of such A Lender's
commitment to lend hereunder; provided, that, the Borrower shall have no
                              --------  ----
obligation to pay such compensatory amounts that relate to an actual increase
in the capital of such A Lender undertaken by such A Lender more than 60 days
prior to the date of such demand.  A certificate as to such amounts submitted to
the Borrower and the Agent by such A Lender and setting forth the basis for the
calculation of such amount shall be conclusive and binding for all purposes,
absent manifest error.

          (c)  Without affecting its rights under Sections 2.12(a) or 2.12(b) or
any other provision of this Agreement, each A Lender agrees that if there is any
increase in any cost to or reduction in any amount receivable by such A Lender
with respect to which the Borrower would be obligated to compensate such A
Lender pursuant to Sections 2.12(a) or 2.12(b), such A Lender shall use
reasonable efforts to select an alternative Applicable Lending Office which
would not result in any such increase in any cost to or reduction in any amount
receivable by such A Lender; provided, however, that no A Lender shall be
                             --------  -------
obligated to select an alternative Applicable Lending Office if such A Lender
determines that (i) as a result of such selection such A Lender would be in
violation of any applicable law, regulation, treaty, or guideline, or would
incur additional costs or expenses or (ii) such selection would be inadvisable
for regulatory reasons or inconsistent with the interests of such A Lender.

          (d)  Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.12 shall survive the payment in full (after the Revolver
Termination Date) of all Obligations.

          SECTION 2.13  Illegality.  (a)  Notwithstanding any other provision of
                        ----------
this Agreement, if any A Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful or impossible, or any central bank or other governmental authority
asserts that it is unlawful, for any A Lender or its Eurodollar Lending Office
to perform its obligations hereunder to make Eurodollar Rate Advances or to fund
or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the A
Lenders to make, or to Convert A Advances into, Eurodollar Rate Advances shall
be suspended until the Agent shall notify the Borrower and the A Lenders that
the circumstances causing such suspension no longer exist and (ii) the Borrower
shall forthwith prepay in full all Eurodollar Rate Advances of all A Lenders
then outstanding, together with interest accrued thereon, unless the Borrower,
within five Business Days of notice from the Agent, Converts all Eurodollar Rate
Advances of all A Lenders then outstanding into A Advances of another Type in
accordance with Section 2.10.

          (b)  Without affecting its rights under Section 2.13(a) or under any
                                                  ---------------
other provision of this Agreement, each A Lender agrees that if it becomes
unlawful or impossible for such A Lender to make, maintain or fund its
Eurodollar Rate Advances as contemplated by this Agreement, such A Lender shall
use reasonable efforts to select an alternative Applicable Lending Office from
which such A Lender may maintain and give effect to its obligations under this
Agreement with respect to making, funding and maintaining such Eurodollar Rate
Advances; provided, however, that no A Lender shall be obligated to select an
          --------  -------
alternative Applicable Lending Office if such A Lender determines that (i) as a
result of such selection such A Lender would be in violation of any applicable
law, regulation, or treaty, or would incur additional costs or expenses or (ii)
such selection would be inadvisable for regulatory reasons or inconsistent with
the interests of such A Lender.

                                      23
<PAGE>

          SECTION 2.14  Extension of Revolver Termination Date.  At least 30 but
                        --------------------------------------
not more than 45 days prior to the next Revolver Termination Date, the Borrower,
by written notice to the Agent, may request that the Revolver Termination Date
be extended for a period of 364 days from its then current scheduled expiration.
The Agent shall promptly notify each A Lender of such request, and each A Lender
shall in turn, within 20 days prior to such Revolver Termination Date, notify
the Borrower and the Agent in writing regarding whether such A Lender will
consent to such extension.  If, and only if, (i) the Majority A Lenders consent
in writing to such extension prior to the tenth day preceding such Revolver
Termination Date and (ii) the Majority LC Lenders and the Issuing Bank consent
to an extension of the LC Termination Date pursuant to Section 3.12, the
Revolver Termination Date shall be so extended for such 364-day period and
references herein to the "Revolver Termination Date" shall refer to such
                          -------------------------
"Revolver Termination Date" as so extended.  If any A Lender does not consent to
--------------------------
any requested extension or any A Lender shall fail to deliver such notice to the
Borrower and the Agent as provided above, in which event such A Lender shall be
deemed to not have consented, (each such A Lender being a "Declining A Lender"),
                                                           ------------------
such Declining A Lender's A Commitment shall terminate on the scheduled Revolver
Termination Date and on such scheduled Revolver Termination Date, the Borrower
shall repay in full the principal amount of A Advances owing to such Declining A
Lender, together with accrued interest thereon to the date of payment of such
principal amount, all fees payable to such Declining A Lender and all other
amounts payable to such Declining A Lender under this Agreement (including, but
not limited to, any increased costs or other additional amounts owing under
Section 2.12, any indemnification for Taxes or Other Taxes under Section 4.02,
and any amounts which may be required to be paid by the Borrower pursuant to
Section 10.04(b)).  It is understood that no A Lender shall have any obligation
whatsoever to agree to any request made by the Borrower for an extension of the
Revolver Termination Date.

                                  ARTICLE III
                        AMOUNT AND TERMS OF LETTERS OF
                       CREDIT AND PARTICIPATIONS THEREIN

          SECTION 3.01  Letters of Credit.  The Issuing Bank agrees, on the
                        -----------------
terms and conditions hereinafter set forth, to Issue for the account of the
Borrower or any LC Subsidiary, one or more Letters of Credit from time to time
during the period from the date of this Agreement until the LC Termination Date
in an aggregate undrawn amount not to exceed at any time the LC Commitments of
the LC Lenders in effect at such time (inclusive of the Dollar equivalent of
Letters of Credit Issued in an Alternative Currency), each such Letter of Credit
upon its Issuance to expire on or before the date which occurs one year from the
date of its Issuance; provided, however, that the Issuing Bank shall not be
                      --------  -------
obligated to, and shall not, Issue any Letter of Credit if:

          (i)  after giving effect to the Issuance of such Letter of Credit, the
     sum of the then outstanding aggregate amount of all Letter of Credit
     Liability and the then outstanding principal amount of all Supplemental A
     Borrowings shall exceed the total of the LC Commitments of the LC Lenders;
     or

          (ii) the Agent or the Majority LC Lenders shall have notified the
     Issuing Bank and the Borrower that no further Letters of Credit are to be
     Issued by the Issuing Bank due to failure to meet any of the applicable
     conditions set forth in Article V, and such notice has not been withdrawn.

Within the limits of the obligations of the Issuing Bank set forth above and in
Section 3.02, the Borrower and each LC Subsidiary may request the Issuing Bank
to Issue one or more Letters of Credit, reimburse the Issuing Bank for payments
made thereunder pursuant to Section 3.04(a) and request the Issuing Bank to
Issue one or more additional Letters of Credit under this Section 3.01.

                                      24
<PAGE>

          SECTION 3.02  Limitation on the Issuance of Letters of Credit
                        -----------------------------------------------
Denominated in Alternative Currencies.  The Issuing Bank shall not be obligated
-------------------------------------
to, and shall not, Issue any Letter of Credit denominated in an Alternative
Currency if, after giving effect to the Issuance of any Letter of Credit
denominated in an Alternative Currency, the then outstanding aggregate amount of
all Letter of Credit Liability with respect to all Letters of Credit denominated
in an Alternative Currency equals or exceeds (on a Dollar equivalent basis)
$75,000,000.

          SECTION 3.03  Issuing the Letters of Credit.  Each Letter of Credit
                        -----------------------------
shall be Issued on notice from the Borrower or any LC Subsidiary, as the case
may be, to the Issuing Bank as provided in the application and agreement
governing such Letter of Credit specifying the date, amount, currency, expiry
and beneficiary thereof, accompanied by such documents as the Issuing Bank may
specify to the Borrower or LC Subsidiary, as the case may be, in form and
substance satisfactory to the Issuing Bank.  On the date specified by the
Borrower or LC Subsidiary, as the case may be, in such notice and upon
fulfillment of the applicable conditions set forth in Section 3.01, the Issuing
Bank will Issue such Letter of Credit and shall promptly notify the Agent
thereof.

          SECTION 3.04  Reimbursement Obligations.  (a)  The Borrower or the
                        -------------------------
appropriate LC Subsidiary, as the case may be, shall:

          (i)   pay to the Issuing Bank an amount equal to, and in reimbursement
     for, each amount which the Issuing Bank pays under any Letter of Credit not
     later than the date which occurs one Business Day after payment of such
     amount by the Issuing Bank under such Letter of Credit; and

          (ii)  pay to the Issuing Bank interest on any amount paid by the
     Issuing Bank under any Letter of Credit from the date on which the Issuing
     Bank pays such amount under any Letter of Credit until such amount is
     reimbursed in full to the Issuing Bank pursuant to clause (i) above,
     payable on demand, at a fluctuating rate per annum equal to the sum of the
     Base Rate in effect from time to time plus 2% per annum.

          (b)   All amounts to be reimbursed to the Issuing Bank in accordance
with subsection (a) above may, subject to the limitations set forth in Section
2.01 (inclusive of the minimum borrowing limitations), be paid from the proceeds
of A Advances or B Advances.

          SECTION 3.05  Participations Purchased by the Lenders.  (a)  On the
                        ---------------------------------------
date of Issuance of each Letter of Credit the Issuing Bank shall be deemed
irrevocably and unconditionally to have sold and transferred to each LC Lender
without recourse or warranty, and each LC Lender shall be deemed to have
irrevocably and unconditionally purchased and received from the Issuing Bank, an
undivided interest and participation, to the extent of such Lender's LC
Commitment Percentage in effect from time to time, in such Letter of Credit and
all Letter of Credit Liability relating to such Letter of Credit and all
documents securing, guaranteeing, supporting, or otherwise benefiting the
payment of such Letter of Credit Liability.  The Agent or the Issuing Bank will
notify each Lender promptly after the close of each calendar month of all
Letters of Credit then outstanding and of their respective dates of Issue,
outstanding amounts (on a Dollar equivalent basis) as at the end of such month,
currency, expiry dates and reference numbers.

          (b)   In the event that any reimbursement obligation under Section
3.04(a) is not paid when due to the Issuing Bank with respect to any Letter of
Credit, the Issuing Bank shall promptly notify the LC Lenders of the amount of
such reimbursement obligation (on a Dollar equivalent basis in the case of
Letters of Credit denominated in an Alternative Currency) and each LC Lender
shall immediately pay to the Issuing Bank, in lawful money of the United States
and in same day funds, an amount equal to such LC Lender's LC Commitment
Percentage then in effect of the amount of such unpaid reimbursement

                                      25
<PAGE>

obligation with interest at the Federal Funds Rate for each day after such
notification until such amount is paid to the Issuing Bank.

          (c)  Promptly after the Issuing Bank receives a payment (including
interest payments) on account of a reimbursement obligation with respect to any
Letter of Credit, the Issuing Bank shall promptly pay to each LC Lender which
funded its participation therein, in lawful money of the United States, the
Dollar equivalent of funds so received, in an amount equal to such LC Lender's
Commitment Percentage thereof.

          (d)  Upon the request of any LC Lender, the Agent shall furnish, or
cause the Issuing Bank to furnish, to such LC Lender copies of any outstanding
Letter of Credit and any application and agreement for letter of credit as may
be reasonably requested by such LC Lender.

          (e)  The obligation of each LC Lender to make payments under
subsection (b) above shall be unconditional and irrevocable and shall remain in
effect after the occurrence of the LC Termination Date with respect to any
Letter of Credit that was Issued by the Issuing Bank on behalf of the Borrower
or any LC Subsidiary on or before the LC Termination Date and such payments
shall be made under all circumstances, including, without limitation, any of the
circumstances referred to in Section 3.07(b) other than in connection with
circumstances involving any willful misconduct or gross negligence of the
Issuing Bank in Issuing a Letter of Credit or in determining whether documents
presented under a Letter of Credit comply with the terms thereof.

          (f)  If any payment received on account of any reimbursement
obligation with respect to a Letter of Credit and distributed to an LC Lender as
a participant under Section 3.05(c) is thereafter recovered from the Issuing
Bank in connection with any bankruptcy or insolvency proceeding relating to the
Borrower or an LC Subsidiary, each LC Lender which received such distribution
shall, upon demand by the Issuing Bank, repay to the Issuing Bank such LC
Lender's ratable share of the amount so recovered together with an amount equal
to such LC Lender's ratable share (according to the proportion of (i) the amount
of such LC Lender's required repayment to (ii) the total amount so recovered) of
any interest or other amount paid or payable by the Issuing Bank in respect of
the total amount so recovered.

          SECTION 3.06  Letter of Credit Fees.
                        ---------------------

          (a)  Facility Fee.  The Borrower hereby agrees to pay to the Issuing
               ------------
Bank for the account of each LC Lender (in accordance with its LC Commitment
Percentage) a letter of credit facility fee, accruing at a rate of 0.06% per
annum from and after the date hereof, (i) on the total amount of LC Commitments
from time to time from and after such date (regardless of the actual or deemed
usage thereof) payable quarterly in arrears on the last day of each January,
April, July and October and on the LC Termination Date and (ii) on the aggregate
amount of Letter of Credit Liability under all Letters of Credit that are
outstanding beyond the LC Termination Date (regardless of the actual or deemed
usage thereof) payable in arrears on the last day of each January, April, July
and October and on the first day after the LC Termination Date on which no
Letters of Credit are outstanding.

          (b)  Issuing Bank Fees.  The Borrower hereby agrees to pay to the
               -----------------
Issuing Bank the fees and charges referred to in that certain letter agreement,
dated as of the date hereof, among the Borrower, the Issuing Bank and the Agent.

          SECTION 3.07  Indemnification; Nature of the Issuing Bank's Duties.
                        ----------------------------------------------------
(a)  The Borrower agrees to indemnify and save harmless the Agent, the Issuing
Bank and each Lender from and against any and all claims, demands, liabilities,
damages, losses, costs, charges and expenses (including reasonable

                                      26
<PAGE>

attorneys' fees) which the Agent, the Issuing Bank or such Lender may incur or
be subject to as a consequence, direct or indirect, of (i) the Issuance of any
Letter of Credit or (ii) any action or proceeding relating to a court order,
injunction, or other process or decree restraining or seeking to restrain the
Issuing Bank from paying any amount under any Letter of Credit; provided, that,
                                                                --------  ----
the Issuing Bank shall not be indemnified for any of the foregoing caused by its
gross negligence or willful misconduct.

          (b)  The obligations of the Borrower and each LC Subsidiary hereunder
with respect to Letters of Credit shall be unconditional and irrevocable, and
shall be paid strictly in accordance with the terms hereof under all
circumstances, including, without limitation, any of the following
circumstances:

               (i)    any lack of validity or enforceability of any Letter of
          Credit or this Agreement or any agreement or instrument relating
          thereto;

               (ii)   the existence of any claim, setoff, defense or other right
          which the Borrower or any LC Subsidiary may have at any time against
          the beneficiary, or any transferee, of any Letter of Credit, or the
          Issuing Bank, any Lender, or any other Person;

               (iii)  any draft, certificate, or other document presented under
          any Letter of Credit proving to be forged, fraudulent, invalid or
          insufficient in any respect or any statement therein being untrue or
          inaccurate in any respect;

               (iv)   any lack of validity, effectiveness, or sufficiency of any
          instrument transferring or assigning or purporting to transfer or
          assign any Letter of Credit or the rights or benefits thereunder or
          proceeds thereof, in whole or in part;

               (v)    any loss or delay in the transmission or otherwise of any
          document required in order to make a drawing under any Letter of
          Credit or of the proceeds thereof;

               (vi)   any exchange, release or non-perfection of any collateral,
          or any release or non-perfection of any collateral, or any release or
          amendment or waiver of or consent to departure from any guarantee, for
          all or any of the obligations of the Borrower or an LC Subsidiary in
          respect of the Letters of Credit;

               (vii)  any change in the time, manner or place of payment of, or
          in any other terms of, all or any of the obligations of the Borrower
          or any LC Subsidiary in respect of the Letters of Credit or any other
          amendment or waiver of or any consent to departure from all or any of
          this Agreement;

               (viii) any failure of the beneficiary of a Letter of Credit to
          strictly comply with the conditions required in order to draw upon any
          Letter of Credit;

               (ix)   any misapplication by the beneficiary of any Letter of
          Credit of the proceeds of any drawing under such Letter of Credit; or

               (x)    any other circumstance or happening whatsoever, whether or
          not similar to the foregoing;

provided, that, notwithstanding the foregoing, the Issuing Bank shall not be
--------  ----
relieved of any liability it may otherwise have as a result of its gross
negligence or willful misconduct.

                                      27
<PAGE>

          SECTION 3.08  Increased Costs.  (a)  Change in Law.  If, at any time
                        ---------------        -------------
after the date of this Agreement, any change in any law or regulation or in the
interpretation thereof by any court or administrative or governmental authority
charged with the administration thereof shall either (i) impose, modify or deem
applicable any reserve, special deposit or similar requirement against letters
of credit or guarantees issued by, or assets held by or deposits in or for the
account of, the Issuing Bank or any LC Lender or (ii) impose on the Issuing Bank
or any LC Lender any other condition regarding this Agreement or the Letters of
Credit or any collateral thereon, and the result of any event referred to in
clause (i) or (ii) above shall be to increase the cost to the Issuing Bank or
such LC Lender of issuing or maintaining, funding or purchasing participations
in the Letters of Credit, then, upon demand by the Issuing Bank or such LC
Lender (with a copy of such demand to the Agent), the Borrower shall pay to the
Agent for the account of the  Issuing Bank or such LC Lender, from time to time
as specified by the Issuing Bank or such LC Lender, additional amounts
sufficient to compensate the Issuing Bank or such LC Lender for such increased
cost; provided, that, the Borrower shall have no obligation to reimburse the
      --------  ----
Issuing Bank or any LC Lender for increased costs incurred more than 60 days
prior to the date of such demand.  A certificate as to the amount of such
increased cost setting forth the basis for the calculation of such increased
costs, submitted by the Issuing Bank or an LC Lender to the Borrower, shall be
conclusive and binding for all purposes, absent manifest error.

          (b)  Capital.  If, at any time after the date of this Agreement, the
               -------
Issuing Bank or any LC Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by the
Issuing Bank or such LC Lender or any corporation controlling Issuing Bank or
such LC Lender and that the amount of such capital is increased by or based upon
the existence of the Issuing Bank's or LC Lender's commitment hereunder and
other commitments of this type or the issuance of (or commitment to purchase of
participations in) the Letters of Credit (or similar contingent obligations),
then, upon demand by the Issuing Bank or such LC Lender (with a copy of such
demand to the Agent), the Borrower shall pay to the Agent for the account of the
Issuing Bank or such LC Lender, from time to time as specified by the Issuing
Bank or such LC Lender, additional amounts sufficient to compensate the Issuing
Bank or such LC Lender or such corporation in the light of such circumstances,
to the extent that the Issuing Bank or such LC Lender reasonably determines such
increase in capital to be allocable to the existence of the Issuing Bank's or
such LC Lender's commitment hereunder; provided, that, the Borrower shall have
                                       --------  ----
no obligation to pay such compensatory amounts that relate to an actual increase
in the capital of the Issuing Bank or such LC Lender undertaken by the Issuing
Bank or such LC Lender more than 60 days prior to the date of such demand.  A
certificate as to such amounts setting forth the basis for the calculation of
such amount submitted to the Borrower and the Agent by the Issuing Bank or an LC
Lender shall be conclusive and binding for all purposes, absent manifest error.

          (c)  Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 3.08 shall survive the payment in full (after the LC Termination
Date) of all Obligations.

          (d)  Without affecting its rights under Sections 3.08(a) or 3.08(b) or
any other provision of this Agreement, the Issuing Bank and each LC Lender
agrees that if there is any increase in any cost to or reduction in any amount
receivable by the Issuing Bank or LC Lender with respect to which the Borrower
would be obligated to compensate such LC Lender pursuant to Sections 3.08(a) or
3.08(b), the Issuing Bank or LC Lender shall use reasonable efforts to select an
alternative issuing office or Applicable Lending Office, as the case may be,
which would not result in any such increase in any cost to or reduction in any
amount receivable by the Issuing Bank or such LC Lender; provided, however, that
                                                         --------  -------
the Issuing Bank and each LC Lender shall not be obligated to select an
alternative issuing office or Applicable Lending Office if the Issuing Bank or
such LC Lender determines that (i) as a result of such

                                      28
<PAGE>

selection the Issuing Bank or such LC Lender would be in violation of any
applicable law, regulation, treaty, or guideline, or would incur additional
costs or expenses or (ii) such selection would be inadvisable for regulatory
reasons or inconsistent with the interests of the Issuing Bank or such LC
Lender.

          SECTION 3.09  Uniform Customs and Practice.  The Uniform Customs and
                        ----------------------------
Practice for Documentary Credits as most recently published by the International
Chamber of Commerce ("UCP") shall in all respects be deemed a part of this
                      ---
Article III as if incorporated herein and shall apply to the Letters of Credit.

          SECTION 3.10  Reductions in LC Commitments.  The Borrower shall have
                        ----------------------------
the right, upon at least three Business Days' notice to the Issuing Bank and the
Agent, to irrevocably terminate in whole or reduce in part the Issuing Bank's
commitment to issue Letters of Credit as specified in Section 3.01 (which
reduction shall without further act reduce in whole or ratably in part the
respective LC Commitments of the LC Lenders), provided, that, each partial
                                              --------  ----
reduction shall be in the aggregate amount of $25,000,000 or an integral
multiple of $1,000,000 in excess thereof and no such reduction shall reduce the
LC Commitments below the then outstanding amount of Letter of Credit Liability.

          SECTION 3.11  Existing Letters of Credit.  The Issuing Bank currently
                        --------------------------
has outstanding documentary and trade letters of credit issued pursuant to the
Original Agreement (the "Existing Letters of Credit") the outstanding balance of
                         --------------------------
which is set forth on Schedule IV hereto.  From and after the date hereof and
upon fulfillment of the conditions to initial Issuance specified in Section 5.01
hereof, each such Existing Letter of Credit shall be deemed and treated for all
purposes hereof (including, without limitation, the calculation of fees payable
under Section 3.06, and calculating the usage of the Issuing Bank's commitment
under Section 3.01) as a "Letter of Credit" hereunder, any participation
                          ----------------
interest existing prior to the date hereof of any LC Lender in such Existing
Letters of Credit shall, without further action on its part, be deemed
extinguished in full and each LC Lender, without further act on its part, shall
be deemed to have purchased a participation in each such Existing Letter of
Credit as provided in Section 3.05 hereof in accordance with its LC Commitment
Percentage.

          SECTION 3.12  Extension of LC Termination Date.  At least 30 but not
                        --------------------------------
more than 45 days prior to the LC Termination Date, the Borrower, by written
notice to the Agent, may request that the LC Termination Date be extended for a
period of 364 days from its then current scheduled expiration.  The Agent shall
promptly notify the Issuing Bank and each LC Lender of such request, and the
Issuing Bank and each LC Lender shall in turn, within 20 days prior to such LC
Termination Date, notify the Borrower and the Agent in writing regarding whether
the Issuing Bank or such LC Lender (as the case may be) will consent to such
extension.  If, and only if, (i) the Majority LC Lenders and the Issuing Bank
consent in writing to such extension prior to the tenth day preceding such LC
Termination Date and (ii) the Majority A Lenders consent to an extension of the
Revolving Termination Date pursuant to Section 2.14, the LC Termination Date
shall be so extended for such 364-day period and references herein to the "LC
                                                                           --
Termination Date" shall refer to such "LC Termination Date" as so extended.  If
----------------                       -------------------
the Issuing Bank or any LC Lender shall fail to deliver such notice to the
Borrower and the Agent as provided above, the Issuing Bank or such LC Lender
shall be deemed not to have consented to such requested extension and the
Issuing Bank's and such LC Lender's LC Commitment shall terminate on the
scheduled LC Termination Date (each such non-extending LC Lender being a "Non-
                                                                          ---
Extending LC Lender"); provided, that the obligations of any Non-Extending LC
-------------------    --------
Lender under Section 3.05(e) shall remain in effect as provided therein as to
Letters of Credit Issued on or before the LC Termination Date in effect prior to
such extension.  It is understood that neither the Issuing Bank nor any LC
Lender shall have any obligation whatsoever to agree to any request made by the
Borrower for an extension of the LC Termination Date.

                                      29
<PAGE>

          SECTION 3.13  Currency Provisions.
                        -------------------

          (a) Equivalents.  For purposes of the provisions of this Article III,
              -----------
(i) the equivalent in Dollars of any Alternative Currency shall be determined by
using the mean of the bid and offer quoted spot rates at which the Issuing
Bank's principal office in New York, New York offers to exchange Dollars for
such Alternative Currency in New York, New York at 11:00 A.M. (New York City
time) on the Business Day on which such equivalent is to be determined and (ii)
the equivalent in any Alternative Currency of Dollars shall be determined by
using the mean of the bid and offer quoted spot rates at which the Issuing
Bank's principal office in New York, New York offers to exchange such
Alternative Currency for Dollars in New York, New York at 11:00 A.M. (New York
City time) on the Business Day on which such equivalent is to be determined.

          (b) Issuing Bank's Commitment/LC Commitments.  For purposes of
              ----------------------------------------
determining the unused portion of the Issuing Bank's commitment specified in
Section 3.01 and of each LC Lender's LC Commitment, the equivalent in Dollars of
each Letter of Credit issued by the Issuing Bank in an Alternative Currency as
determined on the date of the Issuance of such Letter of Credit shall be the
amount of the Issuing Bank's commitment used in connection with the Issuance of
such Letter of Credit and the resulting proportionate amount of each LC Lender's
LC Commitment used, such reduction to be calculated in accordance with its LC
Commitment Percentage.  Further adjustments shall be made with respect to the
unused portion of the Issuing Bank's commitment to Issue Letters of Credit and
each such LC Lender's LC Commitment based upon fluctuations thereafter in the
value of the Alternative Currency of such Letter of Credit as provided in
subsection (c) below.

          (c) Mark to Market.  If, on any day, the equivalent in Dollars of the
              --------------
aggregate face amount of all Letters of Credit then outstanding (less the
aggregate amount of cash collateral held by the Issuing Bank with respect to
outstanding Letters of Credit) exceeds the total of the LC Commitments, the
Borrower shall, upon demand by the Agent, immediately pay to the Issuing Bank,
in Dollars, (i) the Dollar amount of such excess plus (ii) a Dollar amount equal
to the lesser of (A) $1,000,000 and (B) 10% of the Dollar equivalent of all then
existing Letter of Credit Liability relating to Letters of Credit denominated in
Alternative Currencies, which amount shall be held by the Issuing Bank as cash
collateral for its obligations with respect to outstanding Letters of Credit.
Concurrently with such payment, the Borrower shall enter into a cash collateral
agreement with the Issuing Bank in form and substance satisfactory to the
Issuing Bank.  Amounts on deposit with the Issuing Bank as cash collateral shall
be invested in Cash Equivalents as directed by the Borrower and shall (so long
as no Default has occurred and is continuing) be released (1) if the LC
Termination Date has not occurred, on the date on which the aggregate of all
Letter of Credit Liability does not exceed 99% of the aggregate amount of the LC
Commitments then in effect (without regard to any usage thereof) or (2) if the
LC Termination Date has occurred, on the first day after the LC Termination Date
on which no Letter of Credit Liability or Letters of Credit are outstanding.

          (d) Monthly Report.  The Issuing Bank, on the last Business Day of
              --------------
each month until the LC Termination Date, shall calculate the Letter of Credit
Liability on such date (converting any amounts of the Letter of Credit Liability
which are denominated in an Alternative Currency to Dollars for purposes of such
calculation) and shall promptly send notice of (i) such Letter of Credit
Liability and (ii) the Dollar amount of any excess of Letter Credit Liability
over total LC Commitments to the Borrower and to each LC Lender, and the
Borrower shall promptly upon receipt thereof make the payments provided for in
subsection (c) above if applicable.

                                      30
<PAGE>

          SECTION 3.14  Subsidiary Guaranty.
                        -------------------

          (a) Generally. The Issuing Bank may, from time to time, Issue Letters
              ---------
of Credit for the account of each LC Subsidiary provided, that, the
                                                --------  ----
reimbursement and other obligations of each such LC Subsidiary are and remain
unconditionally guaranteed by the Borrower pursuant to this Section 3.14.

          (b) Guaranty.  The Borrower hereby unconditionally guarantees the
              --------
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of all obligations of the LC Subsidiaries now or hereafter existing
under this Agreement with respect to Letters of Credit issued for the account of
any of the LC Subsidiaries, including any extensions, modifications,
substitutions, amendments and renewals thereof, whether for reimbursement
obligations, interest, fees, expenses or otherwise (such obligations being the
"Subsidiary Obligations"), and agrees to pay any and all expenses (including
-----------------------
counsel fees and expenses) incurred by the Issuing Bank or the LC Lenders in
enforcing any rights hereunder with respect to the Subsidiary Obligations.
Without limiting the generality of the foregoing, the Borrower's liability shall
extend to all amounts which constitute part of the Subsidiary Obligations and
would be owed by any LC Subsidiary to the Issuing Bank or the LC Lenders
hereunder, or under the Letters of Credit issued for the account of an LC
Subsidiary, but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
such LC Subsidiary.

          (c) Guaranty Absolute.  The Borrower guarantees that the Subsidiary
              -----------------
Obligations will be paid strictly in accordance with the terms hereof regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Issuing Bank or the LC Lenders
with respect thereto.  The obligations of the Borrower hereunder are independent
of the Subsidiary Obligations and a separate action or actions may be brought
and prosecuted against the Borrower to enforce the guaranty contained in this
Section 3.14, irrespective of whether any action is brought against any LC
Subsidiary or whether any LC Subsidiary is joined in any such action or actions.
The liability of the Borrower under the guaranty contained in this Section 3.14
shall be absolute and unconditional irrespective of:

              (i)    any lack of validity or enforceability of any of the
          Subsidiary Obligations or any agreement or instrument relating
          thereto;

              (ii)   any change in the time, manner or place of payment of, or
          in any other term of, all or any of the Subsidiary Obligations, or any
          other amendment or waiver of or any consent to departure herefrom with
          respect to Letters of Credit issued for the account of an LC
          Subsidiary including, without limitation, any increase in the
          Subsidiary Obligations resulting from the Issuance of Letters of
          Credit beyond the aggregate limitation specified in Section 3.01 to
          any and all LC Subsidiaries or otherwise;

              (iii)  any taking, exchange, release or non-perfection of any
          collateral, or any taking, release or amendment or waiver of or
          consent to departure from any other guaranty, for all or any of the
          Subsidiary Obligations;

              (iv)   any manner of application of collateral, or proceeds
          thereof, to all or any of the Subsidiary Obligations, or any manner of
          sale or other disposition of any collateral for all or any of the
          Subsidiary Obligations or any other assets of an LC Subsidiary;

              (v)    any change, restructuring or termination of the corporate
          structure or existence of an LC Subsidiary or any LC Subsidiary's lack
          of corporate power or authority; or

                                      31
<PAGE>

              (vi) any other circumstance which might otherwise constitute a
          defense available to, or a discharge of, a third party guarantor.

The guaranty provided in this Section 3.14 shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Subsidiary Obligations is rescinded or must otherwise be returned by the Issuing
Bank or any LC Lender upon the insolvency, bankruptcy or reorganization of an LC
Subsidiary or otherwise, all as though such payment had not been made.

          (d) Waivers.  The Borrower hereby waives, to the extent permitted by
              -------
applicable law:

              (i)    any requirement that the Issuing Bank or any LC Lender
          secure or insure any security interest or lien or any property subject
          thereto or exhaust any right or take any action against any LC
          Subsidiary or any other Person or any collateral;

              (ii)   any defense arising by reason of any claim or defense based
          upon an election of remedies by the Issuing Bank or any LC Lender
          (including, without limitation, an election to nonjudicially foreclose
          on any real or personal property collateral) which in any manner
          impairs, reduces, releases or otherwise adversely affects its
          subrogation, reimbursement or contribution rights or other rights to
          proceed against any LC Subsidiary or any other Person or any
          collateral;

              (iii)  any defense arising by reason of the failure of any LC
          Subsidiary to properly execute any letter of credit application and
          agreement or otherwise comply with applicable legal formalities;

              (iv)   any defense or benefits that may be derived from California
          Civil Code (S)(S) 2808, 2809, 2810, 2819, 2845 or 2850, or California
          Code of Civil Procedure (S)(S) 580a, 580d or 726, or comparable
          provisions of the laws of any other jurisdiction and all other
          suretyship defenses it would otherwise have under the laws of
          California or any other jurisdiction;

              (v)    any duty on the part of the Issuing Bank or any LC Lender
          to disclose to the Borrower any matter, fact or thing relating to the
          business, operation or condition of any LC Subsidiary and its
          respective assets now known or hereafter known by the Issuing Bank or
          any LC Lender;

              (vi)   all benefits of any statute of limitations affecting the
          Borrower's liability under or the enforcement of the guaranty provided
          in this Section 3.14 or any of the Subsidiary Obligations or any
          collateral;

              (vii)  all setoffs and counterclaims;

              (viii) promptness, diligence, presentment, demand for performance
          and protest;

              (ix)   notice of nonperformance, default, acceleration, protest or
          dishonor;

              (x)    except for any notice otherwise required by applicable laws
          that may not be effectively waived by the Borrower, notice of sale or
          other disposition of any collateral; and

                                      32
<PAGE>

               (xi) notice of acceptance of the guaranty provided in this
          Section 3.14 and of the existence, creation or incurring of new or
          additional Subsidiary Obligations.

          SECTION 3.15  Dollar Payment Obligation. Notwithstanding any other
                        -------------------------
term or provision hereof to the contrary, if the Borrower or any LC Subsidiary
fails to reimburse the Issuing Bank for any payment made by the Issuing Bank
under a Letter of Credit denominated in an Alternative Currency by the close of
business on the Business Day when due at the Payment Office specified for such
reimbursement payment, then the payment made by the Issuing Bank in such
Alternative Currency shall be converted into Dollars (the "Dollar Payment
                                                           --------------
Amount") by the Issuing Bank as provided for herein, and each of the Borrower
------
and each LC Subsidiary for whose account such Letter of Credit was Issued agrees
that it shall be unconditionally obligated to, and shall immediately, reimburse
the Issuing Bank the Dollar Payment Amount at the Issuing Bank's then Payment
Office for Dollars.

          SECTION 3.16  Applications.  This Agreement shall control over any
                        ------------
provision of any application and agreement for Letters of Credit to the
contrary, but additive or supplemental provisions of any such application and
agreement shall apply to each Letter of Credit Issued pursuant to such
application and agreement.

          SECTION 3.17  LC Subsidiaries.  Any Subsidiary of the Borrower not an
                        ---------------
LC Subsidiary on the date hereof may become an "LC Subsidiary" hereunder by
delivering to the  Issuing Bank (which shall promptly forward a copy thereof to
each LC Lender and the Agent) an agreement, in form and substance satisfactory
to the Issuing Bank, wherein such Subsidiary agrees to be bound by all terms and
provisions of this Agreement relating to Letters of Credit to be issued for the
account of such Subsidiary and delivers a written consent of the Borrower
assenting to the inclusion of such Subsidiary as an "LC Subsidiary" hereunder.
Unless objected to by the Majority LC Lenders within the 10 day period referred
to below, such Subsidiary shall become an "LC Subsidiary" hereunder 10 days
after the Issuing Bank notifies the Borrower that such agreement and consent are
in form and substance satisfactory to it; provided, that, no Subsidiary shall
                                          --------  ----
become an "LC Subsidiary" until the Issuing Bank shall have notified the
Borrower in writing that such agreement and consent are in form and substance
satisfactory to the Issuing Bank.

                                  ARTICLE IV
                       PAYMENTS, TAXES, EXTENSIONS, ETC.

          SECTION 4.01  Payments and Computations/Borrowings.  (a)  The Borrower
                        ------------------------------------
shall make each payment hereunder with respect to Article II, the A Advances,
the A Lenders, the B Advances and the Agent free and clear of all claims,
charges, offsets or deductions whatsoever not later than 12:00 noon (New York
City time) on the day when due in U.S. dollars to the Agent (unless otherwise
specified in Section 2.03 with respect to the B Advances) at its address
referred to in Section 10.02 in same day funds.  The Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest or facility or utilization fees ratably (other than
amounts payable pursuant to Section 2.03, 2.05(b), 2.08, 2.12, 2.14 or 4.02) to
the A Lenders for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount payable to such A
Lender to be distributed to the appropriate A Lender or A Lenders and applied in
accordance with the terms of this Agreement.  Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 10.07(d), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder in respect of the interest assigned thereby to the A Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

                                      33
<PAGE>

          (b) The Borrower and each LC Subsidiary hereby authorize the Agent and
each A Lender if and to the extent payment owed to the Agent or such A Lender is
not paid when due hereunder to charge from time to time against any or all of
the Borrower's or such LC Subsidiary's accounts with the Agent or such A Lender
any amount so due.

          (c) All computations of interest based on the Base Rate and of
facility fees shall be made by the Agent on the basis of a year of 365 or 366
days, as the case may be, and all computations of interest relating to
utilization fees, fixed rates of interest on B Advances or based on the
Eurodollar Rate or the Federal Funds Rate shall be made by the Agent, and all
computations of interest pursuant to Section 2.08 shall be made by an A Lender,
on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or fees are payable.  Each determination by the Agent (or,
in the case of Section 2.08, by an A Lender) of an interest rate hereunder shall
be conclusive and binding for all purposes, absent manifest error.

          (d) Whenever any payment hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or facility or utilization fee, as the case
may be; provided, however, if such extension would cause payment of interest on
        --------  -------
or principal of Eurodollar Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

          (e) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the A Lender or A Lenders
hereunder that the Borrower will not make such payment in full, the Agent may
assume that the Borrower has made such payment in full to the Agent on such date
and the Agent may, in reliance upon such assumption, cause to be distributed to
such A Lender or A Lenders on such due date an amount equal to the amount then
due such A Lender or A Lenders.  If and to the extent that the Borrower shall
not have so made such payment in full to the Agent, each such A Lender shall
repay to the Agent forthwith on demand such amount distributed to such A Lender
together with interest thereon, for each day from the date  such amount is
distributed to such A Lender until the date such A Lender repays such amount to
the Agent, at the Federal Funds Rate.

          SECTION 4.02  Taxes/Borrowings.  (a)  Any and all payments by the
                        ----------------
Borrower hereunder shall be made free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
                                                        ---------
of each A Lender, LC Lender, the Issuing Bank and the Agent, taxes imposed on
its income, and franchise taxes imposed on it, by the jurisdiction under the
laws of which such A Lender, LC Lender, the Issuing Bank or the Agent (as the
case may be) is organized or any political subdivision thereof and, in the case
of each A Lender or LC Lender (as the case may be), taxes imposed on its income,
and franchise taxes imposed on it, by the jurisdiction of such A Lender's or LC
Lender's (as the case may be) Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
                                                                        -----
If the Borrower shall be required by law to deduct any Taxes from or in respect
of any sum payable hereunder to any A Lender or the Agent, (i) the sum payable
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 4.02) such A Lender or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

                                      34
<PAGE>

          (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or the Letters of Credit (hereinafter referred to as "Other Taxes").
                                                                -----------

          (c) The Borrower will reimburse each A Lender and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
4.02) paid by such A Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted.  This reimbursement shall be made within 30 days  from the date such A
Lender or the Agent (as the case may be) makes written demand therefor.  The
Agent and each A Lender, as the case may be, shall give prompt (within 10
Business Days) notice to the Borrower of the payment by the Agent or such A
Lender, as the case may be, of such Taxes or Other Taxes, and of the assertion
by any governmental or taxing authority that such Taxes or Other Taxes are due
and payable, but the failure to give such notice shall not affect the Borrower's
obligations hereunder to reimburse the Agent and each A Lender for such Taxes or
Other Taxes, except that the Borrower shall not be liable for penalties or
interest accrued or incurred after such 10 Business Day period until such time
as it receives the notice contemplated above, after which time it shall be
liable for interest and penalties accrued or incurred prior to or during such 10
Business Day period and accrued or incurred after such receipt.  The Borrower
shall not be liable for any penalties, interest, expense or other liability with
respect to such Taxes or Other Taxes after it has reimbursed the amount thereof
to the Agent or the appropriate A Lender, as the case may be.

          (d) Each A Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender and on the date of the Assignment and
Acceptance pursuant to which it becomes an A Lender in the case of each other A
Lender, and from time to time thereafter if requested in writing by the Borrower
(but only so long as such A Lender remains lawfully able to do so), shall
provide the Borrower with Internal Revenue Service form W-8BEN or W-8ECI, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such A Lender is entitled to benefits under an income tax treaty
to which the United States is a party which reduces the rate of withholding tax
on payments of interest or certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a trade or business
in the United States.  If the form provided by an A Lender at the time such A
Lender first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from "Taxes" as defined in Section 4.02(a).
                                   -----

          (e) For any period with respect to which an A Lender has failed to
provide the Borrower with the appropriate form described in Section 4.02(d)
(other than if such failure is due to a change in law occurring subsequent  to
------ ----
the date on which a form originally was required to be provided, or if such form
otherwise is not required under the first sentence of subsection (d) above),
such A Lender shall not be entitled to indemnification under Section 4.02(a)
with respect to Taxes imposed by the United States; provided, however, that
                                                    --------  -------
should an A Lender become subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as the A Lender
shall reasonably request to assist the A Lender to recover such Taxes.

          (f) Notwithstanding any contrary provisions of this Agreement, in the
event that an A Lender that originally provided such form as may be required
under Section 4.02(d) thereafter ceases to qualify for complete exemption from
United States withholding tax, such A Lender may assign its interest under this
Agreement to any assignee and such assignee shall be entitled to the same
benefits under this

                                      35
<PAGE>

Section 4.02 as the assignor provided, that, the rate of United States
                             --------  ----
withholding tax applicable to such assignee shall not exceed the rate then
applicable to the assignor.

          (g)  Without affecting its rights under this Section 4.02 or any
provision of this Agreement, each A Lender agrees that if any Taxes or Other
Taxes are imposed and required by law to be paid or to be withheld from any
amount payable to any A Lender or its Applicable Lending Office with respect to
which the Borrower would be obligated pursuant to this Section 4.02 to increase
any amounts payable to such A Lender or to pay any such Taxes or Other Taxes,
such A Lender shall use reasonable efforts to select an alternative Applicable
Lending Office which would not result in the imposition of such Taxes or Other
Taxes; provided, however, that no A Lender shall be obligated to select an
       --------  -------
alternative Applicable Lending Office if such A Lender determines that (i) as a
result of such selection such A Lender would be in violation of an applicable
law, regulation, or treaty, or would incur additional costs or expenses or (ii)
such selection would be inadvisable for regulatory reasons or inconsistent with
the interests of such A Lender.

          (h)  Each A Lender agrees with the Borrower that it will take all
reasonable actions by all usual means (i) to secure and maintain all benefits
available to it under the provisions of any applicable double tax treaty
concluded by the United States of America to which it may be entitled by reason
of the location of such A Lender's Applicable Lending  Office or place of
incorporation or its status as an enterprise of any jurisdiction having any such
applicable double tax treaty, if such benefit would reduce the amount payable by
the Borrower in accordance with this Section 4.02 and (ii) otherwise to
cooperate with the Borrower to minimize the amount payable by the Borrower
pursuant to this Section 4.02; provided, however, that no A Lender shall be
                               --------  -------
obliged to disclose to the Borrower any information regarding its tax affairs or
tax computations nor to reorder its tax affairs or tax planning pursuant hereto.

          (i)  Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 4.02 shall survive the payment in full of the Obligations.

          SECTION 4.03 Sharing of Payments, Etc./Borrowings. If any A Lender
                       ------------------------------------
shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the A Advances made by it
(other than pursuant to Section 2.05(b), 2.08, 2.12, 2.14 or 4.02) in excess of
its ratable share of payments on account of the A Advances obtained by all the A
Lenders, such A Lender shall forthwith purchase from the other A Lenders such
participations in the A Advances made by them as shall be necessary to cause
such purchasing A Lender to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
--------  -------
thereafter recovered from such purchasing A Lender, such purchase from each A
Lender shall be rescinded and such A Lender shall repay to the purchasing A
Lender the purchase price to the extent of such recovery together with an amount
equal to such A Lender's ratable share (according to the proportion of (i) the
amount of such A Lender's required repayment to (ii) the total amount so
recovered from the purchasing A Lender) of any interest or other amount paid or
payable by the purchasing A Lender in respect of the total amount so recovered.
The Borrower agrees that any A Lender so purchasing a participation from another
A Lender pursuant to this Section 4.03 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such A Lender were the direct
creditor of the Borrower in the amount of such participation.

          SECTION 4.04 Evidence of Debt/Borrowings. (a) Each A Lender shall
                       ---------------------------
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such A Lender resulting from each Advance
owing to such A Lender from time to time, including the amounts of principal and
interest payable and paid to such A Lender from time to time hereunder.

                                      36
<PAGE>

          (b)  The Register maintained by the Agent pursuant to Section 10.07(c)
shall include a control account, and a subsidiary account for each A Lender, in
which accounts (taken together) shall be recorded (i) the date and amount of
each A Borrowing made hereunder, the Type of Advances comprising such A
Borrowing and the Interest Period applicable thereto, (ii) the terms of each
Assignment and Acceptance delivered to and accepted by it, (iii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each A Lender hereunder, and (iv) the amount of any sum received by
the Agent from the Borrower hereunder and each A Lender's share thereof.

          (c)  The entries made in the Register shall be conclusive and binding
for all purposes, absent manifest error.

          SECTION 4.05 Payments and Computations/Letters of Credit. (a) The
                       -------------------------------------------
Borrower and each LC Subsidiary, as the case may be, shall make each payment
with respect to the Letters of Credit, the Issuing Bank or the LC Lenders to be
made by it free and clear of all claims, charges, offsets or deductions
whatsoever not later than (i) if such payment relates to letter of credit
facility fees or amounts (other than reimbursements for payments in an
Alternative Currency made under Letters of Credit) or if such payment relates to
a Letter of Credit denominated in Dollars, 12:00 noon (New York City time) on
the day when due in Dollars to the Issuing Bank at its address referred to in
Section 10.02 in same day funds and (ii) if such payment relates to
reimbursement of a Letter of Credit denominated in an Alternative Currency, (A)
in such Alternative Currency, at the Issuing Bank's Payment Office therefor so
long as such payment is made by the close of business on the Business Day when
due and (B) thereafter in Dollars (at the then Dollar equivalent of the amount
due on such preceding Business Day), by 12:00 noon (New York City time) to the
Issuing Bank at its address referred to in Section 10.02 in same day funds as
provided in Section 3.15 above.  The Issuing Bank will promptly thereafter (if
amounts are owed to the LC Lenders by the terms hereof) cause to be distributed
like funds relating to the payment of reimbursement obligations or letter of
credit facility fees ratably (other than amounts payable pursuant to Section
3.04(a), 3.08, or 4.06) to the LC Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to the Issuing Bank or to such LC Lender to be distributed to the
appropriate LC Lender or LC Lenders and applied in accordance with the terms of
this Agreement.  Upon the Agent's acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 10.07(d), from and after the effective date specified in such Assignment
and Acceptance, the Issuing Bank shall make all payments hereunder in respect of
the interest assigned thereby to the LC Lender assignee thereunder, and the
parties to such Assignment and Acceptance shall make all appropriate adjustments
in such payments for periods prior to such effective date directly between
themselves.

          (b)  The Borrower and each LC Subsidiary hereby authorize each LC
Lender and the Issuing Bank, if and to the extent payment owed to such LC Lender
or the Issuing Bank (including the immediate repayments of participations
purchased and funded by an LC Lender pursuant to Section 3.05) is not paid when
due hereunder to charge from time to time against any or all of the Borrower's
or such LC Subsidiary's accounts with such LC Lender or Issuing Bank any amount
so due.

          (c)  All computations of interest based on the Base Rate and of letter
of credit facility fees shall be made by the Issuing Bank on the basis of a year
of 365 or 366 days, as the case may be, and all computations of interest based
on the Federal Funds Rate shall be made by the Issuing Bank on the basis of a
year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or letter of credit facility fees are payable.  Each determination by
the Issuing Bank of an interest rate hereunder shall be conclusive and binding
for all purposes, absent manifest error.

                                      37
<PAGE>

          (d)  Whenever any payment hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or letter of credit facility fee, as the case
may be.

          (e)  Unless the Issuing Bank shall have received notice from the
Borrower or an LC Subsidiary prior to the date on which any payment is due to
the Issuing Bank or LC Lenders hereunder  that the Borrower or such LC
Subsidiary will not make such payment in full, the Issuing Bank may assume that
the Borrower or such LC Subsidiary has made such payment in full to the Issuing
Bank on such date and the Issuing Bank may, in reliance upon such assumption,
cause to be distributed to such LC Lender or LC Lenders on such due date an
amount equal to the amount then due such LC Lender or LC Lenders.  If and to the
extent that the Borrower or such LC Subsidiary shall not have so made such
payment in full to the Issuing Bank, each such LC Lender shall repay to the
Issuing Bank forthwith on demand such amount distributed to such LC Lender
together with interest thereon, for each day from the date such amount is
distributed to such LC Lender until the date such LC Lender repays such amount
to the Issuing Bank, at the Federal Funds Rate.

          SECTION 4.06 Taxes/Letters of Credit. (a) Any and all payments by the
                       -----------------------
Borrower and each LC Subsidiary hereunder with respect to the Letters of Credit
shall be made free and clear of and without deduction for any and all present or
future Taxes. If the Borrower or any LC Subsidiary shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any LC
Lender or the Issuing Bank, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 4.06) such LC Lender or
the Issuing Bank (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower or such
LC Subsidiary shall make such deductions and (iii) the Borrower or the
appropriate LC Subsidiary shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law.

          (b)  The Borrower or the appropriate LC Subsidiary will reimburse each
LC Lender and the Issuing Bank for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 4.06) paid by such LC Lender
or the Issuing Bank (as the case may be) and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted.  This
reimbursement shall be made within 30 days from the date such LC Lender or the
Issuing Bank (as the case may be) makes written demand therefor.  The Issuing
Bank and each LC Lender, as the case may be, shall give prompt (within 10
Business Days) notice to the Borrower of the payment by the Issuing Bank or such
LC Lender, as the case may be, of such Taxes or other Taxes, and of the
assertion by any governmental or taxing authority that such Taxes or Other Taxes
are due and payable, but the failure to give such notice shall not affect the
Borrower's or any LC Subsidiary's obligations hereunder to reimburse the Issuing
Bank and each LC Lender for such Taxes or Other Taxes, except that neither the
Borrower nor any LC Subsidiary shall be liable for penalties or interest accrued
or incurred after such 10 Business Day period until such time as the Borrower
receives the notice contemplated above, after which time it shall be liable for
interest and penalties accrued or incurred prior to or during such 10 Business
Day period and accrued or incurred after such receipt.  Neither the Borrower nor
any LC Subsidiary shall be liable for any penalties, interest, expense or other
liability with respect to such Taxes or Other Taxes after it has reimbursed the
amount thereof to the Issuing Bank or the appropriate LC Lender.

          (c)  Each LC Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender and on the date of the Assignment and
Acceptance pursuant to which it becomes an LC Lender in the case

                                      38
<PAGE>

of each other LC Lender, and from time to time thereafter if requested in
writing by the Borrower (but only so long as such LC Lender remains lawfully
able to do so), shall provide the Borrower with Internal Revenue Service Form W-
8BEN or W-8ECI, as appropriate, or any successor form prescribed by the Internal
Revenue Service, certifying that such LC Lender is entitled to benefits under an
income tax treaty to which the United States is a party which reduces the rate
of withholding tax on payments of interest or certifying that the income
receivable pursuant to this Agreement is effectively connected with the conduct
of a trade or business in the United States. If the form provided by an LC
Lender at the time such LC Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes.

          (d)  For any period with respect to which an LC Lender has failed to
provide the Borrower with the appropriate form described in Section 4.06(c)

(other than if such failure is due to a change in law occurring subsequent to
------ ----
the date on which a form originally was required to be provided, or if such form
otherwise is not required under the first sentence of subsection (d) above),
such LC Lender shall not be entitled to indemnification under Section 4.06(a)
with respect to Taxes imposed by the United States; provided, however, that
                                                    --------  -------
should an LC Lender become subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as the LC Lender
shall reasonably request to assist the LC Lender to recover such Taxes.

          (e)  Notwithstanding any contrary provisions of this Agreement, in the
event that an LC Lender that originally provided such form as may be required
under Section 4.06(c) thereafter ceases to qualify for complete exemption from
United States withholding tax, such LC Lender may assign its interest under this
Agreement to any assignee and such assignee shall be entitled to the same
benefits under this Section 4.06 as the assignor provided that the rate of
United States withholding tax applicable to such assignee shall not exceed the
rate then applicable to the assignor.

          (f)  Without affecting its rights under this Section 4.06 or any other
provision of this Agreement, the Issuing Bank and each LC Lender agree that if
any Taxes or Other Taxes are imposed and required by law to be paid or to be
withheld from any amount payable to the Issuing Bank or any LC Lender or its
Applicable Lending Office with respect to which the Borrower or any LC
Subsidiary would be obligated pursuant to this Section 4.06 to increase any
amounts payable to the Issuing Bank or such LC Lender or to pay any such Taxes
or Other Taxes, the Issuing Bank or such LC Lender shall use reasonable efforts
to select an alternative issuing office or  Applicable Lending Office, as the
case may be, which would not result in the imposition of such Taxes or Other
Taxes; provided, however, that the Issuing Bank and each LC Lender shall not be
       --------  -------
obligated to select an alternative issuing office or Applicable Lending Office,
as the case may be, if the Issuing Bank or such LC Lender determines that (i) as
a result of such selection the Issuing Bank or such LC Lender would be in
violation of an applicable law, regulation, or treaty, or would incur additional
costs or expenses or (ii) such selection would be inadvisable for regulatory
reasons or inconsistent with the interests of the Issuing Bank or such LC
Lender.

          (g)  Each LC Lender agrees with the Borrower that it will take all
reasonable actions by all usual means (i) to secure and maintain the benefit of
all benefits available to it under the provisions of any applicable double tax
treaty concluded by the United States of America to which it may be entitled by
reason of the location of such LC Lender's Applicable Lending Office or place of
incorporation or its status as an enterprise of any jurisdiction having any such
applicable double tax treaty, if such benefit would reduce the amount payable by
the Borrower or an LC Subsidiary in accordance with this Section 4.06 and (ii)
otherwise to cooperate with the Borrower to minimize the amount payable by the
Borrower or any LC Subsidiary pursuant to this Section 4.06; provided, however,
                                                             --------  -------
that no LC Lender shall be obliged to disclose to the Borrower or any LC
Subsidiary any information regarding its tax affairs or tax computations nor to
reorder its tax affairs or tax planning pursuant hereto.

                                      39
<PAGE>

          (h)  Without prejudice to the survival of any other agreement of the
Borrower or any LC Subsidiary hereunder, the agreements and obligations of the
Borrower and the LC Subsidiaries contained in this Section 4.06 shall survive
the payment in full of the Obligations.

          SECTION 4.07 Sharing of Payments, Etc./Letters of Credit. If any LC
                       -------------------------------------------
Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of any Letter of
Credit Liability of the Borrower or any LC Subsidiary hereunder (other than
pursuant to Section 3.08 or 4.06) in excess of its LC Commitment Percentage of
any such payments on account of such Letter of Credit Liability obtained by all
the LC Lenders, such LC Lender shall forthwith purchase from the other LC
Lenders such participations in such other LC Lenders' participations purchased
pursuant to Section 3.05 as shall be necessary to cause such purchasing LC
Lender to share the excess payment ratably with each other LC Lender, provided,
                                                                      --------
however, that if all or any portion of such excess payment is thereafter
-------
recovered from such purchasing LC Lender such purchase from each other LC Lender
shall be rescinded and each such LC Lender shall repay to the purchasing LC
Lender the purchase price to the extent of such recovery together with an amount
equal to each such LC Lender's ratable share (according to the proportion of (i)
the amount of such LC Lender's required repayment to (ii) the total amount so
recovered from the purchasing LC Lender) of any interest or other amount paid or
payable by the purchasing LC Lender in respect of the total amount so recovered.
The Borrower and each LC Subsidiary agree that any LC Lender so purchasing a
sub-participation from another LC Lender pursuant to this Section 4.07 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such sub-participation as fully
as if such LC Lender were the direct creditor of the Borrower or each LC
Subsidiary in the amount of such participation.

                                   ARTICLE V
                             CONDITIONS OF LENDING

          SECTION 5.01 Condition Precedent to Effectiveness of This Agreement.
                       ------------------------------------------------------
This Agreement shall be effective as of June 26, 2001 if on or before June 26,
2001 the Agent shall have received the following, in form and substance
satisfactory to the Agent and in sufficient copies for each Lender:

          (a)  Certified copies of all documents of the Borrower evidencing
     necessary corporate action and governmental approvals, if any, with respect
     to this Agreement.

          (b)  A certificate of the Secretary or an Assistant Secretary of the
     Borrower certifying the names and true signatures of the officers of the
     Borrower and each LC Subsidiary authorized to sign this Agreement and the
     other documents to be delivered hereunder (including, without limitation,
     Letter of Credit applications and agreements).

          (c)  A favorable opinion of Borrower's General Counsel or Associate
     General Counsel, substantially in the form of Exhibit C hereto, and as to
     such other matters as any Lender through the Agent may reasonably request.

          (d)  A favorable opinion of Shearman & Sterling, counsel for the
     Agent, substantially in the form of Exhibit D hereto.

          (e)  Such other approvals, opinions or documents as the Agent may
     reasonably request.

                                      40
<PAGE>

          SECTION 5.02 Conditions Precedent to Each A Borrowing/Issuance. The
                       -------------------------------------------------
obligation of each A Lender to make an A Advance on the occasion of each A
Borrowing (including the initial A Borrowing) and the obligation of the Issuing
Bank to Issue each Letter of Credit (including the initial Letter of Credit)
shall be subject to the further conditions precedent that on the date of such A
Borrowing or Issuance the following statements shall be true (and each of the
giving of the applicable Notice of A Borrowing and the acceptance by the
Borrower of the proceeds of such A Borrowing and the request for Issuance by the
Borrower or an LC Subsidiary shall constitute a representation and warranty by
the Borrower or such LC Subsidiary that on the date of such A Borrowing or
Issuance such statements are true):

          (a)  The representations and warranties contained in Section 6.01
     (other than the last sentence of Section 6.01(e)) are correct on and as of
     the date of such A Borrowing or Issuance, before and after giving effect to
     such A Borrowing or Issuance, and to the application of the proceeds
     therefrom, as though made on and as of such date, and

          (b)  (i) No event has occurred and is continuing, or would result from
     such A Borrowing or from the application of the proceeds therefrom or from
     such Issuance, which constitutes an Event of Default or Default and (ii) no
     event has occurred and is continuing which constitutes an "Event of
     Default" or "Default" under the Five-Year Credit Agreement.

          SECTION 5.03 Conditions Precedent to Each B Borrowing. The obligation
                       ----------------------------------------
of each A Lender which is to make a B Advance on the occasion of a B Borrowing
(including the initial B Borrowing) to make such B Advance as part of such B
Borrowing is subject to the conditions precedent that (i) the Agent shall have
received the written confirmatory Notice of B Borrowing with respect thereto or
the notices from the Borrower contemplated by the second sentence of Section
2.03(a)(v) and (ii) on the date of such B Borrowing the following statements
shall be true (and each of the giving of the applicable Notice of B Borrowing
and the acceptance by the Borrower of the proceeds of such B Borrowing shall
constitute a representation and warranty by the Borrower that on the date of
such B Borrowing such statements are true):

          (a)  The representations and warranties contained in Section 6.01
     (other than the last sentence of Section 6.01(e)) are correct on and as of
     the date of such B Borrowing, before and after giving effect to such B
     Borrowing and to the application of the proceeds therefrom, as though made
     on and as of such date,

          (b)  (i) No event has occurred and is continuing, or would result from
     such B Borrowing or from the application of the proceeds therefrom, which
     constitutes an Event of Default or Default and (ii) no event has occurred
     and is continuing which constitutes an "Event of Default" or "Default"
     under the Five-Year Credit Agreement, and

          (c)  No event has occurred and no circumstance exists as a result of
     which the information concerning the Borrower that has been provided to the
     Agent and each A Lender by the Borrower in connection herewith would, taken
     as a whole, include an untrue statement of a material fact or omit to state
     any material fact or any fact necessary to make the statements contained
     therein, in the light of the circumstances under which they were made, not
     misleading.

                                  ARTICLE VI
                        REPRESENTATIONS AND WARRANTIES

          SECTION 6.01 Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

                                      41
<PAGE>

          (a) The Borrower is a corporation duly organized, validly existing and
     in good standing under the laws of Delaware; each LC Subsidiary is a
     corporation duly organized, validly existing and in good standing under the
     laws of its jurisdiction of incorporation.  The Borrower and each of its
     Subsidiaries possess all corporate powers and all other authorizations and
     licenses necessary to engage in their respective businesses, except where
     the failure to so possess would not have a Material Adverse Effect.

          (b) The execution, delivery and performance by the Borrower and each
     LC Subsidiary of this Agreement are within the Borrower's and such LC
     Subsidiary's respective corporate powers, have been duly authorized by all
     necessary corporate action, and do not contravene (i) the Borrower's or any
     LC Subsidiary's charter or by-laws or (ii) law or any contractual
     restriction binding on or affecting the Borrower or any LC Subsidiary or
     their respective properties.

          (c) No authorization or approval or other action by, and no notice to
     or filing with, any governmental authority or regulatory body is required
     for the due execution, delivery and performance by the Borrower or each LC
     Subsidiary of this Agreement.

          (d) This Agreement is the legal, valid and binding obligation of the
     Borrower and each LC Subsidiary enforceable against the Borrower and each
     LC Subsidiary in accordance with its terms, except as limited by
     bankruptcy, insolvency or other laws of general application relating to or
     affecting the enforcement of creditors' rights generally and general
     principles of equity (regardless of whether considered in a proceeding in
     equity or at law).

          (e) The Consolidated balance sheets of the Borrower and its
     Subsidiaries as of February 3, 2001, and the related Consolidated
     statements of income and retained earnings of the Borrower and its
     Subsidiaries for the Fiscal Year then ended, certified by Deloitte & Touche
     LLP, copies of which have been furnished to each Lender, fairly present the
     Consolidated financial condition of the Borrower and its Subsidiaries as at
     such date and the results of the operations of the Borrower and its
     Subsidiaries for the period ended on such date, all in accordance with
     generally accepted accounting principles consistently applied.  Since
     February 3, 2001, there has been no material adverse change in the
     condition (financial or otherwise), operations, properties or prospects of
     the Borrower and its Subsidiaries taken as a whole.

          (f) There is no pending or, to the best of Borrower's knowledge,
     threatened action or proceeding affecting the Borrower or any of its
     Subsidiaries before any court, governmental agency or arbitrator, which has
     a reasonable probability (taking into account the exhaustion of all appeals
     and the assertion of all defenses) of having a Material Adverse Effect or
     which purports to affect the legality, validity or enforceability of this
     Agreement.

          (g) Following the application of the proceeds of each Advance, not
     more than 25 percent of the value of the assets (either of the Borrower
     only or of the Borrower and its Subsidiaries on a Consolidated basis) which
     are subject to any restriction on Liens set forth in this Agreement or in
     any agreement or instrument between the Borrower and any Lender or any
     Affiliate of any Lender relating to Debt and within the scope of Section
     8.01(d) will consist of Margin Stock.

          (h) Neither the Borrower nor any of its Subsidiaries is an "investment
     company," or an "affiliated person" of, or "promoter" or "principal
     underwriter" for, an "investment company," as such terms are defined in the
     Investment Company Act of 1940, as amended.

                                      42
<PAGE>

          (i) Set forth on Schedule VII hereto is a complete and accurate list,
     as of the date hereof, of all Plans of the Borrower and its Subsidiaries.
     Neither the Borrower nor any ERISA Affiliate is a party or subject to, or
     has any obligation to make payments, to, any Multiemployer Plan.

                                  ARTICLE VII
                           COVENANTS OF THE BORROWER

          SECTION 7.01  Affirmative Covenants.  The Borrower will, unless the
                        ---------------------
Majority Combined Lenders shall otherwise consent in writing:

          (a) Compliance with Laws, Etc.  Comply, and cause each of its
              -------------------------
     Subsidiaries to comply, in all material respects with all applicable laws
     (including, without limitation, all Environmental Laws), rules, regulations
     and orders, such compliance to include, without limitation, paying before
     the same become delinquent all taxes, assessments and governmental charges
     imposed upon it or upon its property except to the extent contested in good
     faith or where the failure to comply would not have a Material Adverse
     Effect.

          (b) Preservation of Corporate Existence, Etc.  Preserve and maintain,
              ----------------------------------------
     and cause each of its Subsidiaries to preserve and maintain, its corporate
     existence, rights (charter and statutory), and franchises except if, in the
     reasonable business judgment of the Borrower or such Subsidiary, as the
     case may be, it is in its best economic interest not to preserve and
     maintain such rights or franchises and such failure to preserve and
     maintain such rights or franchises would not materially adversely affect
     the rights of the Lenders or the Issuing Bank hereunder or the ability of
     the Borrower or any LC Subsidiary to perform its obligations hereunder.

          (c) Visitation Rights.  Permit the Agent, the Issuing Bank and any
              -----------------
     Lender or any agents or representatives thereof from time to time during
     normal business hours to examine and make copies of and abstracts from the
     records and books of account of, and upon reasonable prior notice to visit
     the properties of, the Borrower and its Subsidiaries during reasonable
     business hours, without hindrance or delay, and to discuss the affairs,
     finances and accounts of the Borrower and its Subsidiaries with any of
     their respective directors, officers or agents.

          (d) Keeping of Books.  Keep, and cause each of its Subsidiaries to
              ----------------
     keep, proper books of record and account, in which full and correct entries
     shall be made of all financial transactions and the assets and business of
     the Borrower and each of its Subsidiaries in accordance with sound business
     practice.

          (e) Maintenance of Properties, Etc.  Maintain and preserve, and cause
              ------------------------------
     each of its Subsidiaries to maintain and preserve, all of its properties
     which are used or useful in the conduct of its business in good working
     order and condition, ordinary wear and tear excepted, consistent with sound
     business practice, except where the failure to so maintain and preserve
     would not have a Material Adverse Effect.

          (f) Maintenance of Insurance.  Maintain, and cause each of its
              ------------------------
     Subsidiaries to maintain, insurance (other than earthquake insurance) in
     amounts, from responsible and reputable insurance companies or
     associations, with limitations, of types and on terms as is customary for
     the industry; provided, that, the Borrower and each of its Subsidiaries may
                   --------  ----
     self-insure risks and liabilities in accordance with its practice as of the
     date hereof and may in addition self-insure risks and liabilities in
     amounts as are customarily self-insured by similarly situated Persons in
     the industry.

                                      43
<PAGE>

          (g) Employment of Technology, Disposal of Hazardous Materials, Etc.
              --------------------------------------------------------------
     (i) Employ, and cause each of its Subsidiaries to employ, appropriate
     technology and compliance procedures to maintain compliance with any
     applicable Environmental Laws except where the failure to so employ would
     not have a Material Adverse Effect, (ii) obtain and maintain, and cause
     each of its Subsidiaries to obtain and maintain, any and all material
     permits required by applicable Environmental Laws in connection with its or
     its Subsidiaries' operations and (iii) dispose of, and cause each of its
     Subsidiaries to dispose of, any and all Hazardous Substances only at
     facilities and with carriers reasonably believed to possess valid permits
     under RCRA, if applicable, and any applicable state and local Environmental
     Laws except where the failure to so dispose would not have a Material
     Adverse Effect.  The Borrower shall use its best efforts, and cause each of
     its Subsidiaries to use its best efforts, to obtain all certificates
     required by law to be obtained by the Borrower and its Subsidiaries from
     all contractors employed by the Borrower or any of its Subsidiaries in
     connection with the transport or disposal of any Hazardous Substances
     except where failure to transport or dispose in accordance with any
     applicable Environmental Laws would not have a Material Adverse Effect.

          (h) Environmental Matters.  If the Borrower or any of its Subsidiaries
              ---------------------
     shall:

              (i)     receive written notice that any material violation of any
          Environmental Laws may have been committed or is about to be committed
          by the Borrower or any of its Subsidiaries the cure of which would
          result in expenditures exceeding $20,000,000;

              (ii)    receive written notice that any administrative or judicial
          complaint or order has been filed or is about to be filed against the
          Borrower or any of its Subsidiaries alleging any material violation of
          any Environmental Laws or requiring the Borrower or any of its
          Subsidiaries to take any action (which, if taken, would result in
          expenditures exceeding $20,000,000) in connection with the release or
          threatened release of Hazardous Substances or solid waste into the
          environment; or

              (iii)   receive written notice from a federal, state, foreign or
          local governmental agency or private party alleging that the Borrower
          or any of its Subsidiaries is liable or responsible for costs in
          excess of $20,000,000 associated with the response to cleanup,
          stabilization or neutralization of any Environmental Activity;

     then it shall provide the Agent with a copy of such notice within five
     Business Days of the Borrower's or such Subsidiary's receipt thereof.

          (i) Guaranty.  Within ten Business Days after the request of the
              --------
     Majority Combined Lenders made through the Agent, cause its domestic
     Subsidiaries designated in such request to enter into and deliver a
     guaranty of the Obligations, such guaranty to be in form and substance
     satisfactory to the Majority Combined Lenders.

          SECTION 7.02  Negative Covenants.  The Borrower will not, without the
                        ------------------
written consent of the Majority Combined Lenders:

          (a) Liens, Etc.  Create or suffer to exist, or permit any of its
              ----------
     Subsidiaries to create or suffer to exist, any Lien, other than Permitted
     Liens and Liens upon or with respect to Margin Stock.

          (b) Debt.  Create or suffer to exist, or permit any of its
              ----
     Subsidiaries to create or suffer to exist, any Debt if, immediately after
     giving effect to the incurrence of such Debt and the

                                      44
<PAGE>

     receipt and application of any proceeds thereof, the Borrower and its
     Subsidiaries, on a Consolidated basis, would be in violation of the
     financial covenant specified in Section 7.03 hereof.

          (c) Mergers, Etc.  Merge or consolidate with or into, or convey,
              ------------
     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or substantially all of its assets (whether now
     owned or hereafter acquired) to, any Person, or permit any of its
     Subsidiaries to do so, except that any Subsidiary of the Borrower may merge
     or consolidate with or into, or dispose of assets to, any other Subsidiary
     of the Borrower and except that any Subsidiary of the Borrower may merge
     into or dispose of assets to the Borrower and, subject to Section
     7.02(d)(iii), the Borrower may merge or consolidate with or into, and any
     Subsidiary of the Borrower may merge or consolidate with or into, any other
     Person, provided in each case that, immediately after giving effect to such
             --------
     proposed transaction, no Event of Default or Default shall exist, and in
     the case of any merger or consolidation to which the Borrower is a party,
     the Person into which the Borrower shall be merged or formed by any such
     consolidation shall be a corporation organized and existing under the laws
     of the United States of America or any State thereof and shall assume the
     Borrower's obligations hereunder in an agreement or instrument in form and
     substance reasonably satisfactory to the Agent.

          (d) Asset Acquisition, Investments, Mergers.
              ---------------------------------------

              (i)    Asset Acquisitions.  Purchase, or permit any of its
                     ------------------
          Subsidiaries to purchase, all or substantially all the assets of any
          Person (an "Asset Acquisition") unless (A) if such Asset Acquisition
                      -----------------   ------
          involves the purchase of Retail Assets, the purchase price of the
          Retail Assets to be purchased in such Asset Acquisition is less than
          50% of the book value of the Borrower's Consolidated Total Assets
          immediately prior to such Asset Acquisition or (B) if such Asset
          Acquisition involves the purchase of Non-Retail Assets, the purchase
          price of the Non-Retail Assets to be purchased in such Asset
          Acquisition is less than 25% of the book value of the Borrower's
          Consolidated Total Assets immediately prior to such Asset Acquisition
          and (C) immediately prior to and after giving effect to such Asset
          Acquisition no Event of Default or Default shall exist.

              (ii)   Investments.  Make, or permit any of its Subsidiaries to
                     -----------
          make, an investment in any Person by way of the purchase of such
          Person's capital stock or securities or the making of capital
          contributions with respect thereto (an "Investment") unless (A) if
                                                  ----------   ------
          such Investment is in a Person predominantly engaged in the Retail
          Business, the purchase price and dollar amount of capital
          contributions made with respect to such Investment is less than 50% of
          the Borrower's Consolidated Total Assets immediately prior to such
          Investment or (B) if such Investment is in a Person engaged
          predominantly in the Non-Retail Business, the purchase price and
          dollar amount of capital contributions made with respect to such
          Investment is less than 25% of the Borrower's Consolidated Total
          Assets immediately prior to such Investment and (C) such Investment is
          made with the permission of the Board of Directors of the Person in
          whom the Investment is being made and immediately prior to and after
          giving effect to such Investment no Event of Default or Default shall
          exist.  The foregoing limitation shall not restrict the Borrower's and
          its Subsidiaries' ability to make investments in the instruments
          described in Schedule VI hereto, as such Schedule may be amended from
          time to time by the Borrower.  The Borrower shall provide the Agent
          and each Lender a copy of each change or amendment made to Schedule VI
          hereto promptly after each such change or amendment thereof.

                                      45
<PAGE>

               (iii)  Mergers.  Consummate, or permit the consummation of, any
                      -------
          merger or consolidation (regardless of whether it is otherwise
          permitted by Section 7.02(c)) if immediately after giving effect to
          such merger or consolidation the book value of Consolidated Non-Retail
          Assets of the surviving corporation is greater than 25% of the book
          value of Borrower's Consolidated Total Assets, or the book value of
          the Consolidated Retail Assets of the surviving corporation is greater
          than 50% of the Borrower's Consolidated Total Assets, in each case
          immediately prior to such merger or consolidation provided, that,
                                                            --------  ----
          Subsidiaries of the Borrower may merge into or with the Borrower or
          any other Subsidiary of the Borrower without regard to the
          restrictions of this Section 7.02(d)(iii).

          (e)  Change in Nature of Business.  Make any material change in the
               ----------------------------
     nature of the business of the Borrower and its Subsidiaries as conducted as
     of the date hereof.

          SECTION 7.03  Financial Covenant.  The Borrower will not, without the
                        ------------------
written consent of the Majority Combined Lenders, permit the ratio of Debt on
the last day of any Fiscal Quarter of the Borrower to EBITDA for the period of
four consecutive Fiscal Quarters of the Borrower ending on such day to be
greater than 3.00 to 1.00.

          SECTION 7.04  Reporting Requirements.  The Borrower will furnish to
                        ----------------------
the Lenders:

          (i)    as soon as available and in any event within 60 days after the
     end of each of the first three Fiscal Quarters of the Borrower,
     Consolidated balance sheets of the Borrower and its Subsidiaries as of the
     end of such Fiscal Quarters and Consolidated statements of income and
     retained earnings of the Borrower and its Subsidiaries for the period
     commencing at the end of the previous Fiscal Year and ending with the end
     of such Fiscal Quarter, certified by the chief financial officer or
     treasurer of the Borrower and accompanied by a certificate of said officer
     stating (i) that such have been prepared in accordance with generally
     accepted accounting principles, (ii) whether or not he or she has knowledge
     of the occurrence of any Event of Default or Default and, if so, stating in
     reasonable detail the facts with respect thereto and (iii) whether or not
     the Borrower is in compliance with the requirements set forth in Section
     7.03 (which certificate shall contain the computations used by such chief
     financial officer in determining such compliance or non-compliance);

          (ii)   as soon as available and in any event within 120 days after the
     end of each Fiscal Year of the Borrower, a copy of the annual report for
     such year for the Borrower and its Subsidiaries, containing Consolidated
     financial statements of the Borrower and its Subsidiaries for such Fiscal
     Year certified in a manner acceptable to the Majority Combined Lenders by
     Deloitte & Touche LLP or other independent public accountants reasonably
     acceptable to the Majority Combined Lenders;

          (iii)  within 120 days after the end of each Fiscal Year of the
     Borrower, a certificate of the chief financial officer or treasurer of the
     Borrower stating (i) whether or not he or she has knowledge of the
     occurrence of any Event of Default or Default and, if so, stating in
     reasonable detail the facts with respect thereto, and (ii) whether or not
     the Borrower is in compliance with the requirements set forth in Section
     7.03 (which certificate shall contain the computations used by such chief
     financial officer in determining such compliance or non-compliance);

          (iv)   as soon as possible and in any event within five days after a
     Responsible Officer becomes aware of each Event of Default and Default, a
     statement of a Responsible Officer of the

                                      46
<PAGE>

     Borrower setting forth details of such Event of Default or Default and the
     action which the Borrower has taken and proposes to take with respect
     thereto;

          (v)    promptly after the sending or filing thereof, copies of all
     reports which the Borrower sends to any of its security holders, and copies
     of all reports and registration statements which the Borrower or any
     Subsidiary files with the Securities and Exchange Commission (the "SEC") or
     any national securities exchange;

          (vi)   promptly after the filing or receiving thereof, copies of all
     reports and notices which the Borrower or any Subsidiary files under ERISA
     with the Internal Revenue Service or the Pension Benefit Guaranty
     Corporation or the U.S. Department of Labor or which the Borrower or any
     Subsidiary receives from such entities other than immaterial regular
     periodic notices and reports and notices and reports of general
     circulation;

          (vii)  within 90 days after the end of each Fiscal Year of the
     Borrower, a summary, prepared by a Responsible Officer of the Borrower, of
     the Borrower's (and its Subsidiaries') major insurance coverages (and the
     amount of self-insurance) then in effect; and

          (viii) such other information respecting the condition or operations,
     financial or otherwise, of the Borrower or any of its Subsidiaries as the
     Issuing Bank, or any Lender through the Agent, may from time to time
     reasonably request.

Notwithstanding the foregoing, the financial statements required to be delivered
by the Borrower pursuant to clauses (i) and (ii) above and the reports and
statements required to be delivered by the Borrower pursuant to clause (v) above
shall be deemed to have been delivered on the date on which the Borrower posts
reports containing such financial statements or other materials on the
Borrower's website on the internet at "www.gapinc.com" or when such reports
containing such financial statements or other materials are posted on the SEC's
website on the internet at "www.sec.gov"; provided, however, that the Borrower
shall deliver paper copies of such financial statements or other materials to
any Lender who so requests until the Borrower receives written notice from such
Lender to cease delivering paper copies.

                                 ARTICLE VIII
                               EVENTS OF DEFAULT

          SECTION 8.01  Events of Default. If any of the following events
                        -----------------
("Events of Default") shall occur and be continuing:
  -----------------

          (a) The Borrower or any LC Subsidiary shall fail to pay any principal
     of any Advance or any reimbursement obligation under any Letter of Credit
     when the same becomes due and payable; or shall fail to pay any interest on
     any Advance, fees or any other amounts hereunder within five days after the
     same become due and payable by it; or

          (b) Any representation or warranty made by the Borrower herein
     (whether made on behalf of itself, an LC Subsidiary or otherwise) or by the
     Borrower (or any of its officers) in connection with this Agreement shall
     prove to have been incorrect in any material respect when made; or

          (c) The Borrower shall fail to perform or observe (i) the covenant
     contained in Section 7.03; or (ii) any term, covenant or agreement
     contained in Section 7.02(c) or (d) for a period of five days after written
     notice thereof shall have been given to the Borrower by the Issuing Bank,
     the Agent or any Lender; or (iii) any other term, covenant or agreement
     contained

                                      47
<PAGE>

     in this Agreement on its part to be performed or observed if the failure to
     perform or observe such other term, covenant or agreement shall remain
     unremedied for 30 days after written notice thereof shall have been given
     to the Borrower by the Issuing Bank, the Agent or any Lender; or

          (d) The Borrower or any of its Subsidiaries shall fail to pay any
     principal of or premium or interest on any Debt which is outstanding in a
     principal amount of at least $50,000,000 in the aggregate (but excluding
     Debt hereunder) of the Borrower or such Subsidiary (as the case may be),
     when the same becomes due and payable (whether by scheduled maturity,
     required prepayment, acceleration, demand or otherwise), and such failure
     shall continue after the applicable grace period, if any, specified in the
     agreement or instrument relating to such Debt; or any other event shall
     occur or condition shall exist under any agreement or instrument relating
     to any such Debt and shall continue after the applicable grace period, if
     any, specified in such agreement or instrument, if the effect of such event
     or condition is to accelerate, or to permit the acceleration of, the
     maturity of such Debt (other than any such Debt owed to a Lender or an
     Affiliate of a Lender if such event or condition shall relate solely to a
     restriction on the pledge or other disposition of Margin Stock owned by the
     Borrower or any of its Subsidiaries); or any such Debt shall be declared to
     be due and payable, or required to be prepaid (other than by a regularly
     scheduled required prepayment), redeemed, purchased or defeased, or an
     offer to prepay, redeem, purchase or defease such Debt shall be required to
     be made, in each case prior to the stated maturity thereof; or

          (e) The Borrower or any of its Subsidiaries shall generally not pay
     its debts as such debts become due, or shall admit in writing its inability
     to pay its debts generally, or shall make a general assignment for the
     benefit of creditors; or any proceeding shall be instituted by or against
     the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt
     or insolvent, or seeking liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or reorganization or
     relief of debtors, or seeking the entry of an order for relief or the
     appointment of a receiver, trustee, custodian or other similar official for
     it or for any substantial part of its property and, in the case of any such
     proceeding instituted against it (but not instituted by it), either such
     proceeding shall remain undismissed or unstayed for a period of 60 days, or
     any of the actions sought in such proceeding (including, without
     limitation, the entry of an order for relief against, or the appointment of
     a receiver, trustee, custodian or other similar official for, it or for any
     substantial part of its property) shall occur; or the Borrower or any of
     its Subsidiaries shall take any corporate action to authorize any of the
     actions set forth above in this subsection (e); or

          (f) Any judgment or order for the payment of money in excess of
     $50,000,000 shall e rendered against the Borrower or any of its
     Subsidiaries and either (i) enforcement proceedings shall have been
     commenced by any creditor upon such judgment or order or (ii) there shall
     be any period of ten consecutive days during which a stay of enforcement of
     such judgment or order, by reason of a pending appeal or otherwise, shall
     not be in effect; or

          (g) a Change of Control shall have occurred;

     then, and in any such event, the Agent shall at the request, or may with
     the consent, of the Majority Combined Lenders, by notice to the Borrower,
     (A) declare the obligation of each A Lender to make Advances to be
     terminated, whereupon the same shall forthwith terminate, (B) declare the
     Advances, all interest thereon and all other amounts payable under this
     Agreement to be forthwith due and payable, whereupon the Advances, all such
     interest and all such amounts shall become and be forthwith due and
     payable, without presentment, demand, protest or further notice of any
     kind, all of which are hereby expressly waived by the Borrower, (C) declare
     the

                                      48
<PAGE>

     obligation of the Issuing Bank to issue further Letters of Credit to be
     terminated, whereupon the same shall forthwith terminate, and/or (D) demand
     from time to time that the Borrower, and if such demand is made the
     Borrower shall, pay to the Agent for the benefit of the Issuing Bank, an
     amount in immediately available funds equal to the then outstanding Letter
     of Credit Liability (plus the additional amounts specified by Section
     3.13(c), if applicable) which shall be held by the Agent (or the Issuing
     Bank) as cash collateral in a cash collateral account under the exclusive
     control and dominion of the Agent (or Issuing Bank) and applied to the
     reduction of such Letter of Credit Liability as drawings are made on
     outstanding Letters of Credit; provided, however, that in the event of an
                                    --------  -------
     actual or deemed entry of an order for relief with respect to the Borrower
     or any of its Subsidiaries under the Federal Bankruptcy Code, the
     obligation of each A Lender to make A Advances shall automatically be
     terminated, the then outstanding Advances, all such interest and all such
     amounts shall automatically become and be due and payable, without
     presentment, demand, protest or any notice of any kind, all of which are
     hereby expressly waived by the Borrower and the obligation of the Issuing
     Bank to Issue Letters of Credit shall automatically be terminated.

                                  ARTICLE IX
                                   THE AGENT

          SECTION 9.01  Authorization and Action.  Each Lender and the Issuing
                        ------------------------
Bank hereby appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers as are reasonably
incidental thereto.  As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Advances), the Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Combined Lenders, and such instructions shall be binding upon all
Lenders; provided, however, that the Agent shall not be required to take any
         --------  -------
action which exposes the Agent to personal liability or which is contrary to
this Agreement or applicable law.  The Agent agrees to give to each Lender
prompt notice of each notice given to it by the Borrower pursuant to the terms
of this Agreement unless the distribution of such notice is otherwise provided
for herein.

          The Issuing Bank shall act on behalf of the LC Lenders with respect to
any Letters of Credit Issued by it and the documents associated therewith until
such time and except for so long as the Agent may elect to act for the Issuing
Bank with respect thereto; provided, however, that the Issuing Bank shall have
                           --------  -------
all of the benefits and immunities (i) provided to the Agent in this Article IX
with respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit Issued by it or proposed to be Issued by it
and the applications and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Agent," as used in this Article IX,
                                           -----
included the Issuing Bank with respect to such acts or omissions, and (ii) as
additionally provided in this Agreement with respect to the Issuing Bank.

          SECTION 9.02  Agent's Reliance, Etc.  Neither the Agent nor any of its
                        ---------------------
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct.  Without
limitation of the generality of the foregoing, the Agent:  (i) may treat the
Lender which made any Advance (or purchased or funded a participation with
respect to a Letter of Credit) as the holder and owner of the Debt resulting
therefrom until the Agent receives and accepts an Assignment and Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 10.07; (ii) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted

                                      49
<PAGE>

to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower or its Subsidiaries; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier)
believed by it to be genuine and signed or sent by the proper party or parties.

          SECTION 9.03  CUSA, Citibank and Affiliates.  With respect to CUSA's A
                        -----------------------------
Commitment, its LC Commitment and the Advances made by it, and with respect to
Citibank as Issuing Bank, CUSA and Citibank shall have the same rights and
powers under this Agreement as any other Lender and may exercise the same as
though it were not the Agent or Issuing Bank, as the case may be; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include CUSA
 ------      -------
and Citibank in their individual capacities. CUSA, Citibank and each of their
respective Affiliates (and, as applicable, any of their respective officers and
directors) may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower,
any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if CUSA were not the
Agent or Citibank were not the Issuing Bank, as the case may be, and without any
duty to account therefor to the Lenders.

          SECTION 9.04  Lender Credit Decision.  Each Lender acknowledges that
                        ----------------------
it has, independently and without reliance upon the Agent, the Issuing Bank or
any other Lender and based on the financial statements referred to in Section
6.01 and such other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement.  Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent, the Issuing Bank or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

          SECTION 9.05  Indemnification.
                        ---------------

          (a)   Agent.  The Lenders agree to indemnify the Agent (to the extent
                -----
not reimbursed by the Borrower or any LC Subsidiary), ratably, according to
their respective Credit Exposures, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Agent under this
Agreement, provided, that, no Lender shall be liable for any portion of such
           --------  ----
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agent's gross negligence or
willful misconduct.  Without limitation of the foregoing, each Lender agrees to
reimburse the Agent promptly upon demand for its ratable share of any out-of-
pocket expenses (including reasonable counsel fees) incurred by the 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, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.  In the case of any investigation,
litigation or proceeding giving rise to any such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs expenses or
disbursements, this Section 9.05(a) applies whether any such investigation,
litigation or proceeding is brought by the Agent, the Issuing Bank, any Lender
or a third party.

                                      50
<PAGE>

          (b) Issuing Bank.  The LC Lenders agree to indemnify the Issuing Bank
              ------------
(to the extent not reimbursed by the Borrower or any LC Subsidiary), ratably
according to their respective LC Commitment Percentages, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the Issuing
Bank in any way relating to or arising out of this Agreement and the Letters of
Credit or any action taken or omitted by the Issuing Bank under this Agreement
or the Letters of Credit, provided, that, no LC Lender shall be liable for any
                          --------  ----
portion  of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Issuing
Bank's gross negligence or willful misconduct.  Without limitation of the
foregoing, each LC Lender agrees to reimburse the Issuing Bank promptly upon
demand for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Issuing Bank in connection with the preparation,
execution, 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 or the Letters of
Credit, to the extent that the Issuing Bank is not reimbursed for such expenses
by the Borrower.  In the case of any investigation, litigation or proceeding
giving rise to any such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs expenses or disbursements, this Section 9.05(b)
applies whether any such investigation, litigation or proceeding is brought by
the Issuing Bank, the Agent, any Lender or a third party.

          SECTION 9.06  Successor Agent/Issuing Bank.
                        ----------------------------

          (a) Agent.  The Agent may resign at any time by giving 30 days' prior
              -----
written notice thereof to the Lenders and the Borrower and may be removed at any
time with or without cause by the Majority Combined Lenders; provided, that, the
                                                             --------  ----
Agent may resign without having given such notice if it is required to do so as
a matter of law.  Upon any such resignation or removal, the Majority Combined
Lenders, after consulting with the Borrower and giving due consideration to any
successor agent recommended by the Borrower, shall have the right to appoint a
successor Agent with the consent of the Borrower (which shall not be
unreasonably withheld).  If no successor Agent shall have been so appointed by
the Majority Combined Lenders and consented to by the Borrower, and shall have
accepted such appointment, within 30 days after the retiring Agent's giving of
notice of resignation or the Majority Combined Lenders' removal of the retiring
Agent, then the retiring Agent may, after consulting with the Borrower and
giving due consideration to any successor agent recommended by the Borrower, on
behalf of the Lenders, appoint a successor Agent, which shall be a commercial
bank organized or licensed to do business under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $50,000,000.  Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations under
this Agreement.  After any retiring Agent's resignation or removal hereunder as
Agent, the provisions of this Article IX shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement.

          (b) Issuing Bank.  The Issuing Bank may be removed at any time with or
              ------------
without cause jointly by the Majority Combined Lenders and the Borrower.  Upon
any removal of the Issuing Bank, the Majority Combined Lenders and the Borrower
shall jointly have the right to appoint a successor Issuing Bank.  If no
successor Issuing Bank shall have been so appointed by the Majority Combined
Lenders and the Borrower, and shall have accepted such appointment, within 30
days after the removal of the Issuing Bank, the Issuing Bank may, on behalf of
the Lenders, appoint a successor Issuing Bank, which shall be a commercial bank
organized or licensed to do business under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $50,000,000.  Upon the acceptance of any appointment as Issuing Bank, such
successor Issuing Bank shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the

                                      51
<PAGE>

retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from
its duties and obligations under this Agreement, except with respect to Letters
of Credit outstanding at the time of such removal. After any retiring Issuing
Bank is removed hereunder as Issuing Bank, the provisions of this Article IX
shall inure to its benefit as to any actions taken by it while it was Issuing
Bank under this Agreement. Notwithstanding the foregoing, the Issuing Bank may
not be removed unless prior to or contemporaneously with such removal it shall
have received a Dollar amount, in immediately available funds, equal to all
outstanding Letter of Credit Liability then outstanding and then owing to the
retiring Issuing Bank and shall have been indemnified by the Borrower, the LC
Lenders and such successor Issuing Bank, to the retiring Issuing Bank's
satisfaction, against all Letter of Credit Liability. The fee letter referred to
in Section 3.06(b) (or any replacement thereof) shall continue to inure to the
retiring Issuing Bank's benefit, and the retiring Issuing Bank shall continue to
be bound thereby, until such time as all Letter of Credit Liability outstanding
on the effective date of the retiring Issuing Bank's removal has been discharged
in full.

          SECTION 9.07  Documentation Agent, Co-Syndication Agents and Arranger.
                        --------------------------------------------------------
The Lenders identified as "Co-Syndication Agents", the Documentation Agent and
                           ---------------------
the Arranger herein shall not have any rights, powers, obligations,
responsibilities or duties under this Agreement other than, in the case of the
Lenders so identified as "Co-Syndication Agents" and the Documentation Agent,
                          ---------------------
those applicable to all Lenders as such.  Without limiting the foregoing, the
Lenders so identified as "Co-Syndication Agents", the Documentation Agent, and
                          ---------------------
the Arranger shall not 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 so identified as "Co-Syndication Agents", the
                                        ---------------------
Documentation Agent or the Arranger in deciding to enter into this Agreement or
in taking or not taking action hereunder.

                                   ARTICLE X
                                 MISCELLANEOUS

          SECTION 10.01  Amendments, Etc.
                         ---------------

          (a) Majority Combined Lenders.  Except as is otherwise expressly
              -------------------------
provided in this Section 10.01, no amendment or waiver of any provision of this
Agreement, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Majority Combined Lenders.

          (b) Majority A Lenders.  The Majority A Lenders may (and shall have
              ------------------
the exclusive right to), in writing, amend, waive or consent to any departure
from Article II hereof (and the definitions used exclusively therein) and
Article IV hereof as it relates to the A Advances, without the consent of the
Majority Combined Lenders; provided, however, that no amendment, waiver or
                           --------  -------
consent (whether effected by the Majority A Lenders pursuant to this subsection
(b) or by the Majority Combined Lenders pursuant to subsection (a)) shall,
unless in writing and signed by all the A Lenders, do any of the following:  (i)
waive any of the conditions specified in Section 5.01 or 5.02 as they relate to
A Borrowings and A Advances, (ii) increase the A Commitments of the A Lenders
(other than as provided for in Section 2.05(b)) or subject the A Lenders to any
additional obligations, (iii) reduce the principal of, or interest on, the A
Advances or any fees or other amounts payable hereunder to the A Lenders, (iv)
postpone any date fixed for any payment of principal of, or interest on, the A
Advances or any fees or other amounts payable hereunder to the A Lenders (other
than as permitted by Section 2.14), (v) change the percentage of the A
Commitments or of the aggregate unpaid principal amount of the A Advances, or
the number of A Lenders, which shall be required for the A Lenders or any of
them to take any action hereunder or (vi) amend this subsection (b) of this
Section 10.01.

                                      52
<PAGE>

          (c) Majority LC Lenders.  The Majority LC Lenders may (and shall have
              -------------------
the exclusive right to), in writing, amend, waive or consent to any departure
from Article III hereof (and the definitions used exclusively therein) and
Article IV hereof as it relates to the Letters of Credit, without the consent of
the Majority Combined Lenders; provided, however, that no amendment, waiver or
                               --------  -------
consent (whether effected by the Majority LC Lenders pursuant to this subsection
(c) or by the Majority Combined Lenders pursuant to subsection (a)) shall,
unless in writing and signed by all the LC Lenders, do any of the following:
(i) waive any of the conditions specified in Section 5.01 or 5.02, as they
relate to the Issuance of Letters of Credit, (ii) increase the LC Commitments of
the LC Lenders (other than as provided for in Section 3.10) or subject the LC
Lenders to any additional obligations, (iii) reduce any amounts due hereunder or
any fees or other amounts payable hereunder with respect to the Letters of
Credit to the LC Lenders or the Issuing Bank, (iv) postpone any date fixed for
any payment of any fees or other amounts payable hereunder with respect to the
Letters of Credit to the LC Lenders or the Issuing Bank (other than as permitted
by Section 3.12), (v) change the percentage of the LC Commitments or of the
aggregate unpaid Letter of Credit Liability hereunder, or the number of LC
Lenders, which shall be required for the LC Lenders or any of them to take any
action hereunder, (vi) release the Borrower from its obligation to comply with
Section 3.14 or (vii) amend this subsection (c) of this Section 10.01.

          (d) Agent and Issuing Bank.  No amendment, waiver or consent given or
              ----------------------
effected pursuant to this Section 10.01 shall, unless in writing and signed by
the Agent or the Issuing Bank, as the case may be, in addition to the Lenders
required above to take such action, affect the rights, obligations or duties of
the Agent or the Issuing Bank, as the case may be, under this Agreement.

          (e) Limitation of Scope.  All waivers and consents granted under this
              -------------------
Section 10.01 shall be effective only in the specific instance and for the
specific purpose for which given.

          SECTION 10.02  Notices, Etc.  All notices and other communications
                         ------------
provided for hereunder shall be in writing (including telecopier) and mailed,
sent by overnight courier, telecopied or delivered, if to the Borrower, at its
address at 900 Cherry Avenue, San Bruno, CA 94066 Attention:  Treasurer,
Telecopier: 650-874-7809; if to any Lender, at its Domestic Lending Office
specified opposite its name on Schedule I-B hereto; if to any other Lender, at
its Domestic Lending Office specified in the Assignment and Acceptance pursuant
to which it became a Lender; if to the Agent, at its address at 399 Park Avenue,
New York, New York 10043, Attention: Credit Administration, Telecopier: 302-894-
6120; and if to the Issuing Bank, at its address at 399 Park Avenue, New York,
New York 10043, Attention:  Letter of Credit Administration, Telecopier: 800-
934-9030; with a copy, in the case of notices to the Agent or the Issuing Bank,
to Citicorp North America, Inc., One Sansome Street, San Francisco, California,
Attention:  Carolyn Wendler, Telecopier: 415-433-0307, or, as to each party, at
such other address or to such other person as shall be designated by such party
in a written notice to the other parties.  All such notices and communications
shall, when mailed, be effective three days after being deposited in the mails,
when sent by overnight courier, be effective one day after being sent by
overnight courier, when telecopied or delivered to the telegraph company, be
effective when received or delivered to the cable company, respectively; and
when delivered by hand, be effective upon delivery except that notices and
communications to the Agent pursuant to Article II or IX and to the Issuing Bank
pursuant to Article III or IX shall not be effective until received by the Agent
or Issuing Bank, as the case may be.

          SECTION 10.03  No Waiver; Remedies.  No failure on the part of any
                         -------------------
Lender, the Issuing Bank or the Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

          SECTION 10.04  Costs and Expenses.
                         ------------------

                                      53
<PAGE>

          (a) The Borrower agrees to pay on demand all costs and expenses of the
Agent and the Issuing Bank incurred in connection with the preparation,
execution, delivery, modification and amendment of this Agreement, and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Agent and Issuing
Bank with respect thereto and with respect to advising the Agent and Issuing
Bank as to their respective rights and responsibilities under this Agreement.
The Borrower further agrees to pay on demand all costs and expenses of the
Agent, the Issuing Bank and each Lender (including, without limitation,
reasonable counsel fees and expenses), incurred in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement and the other documents to be delivered hereunder, including,
without limitation, reasonable counsel fees and expenses in connection with the
enforcement of their respective rights hereunder.

          (b) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made other than on the last day of the Interest Period for such
A Advance, as a result of a payment or Conversion pursuant to Section 2.05(b),
2.09(d), 2.11, 2.13 or 2.14 or acceleration of the maturity of the Advances
pursuant to Section 8.01 or for any other reason, the Borrower shall, upon
demand by any A Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such A Lender any amounts required to compensate such A
Lender for any additional losses, costs or expenses which it may reasonably
incur as a result of such payment or Conversion, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
any A Lender to fund or maintain such A Advance.

          (c) The Borrower agrees to indemnify and hold harmless each of the
Agent, each Lender and the Issuing Bank and each of their Affiliates and their
respective officers, directors, employees, agents and advisors (each, an
"Indemnified Party") from and against any and all claims, damages, liabilities
 -----------------
and expenses (including, without  limitation, reasonable fees and disbursements
of counsel), which may be incurred by or asserted against any Indemnified Party
in connection with or arising out of any investigation, litigation, or
proceeding (whether or not such Indemnified Party is party thereto) related to
any acquisition or proposed acquisition by the Borrower, or by any Subsidiary of
the Borrower, of all or any portion of the stock or substantially all the assets
of any Person or any use or proposed use of the Advances or Letters of Credit by
the Borrower or any LC Subsidiary, except to the extent such claim, damage,
liability or expense shall have resulted from such Indemnified Party's gross
negligence or willful misconduct.  In the event this indemnity is unenforceable
as a matter of law as to a particular matter or consequence referred to herein,
it shall be enforceable to the full extent permitted by law.  The
indemnification provisions set forth above shall be in addition to any liability
the Borrower may otherwise have.  Without prejudice to the survival of any other
obligation of the Borrower hereunder, the indemnities and obligations of the
Borrower contained in this Section 10.04 shall survive the payment in full of
all the Obligations.

          (d) The Borrower hereby acknowledges that the funding method by each
Lender of its Advances hereunder shall be in the sole discretion of such Lender.
The Borrower agrees that for purposes of any determination to be made under
Sections 2.08, 2.12(a), 2.13 or 10.04(b) of this Agreement each Lender shall be
deemed to have funded its Eurodollar Rate Advances with proceeds of Dollar
deposits in the London interbank market.

          SECTION 10.05  Right of Set-off.  Upon (i) the occurrence and during
                         ----------------
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 8.01 to authorize the Agent to
declare the Advances due and payable pursuant to the provisions of Section 8.01
or to demand payment of (or cash collateralization of) all then outstanding
Letter of Credit Liability, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or

                                      54
<PAGE>

special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender or such Affiliate to or for the
credit or the account of the Borrower or any LC Subsidiary against any and all
of the obligations of the Borrower or any LC Subsidiary now or hereafter
existing under this Agreement to such Lender (including, to the fullest extent
permitted by law, obligations indirectly owed to such Lender by virtue of its
purchase of a participation or sub-participation of the Letter of Credit
Liability pursuant to Section 3.05), whether or not such Lender shall have made
any demand under this Agreement and although such obligations may be unmatured.
Each Lender agrees promptly to notify the Borrower and the Agent after any such
set-off and application made by such Lender or any of its Affiliates, provided,
                                                                      --------
that, the failure to give such notice shall not affect the validity of such set-
----
off and application. The rights of each Lender and its Affiliates under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Lender and its Affiliates may
have.

          SECTION 10.06  Binding Effect.  This Agreement shall become effective
                         --------------
when it shall have been executed by the Borrower, each LC Subsidiary to be a
party hereto on the date hereof, the Issuing Bank and the Agent and when the
Agent shall have been notified by each Lender that such Lender has executed it
and thereafter shall be binding upon and inure to the benefit of the Borrower,
each LC Subsidiary, the Issuing Bank, the Agent and each Lender and their
respective successors and assigns, except that the Borrower and each LC
Subsidiary shall not have the right to assign its respective rights hereunder or
any interest herein without the prior written consent of the Lenders.

          SECTION 10.07  Assignments and Participations.  (a)  Each Lender may,
                         ------------------------------
and if demanded by the Borrower (following a demand by such Lender pursuant to
Section 2.08, 2.12, 3.08, 4.02 or 4.06, after such Lender has declined to vote
in favor of extension of the Revolver Termination Date or LC Termination Date,
as the case may be, pursuant to Section 2.14 or 3.12, or after any Lender has
assigned all or any portion of its rights and obligations under this Agreement
to any Affiliate without the consent of the Borrower, upon at least 10 days'
notice to such Lender and the Agent) will, assign to one or more banks or other
entities all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion, respectively, of its A
Commitment and the A Advances owing to it and/or of its LC Commitment and
participations in Letter of Credit Liability); provided, however, that (i) each
                                               --------  -------
such respective assignment shall be of a percentage of all rights and
obligations under this Agreement (other than any B Advances) (w) in respect of
the assigning A Lender's A Commitment and A Advances and/or (x) in respect of
the assigning Lender's LC Commitment and participations in Letter of Credit
Liability, as the case may be, that is constant and not varying over time, (ii)
the respective amounts of the rights and obligations (y) under the A Commitment
and A Advances of the assigning A Lender and/or (z) under the LC Commitment and
participations in Letter of Credit Liability of the assigning lender, as the
case may be, being assigned pursuant to each such assignment (determined as of
the date of the Assignment and Acceptance with respect to such partial
assignment) shall in no event be less than 5% of all such rights and obligations
or less than $5,000,000 (or an integral multiple of $500,000 in excess thereof),
as the case may be, in the case of each of (y) and/or (z), (iii) each such
assignment shall be to an Eligible Assignee consented to by the Borrower (which
shall not unreasonably withhold its consent); provided, that, the Borrower's
                                              --------  ----
consent need not be obtained if such assignment is made to an Affiliate of the
assigning Lender, provided that any Lender so assigning to any of its Affiliates
                  --------
shall give prompt notice thereof to the Borrower and the Agent, (iv) each such
assignment made as a result of a demand by the Borrower pursuant to this Section
10.07(a) shall be arranged by the Borrower (at its expense, including, without
limitation, payment of the processing and recordation fee referred to in
subclause (vi) hereof) after consultation with the Agent and shall be either an
assignment of all of the rights and obligations of the assigning Lender under
this Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments which
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the

                                      55
<PAGE>

Borrower pursuant to this Section 10.07(a) unless and until such Lender shall
have received one or more payments from either the Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, and (vi) the parties
to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500; provided, that, no such fee
                                                 --------  ----
shall be payable in connection with an assignment by an assigning Lender to an
Affiliate of such assigning Lender. Upon such execution, delivery, acceptance
and recording, from and after the effective date specified in each Assignment
and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto). Without limiting the qualifications set forth in the first sentence of
this Section 10.07(a), but to clarify such sentence, any Lender having both an A
Commitment and an LC Commitment may assign all or a portion of its rights and
obligations relating to one of these commitments and at the same time assign
none, all, the same portion or a different portion of its rights and obligations
relating to the other commitment, provided that any assignment of any portion
(including all) of a Lender's rights and obligations relating to its A
Commitment shall include an assignment of the same portion (including all if
applicable) of such Lender's rights and obligations relating to its A Advances
and any assignment of any portion (including all) of a Lender's rights and
obligations relating to its LC Commitment shall include an assignment of the
same portion (including all if applicable) of such Lender's rights and
obligations relating to participations in Letter of Credit Liability.

          (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows:  (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other  instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or any LC Subsidiary or the performance or observance by the Borrower
or any LC Subsidiary of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 6.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, the Issuing Bank, such
assigning Lender or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such assignee
confirms that it is an Eligible Assignee; (vi) such assignee appoints and
authorizes the Agent or the Issuing Bank to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the
Agent or the Issuing Bank by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.

                                      56
<PAGE>

          (c) The Agent shall maintain at its address referred to in Section
10.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
the LC Commitment of and A Commitment of, and principal amount of the Advances
owing to, each Lender from time to time (the "Register").  The entries in the
                                              --------
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the Borrower or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

          (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower and the Issuing Bank.

          (e) Each Lender may assign or participate to one or more banks or
other entities any B Advance held by it without regard to any of the
restrictions placed on assignments elsewhere in this Section 10.07 or this
Agreement; provided, that, any participation shall be made in accordance with
           --------  ----
subsection (f) hereof and provided, further, that any assignee of a B Advance
                          --------  -------
that is not then a Lender hereunder shall not be entitled to demand any payments
under Section 2.08, 2.12 or 4.02 hereof and shall have no voting rights or other
rights of a Lender hereunder other than the right to demand and receive interest
and principal payments at the times when due with respect to the B Advance owned
by it.

          (f) Each Lender may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its A Commitment
and LC Commitment and the Advances owing to it; provided, however, that (i) such
                                                --------  -------
Lender's obligations under this Agreement (including, without limitation, its A
Commitment to the Borrower hereunder and LC Commitment) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) such Lender shall remain the owner of
any Advance for all purposes of this Agreement, and (iv) the Borrower, the
Issuing Bank, the 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, provided, further, that, to the extent of any
                                  --------  -------
such participation (unless otherwise stated therein and subject to the preceding
proviso), the purchaser of such participation shall, to the fullest extent
-------
permitted by law, have the same rights and benefits hereunder as it would have
if it were a Lender hereunder; and provided, further, that each such
                                   --------  -------
participation shall be granted pursuant to an agreement providing that the
purchaser thereof shall not have the right to consent or object to any action by
the selling Lender (who shall retain such right) other than an action which
would (i) reduce principal of or interest on any Advance, any amount due
hereunder with respect to the Letters of Credit or other amounts or fees in
which such purchaser has an interest, (ii) postpone any date fixed for payment
of principal of or interest on any such Advance, such amounts  due with respect
to Letters of Credit or other amounts or such fees, or (iii) extend the LC
Termination Date or the Revolver Termination Date, as the case may be.

          (g) Upon written request of the Borrower to an A Lender, such A Lender
shall, to the extent consistent with the policies of such A Lender, inform the
Borrower of the Dollar amount of any Full Term Participation (as hereinafter
defined) that such A Lender has entered into; provided, however, that no A
                                              --------  -------
Lender shall be obligated to disclose such information if the disclosure thereof
would constitute a violation of law or regulation or violate any confidentiality
agreement to which such A Lender is subject.  For the purposes of this
subsection (g), "Full Term Participation" means a participation by an A Lender
                 -----------------------
to another Person whereby such other Person has purchased (pursuant to a
participation

                                      57
<PAGE>

agreement) all or a portion of such A Lender's A Commitment from the effective
date of such participation agreement to the Revolver Termination Date.

          (h) Notwithstanding anything herein contained to the contrary, each
Lender may assign any of its rights and obligations under this Agreement to any
of its Affiliates without the consent of the Borrower or the Agent, provided
that any Lender so assigning to any of its Affiliates shall give prior notice
thereof to the Borrower and the Agent; and each Lender or any of its Affiliates
may assign any of its rights (including, without limitation, rights to payment
of principal and/or interest hereunder) under this Agreement to any Federal
Reserve Bank without notice to or consent of the Borrower or the Agent.

          (i) If any Lender requests any payment from the Borrower under Section
2.12, 4.02 or 4.06, does not agree to extend the Revolver Termination Date
pursuant to Section 2.14 or the LC Termination Date pursuant to Section 3.12 or
proposes to assign its rights and obligations hereunder to any of its Affiliates
without the consent of the Borrower pursuant to Section 10.07(h), then, subject
to Section 10.07(a) and provided no Default or Event of Default shall have
occurred and be continuing, the Borrower may request such Lender to (and, upon
such request, such Lender, without any obligation to pay any fees in respect
thereof, shall) assign all of its rights and obligations under this Agreement to
one or more Eligible Assignees acceptable to the Agent in accordance with
Section 10.07(a) provided that at the time of any such assignment the Borrower
has paid to the Lender all amounts due it hereunder.

          SECTION 10.08  Severability of Provisions.  Any provision of this
                         --------------------------
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

          SECTION 10.09  Independence of Provisions.  All agreements and
                         --------------------------
covenants hereunder shall be given independent effect such that if a particular
action or condition is prohibited by the terms of any such agreement or
covenant, the fact that such action or condition would be permitted within the
limitations of another agreement or covenant shall not be construed as allowing
such action to be taken or condition to exist.

          SECTION 10.10  Confidentiality.  Each Lender, the Issuing Bank and the
                         ---------------
Agent agrees that it will not disclose  to any third party any written
information marked "Confidential" provided to it by the Borrower; provided,
                    ------------                                  --------
that, the foregoing will not (i) restrict the ability of the Agent, the Issuing
----
Bank, the Lenders and any loan participants from freely exchanging such
information among themselves (and their respective employees, attorneys, agents
and advisors), (ii) restrict the ability to disclose such information to a
prospective Eligible Assignee or participant, provided, that, such Eligible
                                              --------  ----
Assignee or  participant executes a confidentiality agreement with the selling
Lender agreeing to be bound by the terms hereof prior to disclosure of such
information to such Eligible Assignee or participant or (iii) prohibit the
disclosure of such information to the extent such information (a) becomes
publicly available, (b) becomes available through a Person not a Subsidiary, (c)
is required to be disclosed pursuant to court order, subpoena, other legal
process, regulatory request or otherwise by law or (d) is disclosed in
litigation with the Borrower or any of its Subsidiaries.

          SECTION 10.11  Headings.  Article and Section headings in this
                         --------
Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

          SECTION 10.12  Entire Agreement.  This Agreement sets forth the entire
                         ----------------
agreement of the parties with respect to its subject matter and, except for the
letter agreement referred to in Sections 2.04(c) and 3.06(b), supersedes all
previous understandings, written or oral, in respect thereof.

                                      58
<PAGE>

          SECTION 10.13  Execution in Counterparts.  This Agreement may be
                         -------------------------
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

          SECTION 10.14  Consent to Jurisdiction.  (a)  Each of the parties
                         -----------------------
hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New
York State or Federal court sitting in the County of New York, The City of New
York, in any action or proceeding arising out of or relating to this Agreement,
and each of the parties hereby irrevocably agrees that all claims in respect of
such action or proceeding may be heard and determined in such New York State
court or such Federal court.  Each of the parties hereby irrevocably agrees, to
the fullest extent each may effectively do so, that each will not assert any
defense that such courts do not have subject matter or personal jurisdiction of
such action or proceeding or over any party hereto.  Each of the parties hereby
irrevocably consents to the service of copies of the summons and complaint and
any other process which may be served in any such action or proceeding by
certified mail, return receipt requested, or by delivering of a copy of such
process to such

            [The remainder of this page intentionally left blank.]

                                      59
<PAGE>

party at its address specified in Section 10.02 or by any other method permitted
by law.  Each of the parties hereby agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or by any other manner provided by law.

          (b) Nothing in this Section 10.14 shall affect the right of any of the
parties hereto to serve legal process in any other manner permitted by law or
affect the right of any of the parties to bring any action or proceeding against
any of the parties or their property in the courts of other jurisdictions.

          SECTION 10.15  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
                         -------------
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT, IN
THE CASE OF ARTICLE III, TO THE EXTENT SUCH LAWS ARE INCONSISTENT WITH THE UCP.

          SECTION 10.16  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE LC
                         --------------------
SUBSIDIARIES, THE AGENT, THE LENDERS AND THE ISSUING BANK HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ADVANCES OR THE
LETTERS OF CREDIT, OR THE ACTIONS OF THE AGENT, ANY LENDER OR THE ISSUING BANK
IN CONNECTION WITH THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
THEREOF.

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

                                   THE BORROWER:
                                   ------------

                                   THE GAP, INC.

                                  By /s/ Leroy Barnes
                                     ----------------
                                     Name:  Leroy Barnes
                                     Title:  Vice President - Treasurer

                                      60
<PAGE>

                                    THE LC SUBSIDIARIES:
                                    --------------------

                                    BANANA REPUBLIC, INC.

                                    By /s/ Leroy Barnes
                                       ----------------
                                       Name:  Leroy Barnes
                                       Title:  Vice President - Treasurer

                                    OLD NAVY INC.

                                    By /s/ Leroy Barnes
                                       ----------------
                                       Name:  Leroy Barnes
                                       Title:  Vice President - Treasurer

                                    BANANA REPUBLIC (CANADA) INC.

                                    By /s/ Leroy Barnes
                                       ----------------
                                       Name:  Leroy Barnes
                                       Title:  Vice President - Treasurer

                                    OLD NAVY (CANADA) INC.

                                    By /s/ Leroy Barnes
                                       ----------------
                                       Name:  Leroy Barnes
                                       Title:  Vice President - Treasurer

                                    GAP (CANADA) INC.

                                    By /s/ Leroy Barnes
                                       ----------------
                                       Name:  Leroy Barnes
                                       Title:  Vice President - Treasurer

                                    GAP INTERNATIONAL SOURCING LIMITED

                                    By /s/ Heidi Kunz
                                       --------------
                                       Name:  Heidi Kunz
                                       Title:  Director

                                    GAP INTERNATIONAL SOURCING PTE. LTD.

                                    By /s/ Heidi Kunz
                                       --------------
                                       Name:  Heidi Kunz
                                       Title:  Director

                                      61
<PAGE>

                                    GAP (JAPAN) K.K.

                                    By /s/ Anne Gust
                                       -------------
                                       Name:  Anne Gust
                                       Title:  Director

                                    GAP INTERNATIONAL SOURCING (HOLDINGS)
                                    LIMITED

                                    By /s/ Heidi Kunz
                                       --------------
                                       Name:  Heidi Kunz
                                       Title:  Director

                                    GAP (NETHERLANDS) B.V.

                                    By /s/ Michelle Banks
                                       ------------------
                                       Name:  Michelle Banks
                                       Title:  Director

                                    GAP INTERNATIONAL B.V.

                                    By /s/ Michelle Banks
                                       ------------------
                                       Name:  Michelle Banks
                                       Title:  Director

                                    GPS CONSUMER DIRECT, INC.

                                    By /s/ Leroy Barnes
                                       ----------------
                                       Name:  Leroy Barnes
                                       Title:  Vice President - Treasurer

                                      62
<PAGE>

                                   THE AGENT:
                                   ---------

                                   CITICORP USA, INC.

                                  By /s/ Carolyn A. Kee
                                     ------------------
                                     Name:  Carolyn A. Kee
                                     Title:  Vice President

                                   THE ARRANGER:
                                   ------------

                                   SALOMON SMITH BARNEY, INC.

                                  By /s/ Steven R. Victorin
                                     ----------------------
                                     Name:  Steven R. Victorin
                                     Title:  Managing Director

                                      63
<PAGE>

                                   THE CO-SYNDICATION AGENTS:
                                   -------------------------

                                   BANK OF AMERICA, N.A.

                                   By /s/ Amy Krovocheck
                                      ------------------
                                    Name: Amy Krovocheck
                                    Title:  Vice President

                                   HSBC BANK USA

                                   By /s/ Anne Serewicz
                                      -----------------
                                    Name:  Anne Serewicz
                                    Title:  Senior Vice President

                                   ABN AMRO BANK N.V.

                                   By /s/ Ellen M. Coleman
                                      --------------------
                                    Name:  Ellen M. Coleman
                                    Title:  Group Vice President

                                   By /s/ Delia B. Fance
                                     -------------------
                                    Name:  Delia B. Fance
                                    Title:  Group Vice President

                                      64
<PAGE>

                                  THE DOCUMENTATION AGENT:
                                  -----------------------

                                  THE CHASE MANHATTAN BANK

                                  By /s/ Margaret T. Lane
                                     --------------------
                                    Name:  Margaret T. Lane
                                    Title:  Vice President

                                      65
<PAGE>

                                  THE LENDERS:
                                  -----------

                                  CITICORP USA, INC.

                                  By /s/ Carolyn A. Kee
                                     ------------------
                                     Name:  Carolyn A. Kee
                                     Title:  Vice President

                                      66
<PAGE>

                                BANK OF AMERICA, N.A.

                                By /s/ Amy Krovocheck
                                   ------------------
                                   Name:  Amy Krovocheck
                                   Title:  Vice President

                                      67
<PAGE>

                                  HSBC BANK USA

                                  By /s/ Anne Serewicz
                                     -----------------
                                     Name:  Anne Serewicz
                                     Title:  Senior Vice President

                                      68
<PAGE>

                                  THE CHASE MANHATTAN BANK

                                  By /s/ Margaret T. Lane
                                     --------------------
                                     Name:  Margaret T. Lane
                                     Title:  Vice President

                                      69
<PAGE>

                                   ABN AMRO BANK N.V.

                                   By /s/ Ellen M. Coleman
                                      --------------------
                                      Name:  Ellen M. Coleman
                                      Title:  Group Vice President


                                   By /s/ Delia B. Fance
                                      ------------------
                                      Name:  Delia B. Fance
                                      Title:  Group Vice President

                                      70
<PAGE>

                                  BANCA NAZIONALE DEL LAVORO S.p.A.
                                  NEW YORK BRANCH

                                  By /s/ Roberto Mancone
                                     -------------------
                                     Name:  Roberto Mancone
                                     Title:  Vice President

                                  By /s/ Leonardo Valentini
                                     ----------------------
                                     Name:  Leonardo Valentini
                                     Title:  First Vice President

                                      71
<PAGE>

                                  SOCIETE GENERALE



                                  By /s/ Richard Bernal
                                     ------------------
                                     Name:  Richard Bernal
                                     Title:  Director



                                  By /s/ Carol Radice
                                     ----------------
                                     Name:  Carol Radice
                                     Title:  Vice President

                                      72
<PAGE>

                                   SUMITOMO MITSUI BANKING
                                   CORPORATION


                                   By /s/ Al Galluzzo
                                      ---------------
                                      Name: Al Galluzzo
                                      Title: Senior Vice President

                                      73
<PAGE>

                                  BANK ONE, NA (MAIN OFFICE CHICAGO)

                                  By /s/ Catherine A. Muszynski
                                     --------------------------
                                     Name: Catherine A. Muszynski
                                     Title: Vice President

                                      74
<PAGE>

                                  FLEET NATIONAL BANK


                                  By /s/ Peter L. Griswald
                                     ---------------------
                                     Name: Peter L. Griswald
                                     Title: Managing Director

                                      75
<PAGE>

                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION


                                        By /s/ Roger Fleischmann
                                           ---------------------
                                           Name: Roger Fleischmann
                                           Title: Senior Vice President




                                        By /s/ June Hanson
                                           ---------------
                                           Name: June Hanson
                                           Title: Vice President

                                      76
<PAGE>

                                        THE BANK OF NEW YORK


                                        By /s/ Charlotte Sohn Fuiks
                                           ------------------------
                                           Name: Charlotte Sohn Fuiks
                                           Title: Vice President

                                      77
<PAGE>

                                        THE FUJI BANK, LIMITED


                                        By /s/ Masahito Fukuda
                                           -------------------
                                           Name: Masahito Fukuda
                                           Title: Senior Vice President

                                      78
<PAGE>

                                          U.S. BANK NATIONAL ASSOCIATION


                                        By /s/ Janet Jordan
                                           ----------------
                                           Name: Janet Jordan
                                           Title: Vice President

                                      79
<PAGE>

                                        BANK OF NOVA SCOTIA


                                        By /s/ Mark Sparrow
                                           ----------------
                                           Name: Mark Sparrow
                                           Title: Director

                                      80
<PAGE>

                                        THE ISSUING BANK:
                                        ----------------

                                        CITIBANK, N.A.


                                        By /s/ Carolyn A. Kee
                                           ------------------
                                           Name: Carolyn A. Kee
                                           Title: Vice President

                                      81
<PAGE>

                                 Schedule I-A

                                  COMMITMENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Lender                                               A Commitment ($)          LC Commitment ($)
------                                               ----------------          -----------------
----------------------------------------------------------------------------------------------------
<S>                                                  <C>                       <C>
Citicorp USA Inc.                                    $91,161,538.46            $78,138,461.54
----------------------------------------------------------------------------------------------------
Bank of America, N.A.                                $70,927,350.31            $60,794,871.69
----------------------------------------------------------------------------------------------------
HSBC Bank USA                                        $70,861,538.46            $60,738,461.54
----------------------------------------------------------------------------------------------------
The Chase Manhattan Bank                             $73,876,923.08            $63,323,076.92
----------------------------------------------------------------------------------------------------
ABN AMRO Bank N.V.                                   $70,915,384.62            $60,784,615.38
----------------------------------------------------------------------------------------------------
Banca Nazionale del Lavoro                           $13,461,538.46            $11,538,461.54
----------------------------------------------------------------------------------------------------
Societe Generale                                     $31,111,111.23            $26,666,666.77
----------------------------------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation                  $39,846,153.85            $34,153,846.15
----------------------------------------------------------------------------------------------------
Bank One, NA (Main Office Chicago)                   $16,153,846.15            $13,846,153.85
----------------------------------------------------------------------------------------------------
Fleet National Bank                                  $45,769,230.77            $39,230,769.23
----------------------------------------------------------------------------------------------------
Wells Fargo Bank, National Association               $45,769,230.77            $39,230,769.23
----------------------------------------------------------------------------------------------------
The Bank of New York                                 $31,111,110.69            $26,666,666.31
----------------------------------------------------------------------------------------------------
The Fuji Bank, Limited                               $31,111,111.11            $26,666,666.67
----------------------------------------------------------------------------------------------------
U.S. Bank National Association                       $36,495,726.62            $31,282,051.38
----------------------------------------------------------------------------------------------------
Bank of Nova Scotia                                  $31,428,205.43            $26,938,461.79
----------------------------------------------------------------------------------------------------
TOTAL                                                $  700,000,000            $  600,000,000
----------------------------------------------------------------------------------------------------
</TABLE>

                                Sch.-I-A Page 1
<PAGE>

                                 Schedule I-B

                      LIST OF APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
              Lender                   Domestic Lending Office                Eurodollar Lending Office
              -----                    -----------------------                -------------------------
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                     <C>
Citicorp USA Inc./                  2 Penns Way                             2 Penns Way
Citibank, N.A.                      New Castle, DE 19720                    New Castle, DE 19720
                                    Attn: Tim Smith                         Attn: Tim Smith
                                    Tel: 302-894-6059                       Tel: 302-894-6059
                                    Fax: 302-894-6120                       Fax: 302-894-6120
------------------------------------------------------------------------------------------------------------------
Bank of America, N.A.               1850 Gateway Boulevard                  1850 Gateway Boulevard
                                    Concord, CA 94520                       Concord, CA 94520
                                    Attn: Nina Lemmer                       Attn: Nina Lemmer
                                    Tel: 925-675-7478                       Tel: 925-675-7478
                                    Fax: 888-969-9281                       Fax: 888-969-9281
------------------------------------------------------------------------------------------------------------------
HSBC Bank USA                       One HSBC Center, /26/th Floor           One HSBC Center, /26/th Floor
                                    Buffalo, NY 14203                       Buffalo, NY 14203
                                    Attn: Marie Bax                         Attn: Marie Bax
                                    Tel: 716-841-5668                       Tel: 716-841-5668
                                    Fax: 716-841-0269                       Fax: 716-841-0269
------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank            Loan and Agency Services                Loan and Agency Services
                                    1 Chase Manhattan Plaza                 1 Chase Manhattan Plaza
                                    New York, NY 10008                      New York, NY 10008
                                    Attn: Christopher Gomez                 Attn: Christopher Gomez
                                    Tel: 212-552-7326                       Tel: 212-552-7326
                                    Fax: 212-552-7500                       Fax: 212-552-7500
------------------------------------------------------------------------------------------------------------------
ABN AMRO Bank N.V.                  208 South LaSalle, Suite 1500           208 South LaSalle, Suite 1500
                                    Chicago, IL 60604-1003                  Chicago, IL 60604-1003
                                    Attn: Kevin Conrad                      Attn: Kevin Conrad
                                    Tel: 312-992-5110                       Tel: 312-992-5110
                                    Fax: 312-992-5111                       Fax: 312-992-5111
------------------------------------------------------------------------------------------------------------------
Societe Generale                    1221 Avenue of the Americas             1221 Avenue of the Americas
                                    New York, NY 10020                      New York, NY 10020
                                    Attn: Camille Wilson                    Attn: Camille Wilson
                                    Tel: 212-278-6486                       Tel: 212-278-6486
                                    Fax: 212-278-6240                       Fax: 212-278-6240
------------------------------------------------------------------------------------------------------------------
Sumitomo Mitsui Banking             777 South Figueroa Street               777 South Figueroa Street
Corporation                         Suite 2600                              Suite 2600
                                    Attn: Al Galluzzo                       Attn: Al Galluzzo
                                    Tel: 213-955-0855                       Tel: 213-955-0855
                                    Fax: 213-623-6832                       Fax: 213-623-6832
------------------------------------------------------------------------------------------------------------------
Bank One, NA                        1 Bank One Plaza                        1 Bank One Plaza
(Main Office Chicago)               Suite J4-0086                           Suite J4-0086
                                    Chicago, IL 60670                       Chicago, IL 60670
                                    Attn: Debora K. Oberling                Attn: Debora K. Oberling
                                    Tel: (312) 732-4644                     Tel: (312) 732-4644
                                    Fax: (312) 732-4380                     Fax: (312) 732-4380
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                Sch.-I-B Page 1
<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                     <C>
Fleet National Bank                 One Federal Street                      One Federal Street
                                    Boston, MA 02110                        Boston, MA 02110
                                    Attn: Jenny Ng                          Attn: Jenny Ng
                                    Tel: 617-434-1645                       Tel: 617-434-1645
                                    Fax: 617-434-9933                       Fax: 617-434-9933
------------------------------------------------------------------------------------------------------------------
Wells Fargo Bank, National          201 Third Street                        201 Third Street
Association                         MAC A0187-081                           MAC A0187-081
                                    San Francisco, CA 94103                 San Francisco, CA 94103
                                    Attn: Ginnie Padgett                    Attn: Ginnie Padgett
                                    Tel: 415-477-5374                       Tel: 415-477-5374
                                    Fax: 415-512-1943                       Fax: 415-512-1943
------------------------------------------------------------------------------------------------------------------
The Bank of New York                One Wall Street, /8/th Floor            One Wall Street, /8/th Floor
                                    New York, NY 10286                      New York, NY 10286
                                    Attn: Madlyn Myrick                     Attn: Madlyn Myrick
                                    Tel: 212-635-1366                       Tel: 212-635-1366
                                    Fax: 212-635-1481                       Fax: 212-635-1481
------------------------------------------------------------------------------------------------------------------
The Fuji Bank, Limited              333 South Hope Street, /39/th Floor     333 South Hope Street, /39/th Floor
                                    Los Angeles , CA 90071-1406             Los Angeles, CA 90071-1406
                                    Attn: Sandy Walker                      Attn: Sandy Walker
                                    Tel: 213-253-4136                       Tel: 213-253-4136
                                    Fax: 213-253-4178                       Fax: 213-253-4178
------------------------------------------------------------------------------------------------------------------
U.S. Bank National Association      555 S.W. Oak Street, PL-4               555 S.W. Oak Street, PL-4
                                    Portland, Oregon 97204                  Portland, Oregon 97204
                                    Attn: Jan Knox                          Attn: Jan Knox
                                    Tel: 503-275-6561                       Tel: 503-275-6561
                                    Fax: 503-275-4600                       Fax: 503-275-4600
------------------------------------------------------------------------------------------------------------------
Banca Nazionale Del Lavoro S.p.A.   25 West 51/st/ Street                   25 West 51/st/ Street
New York Branch                     New York, N.Y. 10019                    New York, N.Y. 10019
                                    Attn: A. Hernandez                      Attn: A. Hernandez
                                    Tel: 212-314-0679                       Tel: 212-314-0679
                                    Fax: 212-765-2978                       Fax: 212-765-2978
------------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia             580 California Street                   580 California Street
                                    Suite 2100                              Suite 2100
                                    San Francisco, CA 94104                 San Francisco, CA 94104
                                    Attn: Mark Sparrow                      Attn: Mark Sparrow
                                    Tel: 415-986-1100                       Tel: 415-986-1100
                                    Fax: 415-397-0791                       Fax: 415-397-0791
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                Sch.-I-B Page 2
<PAGE>

                                  Schedule II

                                EXISTING LIENS


                                     None.

                                Sch.-II Page 1
<PAGE>

                                 Schedule III

                               CHANGE OF CONTROL


1.  Donald G. Fisher

2.  Doris Fisher

3.  Millard S. Drexler

4.  Any person related by blood or marriage to any of the foregoing persons and
    any trust as to which any of such persons has beneficial ownership of the
    assets of the trust.

5.  The executive officers of The Gap, Inc. as of June 26, 2001.

                                Sch.-III Page 1
<PAGE>

                                  Schedule IV

               OUTSTANDING BALANCE OF EXISTING LETTERS OF CREDIT

$1,047,181,607.00

                                Sch.-IV Page 1
<PAGE>

                                  Schedule V

                                LC SUBSIDIARIES
                        (As of date of this Agreement)


1.  Banana Republic, Inc.

2.   Old Navy Inc.

3.   Banana Republic (Canada) Inc.

4.   Old Navy (Canada) Inc.

5.   Gap (Canada) Inc.

6.   Gap International Sourcing Limited

7.   Gap International Sourcing Pte. Ltd.

8.   Gap (Japan) K.K.

9.   Gap International Sourcing (Holdings) Limited

10.  Gap (Netherlands) B.V.

11.  Gap International B.V.

12.  GPS Consumer Direct, Inc.

                                 Sch.-V Page 1
<PAGE>

                                  Schedule VI

                             PERMITTED INVESTMENTS

1.   Obligations issued or guaranteed by the United States Government.

2.   Commercial paper of issuers having a rating of P-1 by Moodys or A-1 by S&P.

3.   Banker's acceptances, certificates of deposit and eurodollar time deposits
     (including bank money market funds) from commercial banks with commercial
     paper ratings (or equivalent long-term debt ratings) as specified in 2
     above.

4.   Tax-exempt securities rated Aaa by Moodys or AAA by S&P or Aa by Moodys or
     AA by S&P or A by Moodys or A by S&P.

5.   Secured repurchase agreements involving any of the instruments referred to
     in 1-4 above and having the ratings specified in 1-4 above, as applicable,
     with an institution or institutions whose commercial paper (or long term
     debt rating) satisfies the criteria specified in 2 above.

6.   Money market preferred stock (not issued by a thrift, saving and loans
     institution or analogous institution) rated Aaa by Moodys or AAA by S&P.

7.   Loan participations purchased from major money center banks provided the
     borrower associated with such participation has a long-term debt rating of
     P-1 by Moodys or A-1 by S&P.

     Moodys = Moody's Investors Service, Inc.
     S&P = Standard & Poor's Ratings Services, a division of the McGraw-Hill
     Companies, Inc.

                                Sch.-VI Page 1
<PAGE>

                                 Schedule VII

                                    PLANS:

GapShare Plan

Employee Benefit Premium Payment Plan - (Pre-tax employee contributions under
medical, dental plans)

Life Insurance and Accidental Death and Dismemberment Plan

Health Insurance Plan (HMOs and Employee Assistance Plan)

Short Term Disability Plan

Long Term Disability Plan

Tuition Reimbursement Program

Vision Care Plan

Gap Inc. Medical and Dental Plans

Business Travel Accident Plan

Dependent Care Assistance Plan

                                Sch.-VII Page 1
<PAGE>

                                  EXHIBIT A-1

                             NOTICE OF A BORROWING

Citicorp USA Inc., as Agent
   for the Lenders parties to
   the Credit Agreement
   referred to below

Attention:

                                    [Date]

Ladies and Gentlemen:

          The undersigned, The Gap, Inc., refers to the Third Amended and
Restated Credit Agreement, dated as of June 26, 2001 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement",
                                                           ----------------
the terms defined therein being used herein as therein defined), among the
undersigned, certain of the undersigned's Subsidiaries, certain Lenders parties
thereto, Citibank, N.A., as Issuing Bank, certain Co-Syndication Agents parties
thereto, the Documentation Agent, Salomon Smith Barney Inc. as Arranger, and
Citicorp USA Inc., as Agent for said Lenders, and the Issuing Bank, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement
that the undersigned hereby requests an A Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such A
Borrowing (the "Proposed A Borrowing") as required by Section 2.02(a) of the
                --------------------
Credit Agreement:

          (i)   The Business Day of the Proposed A Borrowing is ___________,
____.

          (ii)  The Type of A Advances comprising the Proposed A Borrowing is
     [Base Rate Advances] [Eurodollar Rate Advances].

          (iii) The aggregate amount of the Proposed A Borrowing is
     $___________.

          (iv)  The Interest Period for each A Advance made as part of the
     Proposed A Borrowing is [____ month[s]].

          *[(v) The Proposed A Borrowing is a Supplemental A Borrowing, and
     after giving effect thereto (x) the outstanding principal amount of all
     Supplemental A Borrowings does not exceed the amount equal to $200,000,000
     less the aggregate amount of all A Commitment Increases pursuant to Section
     2.05(b) and (y) the sum of the outstanding principal amount of all
     Supplemental A Borrowings and the outstanding aggregate amount of all
     Letter of Credit Liability does not exceed $600,000,000.]


____________________________
*   If applicable

                                 Exh. A-1 Page 1
<PAGE>

          The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed A
Borrowing:

          (A) the representations and warranties contained in Section 6.01 of
     the Credit Agreement are correct, before and after giving effect to the
     Proposed A Borrowing and to the application of the proceeds therefrom, as
     though made on and as of such date; and

          (B) no event has occurred and is continuing, or would result from such
     Proposed A Borrowing or from the application of the proceeds therefrom,
     which constitutes an Event of Default or Default.

                              Very truly yours,

                              THE GAP, INC.

                              By________________________________________________
                                   Name:
                                   Title:

                                Exh. A-1 Page 2
<PAGE>

                                  EXHIBIT A-2

                             NOTICE OF B BORROWING

Citicorp USA Inc., as Agent
   for the Lenders parties to
   the Credit Agreement
   referred to below

Attention:

                                    [Date]

Ladies and Gentlemen:

          The undersigned, The Gap, Inc., refers to the Third Amended and
Restated Credit Agreement, dated as of June 26, 2001 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement,"
                                                           ----------------
the terms defined therein being used herein as therein defined), among the
undersigned, certain of the undersigned's Subsidiaries, certain Lenders parties
thereto, Citibank, N.A., as Issuing Bank, certain Co-Syndication Agents parties
thereto, the Documentation Agent, Salomon Smith Barney Inc. as Arranger, and
Citicorp USA Inc., as Agent for said Lenders, and the Issuing Bank, and hereby
gives you notice pursuant to Section 2.03 of the Credit Agreement that the
undersigned hereby requests a B Borrowing under the Credit Agreement, and in
that connection sets forth the terms on which such B Borrowing (the "Proposed B
                                                                     ----------
Borrowing") is requested to be made:
---------

          (A)  Date of B Borrowing       _________________

          (B)  Amount of B Borrowing     _________________

          (C)  Maturity Date             _________________

          (D)  Interest Rate Basis       _________________

          (E)  Interest Payment Date(s)  _________________

          The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed B
Borrowing:

          (a)  the representations and warranties contained in Section 6.01 of
     the Credit Agreement are correct, before and after giving effect to the
     Proposed B Borrowing and to the application of the proceeds therefrom, as
     though made on and as of such date;

          (b)  no event has occurred and is continuing, or would result from the
     Proposed B Borrowing or from the application of the proceeds therefrom,
     which constitutes an Event of Default or Default;

          (c)  no event has occurred and no circumstance exists as a result of
     which the information concerning the undersigned that has been provided to
     the Agent and each Lender by

                                Exh. A-2 Page 1
<PAGE>

     the undersigned in connection with the Credit Agreement would, taken as a
     whole, include an untrue statement of a material fact or omit to state any
     material fact or any fact necessary to make the statements contained
     therein, in the light of the circumstances under which they were made, not
     misleading; and

          (d) the aggregate amount of the Proposed B Borrowing and all other
     Borrowings to be made on the same day under the Credit Agreement is within
     the aggregate amount of the unused A Commitments of the A Lenders.

          The undersigned hereby confirms that the Proposed B Borrowing is to be
made available to it in accordance with Section 2.03(a)(v) of the Credit
Agreement.

                                   Very truly yours,

                                   THE GAP INC.

                                        By____________________________________
                                         Name:
                                         Title:

                                Exh. A-2 Page 2
<PAGE>

                                   EXHIBIT B

                           ASSIGNMENT AND ACCEPTANCE

                               Dated _________,

          Reference is made to the Third Amended and Restated Credit Agreement,
dated as of June 26, 2001 (the "Credit Agreement"), among The Gap, Inc., a
                                ----------------
Delaware corporation (the "Borrower"), certain Subsidiaries of the Borrower, as
                           --------
"LC Subsidiaries," the Lenders (as defined in the Credit Agreement), Citibank,
 ---------------
N.A., as Issuing Bank, certain Co-Syndication Agents parties thereto, the
Documentation Agent, Salomon Smith Barney Inc. as Arranger, and Citicorp USA
Inc., as Agent for the Lenders and Issuing Bank (the "Agent").  Terms defined in
                                                      -----
the Credit Agreement are used herein with the same meaning.

          __________ (the "Assignor") and ____________(the "Assignee") agree as
                           --------                         --------
follows:

          1.  The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, such respective
interests in and to all of the Assignor's rights and obligations under the
Credit Agreement as of the date hereof (other than in respect of B Advances)
which represent the respective percentage interests specified on Schedule 1 of
all outstanding rights and obligations under the Credit Agreement (other than in
respect of B Advances) in respect of (i) the Assignor's A Commitment and the A
Advances owing to the Assignor and/or (ii) the LC Commitment and participations
in Letter of Credit Liability of the Assignor.  After giving effect to such sale
and assignment, (x) the Assignee's A Commitment and the amount of the A Advances
owing to the Assignee and (y) such Assignee's LC Commitment and participations
in Letter of Credit Liability will be as set forth, respectively, in Section 2
of Schedule 1.

          2.  The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interests being assigned by it hereunder and that such
interests are free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any LC
Subsidiary or the performance or observance by the Borrower or any LC Subsidiary
of any of its respective obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.

          3.  The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 6.01 thereof 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 Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Issuing Bank, 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 Credit Agreement; (iii) confirms that it is an Eligible
Assignee; (iv) appoints and authorizes the Agent and the Issuing Bank to take
such action on its behalf and to exercise such powers under the Credit Agreement
as are delegated to the Agent and the Issuing Bank by the terms thereof,
together with such powers as are reasonably incidental thereto; (v) agrees that
it will perform in

                                 Exh. B Page 1
<PAGE>

accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender; [and] (vi)
specifies as its Domestic Lending Office (and address for notices) and
Eurodollar Lending Office the offices set forth beneath its name on the
signature pages hereof [and (vii) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying as to the Assignee's status for
purposes of determining exemption from United States withholding taxes with
respect to all payments to be made to the Assignee under the Credit Agreement or
such other documents as are necessary to indicate that all such payments are
subject to such rates at a rate reduced by an applicable tax treaty].*

          4.  Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to the Agent for acceptance and
recording by the Agent.  The effective date of this Assignment and Acceptance
shall be the date of acceptance thereof by the Agent, unless otherwise specified
on Schedule 1 hereto (the "Effective Date").
                           --------------

          5.  Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

          6.  Upon such acceptance and recording by the Agent, from and after
the Effective Date, the Agent shall make (and shall direct the Issuing Bank to
make) all payments under the Credit Agreement in respect of the interests
assigned hereby (including, without limitation, all payments of principal,
interest and utilization fees, facility fees and letter of credit facility fees
with respect thereto) to the Assignee.  The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement for periods prior
to the Effective Date directly between themselves.

          7.  This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1 hereto.


________________
*  If the Assignee is organized under the laws of a jurisdiction outside the
United States.

                                 Exh. B Page 2
<PAGE>

                                  Schedule 1
                                      to
                           Assignment and Acceptance
                                 Dated _____,

Section 1.

Percentage Interest in A Commitment and A Advances:                      __
Percentage Interest in LC Commitment and participations in Letter of
          Credit Liability:                                              __

Section 2.

Assignee's A Commitment:                                                 $_
Assignee's LC Commitment                                                 $_
Aggregate outstanding principal amount of A Advances owing to Assignee:  $_
Aggregate outstanding amount of Assignee's
          participations in Letter of Credit Liability:                  $_

Section 3.

Effective Date*:            _________  , ____


                                    [NAME OF ASSIGNOR]

                                    By:_____________________________
                                       Title:

                                    [NAME OF ASSIGNEE]

                                    By:_____________________________
                                       Title:

                                    Domestic Lending Office (and
                                    address for notices):
                                         [Address]

                                    Eurodollar Lending Office:
                                         [Address]

___________________
*  This date should be no earlier than the date of acceptance by the Agent.

               Schedule 1 to Assignment and Acceptance - Page 1
<PAGE>

Accepted this ____ day
of        ,

CITICORP USA, INC., as Agent

By:____________________________
   Title:

               Schedule 1 to Assignment and Acceptance - Page 2
<PAGE>

                                  EXHIBIT E-1

                      FORM OF A BORROWING PROMISSORY NOTE

$___________                                          Dated:  _________ __, ____

          FOR VALUE RECEIVED, the undersigned, The Gap, Inc., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
                  --------
[_________________________] (the "Lender") for the account of its Applicable
                                  ------
Lending Office on the Revolver Termination Date (as those terms are defined in
the Credit Agreement referred to below) the aggregate principal amount of the A
Advances (as defined below) owing to the Lender by the Borrower pursuant to the
Third Amended and Restated Credit Agreement dated as of June 26, 2001 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "Credit Agreement," terms defined therein, unless otherwise defined
           ----------------
herein, being used herein as therein defined), among the Borrower, certain
subsidiaries of the Borrower, the Lender and certain other banks and financial
institutions party thereto as Lenders, Citibank, N.A., as Issuing Bank, Bank of
America, N.A., HSBC Bank USA and ABN AMRO BANK N.V., as Co-Syndication Agents,
the Documentation Agent, Salomon Smith Barney Inc., as Arranger, and Citicorp
USA Inc. ("CUSA"), as Agent.
           ----

          The Borrower also promises to pay interest on the unpaid principal
amount of each A Advance from the date of such A Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement. Both principal and interest are payable
in lawful money of the United States of America to CUSA, as Agent, at 399 Park
Avenue, New York, New York 10043 (or at such other address as the Agent may
specify to the Borrower in writing) in same day funds, free and clear of and
without any deduction, with respect to the payee named above, subject to Section
4.02 of the Credit Agreement, for any and all present and future taxes,
deductions, charges or withholdings, and all liabilities with respect thereto.

          The Lender is authorized to record the date of each A Advance or
Conversion or continuation thereof, each payment or prepayment of principal with
respect thereto and, in the case of Eurodollar Rate Advances, each Interest
Period and the interest rate applicable thereto, in the Lender's internal
records and, prior to any transfer hereof, on a schedule annexed hereto and made
a part hereof, and any such notation shall constitute prima facie evidence of
the accuracy of the information so recorded.

          This Promissory Note is issued pursuant to Section 2.02(f) of, and is
entitled to the benefits of, the Credit Agreement.  The Credit Agreement, among
other things, (i) provides for the making of advances (the "A Advances") by the
                                                            ----------
Lender to the Borrower from time to time in an aggregate amount not to exceed at
any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such A Advance being evidenced
by this Promissory Note, and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

          The Borrower hereby waives presentment, demand, protest and notice of
any kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

                               Exh. E-1 - Page 1
<PAGE>

     This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York, United States, without reference to
principles of conflicts of laws other than New York General Obligations Law (S)
5-1401.

                              THE GAP, INC.

                              By___________________________
                                  Title:

                               Exh. E-1 - Page 2
<PAGE>

                                  EXHIBIT E-2

                        FORM OF AUCTION BORROWING NOTE

$ ___________                                          Dated: ____________, ____

          FOR VALUE RECEIVED, the undersigned, THE GAP, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
                  --------
____________________ (the "Lender") for the account of its Applicable Lending
                           ------
Office (as defined in the Credit Agreement referred to below), on _________,
____, the principal amount of _______________________ Dollars ($ _________).

          The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

     Interest Rate:  _____% per annum (calculated on the basis of a year of
     _____ days for the actual number of days elapsed).

     [Insert variable calculation if applicable]

     Interest Payment Date or Dates: _______________________________________

          Both principal and interest are payable in lawful money of the United
States of America to _________________________ for the account of the Lender
at the office of ______________________, at __________________________________,
in same day funds, free and clear of and without any deduction, with respect to
the payee named above, subject to Section 4.02 of the Credit Agreement referred
to below, for any and all present and future taxes, deductions, charges or
withholdings, and all liabilities with respect thereto.

          This Promissory Note is one of the promissory notes referred to in
Section 2.03(f) of the Third Amended and Restated Credit Agreement, dated as of
June 26, 2001, among the Borrower, the Lenders party thereto, Citibank, N.A., as
Issuing Bank, certain Co-Syndication Agents parties thereto, the Documentation
Agent, Salomon Smith Barney Inc., as Arranger, and Citicorp USA Inc., as Agent
for the Lender and such other Lenders and the Issuing Bank (such Credit
Agreement, as it may be amended, restated or otherwise modified, being the

"Credit Agreement").  The Credit Agreement, among other things, contains
 ----------------
provisions for acceleration of the maturity hereof upon the happening of certain
stated events.

          The Borrower hereby waives presentment, demand, protest and notice of
any kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

                               Exh. E-2 - Page 1
<PAGE>

          This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York, United States, without reference to
principles of conflicts of laws other than New York General Obligations Law (S)
5-1401.

                                 THE GAP INC.

                                 By __________________________________________
                                     Name:
                                     Title:

                               Exh. E-2 - Page 2
<PAGE>

                                   EXHIBIT F

                          FORM OF ASSUMPTION AGREEMENT


                                                   Dated:  _____________, ______


The Gap, Inc.
900 Cherry Avenue
San Bruno, California 94066

Attention:  Treasurer


Citicorp USA, Inc.,
  as Agent
399 Park Avenue
New York, New York 10043

Attention:  Credit Administration

Ladies and Gentlemen:

          Reference is made to the Third Amended and Restated Credit Agreement,
dated as of June 26, 2001 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement," the terms defined therein
                                 ----------------
being used herein as therein defined), among The Gap, Inc., a Delaware
corporation (the "Borrower"), certain Subsidiaries of the Borrower, certain
                  --------
Lenders party thereto, Citibank, N.A., as Issuing Bank, certain Co-Syndication
Agents parties thereto, the Documentation Agent, Salomon Smith Barney Inc., as
Arranger, and Citicorp USA, Inc., as agent for such Lenders and the Issuing
Bank.

          The undersigned (the "Assuming Lender") proposes to become an Assuming
                                ---------------
Lender pursuant to Section 2.05(b) of the Credit Agreement and, in that
connection, hereby agrees that it shall become an A Lender for purposes of the
Credit Agreement on the applicable A Commitment Increase Effective Date and that
its A Commitment shall as of such date be $__________.

          The undersigned (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 6.01(e) thereof, the most recent financial statements referred to in
Section 7.04 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assumption Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement as are delegated
to the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms all of the

                                Exh. F - Page 1
<PAGE>

obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender; (v) confirms that it is an Eligible Assignee; (vi)
specifies as its Applicable Lending Offices (and address for notices) the
offices set forth beneath its name on the signature pages hereof; and (vii)
attaches the forms prescribed by the Internal Revenue Service of the United
States required under Section 4.02 of the Credit Agreement.

          The effective date for this Assumption Agreement shall be applicable A
Commitment Increase Effective Date.  Upon delivery of this Assumption Agreement
to the Borrower and the Agent, and satisfaction of all conditions imposed under
Section 2.05(b) as of [date specified above], the undersigned shall be a party
to the Credit Agreement and have the rights and obligations of an A Lender
thereunder.  As of [date specified above], the Agent shall make all payments
under the Credit Agreement in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees) to the Assuming Lender.

          This Assumption Agreement may be executed in counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed counterpart by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assumption Agreement.

                                Exh. F - Page 2
<PAGE>

          This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                         Very truly yours,


                                         [NAME OF ASSUMING LENDER]


                                         By________________________
                                         Name:
                                         Title:

                                         Domestic Lending Office
                                         (and address for notices):

                                         [Address]

                                         Eurodollar Lending Office

                                         [Address]

Acknowledged and Agreed to:

THE GAP, INC.

By______________________
       Name:
       Title:

CITICORP USA, INC.

By______________________
       Name:
       Title:

                                 Exh. F - Page 3