exv10w1



 



EXHIBIT 10.1


EXECUTION COUNTERPART


CAPITAL ONE FINANCIAL CORPORATION



CAPITAL ONE BANK



CAPITAL ONE, F.S.B.



CAPITAL ONE BANK (EUROPE) PLC











$1,000,000,000



CREDIT AGREEMENT



Dated as of May 5, 2003











J.P. MORGAN SECURITIES INC.

as Book Manager and Lead Arranger



BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

CITIBANK, N.A.,

CREDIT SUISSE FIRST BOSTON,

DEUTSCHE BANK AG, NEW YORK BRANCH,

LEHMAN COMMERCIAL PAPER INC., and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Syndication Agents



JPMORGAN CHASE BANK

as Administrative Agent



 






 





TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	 	Page
	SECTION 1. Definitions and Accounting Matters
	 	 	1	 
	 	1.01 Certain Defined Terms
	 	 	1	 
	 	1.02 Accounting Terms and Determinations
	 	 	20	 
	 	1.03 Currencies and Types of Loans
	 	 	21	 
	 	1.04 EMU
	 	 	21	 
	SECTION 2. Commitments, Loans, and Prepayments
	 	 	22	 
	 	2.01 Syndicated Loans
	 	 	22	 
	 	2.02 Borrowings of Syndicated Loans
	 	 	23	 
	 	2.03 Money Market Loans
	 	 	23	 
	 	2.04 Changes of Commitments
	 	 	28	 
	 	2.05 Fees
	 	 	28	 
	 	2.06 Lending Offices
	 	 	29	 
	 	2.07 Several Obligations; Remedies Independent
	 	 	29	 
	 	2.08 Evidence of Debt
	 	 	29	 
	 	2.09 Prepayments
	 	 	30	 
	 	2.10 Increases in Commitments
	 	 	31	 
	 	2.11 Undertaking of COB
	 	 	32	 
	SECTION 3. Payments of Principal and Interest
	 	 	34	 
	 	3.01 Repayment of Loans
	 	 	34	 
	 	3.02 Interest
	 	 	34	 
	SECTION 4. Payments; Pro Rata Treatment; Computations; Etc.
	 	 	35	 
	 	4.01 Payments
	 	 	35	 
	 	4.02 Pro Rata Treatment
	 	 	36	 
	 	4.03 Computations
	 	 	36	 
	 	4.04 Minimum Amounts
	 	 	36	 
	 	4.05 Certain Notices
	 	 	37	 
	 	4.06 Non-Receipt of Funds by the Administrative Agent
	 	 	38	 
	 	4.07 Sharing of Payments, Etc.
	 	 	38	 
	SECTION 5. Yield Protection, Etc.
	 	 	39	 
	 	5.01 Additional Costs
	 	 	40	 
	 	5.02 Limitation on Types of Loans
	 	 	42	 
	 	5.03 Illegality; Agreed Alternative Currencies
	 	 	42	 
	 	5.04 Treatment of Affected Loans
	 	 	43	 
	 	5.05 Compensation
	 	 	43	 
	 	5.06 Taxes
	 	 	44	 
	 	5.07 Replacement of Lenders
	 	 	47	 



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	 	Page
	SECTION 6. Conditions Precedent
	 	 	47	 
	 	6.01 Conditions to Effectiveness
	 	 	47	 
	 	6.02 Initial and Subsequent Loans
	 	 	49	 
	SECTION 7. Representations and Warranties
	 	 	50	 
	 	7.01 Corporate Existence
	 	 	50	 
	 	7.02 Financial Condition
	 	 	50	 
	 	7.03 Litigation
	 	 	50	 
	 	7.04 No Breach
	 	 	50	 
	 	7.05 Action
	 	 	51	 
	 	7.06 Approvals
	 	 	51	 
	 	7.07 Use of Credit
	 	 	51	 
	 	7.08 ERISA
	 	 	51	 
	 	7.09 Taxes
	 	 	52	 
	 	7.10 Investment Company Act
	 	 	52	 
	 	7.11 Public Utility Holding Company Act
	 	 	52	 
	 	7.12 Environmental Matters
	 	 	52	 
	 	7.13 True and Complete Disclosure
	 	 	52	 
	SECTION 8. Covenants
	 	 	53	 
	 	8.01 Financial Statements Etc.
	 	 	53	 
	 	8.02 Litigation
	 	 	58	 
	 	8.03 Existence, Etc.
	 	 	58	 
	 	8.04 Insurance
	 	 	59	 
	 	8.05 Prohibition of Fundamental Changes
	 	 	59	 
	 	8.06 Limitation on Liens
	 	 	60	 
	 	8.07 Financial Covenants
	 	 	61	 
	 	8.08 Regulatory Capital
	 	 	62	 
	 	8.09 Lines of Business
	 	 	62	 
	 	8.10 Use of Proceeds
	 	 	62	 
	SECTION 9. Events of Default
	 	 	63	 
	SECTION 10. The Administrative Agent
	 	 	66	 
	 	10.01 Appointment, Powers and Immunities
	 	 	66	 
	 	10.02 Reliance by Administrative Agent
	 	 	67	 
	 	10.03 Defaults
	 	 	67	 
	 	10.04 Rights as a Lender
	 	 	68	 
	 	10.05 Indemnification
	 	 	68	 
	 	10.06 Non-Reliance on Administrative Agent and Other Lenders
	 	 	68	 
	 	10.07 Failure to Act
	 	 	69	 
	 	10.08 Resignation or Removal of Administrative Agent
	 	 	69	 
	 	10.09 Co-Agents; Etc.
	 	 	69	 



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	 	Page
	SECTION 11. Miscellaneous
	 	 	70	 
	 	11.01 Waiver
	 	 	70	 
	 	11.02 Notices
	 	 	70	 
	 	11.03 Expenses, Etc.
	 	 	71	 
	 	11.04 Amendments, Etc.
	 	 	72	 
	 	11.05 Successors and Assigns
	 	 	72	 
	 	11.06 Assignments and Participations
	 	 	73	 
	 	11.07 Survival
	 	 	76	 
	 	11.08 Captions
	 	 	76	 
	 	11.09 Counterparts
	 	 	76	 
	 	11.10 Governing Law; Submission to Jurisdiction
	 	 	76	 
	 	11.11 Waiver of Jury Trial
	 	 	76	 
	 	11.12 Treatment of Certain Information; Confidentiality
	 	 	76	 




	 	 	 	 	 
	SCHEDULE 2.01	
—
	 	Commitments
	SCHEDULE 7.03	
—
	 	Certain Litigation
	 
	EXHIBIT A-1	 —	Form of Note
	EXHIBIT A-2	 —	Form of Money Market Note
	EXHIBIT B-1
	 —	Form of
Opinion of McGuireWoods LLP, special U.S. counsel to the Borrowers
	EXHIBIT B-2
	 —	Form of
Opinion of Hammonds, special English counsel to the Borrowers
	EXHIBIT B-3
	 —	Form of
Opinion of John G. Finneran, Jr., Esq., counsel to the Borrowers
	EXHIBIT C	 —	Form of
Opinion of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to JPMorgan
	EXHIBIT D	 —	Form of Notice of Borrowing of Syndicated Loans
	EXHIBIT E	 —	Form of Money Market Quote Request
	EXHIBIT F	 —	Form of Money Market Quote
	EXHIBIT G	 —	Form of Confidentiality Agreement
	EXHIBIT H	 —	Form of Assignment and Assumption
	EXHIBIT I	 —	Form of Commitment Increase Letter
	EXHIBIT J	 —	Form of Drawing Certificate



Credit Agreement




 







 



		
	 	     CREDIT AGREEMENT dated as of May 5, 2003 among:




		
	 	     CAPITAL ONE FINANCIAL CORPORATION, a corporation organized under the
laws of the State of Delaware (“COFC”);
	 
	 	     CAPITAL ONE BANK, a bank organized under the laws of the
Commonwealth of Virginia (“COB”);
	 
	 	     CAPITAL ONE, F.S.B., a Federal savings bank organized under the laws
of the United States of America (“FSB”);
	 
	 	     CAPITAL ONE BANK (EUROPE) PLC, a corporation organized under the
laws of England (“COBE”; each of COFC, COB, FSB and COBE is herein
referred to as a “Borrower” and, collectively, as the “Borrowers”);
	 
	 	     each lender that is a signatory hereto identified under the caption
“LENDERS” on the signature pages hereto and each lender that becomes a
“Lender” after the date hereof pursuant to Section 11.06(b) hereof
(individually, a “Lender” and, collectively, the “Lenders”); and
	 
	 	     JPMORGAN CHASE BANK, as agent for the Lenders (in such capacity,
together with its successors in such capacity, the “Administrative
Agent”).



           The Borrowers have requested that the Lenders agree to make loans to them
in an aggregate amount, subject to Section 2.10 hereof, up to but not exceeding
$1,000,000,000 at any one time outstanding, to be used for general corporate
purposes, and the Lenders and the Administrative Agent are willing to make such
loans, on and subject to the terms and conditions provided herein.



           Accordingly, the parties hereto hereby agree as follows:



          SECTION 1. Definitions and Accounting Matters.



           1.01 Certain Defined Terms. As used herein, the following terms shall have
the following meanings (all terms defined in this Section 1.01 or in other
provisions of this Agreement in the singular to have the same meanings when
used in the plural and vice versa):



           “Administrative Agent’s Account” shall mean (a) in respect of (i) Dollars,
the account of the Administrative Agent most recently designated by the
Administrative Agent for such purpose by notice to the Lenders, (ii) Pounds
Sterling, account number 36254290,
maintained by JPMorgan with J.P. Morgan Europe Limited,
London SWIFT CHASGB22,
Sort Code: 40-52-06C, or (iii) Euro, account number 6001600037, maintained by
JPMorgan with JPMorgan Chase Bank, Frankfurt, SWIFT CHASDEFX, Favour: J.P.
Morgan Europe Limited,


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2





London SWIFT CHASGB22, or (b) any other account in
respect of any Alternative Currency as the Administrative Agent shall designate
in a notice to the Borrowers and the Lenders.


          “Administrative Questionnaire” shall mean an Administrative Questionnaire
in a form supplied by the Administrative Agent.



          “Affiliate” shall mean, with respect to any specified Person, any other
Person that directly or indirectly controls, or is under common control with,
or is controlled by, the specified Person. As used in this definition,
“control” (including, with its correlative meanings,
“controlled by” and “under
common control with”) shall mean possession, directly or indirectly, of power
to direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise). Notwithstanding the foregoing, (a) no individual shall
be an Affiliate of a specified Person solely by reason of his or her being a
director, officer or employee of such specified Person or any of its
Subsidiaries and (b) a Person and its Subsidiaries shall not be Affiliates of
one another.



          “Agreed Alternative Currency” shall mean at any time either of Euros and
Pounds Sterling, so long as at such time, (a) such currency is dealt with in
the London interbank deposit market, (b) such currency is freely transferable
and convertible into Dollars in the London foreign exchange market and (c) no
central bank or other governmental authorization in the country of issue of
such currency is required to permit use of such currency by any Lender for
making any Loan hereunder and/or to permit the relevant Borrower to borrow and
repay the principal thereof and to pay the interest thereon, unless such
authorization has been obtained.



          “Alternative Currency” shall mean at any time any Agreed Alternative
Currency and any other currency (other than Dollars) so long as at such time,
(a) such currency is dealt with in the London interbank deposit market, (b)
such currency is freely transferable and convertible into Dollars in the London
foreign exchange market and (c) no central bank or other governmental
authorization in the country of issue of such currency is required to permit
use of such currency by any Lender for making any Loan hereunder and/or to
permit the relevant Borrower to borrow and repay the principal thereof and to
pay the interest thereon, unless such authorization has been obtained.



          “Applicable
  Facility Fee Percentage”, “Applicable Margin” with
  respect to Base Rate Loans, “Applicable Margin” with respect
  to Eurocurrency Loans and “Applicable Utilization Fee Percentage”
  shall mean, for any day, the respective rate per annum set forth in the table
  below opposite the Rating Level prevailing on such day under the caption “Applicable
  Facility Fee Percentage”, “Applicable Margin with respect to Base
  Rate Loans” “Applicable Margin with respect to Eurocurrency Loans”
  or “Applicable Utilization Fee Percentage”, as the case may be: 

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3





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Margin with	 	Applicable	 	 	 	 
	 	 	Applicable	 	respect to	 	Margin with	 	Applicable
	 	 	Facility Fee	 	Eurocurrency	 	respect to Base	 	Utilization Fee
	Rating Level	 	Percentage	 	Loans	 	Rate Loans	 	Percentage
	
	 	
	 	
	 	
	 	

	Rating Level 1
	 	 	0.100	%	 	 	0.525	%	 	 	0.000	%	 	 	0.125	%
	Rating Level 2
	 	 	0.150	%	 	 	0.725	%	 	 	0.000	%	 	 	0.250	%
	Rating Level 3
	 	 	0.250	%	 	 	1.000	%	 	 	0.250	%	 	 	0.500	%
	Rating Level 4
	 	 	0.300	%	 	 	1.200	%	 	 	0.500	%	 	 	0.500	%
	Rating Level 5
	 	 	0.375	%	 	 	1.875	%	 	 	1.250	%	 	 	0.750	%
	Rating Level 6
	 	 	0.500	%	 	 	2.250	%	 	 	1.750	%	 	 	1.000	%
	Rating Level 7
	 	 	0.500	%	 	 	2.750	%	 	 	2.250	%	 	 	1.000	%



Each change in the Applicable Facility Fee Percentage, Applicable Margin with
respect to Eurocurrency Loans, Applicable Margin with respect to Base Rate
Loans and the Applicable Utilization Fee Percentage resulting from a change in
the Debt Rating shall become effective on the date of announcement or
publication by the respective Rating Agencies of a change in the Debt Rating
or, in the absence of such announcement or publication, on the effective date
of such change.


          With respect to any utilization fee payable under Section 2.05(b) hereof,
the Applicable Utilization Fee Percentage on any date of determination shall be
computed by reference to the Rating Level of the Borrower that results in the
accrual on such day under Section 2.05(b) hereof of the greatest amount of
utilization fee.



          “Applicable Lending Office” shall mean, for each Lender and for each Type
and Currency of Loan, the “Lending Office” of such Lender (or of an affiliate
of such Lender) designated for such Type and Currency of Loan in its
Administrative Questionnaire or such other office of such Lender (or of an
affiliate of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrowers as the office by which its Loans of such
Type and Currency are to be made and maintained.



          “Assignment and Assumption” shall mean an assignment and assumption



Credit Agreement



 






 





4




agreement entered into by a Lender and an assignee (with the consent of any
Person whose consent is required by Section 11.06(b) hereof), and accepted by
the Administrative Agent, in the form of Exhibit H or any other form approved
by the Administrative Agent.


          “Average”, as used in Section 2.05 hereof with respect to the aggregate
outstanding principal amount of any Loans or the aggregate amount of any
Commitments, shall mean, for any Computation Period, the average aggregate
outstanding principal amount of such Loans or the average aggregate amount of
such Commitments, as the case may be, over such Computation Period (excluding
the last day of such Computation Period).



          “Bank Regulatory Authority” shall mean the Board of Governors of the
Federal Reserve System, the Comptroller of the Currency, the Federal Deposit
Insurance Corporation, the FSA and all other relevant bank regulatory
authorities (including, without limitation, relevant state bank regulatory
authorities).



          “Bankruptcy Code” shall mean the Federal Bankruptcy Code of 1978, as
amended from time to time.



          “Base Rate” shall mean, for any day, a rate per annum equal to the higher
of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b) the Prime
Rate for such day. Each change in any interest rate provided for herein based
upon the Base Rate resulting from a change in the Base Rate shall take effect
at the time of such change in the Base Rate.



          “Base Rate Loans” shall mean Syndicated Loans that bear interest at rates
based upon the Base Rate.



          “Basic Documents” shall mean this Agreement and the Notes.



          “Basle Accord” shall mean the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and Supervisory
Practices in its paper entitled “International Convergence of Capital
Measurement and Capital Standards” dated July 1988, as amended, modified and
supplemented and in effect from time to time or any replacement thereof.



          “Business Day” shall mean any day (a) on which commercial banks are not
authorized or required to close in New York City or London, (b) if such day
relates to the giving of notices or quotes in connection with a LIBOR Auction
in respect of a Loan denominated in Dollars or to a borrowing of, a payment or
prepayment of principal of or interest on, or the Interest Period for, a
Eurocurrency Loan or a LIBOR Market Loan denominated in Dollars or a notice by
a Borrower with respect to any such borrowing, payment, prepayment or Interest
Period, that is also a day on which dealings in Dollar deposits are carried out
in the London interbank market, (c) if such day relates to the giving of
notices or quotes in connection with a LIBOR Auction in respect of a Loan
denominated in an Alternative Currency other than the Euro or to a borrowing
of, a payment or prepayment of principal of or interest on, or the Interest
Period for, a Eurocurrency Loan or a LIBOR Market Loan denominated in an
Alternative



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5




Currency other than the Euro or a notice by a Borrower with respect to any such
borrowing, payment, prepayment or Interest Period, that is also a day on which
commercial banks and foreign exchange markets settle payments in the Principal
Financial Center for the Currency in which such Loan is denominated and (d) if
such day relates to the giving of notices or quotes in connection with a LIBOR
Auction in respect of a Loan denominated in Euros or to a borrowing of, a
payment or prepayment of principal of or interest on, or the Interest Period
for, a Eurocurrency Loan or a LIBOR Market Loan denominated in Euros, or a
notice by a Borrower with respect to any such borrowing, payment, prepayment or
Interest Period, that is also a TARGET Business Day.


          “Capital Lease Obligations” shall mean, for any Person, all obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP, and, for purposes of this Agreement, the
amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP.



          “Code” shall mean the Internal Revenue Code of 1986, as amended from time
to time.



          “COFC
Cumulative Equity Proceeds” shall mean, as of any date of
determination, the aggregate amount of all cash received on or prior to such
date of determination by COFC and its Subsidiaries in respect of any Equity
Issuance effected after March 31, 2003, net of reasonable expenses incurred by
COFC and its Subsidiaries in connection therewith.



          “COFC Cumulative Net Income” shall mean, as of any date of determination,
the aggregate net operating income of COFC and its consolidated Subsidiaries
(determined on a consolidated basis without duplication in accordance with
GAAP) for each fiscal quarter of COFC (a) commencing with the fiscal quarter
ended June 30, 2003 and (b) ending with the fiscal quarter most recently ended
on or prior to such date of determination; provided that COFC Cumulative Net
Income shall be determined exclusive of any fiscal quarter of COFC for which
the net operating income of COFC and its consolidated Subsidiaries (determined
on a consolidated basis without duplication in accordance with GAAP) is less
than zero.



          “Commitment” shall mean, with respect to each Lender, the commitment of
such Lender to make Loans, as such commitment may be (a) reduced from time to
time pursuant to Section 2.04, (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 11.06 or (c)
increased pursuant to Section 2.10 hereof. The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Commitments is $1,000,000,000.



          “Commitment Increase Date” shall have the meaning assigned to such term in
Section 2.10(b) hereof.



Credit Agreement




 








 





6




          “Commitment Increase Letter” shall have the meaning assigned to such term
in Section 2.10(b) hereof.



          “Commitment
  Termination Date” shall mean May 4, 2005; provided that
  if any such day is not a Business Day, then the Commitment Termination Date
  shall be the immediately preceding Business Day. 

          “Computation Period” shall mean, with respect to any utilization fee
payable under Section 2.05 hereof, (a) the period from and including the date
hereof to and including the first day on which such utilization fee is payable
under Section 2.05(c) hereof and (b) thereafter, each period from and including
the last day of the immediately preceding Computation Period to and including
the next succeeding day on which such utilization fee is payable under Section
2.05(c) hereof.



          “Currency” shall mean Dollars or any Alternative Currency.



          “Debt Rating” shall mean, as of any date of determination thereof and with
respect to any Borrower, the ratings most recently published by the Rating
Agencies relating to the unsecured, unsupported senior long-term debt
obligations of such Borrower; provided that (a) the Debt Rating on any date of
determination with respect to FSB or COBE shall be deemed to be the Debt Rating
on such date applicable to COB, (b) if a rating is not at any time assigned by
a Rating Agency to the unsecured, unsupported senior long-term debt obligations
of COFC, the rating assigned to such obligations by such Rating Agency shall be
deemed to be one rating subcategory below the rating assigned by such Rating
Agency to the unsecured, unsupported senior long-term debt obligations of COB
and (c) if a rating is not at any time assigned by at least two Rating Agencies
to the unsecured, unsupported senior long-term debt obligations of COB, the
Debt Rating of COB will be deemed to fall in Rating Level 7.



          “Default” shall mean an Event of Default or an event that with notice or
lapse of time or both would become an Event of Default.



          “Defaulting Lender” shall have the meaning assigned to such term in
Section 11.04 hereof.



          “Delinquency Ratio” shall mean, on any date and with respect to any U.S.
Borrower, the ratio of (a) all Past Due Receivables with respect to such U.S.
Borrower on such date to (b) the aggregate amount of all Managed Receivables
with respect to such U.S. Borrower on such date.



          “Dollar Equivalent” shall mean, with respect to any Loan denominated in an
Alternative Currency, the amount of Dollars that would be required to purchase
the amount of the Alternative Currency of such Loan on the date such Loan is
requested (or, in the case of Money Market Loans, the date of the related Money
Market Quote Request) or (with respect to any determination made under Section
2.01(c) hereof) on the date of any borrowing referred to in said Section, based
upon the arithmetic mean (rounded upwards, if necessary, to the nearest four



Credit Agreement



 







 




7




decimal places), as determined by the Administrative Agent, of the spot selling
rate at which the Reference Lenders offer to sell such Alternative Currency for
Dollars in the London foreign exchange market at approximately 11:00 a.m.
London time for delivery two Business Days later.


          “Dollars”
and “$” shall mean lawful money of the United States of America.



          “Double Leverage Ratio” shall mean, on any date, the ratio of (a) the sum
of (i) Intangibles (other than goodwill) with respect to COFC on such date plus
(ii) the aggregate investment of COFC on such date in the capital stock of its
Subsidiaries as reported pursuant to Section 8.01(a) or 8.01(b) hereof
(including COFC’s interest in undistributed earnings of its Subsidiaries), to
(b) Net Worth on such date.



          “Effective Date” shall mean the first date on which the Administrative
Agent notifies the Borrowers and the initial Lenders that all of the conditions
set forth in Section 6.01 hereof have been satisfied.



          “EMU” means Economic and Monetary Union as contemplated in the Treaty on
European Union, as amended and in effect from time to time.



          “EMU Legislation” means legislative measures of the European Council
(including without limitation European Council regulations) for the
introduction of, changeover to or operation of a single or unified European
currency (whether known as the Euro or otherwise), being in part the
implementation of the third stage of EMU.



          “Environmental Laws” shall mean any and all present and future Federal,
state, local and foreign laws, rules or regulations, and any orders or decrees,
in each case as now or hereafter in effect, relating to the regulation or
protection of the environment or to emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes into the indoor or outdoor environment, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants,
contaminants, chemicals or toxic or hazardous substances or wastes.



          “Equity Issuance” shall mean (a) any issuance or sale by COFC or any of
its Subsidiaries of (i) any of its capital stock, (ii) any warrants or options
exercisable in respect of its capital stock (other than any capital stock of
COFC or any warrants or options to purchase any capital stock of COFC, which
are issued to directors, officers or employees of COFC or any of its

Subsidiaries pursuant to employee benefit plans established in the ordinary
course of business, or any capital stock of COFC issued upon the exercise of
any such warrants or options) or (iii) any other security or instrument
representing an equity interest (or the right to obtain any equity interest) in
COFC or any of its Subsidiaries or (b) the receipt by COFC or any of its
Subsidiaries from any Person not a shareholder of COFC of any capital
contribution (whether or not evidenced by any equity security issued by the
recipient of such contribution); provided that Equity Issuance shall not
include (i) any such issuance or sale by any Subsidiary of COFC to COFC or any
Wholly Owned Subsidiary of COFC or (ii) any capital contribution by COFC or any
Wholly Owned Subsidiary of COFC to any Subsidiary of COFC.



Credit Agreement



 







 




8




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.



          “ERISA Affiliate” shall mean any corporation or trade or business that is
a member of any group of organizations (i) described in Section 414(b) or (c)
of the Code of which any Borrower is a member and (ii) solely for purposes of
potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of
the Code and the lien created under Section 302(f) of ERISA and Section 412(n)
of the Code, described in Section 414(m) or (o) of the Code of which any
Borrower is a member.



          “Euro” means the single currency of Participating Member States of the
European Union.



          “Euro Unit” means the currency unit of the Euro.



          “Eurocurrency Loans” shall mean Syndicated Loans that bear interest at
rates based on rates referred to in the definition of “Fixed Base Rate” in this
Section 1.01.



          “Eurocurrency Rate” shall mean, for any Eurocurrency Loan for the Interest
Period therefor, a rate per annum (rounded upwards, if necessary, to the
nearest four decimal places) determined by the Administrative Agent to be equal
to the Fixed Base Rate for such Loan for such Interest Period.



          “Event of Default” shall have the meaning assigned to such term in Section
9 hereof.



          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time.



          “Excluded Representations” shall mean the representations and warranties
made in (a) the last sentence of Section 7.02 hereof and (b) Section 7.03
hereof (but only insofar as the representation and warranty in Section 7.03
hereof relates to proceedings that could have a Material Adverse Effect of the
type referred to clause (a) of the definition thereof in this Section 1.01, but
not of the type referred to in clause (b), (c), (d) or (e) of the definition
thereof in this Section 1.01).



          “Existing Credit Agreement” shall mean the Credit Agreement dated as of

May 25, 1999, as heretofore amended, among COB, FSB, COFC, the lenders party
thereto and JPMorgan Chase Bank, as Administrative Agent.



          “FDIA” shall mean the Federal Deposit Insurance Act, as amended from time
to time.



          “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted
average of the rates on



Credit Agreement



 







 




9




overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day, provided
that (a) if the day for which such rate is to be determined is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day and (b) if such rate is not so published for any
Business Day, the Federal Funds Rate for such Business Day shall be the average
rate charged to JPMorgan on such Business Day on such transactions as
determined by the Administrative Agent.


          “Fixed Base Rate” shall mean, with respect to any Fixed Rate Loan
denominated in any Currency for the Interest Period therefor, the rate for
deposits in such Currency for a period comparable to such Interest Period which
appears on Telerate Page 3750 (or otherwise) as of 11:00 a.m., London time, on
the day that is two London Banking Days preceding the first day of such
Interest Period; provided that, if such rate does not appear on the relevant
Telerate Page, the “Fixed Base Rate” shall be the arithmetic mean (rounded
upwards, if necessary, to the nearest four decimal places), as determined by
the Administrative Agent, of the rates per annum quoted by the respective
Reference Lenders at approximately 11:00 a.m. London time (or as soon
thereafter as practicable) on the day that is two London Banking Days prior to
(or in the case of a Fixed Rate Loan denominated in Euros, on such other date
as is customary in the relevant interbank market) the first day of such
Interest Period for the offering by the respective Reference Lenders to leading
banks in the London interbank market of deposits denominated in such Currency
having a term comparable to such Interest Period and in an amount comparable to
the principal amount of such Fixed Rate Loan to be made by the respective
Reference Lenders. If any Reference Lender is not participating in any Fixed
Rate Loans during the Interest Period therefor, the Fixed Base Rate for such
Loans for such Interest Period shall be determined by reference to the amount
of such Loans that such Reference Lender would have made or had outstanding had
it been participating in such Loan; provided that in the case of any LIBOR
Market Loan, the Fixed Base Rate for such Loan shall be determined with
reference to deposits of $25,000,000 (or its equivalent in any Alternative
Currency). If any Reference Lender does not timely furnish such information
for determination of any Fixed Base Rate, the Administrative Agent shall
determine such Fixed Base Rate on the basis of the information timely furnished
by the remaining Reference Lenders.



          “Fixed Rate Loans” shall mean Eurocurrency Loans and, for the purposes of
the definition of “Fixed Base Rate” in this Section 1.01 and in Section 5
hereof, LIBOR Market Loans.



          “Foreign Currency Equivalent” shall mean, with respect to any amount in
Dollars, the amount of any Alternative Currency that could be purchased with
such amount of Dollars using the reciprocal of the foreign exchange rate(s)
specified in the definition of the term “Dollar Equivalent”, as determined by
the Administrative Agent.



          “FSA” shall mean the Financial Services Authority in the United Kingdom.



Credit Agreement



 







 





10



          “GAAP” shall mean generally accepted accounting principles in the United
States of America, applied on a basis consistent with those that, in accordance
with the second sentence of Section 1.02(a) hereof, are to be used in making
the calculations for purposes of determining compliance with this Agreement.



          “Guarantee” shall mean a guarantee, an endorsement, a contingent agreement
to purchase or to furnish funds for the payment or maintenance of, or otherwise
to be or become contingently liable under or with respect to, the Indebtedness,
other obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock or
equity interests of any Person, or an agreement to purchase, sell or lease (as
lessee or lessor) Property, products, materials, supplies or services primarily
for the purpose of enabling a debtor to make payment of such debtor’s
obligations or an agreement to assure a creditor against loss, and including,
without limitation, causing a bank or other financial institution to issue a
letter of credit or other similar instrument for the benefit of another Person,
but excluding endorsements for collection or deposit in the ordinary course of
business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a
correlative meaning.



          “Indebtedness” shall mean, for any Person: (a) obligations created,
issued or incurred by such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of Property to another Person
subject to an understanding or agreement, contingent or otherwise, to
repurchase such Property from such Person); (b) obligations of such Person to
pay the deferred purchase or acquisition price of Property or services, other
than trade accounts payable (other than for borrowed money) arising, and
accrued expenses incurred, in the ordinary course of business so long as such
trade accounts payable are payable within 90 days of the date the respective
goods are delivered or the respective services are rendered; (c) Indebtedness
of others secured by a Lien on the Property of such Person, whether or not the
respective indebtedness so secured has been assumed by such Person; (d)
non-contingent obligations of such Person (and, for the purposes of Sections
8.06 and 9(b) hereof, all contingent obligations of such Person) in respect of
letters of credit, bankers’ acceptances or similar instruments issued or
accepted by banks and other financial institutions for account of such Person;
(e) Capital Lease Obligations of such Person; and (f) Indebtedness of others
Guaranteed by such Person.



          “Insured Subsidiary” shall mean any insured depositary institution (as
defined in 12 U.S.C. §1813(c) (or any successor provision), as amended,
re-enacted or redesignated from time to time), that is controlled (within the
meaning of 12 U.S.C. §1841 (or any successor provision), as amended, re-enacted
or redesignated from time to time) by a Borrower.



          “Intangibles” shall mean, as at any date and with respect to any Borrower,
the aggregate amount (to the extent reflected in determining the consolidated
stockholders’ equity of such Borrower and its consolidated Subsidiaries) of (a)
all write-ups (other than write-ups resulting from foreign currency
translations and write-ups of assets of a going concern business made within 12
months after the acquisition of such business) subsequent to September 30, 1996
in the book value of any asset by such Borrower or any of its consolidated
Subsidiaries, (b) all



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11



Investments in unconsolidated Subsidiaries and all equity investments in
Persons that are not Subsidiaries and (c) all unamortized debt discount and
expense, unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, anticipated future benefit of tax loss carry-forwards,
copyrights, organization or developmental expenses and other intangible assets.


          “Interest Period” shall mean:




		
	 	     (a) with respect to any Eurocurrency Loan, the period commencing on
the date such Eurocurrency Loan is made and ending on the numerically
corresponding day in the first, second, third or sixth calendar month
thereafter, as the relevant Borrower may select as provided in Section
4.05 hereof, except that each Interest Period that commences on the last
Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Business Day of the appropriate subsequent
calendar month;
	 
	 	     (b) with respect to any Set Rate Loan, the period commencing on the
date such Set Rate Loan is made and ending on any Business Day not less
than seven days thereafter, as the relevant Borrower may select as
provided in Section 2.03(b) hereof;
	 
	 	     (c) with respect to any LIBOR Market Loan, the period commencing on
the date such LIBOR Market Loan is made and ending on the numerically
corresponding day in the first, second, third or sixth calendar month
thereafter, as the relevant Borrower may select as provided in Section
2.03(b) hereof, except that each Interest Period that commences on the
last Business Day of a calendar month (or any day for which there is no
numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Business Day of the appropriate subsequent
calendar month; and
	 
	 	     (d) with respect to any Base Rate Loan, the period commencing on the
date such Base Rate Loan is made and ending on the earlier of the first
Quarterly Date thereafter and the Commitment Termination Date.



Notwithstanding the foregoing: (i) if any Interest Period for any Loan would
otherwise end after the Commitment Termination Date, such Interest Period shall
end on the Commitment Termination Date; (ii) each Interest Period that would
otherwise end on a day that is not a Business Day shall end on the next
preceding Business Day; (iii) except as provided in clause (v) below, no
Interest Period for any Loan (other than a Base Rate Loan or a Set Rate Loan)
shall have a duration of less than one month and, if the Interest Period for
any Eurocurrency or LIBOR Market Loan would otherwise be a shorter period, such
Loan shall not be available hereunder for such period; (iv) no Borrower may
select an Interest Period for a Loan in any Alternative Currency which would
extend beyond the date on which such Alternative Currency ceases to be legal
tender in its respective country; and (v) if each Lender shall have notified
the Administrative Agent that the requested Interest Period is available (but
subject to the foregoing clauses (i) and (ii)), a Eurocurrency Loan or LIBOR
Market Loan may be made available for a specified Interest Period of less than
one month or for an Interest Period of nine or 12 months;


Credit Agreement



 






 





12



provided that no Loan shall be made to FSB or COBE with an Interest Period in
excess of six months.


          “Investment” shall mean, for any Person: (a) the acquisition (whether for
cash, Property, services or securities or otherwise) of capital stock, bonds,
notes, debentures, partnership or other ownership interests or other securities
of any other Person or any agreement to make any such acquisition (including,
without limitation, any “short sale” or any sale of any securities at a time
when such securities are not owned by the Person entering into such sale); (b)
the making of any deposit with, or advance, loan or other extension of credit
to, any other Person (including the purchase of Property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell
such Property to such Person), but excluding any such advance, loan or
extension of credit having a term not exceeding 90 days arising in connection
with the sale of inventory or supplies by such Person in the ordinary course of
business; or (c) the entering into of any Guarantee of, or other contingent
obligation with respect to, Indebtedness or other liability of any other Person
and (without duplication) any amount committed to be advanced, lent or extended
to such Person.



          “JPMorgan” shall mean JPMorgan Chase Bank.



          “Leverage Ratio” shall mean, on any date and with respect to any U.S.
Borrower, the ratio of (a) the sum (determined for such U.S. Borrower and its
consolidated Subsidiaries on a consolidated basis without duplication in
accordance with GAAP) of (i) the aggregate amount of Indebtedness outstanding
on such date (not including non-brokered deposit liabilities incurred by FSB or
COB in the ordinary course of business) minus (ii) the aggregate amount of all
on-balance sheet loans held for securitization on such date to (b) Tangible Net
Worth with respect to such U.S. Borrower on such date.



          “LIBO Margin” shall have the meaning assigned to such term in Section
2.03(c)(ii)(C) hereof.



          “LIBOR Auction” shall mean a solicitation of Money Market Quotes setting
forth LIBO Margins based on the Eurocurrency Rate pursuant to Section 2.03
hereof.



          “LIBOR Market Loans” shall mean Money Market Loans the interest rates on
which are determined on the basis of Eurocurrency Rates pursuant to a LIBOR
Auction.



          “Lien” shall mean, with respect to any Property, any mortgage, lien,
pledge, charge, security interest, encumbrance or arrangement for priority or
preference of any kind in respect of such Property. For purposes of this
Agreement, a Person shall be deemed to own subject to a Lien any Property that
it has acquired or holds subject to the interest of a vendor or lessor under
any conditional sale agreement, capital lease or other title retention
agreement (other than an operating lease) or, in the case of any security, any
third party right to purchase, in each case relating to such Property.



          “Loans” shall mean Syndicated Loans and Money Market Loans.



Credit Agreement



 






 





13



          “Local Time” shall mean, with respect to any Loan denominated in or any
payment to be made in any Currency, the local time in the Principal Financial
Center for the Currency in which such Loan is denominated or such payment is to
be made.



          “London Banking Day” shall mean any day on which commercial banks are open
for business (including dealings in foreign exchange and foreign currency
deposits) in London, England.



          “Majority Lenders” shall mean, subject to the last paragraph of Section
11.04 hereof, Lenders having more than 50% of the aggregate amount of the
Commitments or, if the Commitments shall have terminated, Lenders holding more
than 50% of the aggregate unpaid principal amount of the Loans.



          “Managed Receivables” shall mean, on any date and with respect to any U.S.
Borrower, the sum for such U.S. Borrower and its consolidated Subsidiaries
(determined on a consolidated basis without duplication in accordance with
GAAP) of (a) all on-balance sheet credit card loans and other finance
receivables plus (b) all on-balance sheet credit card loans and other finance
receivables held for securitization plus (c) all securitized credit card loans
and other finance receivables; provided that, as the term “Managed Receivables”
is used in the definition of “Tier 1 Capital to Managed Receivables Ratio”,
clauses (a), (b) and (c) above shall be determined exclusive of securitized
on-balance sheet finance receivables.



          “Mandatorily Convertible Securities” shall mean the Upper DECS securities
issued by COFC on April 23, 2002 pursuant to the Senior Indenture dated as of
November 1, 1996, as supplemented by the First Supplemental Indenture, dated as
of April 23, 2002, each by and between COFC and BNY Midwest Trust Company, and
other securities hereafter issued providing for conversion thereof on
substantially the same terms and conditions as such Upper DECS securities.



          “Margin Stock” shall mean “margin stock” within the meaning of Regulations
T, U and X.



          “Material Adverse Effect” shall mean, with respect to a Borrower, a
material adverse effect on (a) the Property, business, operations, financial
condition or capitalization of such Borrower and its Subsidiaries taken as a
whole, (b) the ability of such Borrower to perform its obligations under the
Basic Documents, (c) the validity or enforceability of the obligations of such
Borrower under the Basic Documents, (d) the rights and remedies of the Lenders
and the Administrative Agent against such Borrower under the Basic Documents or
(e) the timely payment of the principal of or interest on the Loans or other
amounts payable by such Borrower in connection therewith.



          “Money Market Borrowing” shall have the meaning assigned to such term in
Section 2.03(b) hereof.



          “Money Market Loan Limit” shall have the meaning assigned to such term in



Credit Agreement



 






 





14



Section 2.03(c)(ii) hereof.


          “Money Market Loans” shall mean the loans provided for by Section 2.03
hereof.



          “Money Market Notes” shall mean any promissory notes in substantially the
form of Exhibit A-2 hereto issued pursuant to Section 2.08(d) hereof, and all
promissory notes delivered in substitution or exchange therefor, in each case
as the same shall be modified and supplemented and in effect from time to time.



          “Money Market Quote” shall mean an offer in accordance with Section
2.03(c) hereof by a Lender to make a Money Market Loan with one single
specified interest rate.



          “Money Market Quote Request” shall have the meaning assigned to such term
in Section 2.03(b) hereof.



          “Multiemployer Plan” shall mean a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by any Borrower or
any ERISA Affiliate and that is covered by Title IV of ERISA.



          “Net Worth” shall mean, on any date, the consolidated stockholders’ equity
of COFC and its consolidated Subsidiaries plus an amount equal to 80% of the
face amount of any Mandatorily Convertible securities issued by COFC, all
determined as of such date on a consolidated basis without duplication in
accordance with GAAP.



          “Notes” shall mean the Syndicated Notes and the Money Market Notes.



          “Participating Member State” means each country so described in any EMU
Legislation.



          “Past-Due Receivables” shall mean, on any date with respect to any U.S.
Borrower, the sum (determined with respect to such U.S. Borrower and its
Subsidiaries on a consolidated basis without duplication in accordance with
GAAP) of (a) all Managed Receivables the minimum payments on which are at least
90 days overdue on such date plus (b) all other assets which have been, in
accordance with the relevant Borrower’s credit policies with respect to such
assets, classified as non-performing assets; provided that, Managed Receivables
that are credit card loans, whether or not at least 90 days overdue, shall not
constitute “Past-Due Receivables” to the extent of any cash balance of the
account debtor on such loan on deposit with the creditor (but only to the
extent such creditor is entitled under an agreement governing such credit card
loan to set off such cash balances against the obligations of the account
debtor under such loan and to the extent such cash balances are not subject to
any other set-off or deduction by such creditor or any of its affiliates
against a matured obligation owing by such debtor).



          “PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.



Credit Agreement



 






 





15



          “Person” shall mean any individual, corporation, company, voluntary

association, partnership, limited liability company, joint venture, trust,
unincorporated organization or government (or any agency, instrumentality or
political subdivision thereof).



          “Plan” shall mean an employee benefit or other plan established or
maintained by any Borrower or any ERISA Affiliate and that is covered by Title
IV of ERISA, other than a Multiemployer Plan.



          “Post-Default Rate” shall mean a rate per annum equal to 2% plus the Base
Rate as in effect from time to time plus the Applicable Margin for Base Rate
Loans, provided that, with respect to principal of a Eurocurrency Loan or a
Money Market Loan that shall become due (whether at stated maturity, by
acceleration, by optional or mandatory prepayment or otherwise) on a day other
than the last day of the Interest Period therefor, the “Post-Default Rate”
shall be, for the period from and including such due date to but excluding the
last day of such Interest Period, 2% plus the interest rate for such Loan as
provided in Section 3.02 hereof and, thereafter, the rate provided for above in
this definition.



          “Pounds Sterling” shall mean the lawful currency of the United Kingdom.



          “Prime Rate” shall mean the rate of interest from time to time announced
by JPMorgan at the Principal Office as its prime commercial lending rate.



          “Principal Financial Center” shall mean (a) in the case of each Currency
identified in Section 1.4(a)(i)(A) of the 1991 ISDA Definitions (as amended and
supplemented by the 1998 Supplement to the 1991 ISDA Definitions and the 1998
ISDA Euro Definitions) published by the International Swaps and Derivatives
Association, Inc., the financial center identified in said Section opposite
such Currency and (b) in the case of any other Currency, the principal
financial center of the country that issues such Currency, as determined by the
Administrative Agent.



          “Principal Office” shall mean the principal office of JPMorgan, located on
the date hereof at 270 Park Avenue, New York, New York 10017.



          “Property” shall mean any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.



          “Qualifying Bank” shall mean any Lender (a) which is a bank as defined in
Section 840A of the Income and Corporation Taxes Act 1988 of the United Kingdom
(as such section may be amended from time to time) for the purposes of Section
349 of said Income and Corporation Taxes Act 1988 (as such section may be
amended from time to time) making a Loan hereunder or in respect of a Loan made
hereunder by a Person that was such a bank at the time that Loan was made and
is within the charge to United Kingdom corporation tax with respect to any
interest received by it in respect of a Loan hereunder and is beneficially
entitled to any payments made to it or (b) who is resident (as such term is
defined in an appropriate double taxation treaty) in a country with which the
United Kingdom has a double taxation treaty giving residents of that country an
exemption from United Kingdom taxation on interest and does not



Credit Agreement



 






 





16



carry on business in the United Kingdom through a permanent establishment with
which the indebtedness under this Agreement in respect of which interest is
paid is effectively connected.



          “Quarterly
Dates” shall mean the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date hereof.



          “Rating Agencies” shall mean Moody’s Investors Service, Inc. and Standard
& Poor’s Ratings Services or, in each case, any successor nationally recognized
statistical rating organization.



          “Rating Levels” shall mean, on any date of determination, (a) Rating Level
1 if the Debt Rating by the Rating Agencies is at least equal to “A3” or “A-”,
(b) Rating Level 2 if the Debt Rating by the Rating Agencies is at least equal
to “Baa1” or “BBB+”, but does not fall within Rating Level 1, (c) Rating Level
3 if the Debt Rating by the Rating Agencies is at least equal to “Baa2” or
“BBB”, but does not fall within Rating Level 1 or Rating Level 2, (c) Rating
Level 4 if the Debt Rating by the Rating Agencies is at least equal to “Baa3”
or “BBB-”, but does not fall within Rating Level 1, Rating Level 2 or Rating
Level 3, (e) Rating Level 5 if the Debt Rating by the Rating Agencies is at
least equal to “Ba1” or “BB+”, but does not fall within Rating Level 1, Rating
Level 2, Rating Level 3 or Rating Level 4, (f) Rating Level 6 if the Debt
Rating by the Rating Agencies is at least equal to “Ba2” or “BB”, but does not
fall within Rating Level 1, Rating Level 2, Rating Level 3, Rating Level 4 or
Rating Level 5 or (g) Rating Level 7 if none of the foregoing is applicable.
If the Debt Rating of any Rating Agency is below the Debt Rating of the other
Rating Agency and the two Debt Ratings shall be equal to or greater than “Baa3”
and “BBB-”, the “Rating Level” will be determined without regard to the Debt
Rating of such Rating Agency with the lower Rating Level. If the Debt Rating
of any Rating Agency is below the Debt Rating of the other Rating Agency and
either Debt Rating shall be less than “Baa3” or “BBB-”, the “Rating Level” will
be determined based on the Debt Rating of such Rating Agency with the lower
Rating Level.



          “Receivables” means, with respect to any Borrower, any amount owing, from
time to time, with respect to a credit card, revolving or installment loan
account, home equity line of credit or residential mortgage loan account or
other receivable owned by such Borrower, including, without limitation, amounts
owing to a Borrower or a Subsidiary of a Borrower for payment of goods and
services, cash advances, convenience checks, membership fees, finance charges,
late charges, credit insurance premiums and cash advance fees and fees relating
to additional lending products, and any other receivables arising out of
financing transactions by such Borrower; provided that the term “Receivables”
shall not include any of the foregoing that is subject to a securitization
effected in the ordinary course of business.



          “Reference Lenders” shall mean JPMorgan, Bank of America, N.A. and
Citibank, N.A. (or their respective Applicable Lending Offices, as the case may
be).



          “Regulations A, D, T, U and X” shall mean, respectively, Regulations A, D,
T, U and X of the Board of Governors of the Federal Reserve System (or any
successor), as the same



Credit Agreement



 






 





17



may be modified and supplemented and in effect from time to time.


          “Regulatory Change” shall mean, with respect to any Lender, any change
after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Lender of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.



          “Reserve Requirement” shall mean, for the Interest Period for any
Eurocurrency Loan or LIBOR Market Loan, the average maximum rate at which
reserves (including, without limitation, any marginal, supplemental or
emergency reserves) are required to be maintained during such Interest Period
under Regulation D by member banks of the Federal Reserve System in New York
City with deposits exceeding one billion Dollars against “Eurocurrency
liabilities” (as such term is used in Regulation D). Without limiting the
effect of the foregoing, the Reserve Requirement shall include any other
reserves required to be maintained by such member banks by reason of any
Regulatory Change with respect to (i) any category of liabilities that includes
deposits by reference to which the Fixed Base Rate for Eurocurrency Loans or
LIBOR Market Loans (as the case may be) is to be determined as provided in the
definition of “Fixed Base Rate” in this Section 1.01 or (ii) any category of
extensions of credit or other assets that includes Eurocurrency Loans or LIBOR
Market Loans.



          “Restricted Shares” means, with respect to any Borrower, shares of stock
of or other ownership interests in such Borrower or any Subsidiary thereof
engaged primarily in the extension of consumer credit to third parties or
securitizations of receivables related to such extension of consumer credit,
excluding without limitation any such ownership interests of any Borrower in
America One Communications, Inc.



          “Risk Adjusted Assets” shall mean, on any date and with respect to any
U.S. Borrower, the amount, for such U.S. Borrower and its consolidated
Subsidiaries (determined on a consolidated basis) on such date, of (i)
“weighted risk assets”, within the meaning given to such term in the Capital
Adequacy Guidelines for State Member Banks published by the Board of Governors
of the Federal Reserve System (12 C.F.R. Part 208, Appendix A, as amended,
modified and supplemented and in effect from time to time or any replacement
thereof) plus (ii) “risk weighted assets”, within the meaning given to such
term in 12 C.F.R. Part 567.1.



          “SEC” shall mean the Securities and Exchange Commission, or any successor
agency charged with the administration and enforcement of the Securities Act
and the Exchange Act.



          “Securities Act” shall mean the Securities Act of 1933, as amended from
time to time.



          “Set Rate” shall have the meaning assigned to such term in Section
2.03(c)(ii)(D)



Credit Agreement



 






 





18



hereof.


          “Set Rate Auction” shall mean a solicitation of Money Market Quotes
setting forth Set Rates pursuant to Section 2.03 hereof.



          “Set Rate Loans” shall mean Money Market Loans the interest rates on which
are determined on the basis of Set Rates pursuant to a Set Rate Auction.



          “Subsidiary” shall mean, with respect to any Person, any corporation,
partnership, limited liability company or other entity of which at least a
majority of the Voting Securities issued by such corporation, partnership,
limited liability company or other entity is at the time directly or indirectly
owned or controlled by such Person or one or more Subsidiaries of such Person
or by such Person and one or more Subsidiaries of such Person.



          “Swap Agreement” shall have the meaning given to such term in Section
101(53B) of the Bankruptcy Code (as in effect on the date hereof).



          “Syndicated Loans” shall mean the loans provided for by Section 2.01(a)
hereof, which may be Base Rate Loans and/or Eurocurrency Loans.



          “Syndicated Notes” shall mean any promissory notes in substantially the
form of Exhibit A-1 hereto issued pursuant to Section 2.08(d) hereof, and all
promissory notes delivered in substitution or exchange thereof, in each case as
the same shall be modified and supplemented and in effect from time to time.



          “Syndication Agents” shall mean each of Bank of America, N.A., Barclays
Bank plc, Citibank, N.A., Credit Suisse First Boston, Deutsche Bank AG, Lehman
Brothers Commercial Paper, Inc. and Wachovia Bank, National Association.



          “Tangible Net Worth” shall mean, on any date and with respect to any
Borrower, the consolidated stockholders’ equity of such Borrower and its
consolidated Subsidiaries (provided, that the consolidated stockholders’ equity
of COFC shall include an amount equal to 80% of the face amount of any
Mandatorily Convertible Securities issued by it so long as such Mandatorily
Convertible Securities do not, at any time, comprise more than 25% of the
Tangible Net Worth of COFC) less Intangibles of such Borrower and its
consolidated Subsidiaries, all determined as of such date on a consolidated
basis without duplication in accordance with GAAP.



          “TARGET Business Day” means any day that is not (i) a Saturday or Sunday,
or (ii) any other day on which the Trans-European Real-time Gross Settlement
Express Transfer Payment System (or any successor settlement system) is not
operating (as determined by the Administrative Agent).



          “Tier 1 Capital” shall mean, on any date and with respect to any U.S.
Borrower, the amount, for such U.S. Borrower and its consolidated Subsidiaries
(determined on a



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19



consolidated basis) on such date, of “Tier 1 capital”, within the meaning given
to such term in the Capital Adequacy Guidelines for State Member Banks
published by the Board of Governors of the Federal Reserve System (12 C.F.R.
Part 208, Appendix A, as amended, modified and supplemented and in effect from
time to time or any replacement thereof).


          “Tier 1 Capital to Managed Receivables Ratio” shall mean, on any date and
with respect to any U.S. Borrower, the ratio of (a) Tier 1 Capital (determined,
for the purposes of this definition, in accordance with GAAP) with respect to
such U.S. Borrower on such date to (b) Managed Receivables with respect to such
U.S. Borrower on such date.



          “Tier 1 Capital to Risk Adjusted Assets Ratio” shall mean, on any date and
with respect to COB or FSB, the ratio of (a) Tier 1 Capital with respect to
such Borrower on such date to (b) Risk Adjusted Assets with respect to such
Borrower on such date.



          “Tier 1 Leverage Ratio” shall mean, on any date and with respect to COB or
FSB, the ratio of (a) Tier 1 Capital with respect to such Borrower on such date
to (b) Total Assets with respect to such Borrower on such date.



          “Total Assets” shall mean, on any date and with respect to any U.S.
Borrower, the amount, for such U.S. Borrower and its consolidated Subsidiaries
(determined on a consolidated basis) on such date, of “average total
consolidated assets”, within the meaning given to such term in the Capital
Adequacy Guidelines for State Member Banks published by the Board of Governors
of the Federal Reserve System (12 C.F.R. Part 208, Appendix b, as amended,
modified and supplemented and in effect from time to time or any replacement
thereof).



          “Total Capital” shall mean, on any date and with respect to any U.S.
Borrower, the amount, for such U.S. Borrower and its consolidated Subsidiaries
(determined on a consolidated basis) on such date, of “total capital”, within
the meaning given to such term in the Capital Adequacy Guidelines for State
Member Banks published by the Board of Governors of the Federal Reserve System
(12 C.F.R. Part 208, Appendix A, as amended, modified and supplemented and in
effect from time to time or any replacement thereof).



          “Total Capital to Risk Adjusted Assets Ratio” shall mean, on any date and
with respect to COB or FSB, the ratio of (a) Total Capital with respect to such
Borrower on such date to (b) Risk Adjusted Assets with respect to such Borrower
on such date.



          “Type” shall have the meaning assigned to such term in Section 1.03
hereof.



          “U.S. Borrower” shall mean any Borrower other than COBE.



          “Voting Securities” shall mean, with respect to any Person, securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such Person (irrespective of whether or not at the time securities
or other ownership interests of any other class or classes of such Person shall
have or might have voting power by reason of the happening of any



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20



contingency).


          “Wholly Owned Subsidiary” shall mean, with respect to any Person, any
corporation, partnership, limited liability company or other entity of which
all of the Voting Securities issued by such corporation, partnership, limited
liability company or other entity (other than, in the case of a corporation,
directors’ qualifying shares) are directly or indirectly owned or controlled by
such Person or one or more Wholly Owned Subsidiaries of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.



          1.02 Accounting Terms and Determinations.



          (a) Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall (unless otherwise disclosed to the Lenders in writing at the
time of delivery thereof in the manner described in subsection (b) below) be
prepared in accordance with generally accepted accounting principles in the
United States of America, applied on a basis consistent with those used in the
preparation of the latest financial statements furnished to the Lenders
hereunder (which, prior to the delivery of the first financial statements under
Section 8.01(a) or (b) hereof, shall mean the audited financial statements as
at December 31, 2002 referred to in Section 7.02 hereof). All calculations
made for the purposes of determining compliance with this Agreement shall
(except as otherwise expressly provided herein) be made by application of
generally accepted accounting principles in the United States of America
applied on a basis consistent with those used in the preparation of the latest
annual or quarterly financial statements furnished to the Lenders pursuant to
Section 8.01 hereof (or, prior to the delivery of the first financial
statements under Section 8.01(a) or (b) hereof, used in the preparation of the
audited financial statements as at December 31, 2002 referred to in Section
7.02 hereof) unless (i) any Borrower shall have objected to determining such
compliance on such basis at the time of delivery of such financial statements
or (ii) the Majority Lenders shall so object in writing within 30 days after
delivery of such financial statements, in either of which events such
calculations shall be made on a basis consistent with those used in the
preparation of the latest financial statements as to which such objection shall
not have been made (which, if objection is made in respect of the first
financial statements delivered under Section 8.01(a) or (b) hereof, shall mean
the audited financial statements referred to in Section 7.02 hereof).
Notwithstanding the foregoing, the accounting terms “Risk-Adjusted Assets”,
“Tier 1 Capital”, “Total Assets” and “Total Capital” defined in Section 1.01
hereof shall be interpreted by reference to the statutes or regulations
referred to in said definitions, as such statutes or regulations are amended,
modified, supplemented or replaced and in effect from time to time.



          (b) COFC shall deliver to the Lenders at the same time as the delivery of
any annual or quarterly financial statement under Section 8.01 hereof (i) a
description in reasonable detail of any material variation between the
application of accounting principles in the United
States of America employed in the preparation of such statement and the
application of accounting principles in the United States of America employed
in the preparation of the next



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preceding annual or quarterly financial
statements as to which no objection has been made in accordance with the last
sentence of subsection (a) above and (ii) reasonable estimates of the
difference between such statements arising as a consequence thereof. COBE
shall deliver to the Lenders at the same time as the delivery of any annual or
quarterly financial statement under Section 8.01 hereof (i) a description in
reasonable detail of any material variation between the application of
accounting principles in England employed in the preparation of such statement
and the application of accounting principles in England employed in the
preparation of the next preceding annual or quarterly financial statements as
to which no objection has been made in accordance with the last sentence of
subsection (a) above and (ii) reasonable estimates of the difference between
such statements arising as a consequence thereof.


          (c) To enable the ready and consistent determination of compliance with
the covenants set forth in Section 8 hereof, no Borrower will change the last
day of its fiscal year from December 31 of each year, or the last days of the
first three fiscal quarters in each of its fiscal years from March 31, June 30
and September 30 of each year, respectively.



          1.03 Currencies and Types of Loans. Loans hereunder are distinguished by
“Currency” and by “Type”. The “Currency” of a Loan refers to the Currency in
which such Loan is denominated. The “Type” of a Loan refers to whether such
Loan is a Base Rate Loan, a Eurocurrency Loan, a Set Rate Loan or a LIBOR
Market Loan, each of which constitutes a Type. Loans may be identified by one
or more of their Currency and Type.



          1.04 EMU.



          (a) Unavailability of Euro. If the Administrative Agent at any time
determines that: (1) the Euro has ceased to be utilized as the basic
accounting unit of the European Community, (2) for reasons affecting the market
in Euros generally, Euros are not freely traded between banks internationally,
or (3) it is illegal, impossible or impracticable for payments to be made
hereunder in Euros, then the Administrative Agent may in its discretion declare
(such declaration to be binding on all the parties hereto) that any payment
made or to be made thereafter which, but for this provision, would have been
payable in Euros shall be made in Pounds Sterling or Dollars (as selected by
the Administrative Agent (the “Selected Currency”)) and the amount to be so
paid shall be calculated on the basis of the equivalent of the Euro in the
Selected Currency.



          (b) Basis of Accrual. If the basis of accrual of interest or fees
expressed in this Agreement with respect to the Currency of any state that
becomes a Participating Member State shall be inconsistent with any convention
or practice in the relevant interbank market for
the offering of deposits denominated in such Currency for the basis of
accrual of interest or fees in respect of the Euro, such convention or practice
shall replace such expressed basis effective as of and from the date on which
such state becomes a Participating Member State, provided, that if any Loan in
the Currency of such state is outstanding immediately prior to such date, such
replacement shall take effect, with respect to such Advance, at the end of the
then current Interest Period.



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          (c) Additional Changes at Administrative Agent’s Discretion. This Section
and other provisions of this Agreement relating to Euros shall be subject to
such further changes as the Administrative Agent may from time to time in its
reasonable discretion specify to the other parties hereto as necessary or
appropriate to reflect the changeover to or operation of the Euro in
Participating Member States.



          SECTION 2. Commitments, Loans, and Prepayments.



          2.01 Syndicated Loans.



          (a) Each Lender severally agrees, on the terms and conditions of this
Agreement, to make Syndicated Loans to any of the Borrowers in Dollars or any
Agreed Alternative Currency during the period from and including the date
hereof to but not including the Commitment Termination Date in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
of the Commitment of such Lender as in effect from time to time. Subject to
the terms and conditions of this Agreement, during such period any Borrower may
borrow, repay and reborrow the amount of the Commitments; provided that (i) no
more than 10 separate Interest Periods in respect of Eurocurrency Loans may be
outstanding at any one time, (ii) no more than 20 different Interest Periods
for both Syndicated Loans and Money Market Loans may be outstanding at the same
time (for which purpose (x) Interest Periods described in different lettered
clauses of the definition of the term “Interest Period” shall be deemed to be
different Interest Periods even if they are coterminous and (y) Loans
denominated in different Currencies shall be deemed to have different Interest
Periods) and (iii) after giving effect to any such Loan, subject to Section
2.10 hereof, no more than $250,000,000 in Loans to COFC may be outstanding at
any one time.



          (b) No Syndicated Loan shall be made if, after giving effect to such Loan,
the aggregate outstanding principal amount of all Syndicated Loans, together
with the aggregate outstanding principal amount of Money Market Loans, would
exceed the aggregate amount of Commitments.



          (c) For purposes of determining whether the amount of any borrowing of
Loans, together with all other Loans then outstanding, would exceed the
aggregate amount of Commitments (including, without limitation, for the
purposes of Sections 2.01(a), 2.01(b) and 2.03(a) hereof) or any other
limitation hereunder, the amount of any Loan outstanding that is denominated in
an Alternative Currency shall be deemed to be the Dollar Equivalent (determined
as of the date of such borrowing of Loans) of the amount in the Alternative
Currency of such Loan. For purposes of determining the unused portion of the
Commitments under Section 2.04(b) hereof, the amount of any Loan outstanding
that is denominated in an Alternative Currency shall be deemed to be the Dollar
Equivalent (determined as of the date of determination of the unused portion of
the Commitments) of the amount in the Alternative Currency of such Loan. For
purposes of calculating the amount of any utilization fee payable



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23



under Section
2.05(b) hereof, the amount of any Loan outstanding on any date that is
denominated in an Alternative Currency shall be deemed to be the Dollar
Equivalent (determined as of the date of the most recent borrowing of Loans) of
the amount in the Alternative Currency of such Loan.


          2.02 Borrowings of Syndicated Loans. The applicable Borrower shall give the
Administrative Agent notice of each borrowing of Syndicated Loans as provided
in Section 4.05 hereof. Not later than 1:00 p.m. Local Time on the date
specified for each borrowing of Syndicated Loans, each Lender shall make
available the amount of the Syndicated Loan or Loans to be made by it on such
date to the Administrative Agent, at the Administrative Agent’s Account for the
Currency in which such Loan is denominated, in immediately available funds, for
account of the applicable Borrower. The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the applicable Borrower by depositing the same,
in immediately available funds, in an account of the applicable Borrower
designated by the applicable Borrower.



          2.03 Money Market Loans.



          (a) In addition to borrowings of Syndicated Loans, at any time prior to
the Commitment Termination Date, any Borrower may, as set forth in this Section
2.03, request the Lenders to make offers to make Money Market Loans to such
Borrower in Dollars or in any Alternative Currency. The Lenders may, but shall
have no obligation to, make such offers and the applicable Borrower may, but
shall have no obligation to, accept any such offers in the manner set forth in
this Section 2.03. Money Market Loans may be LIBOR Market Loans or Set Rate
Loans (each a “Type” of Money Market Loan), provided that:




		
	 	     (i) there may be no more than 20 different Interest Periods for both
Syndicated Loans and Money Market Loans outstanding at the same time (for
which purpose (x) Interest Periods described in different lettered
clauses of the definition of the term “Interest Period” shall be deemed
to be different Interest Periods even if they are
coterminous and (y) Loans denominated in different Currencies shall be
deemed to have different Interest Periods); and
	 
	 	     (ii) the aggregate principal amount of all Money Market Loans,
together with the aggregate principal amount of all Syndicated Loans, at
any one time outstanding shall not exceed the aggregate amount of the
Commitments then in effect.



          (b) When a Borrower wishes to request offers to make Money Market Loans,
it shall give the Administrative Agent (which shall promptly notify the
Lenders) notice (a “Money Market Quote Request”) so as to be received no later
than (x) 11:00 a.m. New York time on the fifth Business Day prior to the date
of borrowing proposed therein, in the case of a LIBOR Auction, (y) 12:00 noon
London time on the fourth Business Day prior to the date of borrowing proposed
therein in the case of a Set Rate Auction in respect of Money Market Loans
denominated in an Alternative Currency or (z) the Business Day next preceding
the date of



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24



borrowing proposed therein in the case of a Set Rate Auction in
respect of Money Market Loans denominated in Dollars. The applicable Borrower
may request offers to make Money Market Loans for up to three different
Interest Periods in a single notice (for which purpose (x) Interest Periods in
different lettered clauses of the definition of the term “Interest Period”
shall be deemed to be different Interest Periods even if they are coterminous
and (y) Money Market Loans denominated in different Currencies shall be deemed
to have different Interest Periods); provided that the request for each
separate Interest Period or Currency shall be deemed to be a separate Money
Market Quote Request for a separate borrowing (a “Money Market Borrowing”).
Each such notice shall be substantially in the form of Exhibit E hereto and
shall specify as to each Money Market Borrowing:



		
	 	     (i) the name of the Borrower, the Currency of such Borrowing and the
proposed date of such borrowing, which shall be a Business Day;
	 
	 	     (ii) the aggregate amount of such Money Market Borrowing, which
shall be an integral multiple of $1,000,000 and not less than $5,000,000
(or, in the case of a Borrowing of Money Market Loans denominated in an
Alternative Currency, the Foreign Currency Equivalent thereof (rounded to
the nearest 1,000 units of such Alternative Currency)) but shall not
cause the limits specified in Section 2.03(a) hereof to be violated;
	 
	 	     (iii) the duration of the Interest Period applicable thereto;
	 
	 	     (iv) whether the Money Market Quotes requested for a particular
Interest Period are seeking quotes for LIBOR Market Loans or Set Rate
Loans; and
	 
	 	     (v) if the Money Market Quotes requested are seeking quotes for Set
Rate Loans denominated in Dollars, the date on which the Money Market
Quotes are to be submitted (the date on which such Money Market Quotes
are to be submitted is called the “Quotation Date”).



Except as otherwise provided in this Section 2.03(b), no Money Market Quote
Request shall be given within five Business Days of any other Money Market
Quote Request.



		
	 	     (c) (i) Each Lender may submit one or more Money Market Quotes,
each constituting an offer to make a Money Market Loan in response to any
Money Market Quote Request; provided that, if the applicable Borrower’s
request under Section 2.03(b) hereof specified more than one Interest
Period, such Lender may make a single submission containing one or more
Money Market Quotes for each such Interest Period. Each Money Market
Quote must be submitted to the Administrative Agent not later than (x)
4:00 p.m. New York time on the fifth Business Day prior to the proposed
date of borrowing, in the case of a LIBOR Auction, (y) 4:00 p.m. London
time on the fourth Business Day prior to the date of borrowing proposed
therein in the case of a Set Rate Auction in respect of Money Market
Loans denominated in an Alternative Currency or (z) 10:00 a.m. New York
time on the Quotation Date in the case of a Set Rate Auction in



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25




		
	 	 respect
of Money Market Loans denominated in Dollars; provided that any Money
Market Quote may be submitted by JPMorgan (or its Applicable Lending
Office) only if JPMorgan (or such Applicable Lending Office) notifies
such Borrower of the terms of the offer contained therein not later than
(x) 3:45 p.m. New York time on the fifth Business Day prior to the
proposed date of borrowing, in the case of a LIBOR Auction, (y) 3:45 p.m.
London time on the fourth Business Day prior to the date of borrowing
proposed therein in the case of a Set Rate Auction in respect of Money
Market Loans denominated in an Alternative Currency or (z) 9:45 a.m. New
York time on the Quotation Date in the case of a Set Rate Auction in
respect of Money Market Loans denominated in Dollars. Subject to
Sections 5.02(b), 5.03, 6.02 and 9 hereof, any Money Market Quote so made
shall be irrevocable except with the consent of the Administrative Agent
given on the instructions of such Borrower.




		
	 	     (ii) Each Money Market Quote shall be substantially in the form of
Exhibit F hereto and shall specify:




		
	 	     (A) the name of the Borrower, the Currency of such Borrowing
and the proposed date of borrowing and the Interest Period
therefor;
	 
	 	     (B) the principal amount of the Money Market Loan for which
each such offer is being made, which principal amount shall be an
integral multiple of $1,000,000 and not less than $5,000,000 (or,
in the case of a Borrowing of Money Market Loans denominated in an
Alternative Currency, the Foreign Currency Equivalent thereof
(rounded to the nearest 1,000 units of such Alternative Currency));
provided that the aggregate principal amount of all Money Market
Loans for which a Lender submits Money Market Quotes (x) may be
greater or less than the Commitment of such Lender but (y) may not
exceed the principal amount of the Money Market Borrowing for a
particular Interest Period for which offers were requested;
	 
	 	     (C) in the case of a LIBOR Auction, the margin above or below
the applicable Eurocurrency Rate (the “LIBO Margin”) offered for
each such Money Market Loan, expressed as a percentage (rounded
upwards, if necessary, to the nearest 1/10,000th of 1%) to be added
to or subtracted from the applicable Eurocurrency Rate;
	 
	 	     (D) in the case of a Set Rate Auction, the rate of interest
per annum (rounded upwards, if necessary, to the nearest 1/10,000th
of 1%) offered for each such Money Market Loan (the “Set Rate”);
and
	 
	 	     (E) the identity of the quoting Lender.




		
	 	Unless otherwise agreed by the Administrative Agent and the applicable
Borrower, no Money Market Quote shall contain qualifying, conditional or
similar language or propose terms other than or in addition to those set
forth in the applicable Money Market Quote



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	 	Request and, in particular, no
Money Market Quote may be conditioned upon acceptance by the applicable
Borrower of all (or some specified minimum) of the principal amount of
the Money Market Loan for which such Money Market Quote is being made,
provided that the submission by any Lender containing more than one Money
Market Quote may be conditioned on the applicable Borrower not accepting
offers contained in such submission that would result in such Lender
making Money Market Loans pursuant thereto in excess of a specified
aggregate amount (the “Money Market Loan Limit”).



          (d) The Administrative Agent shall (x) in the case of a LIBOR Auction, by
5:00 p.m. New York time on the day a Money Market Quote is submitted, (y) in
the case of a Set Rate Auction in respect of Money Market Loans denominated in
an Alternative Currency, by 5:00 p.m. London time or (z) in the case of a Set
Rate Auction in respect of Money Market Loans denominated in Dollars, as
promptly as practicable after the Money Market Quote is submitted (but in any
event not later than 10:15 a.m. New York time on the Quotation Date), notify
the applicable Borrower of the terms (i) of any Money Market Quote submitted by
a Lender that is in accordance with Section 2.03(c) hereof and (ii) of any
Money Market Quote that amends, modifies or is otherwise inconsistent with a
previous Money Market Quote submitted by such Lender with respect to the same
Money Market Quote Request. Any such subsequent Money Market Quote shall be
disregarded by the Administrative Agent unless such subsequent Money Market
Quote is submitted solely to correct a manifest error in such former Money
Market Quote. The Administrative Agent’s notice to the applicable Borrower
shall specify (A) the aggregate principal amount of the Money Market Borrowing
for which offers have been received and (B) the respective principal amounts
and LIBO Margins or Set Rates, as the case may be, so offered by each Lender
(identifying the Lender that made each Money Market Quote).



          (e) Not later than (x) 10:00 a.m. New York time on the fourth Business Day
prior to the proposed date of borrowing in the case of a LIBOR Auction, (y)
10:00 a.m. London time on the third Business Day prior to the proposed date of
borrowing in the case of a Set Rate
Auction in respect of Money Market Loans denominated in an Alternative Currency
or (z) 11:00 a.m. New York time on the Quotation Date in the case of a Set Rate
Auction in respect of Money Market Loans denominated in Dollars, the applicable
Borrower shall notify the Administrative Agent of its acceptance or
nonacceptance of the offers so notified to it pursuant to Section 2.03(d)
hereof (which notice shall specify the aggregate principal amount of offers
from each Lender for each Interest Period that are accepted, it being
understood that the failure of the applicable Borrower to give such notice by
such time shall constitute nonacceptance) and the Administrative Agent shall
promptly notify each affected Lender. The notice from the Administrative Agent
shall also specify the aggregate principal amount of offers for each Interest
Period that were accepted and the lowest and highest LIBO Margins and Set Rates
that were accepted for each Interest Period. The applicable Borrower may
accept any Money Market Quote in whole or in part; provided that:




		
	 	     (i) the aggregate principal amount of each Money Market Borrowing
may not exceed the applicable amount set forth in the related Money
Market Quote Request;



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27




		
	 	     (ii) the aggregate principal amount of each Money Market Borrowing
shall be an integral multiple of $1,000,000 and not less than $5,000,000
(or, in the case of a Borrowing of Money Market Loans denominated in an
Alternative Currency, the Foreign Currency Equivalent thereof (rounded to
the nearest 1,000 units of such Alternative Currency)) but shall not
cause the limits specified in Section 2.03(a) hereof to be violated;
	 
	 	     (iii) acceptance of offers may, subject to clause (vi) below, be
made only in ascending order of LIBO Margins or Set Rates, as the case
may be, in each case beginning with the lowest rate so offered;
	 
	 	     (iv) any Money Market Quote accepted in part shall be an integral
multiple of $1,000,000 and not less than $5,000,000 (or, in the case of a
Borrowing of Money Market Loans denominated in an Alternative Currency,
the Foreign Currency Equivalent thereof (rounded to the nearest 1,000
units of such Alternative Currency));
	 
	 	     (v) the applicable Borrower may not accept any offer where the
Administrative Agent has advised the applicable Borrower that such offer
fails to comply with Section 2.03(c)(ii) hereof or otherwise fails to
comply with the requirements of this Agreement (including, without
limitation, Section 2.03(a) hereof); and
	 
	 	     (vi) the aggregate principal amount of each Money Market Borrowing
from any Lender may not exceed any applicable Money Market Loan Limit of
such Lender.



If offers are made by two or more Lenders with the same LIBO Margins or Set
Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which offers are permitted to be accepted for the related
Interest Period, the principal amount of Money Market Loans in respect of which
such offers are accepted shall be allocated by the applicable Borrower among
such Lenders as nearly as possible (in an integral multiple of $1,000,000 and
not less than
$5,000,000 (or, in the case of a Borrowing of Money Market Loans denominated in
an Alternative Currency, the Foreign Currency Equivalent thereof (rounded to
the nearest 1,000 units of such Alternative Currency)) in proportion to the
aggregate principal amount of such offers. Determinations by the applicable
Borrower of the amounts of Money Market Loans shall be conclusive in the
absence of manifest error.


          (f) Any Lender whose offer to make any Money Market Loan has been accepted
in accordance with the terms and conditions of this Section 2.03 shall, not
later than 11:00 a.m. Local Time (in the case of a LIBOR Auction or a Set Rate
Auction in respect of Money Market Loans denominated in an Alternative
Currency) or 1:00 p.m. New York time (in the case of a Set Rate Auction in
respect of Money Market Loans denominated in Dollars) on the date specified for
the making of such Loan, make the amount of such Loan available to the
Administrative Agent at the Administrative Agent’s Account for the Currency in
which such Loan is denominated in immediately available funds, for account of
the applicable Borrower. The amount so received by the Administrative Agent
shall, subject to the terms and conditions of



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28



this Agreement, be made available
to the applicable Borrower on such date by depositing the same, in immediately
available funds, in an account of the applicable Borrower designated by the
applicable Borrower.


          (g) Except for the purpose and to the extent expressly stated in Section
2.04(b) hereof, the amount of any Money Market Loan made by any Lender shall
not constitute a utilization of such Lender’s Commitment.



          (h) The applicable Borrower shall pay to the Administrative Agent a fee of
$750 each time it gives a Money Market Quote Request to the Administrative
Agent.



          2.04 Changes of Commitments.



          (a) The aggregate amount of the Commitments shall be automatically reduced
to zero on the Commitment Termination Date.



          (b) The Borrowers, acting jointly, shall have the right at any time or
from time to time (i) to terminate the Commitments so long as no Syndicated
Loans or Money Market Loans are outstanding and (ii) to reduce the aggregate
unused amount of the Commitments (for which purpose use of the Commitments
shall be deemed to include the aggregate principal amount of all Money Market
Loans); provided that (x) the Borrowers shall give notice of each such
termination or reduction as provided in Section 4.05 hereof, (y) each partial
reduction shall aggregate to an integral multiple of $1,000,000 and not less
than $10,000,000 and (z) no such termination or reduction shall be effected
unless such notice shall have been given by each Borrower.



          (c) The Commitments, once terminated or reduced, may not be reinstated.



          2.05 Fees.



          (a) Facility Fee. The Borrowers shall pay to the Administrative Agent for
account of each Lender a facility fee on the daily average of such Lender’s
Commitment (regardless of utilization thereof), for the period from and
including the date hereof to but not including the earlier of the date such
Commitment is terminated and the Commitment Termination Date, at a rate per
annum equal to the Applicable Facility Fee Percentage; provided, that the
Applicable Facility Fee Percentage on the Commitments available for borrowing
by COFC pursuant to Section 2.01(a) shall be determined with reference to the
lower of the Debt Ratings assigned to COFC and COB, while the Applicable
Facility Fee Percentage on the Commitments not available for borrowing by COFC
pursuant to Section 2.01(a) shall be determined with reference to the Debt
Rating of COB; provided, further, that the facility fee shall not accrue or
become payable by the Borrowers on the Commitment of any Defaulting Lender
during the period that such Lender is a Defaulting Lender.



          (b) Utilization Fee. The Borrowers shall pay to the Administrative Agent
for account of each Lender a utilization fee, for each Computation Period
occurring during the



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29



period from and including the date hereof to but not
including the earlier of the date the Commitments are terminated and the
Commitment Termination Date, on the excess, if any, of (i) the Average of the
aggregate outstanding principal amount of all Loans (including Money Market
Loans) outstanding for such Computation Period over (ii) 33% of the Average of
the aggregate amount of all Commitments in effect for such Computation Period
at a rate per annum equal to the Applicable Utilization Fee Percentage.
Utilization fee payable under this Section 2.05(b) with respect to any day
shall be allocated among the Borrowers pro rata according to the respective
Average aggregate outstanding principal amounts of Loans owing by the Borrowers
for such Computation Period.


          (c) Payment. Accrued facility fee and utilization fee shall be payable on
each Quarterly Date and on the earlier of the date the Commitments are
terminated and the Commitment Termination Date.



          2.06 Lending Offices. The Loans of each Type and Currency made by each Lender
shall be made and maintained at such Lender’s Applicable Lending Office for
Loans of such Type and Currency.



          2.07 Several Obligations; Remedies Independent. The failure of any Lender to
make any Loan to be made by it on the date specified therefor shall not relieve
any other Lender of its obligation to make its Loan on such date, but neither
any Lender nor the Administrative Agent shall be responsible for the failure of
any other Lender to make a Loan to be made by such other Lender, and (except as
otherwise provided in Section 4.06 hereof) no Lender shall have any obligation
to the Administrative Agent or any other Lender for
the failure by such Lender to make any Loan required to be made by such Lender.
The amounts payable by each Borrower at any time hereunder and under the Notes
to each Lender shall be a separate and independent debt, and each Lender shall
be entitled to protect and enforce its rights arising out of this Agreement and
the Notes, and it shall not be necessary for any other Lender or the
Administrative Agent to consent to, or be joined as an additional party in, any
proceedings for such purposes.



          2.08 Evidence of Debt.



          (a) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of each Borrower to such Lender
resulting from each Loan made by such Lender, including the date, amount,
Currency, Type, interest rate and duration of Interest Period of each Loan made
by such Lender to a Borrower, and amounts of principal and interest payable and
paid to such Lender from time to time hereunder.



          (b) The Administrative Agent shall maintain accounts in which it shall
record (i) the name of each Borrower and amount of each Loan made to such
Borrower hereunder, Currency and Type thereof and the interest rate and
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to
each Lender hereunder and (iii) the amount of any sum received by the



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30



Administrative Agent from any Borrower hereunder for the account of the Lenders
and each Lender’s share thereof.


          (c) The entries made in the accounts maintained pursuant to paragraph (a)
or (b) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of any Borrower to repay
its Loans in accordance with the terms of this Agreement.



          (d) Any Lender may request through the Administrative Agent that Loans
made by it be evidenced by one or more promissory notes. In such event, the
applicable Borrower(s) shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender in the form of Exhibit A-1
hereto (to evidence Syndicated Loans), or Exhibit A-2 hereto (to evidence Money
Market Loans), as such Lender may request. Each Syndicated Note shall be dated
the date hereof, duly executed by the applicable Borrower and payable to such
Lender in a principal amount equal to the amount of its Commitment as
originally in effect and otherwise duly completed. Each Money Market Note
shall be dated the date hereof, duly executed by the applicable Borrower and
payable to such Lender and otherwise duly completed.



          (e) No Lender shall be entitled to have its Notes substituted or exchanged
for any reason, or subdivided for promissory notes of lesser denominations,
except in connection
with a permitted assignment of all or any portion of such Lender’s Commitment,
Loans and Notes pursuant to Section 11.06 hereof (and, if requested by any
Lender, each Borrower agrees to so exchange any Note).



          2.09 Prepayments.



          (a) Optional Prepayments. Subject to Section 4.04 hereof, each Borrower
shall have the right to prepay Syndicated Loans made to such Borrower at any
time or from time to time, provided that: (i) such Borrower shall give the
Administrative Agent notice of each such prepayment as provided in Section 4.05
hereof (and, upon the date specified in any such notice of prepayment, the
amount to be prepaid shall become due and payable hereunder) and (ii) any
prepayment of a Eurocurrency Loan on a day other than the last day of the
Interest Period for such Loan shall be subject to the payment of any
compensation payable under Section 5.05 hereof. Money Market Loans may not be
prepaid.



          (b) Currency Valuation. In the event that any Borrower selects an
Interest Period of more than three months’ duration for any borrowing of Loans,
on each Currency Valuation Date (as defined below), the Administrative Agent
shall determine the sum of the aggregate outstanding principal amount of all
Loans. For purposes of this determination, the outstanding principal amount of
any Loan that is denominated in any Alternative Currency shall be deemed to be
the Dollar Equivalent of the amount in the Alternative Currency of such Loan,
determined as of such Currency Valuation Date. Upon making such determination,
the



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31



Administrative Agent shall promptly notify the Lenders and each Borrower
thereof. If, on the date of such determination, such sum of the aggregate
principal amount of all Loans exceeds 105% of the aggregate of the Commitments
as then in effect, the Borrowers shall, if requested by the Majority Lenders
(through the Administrative Agent), prepay outstanding Loans (ratably in
accordance with the then outstanding aggregate principal amounts thereof) in
such amounts as shall be necessary so that after giving effect thereto the
aggregate outstanding principal amount of all Loans does not exceed the
aggregate Commitments. After the date of any such prepayment, the Borrowers
shall not be required to make a prepayment under this Section 2.09(b) until any
Borrower subsequently selects an Interest Period of more than three months’s
duration. Any such payment shall be accompanied by accrued interest thereon as
provided in Section 3.02 hereof and by any amounts payable under Section 5.05
hereof.


          For purposes of this Section 2.09(b), “Currency Valuation Date” shall
mean, with respect to each Interest Period having an initial duration of more
than three months for any borrowing of Loans, each date which occurs at
intervals of three months after the first day of such Interest Period (or, if
any such date is not a Business Day, the immediately preceding Business Day).



          2.10 Increases in Commitments.



          (a) The Borrowers, acting jointly, shall have the right at any time to
increase the aggregate amount of the Commitments hereunder to an amount not to
exceed $1,500,000,000 by causing one or more banks or other financial
institutions, which may include any Lender already party to this Agreement, to
become a “Lender” party to this Agreement or (in the case of any Lender already
party to this Agreement) to increase the amount of such Lender’s Commitment;
provided that (i) the addition of any bank or other financial institution to
this Agreement that is not already a Lender shall be subject to the consent of
the Administrative Agent (which consent shall not be unreasonably withheld or
delayed) and (ii) the Commitment of any bank or other financial institution
becoming a “Lender” party to this Agreement, and any increase in the amount of
the Commitment of any Lender already party to this Agreement, shall be in an
amount equal to an integral multiple of $1,000,000 and not less than
$10,000,000.



          (b) Any increase in the aggregate amount of the Commitments pursuant to
Section 2.10(a) hereof shall be effective only upon the execution and delivery
to the Borrowers and the Administrative Agent of a commitment increase letter
in substantially the form of Exhibit I hereto (a “Commitment Increase Letter”),
which Commitment Increase Letter shall be delivered to the Administrative Agent
not less than five Business Days prior to the Commitment Increase Date and
shall specify (i) the amount of the Commitment of any bank or other financial
institution becoming a “Lender” party to this Agreement or of any increase in
the amount of the Commitment of any Lender already party to this Agreement and
(ii) the date such increase is to become effective (the “Commitment Increase
Date”).



          (c) Any increase in the aggregate amount of the Commitments pursuant to
this Section 2.10 shall not be effective unless:



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32




		
	 	     (i) no Default shall have occurred and be continuing on the
Commitment Increase Date;
	 
	 	     (ii) each of the representations and warranties made by the
Borrowers in Section 7 hereof (other than the Excluded Representations)
shall be true and correct in all material respects on and as of the
Commitment Increase Date with the same force and effect as if made on and
as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific
date);
	 
	 	     (iii) no notice of borrowing of Syndicated Loans affected by such
increase in the aggregate amount of the Commitments shall have been
given, in each case, on and as of such Commitment Increase Date;
	 
	 	     (iv) such increase in the aggregate amount of the Commitments does
not cause any Lender to hold a Commitment in an amount exceeding 25% of
the aggregate amount of the Commitments;
	 
	 	     (v) immediately after giving effect to such increase, the aggregate
amount of Commitments available for borrowing by COFC shall not exceed
25% of the aggregate amount of Commitments; and
	 
	 	     (vi) the Administrative Agent shall have received (with sufficient
copies for each of the Lenders) each of (x) a certificate of the
corporate secretary or assistant secretary of the Borrowers as to the
taking of any corporate action necessary in connection with such increase
and (y) an opinion or opinions of counsel to the Borrowers as to their
corporate power and authority to borrow hereunder after giving effect to
such increase.



Each notice requesting an increase in the aggregate amount of the Commitments
pursuant to this Section 2.10 shall constitute a certification to the effect
set forth in clauses (i) and (ii) of the preceding sentence.


          (d) No Lender shall at any time be required to agree to a request of a
Borrower to increase its Commitment or obligations hereunder.



          2.11
Undertaking of COB. COB hereby agrees with each Lender and the
Administrative Agent as follows:



          (a) Undertaking to Pay. At the request of FSB and COBE, COB hereby
irrevocably undertakes in favor of the Administrative Agent that COB will honor
the Administrative Agent’s sight drafts drawn on COB and payable to the order
of the Administrative Agent upon presentation of such drafts to COB at the
address to which notices are deliverable to COB under Section 11.02 hereof
accompanied by a written certification referred to below (such undertaking to
honor such drafts being herein called, the “Undertaking”). Each draft must be
accompanied by written certification of the Administrative Agent in the form



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33



of
Exhibit J to this Agreement. Each draft drawn under and in compliance with the
Undertaking will be duly honored by COB forthwith upon presentation by paying
the amount of such draft to the Administrative Agent at the Administrative
Agent’s Account in the manner specified in Section 4.01 hereof.


          (b) Amount Available. The aggregate amount available to be drawn under
this Section 2.11 shall be equal to (i) the aggregate amount of Commitments
hereunder plus (ii) interest (computed on the basis of a year of 360 days) that
would accrue on such aggregate amount for a period of 360 days at a rate per
annum equal to 12%. Partial and multiple drawings under this Section 2.11 are
permitted. The Undertaking shall expire on the date 100 days following the
Commitment Termination Date.



          (c) Certain Terms and Conditions. All charges and commissions incurred by
COB in connection with the issuance or administration of the Undertaking
(including any drawing in respect of the Undertaking) shall be for account of
FSB or COBE, as the case may be. This Section 2.11 sets forth in full the
terms of the Undertaking, and the Undertaking shall not in any way be amended,
modified, amplified or limited by reference to any other Section or provision
of this Agreement or any document, instrument or agreement referred to herein,
and any such reference shall not be deemed to incorporate in this Section 2.11
by reference any document, instrument or agreement. The obligations of COB in
respect of the Undertaking are
independent of any of the obligations of any other party to this Agreement and
of any obligations of COB under any other Section or provision of this
Agreement (and accordingly the Undertaking is intended to be both a “credit”
and a “letter of credit” within the meaning of Article 5 of the New York
Uniform Commercial Code), and the entitlement of the Administrative Agent to
draw under the Undertaking is subject only to compliance by the Administrative
Agent with the express conditions to drawing set forth in this Section 2.11.
The Undertaking may not be assigned or transferred other than to a successor
Administrative Agent appointed in accordance with Section 10.08 hereof.



          (d) Reimbursement. FSB and COBE agree to reimburse COB for any drawing by
the Administrative Agent under the Undertaking for their respective accounts,
without notice or demand of any kind, not later than 1:00 p.m. (New York time)
on the Business Day following such drawing, in an amount equal to the amount of
such drawing. COB hereby agrees that until the payment and satisfaction in
full of the principal of and interest on the Loans made by the Lenders to, and
any Notes held by each Lender of, FSB and COBE and all other amounts from time
to time owing to the Lenders or the Administrative Agent by FSB and COBE
hereunder and under any Notes and the expiration or termination of the
Commitments COB shall not exercise any right or remedy to collect any amount
owing by FSB or COBE to COB under this Section 2.11(d).



          (e) UCP. The Undertaking is subject to the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500 (the “UCP”). In the event of any conflict between the law
of the State of New York (which, pursuant to Section 11.10 hereof, governs this
Agreement) and the UCP, the UCP shall



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34



control. Notwithstanding Article 17 of
the UCP, if the Undertaking expires during an interruption of business as
described in said Article 17, COB shall effect payment if the Undertaking is
drawn against within 30 days after the resumption of business.


          (f) Distribution of Proceeds of Drawing. Each payment received by the
Administrative Agent in connection with any drawing under the Undertaking shall
be promptly applied by the Administrative Agent to the obligations of FSB or
COBE, as the case may be, in respect of which such drawing was made.



          SECTION 3. Payments of Principal and Interest.



          3.01 Repayment of Loans. Each Borrower hereby promises to pay to the
Administrative Agent for account of each Lender the principal of each Loan made
by such Lender to such Borrower, and each such Loan shall mature, on the last
day of the Interest Period therefor. Except as set forth in Section 2.11
hereof, no Borrower shall have liability for the obligations of another
Borrower.



          3.02 Interest. Each Borrower hereby promises to pay to the Administrative Agent for
account of each Lender interest on the unpaid principal amount of each Loan
made by such Lender to such Borrower for the period from and including the date
of such Loan to but excluding the date such Loan shall be paid in full, at the
following rates per annum:




		
	 	     (a) if such Loan is a Base Rate Loan, the Base Rate (as in effect
from time to time) plus the Applicable Margin;
	 
	 	     (b) if such Loan is a Eurocurrency Loan, the Eurocurrency Rate for
such Loan for the Interest Period therefor plus the Applicable Margin;
	 
	 	     (c) if such Loan is a LIBOR Market Loan, the Eurocurrency Rate for
such Loan for the Interest Period therefor plus (or minus) the LIBO
Margin quoted by the Lender making such Loan in accordance with Section
2.03 hereof; and
	 
	 	     (d) if such Loan is a Set Rate Loan, the Set Rate for such Loan for
the Interest Period therefor quoted by the Lender making such Loan in
accordance with Section 2.03 hereof.



          Notwithstanding the foregoing, each Borrower hereby promises to pay to the
Administrative Agent for account of each relevant Lender interest at the
applicable Post-Default Rate on any principal of any Loan made by such Lender
to such Borrower, and on any other amount payable by such Borrower to or for
account of such Lender hereunder or under any Notes, that shall not be paid in
full when due (whether at stated maturity, by acceleration, by mandatory
prepayment or otherwise), for the period from and including the due date
thereof to but excluding the date the same is paid in full. Accrued interest
on each Loan shall be payable (i) on the last day of the Interest Period
therefor and, if such Interest Period is longer than 90 days (in the case of a
Set Rate Loan) or three months (in the case of a Eurocurrency Loan or a



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35



LIBOR
Market Loan), at 90-day or three-month intervals, respectively, following the
first day of such Interest Period, and (ii) in the case of any Loan, upon the
payment or prepayment thereof (but only on the principal amount so paid or
prepaid), except that interest payable at the Post-Default Rate shall be
payable from time to time on demand. Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative
Agent shall give notice thereof to the Lenders to which such interest is
payable and to the applicable Borrower.


          SECTION 4. Payments; Pro Rata Treatment; Computations; Etc.



          4.01 Payments.



          (a) Except to the extent otherwise provided herein, all payments of
principal
of and interest on any Loan and of all other amounts to be made by a Borrower
under this Agreement and any Notes shall be made in the Currency in which such
Loan or other amount is denominated, in immediately available funds, without
deduction, set-off or counterclaim, to the Administrative Agent at the
Administrative Agent’s Account for the Currency in which such Loan or other
amount is denominated, not later than 1:00 p.m. Local Time on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Business Day),
provided that if a new Loan is to be made to a Borrower by any Lender on a date
on which such Borrower is to repay any principal of an outstanding Loan of such
Lender and in the same Currency, such Lender shall apply the proceeds of such
new Loan to the payment of the principal to be repaid and only an amount equal
to the difference between the principal to be borrowed and the principal to be
repaid shall be made available by such Lender to the Administrative Agent as
provided in Section 2.02 hereof or paid by the applicable Borrower to the
Administrative Agent pursuant to this Section 4.01, as the case may be. All
amounts owing under this Agreement and any Notes (other than principal of and
interest on Loans denominated in an Alternative Currency) are denominated and
payable in Dollars.



          (b) Any Lender for whose account any such payment is to be made may (but
shall not be obligated to) debit the amount of any such payment that is not
made by such time to any ordinary deposit account of the Borrower obligated to
make such payment with such Lender (with notice to such Borrower and the
Administrative Agent), provided that such Lender’s failure to give such notice
shall not affect the validity thereof.



          (c) Each Borrower shall, at the time of making each payment under this
Agreement or any Note for account of any Lender, specify to the Administrative
Agent (which shall so notify the intended recipient(s) thereof) the Loans or
other amounts payable by such Borrower hereunder to which such payment is to be
applied (and in the event that such Borrower fails to so specify, or if an
Event of Default has occurred and is continuing, the Administrative Agent may
distribute such payment to the Lenders for application in such manner as it or
the Majority Lenders, subject to Section 4.02 hereof, may determine to be
appropriate).



Credit Agreement







 



36



          (d) Each payment received by the Administrative Agent under this Agreement
or any Note for account of any Lender shall be paid by the Administrative Agent
promptly to such Lender, in like Currency and immediately available funds, for
account of such Lender’s Applicable Lending Office for the Loan or other
obligation in respect of which such payment is made.



          (e) If the due date of any payment under this Agreement or any Note would
otherwise fall on a day that is not a Business Day, such payment shall be made
on the next preceding Business Day.



          4.02 Pro Rata Treatment. Except to the extent otherwise provided herein:




		
	 	     (a) each borrowing under Section 2.01 hereof of Syndicated Loans
shall be made from the Lenders, each payment under Section 2.05(a) hereof
of facility fee to the Lenders, and each termination or reduction under
Section 2.04(b) hereof of the Commitments shall be applied to the
respective Commitments of the Lenders, pro rata according to the amounts
of their respective Commitments;
	 
	 	     (b) except as otherwise provided in Section 5.04 hereof,
Eurocurrency Loans having the same Interest Period shall be allocated
among the Lenders pro rata according to the amounts of their respective
Commitments;
	 
	 	     (c) each payment or prepayment of principal of Syndicated Loans, and
each payment under Section 2.05 hereof of utilization fee to the Lenders,
shall be made by a Borrower (allocated between the Borrowers in
accordance with the last sentence of Section 2.05(b) hereof) for account
of the Lenders pro rata according to the respective unpaid principal
amounts of the Syndicated Loans owing by such Borrower held by such
Lenders; and
	 
	 	     (d) each payment of interest on Syndicated Loans shall be made by a
Borrower for account of the Lenders pro rata according to the amounts of
interest on such Loans then due and payable by such Borrower to such
Lenders.



          4.03 Computations. Interest on Money Market Loans and Eurocurrency Loans and
facility and utilization fee shall be computed on the basis of a year of 360
days and actual days elapsed (including the first day but excluding the last
day) occurring in the period for which payable, and interest on Base Rate Loans
shall be computed on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed (including the first day but excluding the last
day) occurring in the period for which payable. Notwithstanding the foregoing,
(a) for each day that the Base Rate is calculated by reference to the Federal
Funds Rate, interest on Base Rate Loans shall be computed on the basis of a
year of 360 days and actual days elapsed and (b) interest on Eurocurrency Loans
denominated in Pounds Sterling shall be computed on the basis of a year of 365
or 366 days, as the case may be.



          4.04 Minimum Amounts


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37



          4.04 Minimum Amounts. Except for prepayments made pursuant to Section 5.04
hereof, each borrowing and partial prepayment of principal of Loans (other than
Money Market Loans) shall aggregate to an integral multiple of $1,000,000 and
not less than $10,000,000 (borrowings or prepayments of Loans of different
Types or, in the case of Eurocurrency Loans, having different Interest Periods
at the same time hereunder to be deemed separate borrowings and prepayments for
purposes of the foregoing, one for each Type or Interest Period), provided that
(a) the aggregate principal amount of Eurocurrency Loans having the same
Interest Period shall aggregate to an integral multiple of $1,000,000 and not
less than $20,000,000 (or, in the case of Loans denominated in an Alternative
Currency, the Foreign Currency Equivalent thereof (rounded to the nearest 1,000
units of such Alternative Currency)) and (b) if any Eurocurrency Loans would
otherwise be in a lesser principal amount for any period, such Loans shall be
Base Rate Loans during such period.



          4.05 Certain Notices. Except as otherwise provided in Section 2.03 hereof
with respect to Money Market Loans, notices by a Borrower to the Administrative
Agent of terminations or reductions of the Commitments and of borrowings and
optional prepayments of Loans, Currencies and Types of Loans and of the
duration of Interest Periods shall be irrevocable and shall be effective only
if received by the Administrative Agent not later than 11:00 a.m. New York time
on the number of Business Days prior to the date of the relevant termination,
reduction, borrowing or prepayment or the first day of such Interest Period
specified below:




	 	 	 	 	 
	 	 	Number of
	Type	 	Business Days Prior
	
	 	

	Termination or reduction of Commitments	 	 	
3	 
	 
	Borrowing or prepayment of Base Rate Loans	 	 	
same day	 
	 
	Borrowing or prepayment of, or duration of	 	 	
3	 
	Interest Period for, Eurocurrency Loans	 	 	 	 
	denominated in Dollars	 	 	 	 
	 
	Borrowing or prepayment of, or duration of	 	 	
4	 
	Interest Period for, Eurocurrency Loans	 	 	 	 
	denominated in an Agreed Alternative Currency	 	 	 	 



Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing or
optional prepayment shall be in substantially the form of Exhibit D hereto and
shall specify the Loans to be borrowed or prepaid and the amount (subject to
Section 4.04 hereof), Currency and Type of each Loan to be borrowed or prepaid,
the date of borrowing or optional prepayment (which shall be a Business Day),
the Interest Period of the Loans to be borrowed or prepaid and the identity of
the applicable Borrower; provided that any notice of borrowing given by FSB or
COBE shall also be signed by COB. The Administrative Agent shall promptly
notify the affected Lenders of the contents of each such notice.


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38



          4.06 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or a Borrower (the
“Payor”) prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be
made by such Lender hereunder or (in the case of a Borrower) a payment to the
Administrative Agent for account of one or more of the
Lenders hereunder (such payment being herein called the “Required Payment”),
which notice shall be effective upon receipt, that the Payor does not intend to
make the Required Payment to the Administrative Agent, the Administrative Agent
may assume that the Required Payment has been made and may, in reliance upon
such assumption (but shall not be required to), make the amount thereof
available to the intended recipient(s) on such date; and, if the Payor has not
in fact made the Required Payment to the Administrative Agent, the recipient(s)
of such payment shall, on demand, repay to the Administrative Agent the amount
so made available together with interest thereon in respect of each day during
the period commencing on the date (the “Advance Date”) such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day and, if such recipient(s) shall fail promptly to make such payment,
the Administrative Agent shall be entitled to recover such amount, on demand,
from the Payor, together with interest as aforesaid, provided that if neither
the recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:




		
	 	     (i) if the Required Payment shall represent a payment to be made by
a Borrower to the Lenders, such Borrower and the recipient(s) shall each
be obligated retroactively to the Advance Date to pay interest in respect
of the Required Payment at the Post-Default Rate (without duplication of
the obligation of such Borrower under Section 3.02 hereof to pay interest
on the Required Payment at the Post-Default Rate), it being understood
that the return by the recipient(s) of the Required Payment to the
Administrative Agent shall not limit such obligation of such Borrower
under said Section 3.02 to pay interest at the Post-Default Rate in
respect of the Required Payment; and
	 
	 	     (ii) if the Required Payment shall represent proceeds of a Loan to
be made by the Lenders to a Borrower, the Payor and such Borrower shall
each be obligated retroactively to the Advance Date to pay interest in
respect of the Required Payment pursuant to whichever of the rates
specified in Section 3.02 hereof is applicable to the Type of such Loan,
it being understood that the return by such Borrower of the Required
Payment to the Administrative Agent shall not limit any claim such
Borrower may have against the Payor in respect of such Required Payment.



          4.07 Sharing of Payments, Etc.



          (a) Each Borrower agrees that, in addition to (and without limitation of)
any right of set-off, banker’s lien or counterclaim a Lender may otherwise
have, each Lender shall be



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39



entitled, at its option (to the fullest extent
permitted by law), to set off and apply any deposit (general or special, time
or demand, provisional or final), or other indebtedness, held by it for the
credit or account of such Borrower at any of its offices, in Dollars or in any
other currency,
against any principal of or interest on any of such Lender’s Loans to such
Borrower or any other amount payable by such Borrower to such Lender hereunder,
that is not paid when due (regardless of whether such deposit or other
indebtedness is then due to such Borrower), in which case it shall promptly
notify such Borrower and the Administrative Agent thereof, provided that such
Lender’s failure to give such notice shall not affect the validity thereof.


          (b) If any Lender shall obtain from a Borrower payment of any principal of
or interest on any Syndicated Loan owing to such Lender or payment of any other
amount owing under this Agreement (other than in respect of Money Market Loans)
through the exercise of any right of set-off, banker’s lien or counterclaim or
similar right or otherwise (other than from the Administrative Agent as
provided herein), and, as a result of such payment, such Lender shall have
received a greater percentage of the principal of or interest on the Syndicated
Loans or such other amounts due hereunder from such Borrower to such Lender
than the percentage received by any other Lender, it shall promptly purchase
from such other Lenders participations in (or, if and to the extent specified
by such Lender, direct interests in) the Loans or such other amounts,
respectively, owing to such other Lenders (or in interest due thereon, as the
case may be) in such amounts, and make such other adjustments from time to time
as shall be equitable, to the end that all the Lenders shall share the benefit
of such excess payment (net of any expenses that may be incurred by such Lender
in obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal of and/or interest on the Loans or such other amounts,
respectively, owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.



          (c) The Borrower obligated in respect of such Loans or other amounts
agrees that any Lender so purchasing such a participation (or direct interest)
may exercise all rights of set-off, banker’s lien, counterclaim or similar
rights with respect to such participation as fully as if such Lender were a
direct holder of Loans or other amounts (as the case may be) owing to such
Lender in the amount of such participation.



          (d) Nothing contained herein shall require any Lender to exercise any such
right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness
or obligation of a Borrower. If, under any applicable bankruptcy, insolvency
or other similar law, any Lender receives a secured claim in lieu of a set-off
to which this Section 4.07 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 4.07 to
share in the benefits of any recovery on such secured claim.



SECTION 5. Yield Protection, Etc.


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40



          5.01 Additional Costs.



          (a) Each Borrower shall pay directly to each Lender from time to time such
amounts as such Lender may determine to be necessary to compensate such Lender
for any costs that such Lender determines are attributable to its making or
maintaining of any Fixed Rate Loans owing by such Borrower or its obligation to
make to such Borrower any Fixed Rate Loans hereunder, or any reduction in any
amount receivable by such Lender hereunder in respect of any of such Loans or
such obligation (such increases in costs and reductions in amounts receivable
being herein called “Additional Costs”), resulting from any Regulatory Change
(including without limitation, the introduction of, changeover to or operation
of the Euro in a Participating Member State) that:




		
	 	     (i) shall subject any Lender (or its Applicable Lending Office for
any of such Loans) to any Taxes; or
	 
	 	     (ii) imposes or modifies any reserve, special deposit or similar
requirements (other than, in the case of any Lender for any period as to
which a Borrower is required to pay any amount under Section 5.01(d)
hereof, the reserves against “Eurocurrency liabilities” under Regulation
D referred to therein) relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of, such Lender
(including, without limitation, any of such Loans or any deposits
referred to in the definition of “Fixed Base Rate” in Section 1.01
hereof), or any commitment of such Lender (including, without limitation,
the Commitment(s) of such Lender hereunder); or
	 
	 	     (iii) imposes any other condition affecting this Agreement or (if
any) its Notes (or any of such extensions of credit or liabilities) or
its Commitment(s).



If any Lender requests compensation from a Borrower under this Section 5.01(a),
such Borrower may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender thereafter to make Eurocurrency
Loans to such Borrower until the Regulatory Change giving rise to such request
ceases to be in effect (in which case the provisions of Section 5.04 hereof
shall be applicable), provided that such suspension shall not affect the right
of such Lender to receive the compensation so requested.


          (b) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), if any Lender shall have determined
that any law or regulation or any interpretation, directive or request (whether
or not having the force of law and whether or not failure to comply therewith
would be unlawful) of any court or governmental or monetary authority, (i)
following any Regulatory Change or (ii) implementing any risk-based capital
guideline or other requirement (whether or not having the force of law and
whether or not the failure to comply therewith would be unlawful) hereafter
issued by any government or governmental or supervisory authority implementing
at the national level any change in the Basle Accord, has or would have the
effect of reducing the rate of return on assets or equity of such Lender (or
any Applicable Lending Office of such Lender or any bank holding company of



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41



which such Lender is a subsidiary) as a consequence of such Lender’s Commitment
to make or maintain Loans to a Borrower or Loans made to such Borrower to a
level below that which such Lender (or any Applicable Lending Office or such
bank holding company) could have achieved but for such law, regulation,
interpretation, directive or request, then such Borrower shall pay directly to
each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender (or, without duplication,
such bank holding company) for such reduction.


          (c) Each Lender shall notify the relevant Borrower of any event occurring
after the date hereof entitling such Lender to compensation from such Borrower
under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but
in any event within 45 days, after such Lender obtains actual knowledge
thereof; provided that (i) if any Lender fails to give such notice within 45
days after it obtains actual knowledge of such an event, such Lender shall,
with respect to compensation payable by such Borrower pursuant to this Section
5.01 in respect of any costs resulting from such event, only be entitled to
payment under this Section 5.01 for costs incurred from and after the date 45
days prior to the date that such Lender does give such notice and (ii) each
Lender will designate a different Applicable Lending Office for the Loans of
such Lender affected by such event if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the sole opinion of
such Lender, be disadvantageous to such Lender, except that such Lender shall
have no obligation to designate an Applicable Lending Office located in the
United States of America. Each Lender will furnish to the relevant Borrower a
certificate setting forth the basis and amount of each request by such Lender
for compensation under paragraph (a) or (b) of this Section 5.01.
Determinations and allocations by any Lender for purposes of this Section 5.01
of the effect of any Regulatory Change pursuant to paragraph (a) of this
Section 5.01, or of the effect of capital maintained pursuant to paragraph (b)
of this Section 5.01, on its costs or rate of return of maintaining Loans or
its obligation to make Loans, or on amounts receivable by it in respect of
Loans, and of the amounts required to compensate such Lender under this Section
5.01, shall be conclusive, provided that such determinations and allocations
are made on a reasonable basis.



          (d) Without limiting the effect of the foregoing, each Borrower shall pay
to each Lender on the last day of the Interest Period therefor so long as such
Lender is maintaining reserves against “Eurocurrency liabilities” under
Regulation D (or, unless the provisions of paragraph (b) above are applicable,
so long as such Lender is, by reason of any Regulatory Change, maintaining
reserves against any other category of liabilities that includes deposits by
reference to which the interest rate on Fixed Rate Loans is determined as
provided in this Agreement or against any category of extensions of credit or
other assets of such Lender that includes any Fixed Rate Loans) an additional
amount (determined by such Lender and notified to such Borrower through the
Administrative Agent) equal to the product of the following for each Fixed Rate
Loan to such Borrower for each day during such Interest Period:




		
	 	     (i) the principal amount of such Fixed Rate Loan outstanding on
such day; and
	 
	 	     (ii) the remainder of (x) a fraction the numerator of which is the
rate (expressed



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42




		
	 	as a decimal) at which interest accrues on such Fixed Rate Loan for such
Interest Period as provided in this Agreement (less the Applicable
Margin) and the denominator of which is one minus the effective rate
(expressed as a decimal) at which such Reserve Requirements are imposed
on such Lender on such day minus (y) such numerator; and




		
	 	     (iii) 1/360.



Notwithstanding the foregoing, this Section 5.01 does not apply to the extent
that any Additional Costs are compensated for by Section 5.06 or would have
been so compensated but for the application of any exclusion under Section
5.06(i).


          5.02 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of any Fixed Base Rate
for any Interest Period:




		
	 	     (a) the Administrative Agent determines, which determination shall
be conclusive, that quotations of interest rates for the relevant
deposits referred to in the definition of “Fixed Base Rate” in Section
1.01 hereof are not being provided in the relevant amounts or Currencies
or for the relevant maturities for purposes of determining rates of
interest for either Type of Fixed Rate Loans as provided herein; or
	 
	 	     (b) the Majority Lenders determine (or any Lender that has
outstanding a Money Market Quote with respect to a LIBOR Market Loan
determines), which determination shall be conclusive, and notify (or
notifies, as the case may be) the Administrative Agent that the relevant
rates of interest referred to in the definition of “Fixed Base Rate” in
Section 1.01 hereof upon the basis of which the rate of interest for
Eurocurrency Loans (or LIBOR Market Loans, as the case may be) in any
Currency for such Interest Period is to be determined will not adequately
and fairly reflect the cost to such Lenders (or to such quoting Lender)
of making or maintaining Eurocurrency Loans (or LIBOR Market Loans, as
the case may be) in such Currency for such Interest Period;



then the Administrative Agent shall give each affected Borrower and Lender
prompt notice thereof and, so long as such condition remains in effect, the
Lenders (or such quoting Lender) shall be under no obligation to make
additional Eurocurrency Loans in such Currency, and such Lender shall no longer
be obligated to make any LIBOR Market Loan in such Currency that it has offered
to make.


          5.03 Illegality; Agreed Alternative Currencies. Notwithstanding any other
provision of this Agreement, in the event that it becomes unlawful for any
Lender or its Applicable Lending Office to honor its obligation to make or
maintain Eurocurrency Loans or LIBOR Market Loans in any Currency hereunder
(and, in the sole opinion of such Lender, the designation of a different
Applicable Lending Office would either not avoid such unlawfulness or would be
disadvantageous to such Lender), then such Lender
shall promptly notify each affected Borrower thereof (with a copy to the
Administrative Agent) and such Lender’s obligation to make Eurocurrency Loans
in such Currency shall be suspended until such time as



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43



such Lender may again
make and maintain Eurocurrency Loans in such Currency (in which case the
provisions of Section 5.04 hereof shall be applicable), and such Lender shall
no longer be obligated to make any LIBOR Market Loan in such Currency that it
has offered to make.


          5.04 Treatment of Affected Loans. If the obligation of any Lender to make
Eurocurrency Loans in Dollars shall be suspended pursuant to Section 5.01 or
5.03 hereof, then, unless and until such Lender gives notice as provided below
that the circumstances specified in Section 5.01 or 5.03 hereof that gave rise
to such suspension no longer exist (which such Lender agrees to do promptly
upon such circumstances ceasing to exist), all Loans that would otherwise be
made by such Lender as Eurocurrency Loans in Dollars shall be made instead as
Base Rate Loans. If the obligation of any Lender to make Eurocurrency Loans
denominated in any Agreed Alternative Currency shall be suspended pursuant to
Section 5.01 or 5.03 hereof, then, unless and until such Lender gives notice as
provided below that the circumstances specified in Section 5.01 or 5.03 hereof
that gave rise to such suspension no longer exist (which such Lender agrees to
do promptly upon such circumstances ceasing to exist), all Loans that would
otherwise be made by such Lender as Eurocurrency Loans in such Agreed
Alternative Currency shall, except as provided in the immediately preceding
sentence, be made instead as Eurocurrency Loans denominated in Dollars.



          5.05 Compensation. Each Borrower shall pay to the Administrative Agent for
account of each Lender, upon the request of such Lender through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate such Lender for any loss, cost
or expense that such Lender determines is attributable to:




		
	 	     (a) any payment or mandatory or optional prepayment of a Fixed Rate
Loan or a Set Rate Loan made by such Lender to such Borrower (which shall
not include the return by a Borrower pursuant to Section 4.06 hereof of
any Required Payment previously advanced to such Borrower by the
Administrative Agent on behalf of a Lender) for any reason (including,
without limitation, the acceleration of the Loans pursuant to Section 9
hereof) on a date other than the last day of the Interest Period for such
Loan; or
	 
	 	     (b) any failure by such Borrower for any reason (including, without
limitation, the failure of any of the conditions precedent specified in
Section 6 hereof to be satisfied) to borrow a Fixed Rate Loan or a Set
Rate Loan (with respect to which, in the case of a Money Market Loan,
such Borrower has accepted a Money Market Quote) from such Lender on the
date for such borrowing specified in the relevant notice of borrowing
given
pursuant to Section 2.02 or 2.03(b) hereof.



Such compensation shall be equal to an amount equal to the excess, if any, of
(i) the amount of interest that otherwise would have accrued on the principal
amount so paid, prepaid or not borrowed for the period from the date of such
payment, prepayment or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow,


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44



the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the Eurocurrency Rate for such Loan for such Interest
Period over (ii) the amount of interest that otherwise would have accrued on
such principal amount at a rate per annum equal to the interest component of
the amount such Lender would have bid in the London interbank market (if such
Loan is a Eurocurrency Loan or a LIBOR Market Loan) or the United States
secondary certificate of deposit market (if such Loan is a Set Rate Loan) for
deposits denominated in the relevant Currency of leading banks in amounts
comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Lender). Any Lender requesting
compensation pursuant to this Section 5.05 will furnish to the relevant
Borrower a certificate setting forth its computation of the amount of such
compensation, which certificate shall be conclusive as to the amount of such
compensation provided that the computations made therein are made on a
reasonable basis.


          5.06 Taxes.



          (a) Any and all payments by each Borrower hereunder shall be made, in
accordance with Section 4.01, free and clear of and without deduction or
liability for any and all current or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding
taxes (including, without limitation, taxes on net income, profits or gains)
imposed on the Administrative Agent or any Lender (or any transferee or
assignee thereof, including a participation holder (any such entity a
“Transferee”)) as a result of a present, former or future connection between
the jurisdiction of the governmental authority imposing such tax or any
political subdivision or taxing authority thereof or therein and the
Administrative Agent or the Lender (other than a connection resulting from or
attributable to such Administrative Agent or Lender having executed, delivered
or performed its obligations, or enforced, this Agreement or any Note) (all
such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities, collectively or individually, “Taxes”). If a Borrower shall be
required to deduct any Taxes from or in respect of any sum payable hereunder to
any Lender (or any Transferee) or the Administrative Agent, or any Lender,
Transferee or the Administrative Agent shall be required to pay such Taxes, (i)
the sum payable shall be increased by the amount (an “additional amount”)
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 5.06) such Lender (or
Transferee) or the Administrative Agent (as the case may be) shall receive an
amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions and (iii) such Borrower
shall pay the full amount deducted to the relevant governmental authority in
accordance with applicable law.



          (b) In addition, each Borrower agrees to pay to the relevant governmental
authority in accordance with applicable law any current or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or
any Note (“Other Taxes”).



Credit Agreement



 






 





45



          (c) Each Borrower will indemnify each Lender (or Transferee) and the
Administrative Agent on an after-tax basis for the full amount of Taxes and
Other Taxes paid by such Lender (or Transferee) or the Administrative Agent, as
the case may be, and any liability (including penalties, interest and expenses
(including reasonable attorney’s fees and expenses)) arising therefrom or with
respect thereto (except in the case of gross negligence or willful misconduct
of such Lender (or Transferee) or the Administrative Agent), whether or not
such Taxes or Other Taxes were correctly or legally asserted by the relevant
governmental authority. A certificate as to the amount of such payment or
liability prepared by a Lender (or Transferee), or the Administrative Agent,
absent manifest error, shall be final, conclusive and binding for all purposes.
Such indemnification shall be made within 30 days after the date such Lender
(or Transferee) or the Administrative Agent, as the case may be, makes written
demand therefor.



          (d) If a Borrower determines in good faith that a reasonable basis exists
for contesting a Tax, the relevant Lender (or Transferee), or the
Administrative Agent, as applicable, shall cooperate with such Borrower in
challenging such Tax in such Borrower’s name at such Borrower’s expense if
requested by such Borrower.



          (e) As soon as practicable after the date of any payment of Taxes or Other
Taxes by a Borrower to the relevant Governmental Authority, such Borrower will
deliver to the Administrative Agent, at its address referred to in Section
11.02, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing payment thereof.



          (f) Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section 5.06 shall
survive the payment in full of the principal of and interest on all Loans made
hereunder.



          (g) Each U.S. Borrower agrees to pay to each Lender that is not a U.S.
Person such additional amounts as are necessary in order that the net payment
of any amount due from such U.S. Borrower to such non-U.S. Person hereunder
after deduction for or withholding in respect of any U.S. Taxes imposed with
respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such
non-U.S. Person), will not be less than the amount stated herein to be then due
and payable, provided that the foregoing obligation to pay such additional
amounts shall not apply:




		
	 	     (i) to any payment to any Lender hereunder unless such Lender is, on
the date hereof (or on the date it becomes a Lender hereunder as provided
in Section 11.06(b) hereof) and on the date of any change in the
Applicable Lending Office of such Lender, either entitled to submit a
Form W-8BEN (relating to such Lender and entitling it to a complete
exemption from withholding on all interest to be received by it hereunder
in
respect of the Loans) or Form W-8ECI (relating to all interest to be
received by such Lender hereunder in respect of the Loans), or
	 
	 	     (ii) to any U.S. Taxes imposed solely by reason of the failure by
such non-U.S. Person to comply with applicable certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or connections with



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46




		
	 	the United States of
America of such non-U.S. Person if such compliance is required by statute
or regulation of the United States of America as a precondition to relief
or exemption from such U.S. Taxes.



For the purposes of this Section 5.06(a), (A) “U.S. Person” shall mean a
citizen, national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
“U.S. Taxes” shall mean any present or future tax, assessment or other charge
or levy imposed by or on behalf of the United States of America or any taxing
authority thereof or therein, (C) “Form W-8BEN” shall mean Form W-8EBN
(Certificate of Foreign Status of Beneficial Owner for Unites States Tax
Withholding) of the Department of the Treasury of the United States of America
and (D) “Form W-8ECI” shall mean Form W-8ECI (Certificate of Foreign Person’s
Claim for Exemption from Withholding of Tax on Income Effectively Connected
with the Conduct of a Trade or Business in the United States) of the Department
of the Treasury of the United States of America (or in relation to either such
Form such successor and related forms as may from time to time be adopted by
the relevant taxing authorities of the United States of America to document a
claim to which such Form relates). Each of the Forms referred to in the
foregoing clauses (C) and (D) shall include such successor and related forms as
may from time to time be adopted by the relevant taxing authorities of the
United States of America to document a claim to which such Form relates.


          (h) Within 30 days after paying any amount to the Administrative Agent or
any Lender from which it is required by law to make any deduction or
withholding, and within 30 days after it is required by law to remit such
deduction or withholding to any relevant taxing or other authority, the
relevant Borrower shall deliver to the Administrative Agent for delivery to
such non-U.S. Person evidence satisfactory to such Person of such deduction,
withholding or payment (as the case may be).



          (i) In relation to any payments of interest by COBE, there shall be no
obligation on COBE to pay any additional amount as described in (a) above or to
indemnify any Person pursuant to clause (c) above where the relevant Lender or
Transferee was not, on the date of this Agreement, or has ceased to be (other
than by reason of a change in law or the interpretation of any law) a
Qualifying Bank.



          (j) COBE and each Lender and the Administrative Agent and the relevant
Transferee shall reasonably cooperate in completing any procedural formalities
necessary to enable COBE to obtain authorization (where such authorization is
necessary) to make any payment without any deduction for or on account of any
Taxes.



          (k) If the Administrative Agent or a Lender or Transferee determines, in
its sole discretion, that it has received a refund of any Taxes or Other Taxes
as to which it has been indemnified by a Borrower or with respect to which a
Borrower has paid additional amounts pursuant to this Section 5.06, it shall
pay over such refund to such Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this



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47



Section
5.06 with respect to the Taxes or Other Taxes giving rise to such refund), net
of all reasonable out-of-pocket expenses of the Administrative Agent or such
Lender or Transferee and without interest (other than any interest paid by the
relevant governmental authority with respect to such refund); provided, that
the Borrower, upon the request of the Administrative Agent or such Lender or
Transferee, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant governmental
authority) to the Administrative Agent or such Lender or Transferee in the
event the Administrative Agent or such Lender is required to repay such refund
to such governmental authority. This Section shall not be construed to require
the Administrative Agent or any Lender or Transferee to make available its tax
returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person.


          5.07 Replacement of Lenders. If any Lender requests compensation pursuant to
Section 5.01 or 5.06 hereof, or any Lender’s obligation to make Loans of any
Type or in any Currency shall be suspended pursuant to Section 5.01 or 5.03
hereof, or any Lender becomes a Defaulting Lender pursuant to Section 11.04
hereof (any such Lender requesting such compensation, or whose obligations are
so suspended, or that becomes and remains a Defaulting Lender, being herein
called a “Subject Lender”), the Borrowers, upon three Business Days notice, may
(jointly but not severally) require that such Subject Lender transfer all of
its right, title and interest under this Agreement and such Subject Lender’s
Notes to any bank or other financial institution (a “Proposed Lender”)
identified by the Borrowers that is reasonably satisfactory to the
Administrative Agent (i) if such Proposed Lender agrees to assume all of the
obligations of such Subject Lender hereunder, and to purchase all of such
Subject Lender’s Loans hereunder for consideration equal to the aggregate
outstanding principal amount of such Subject Lender’s Loans, together with
interest thereon to the date of such purchase, and satisfactory arrangements
are made for payment to such Subject Lender of all other amounts payable
hereunder to such Subject Lender on or prior to the date of such transfer
(including any fees accrued hereunder and any amounts that would be payable
under Section 5.05 hereof as if all of such Subject Lender’s Loans were being
prepaid in full on such date) and (ii) if such Subject Lender has requested
compensation pursuant to Section 5.01 or 5.06 hereof, such Proposed Lender’s
aggregate requested compensation, if any, pursuant to said Section 5.01 or 5.06
with respect to such Subject Lender’s Loans is lower than that of the Subject
Lender. Subject to the provisions of Section 11.06(b) hereof, such Proposed
Lender shall be a “Lender” for all purposes hereunder. Without prejudice to
the survival of any other agreement of the Borrowers hereunder, the agreements
of the Borrowers contained in Sections 2.11, 5.01, 5.06, 11.03 and 11.13 hereof
(without duplication of any payments made to such Subject Lender by the
Borrowers or the Proposed Lender) shall survive for the benefit of such Subject
Lender under this Section 5.07 with respect to the time prior to such
replacement.



          SECTION 6. Conditions Precedent.



          6.01 Conditions to Effectiveness. The obligation of the Lenders to make their
Loans on the occasion of the initial borrowing hereunder is subject to the
conditions precedent



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48



that (i) the Effective Date shall have occurred on or
before May 7, 2003 and (ii) the Administrative Agent shall have received the
following documents (with, in the case of clauses (a), (b), (c), (d), (e) and
(h) below, sufficient copies for each Lender), each of which shall be
satisfactory to the Administrative Agent and special New York counsel to
JPMorgan in form and substance:



		
	 	     (a) Corporate Documents. Certified copies of the charter and
by-laws (or equivalent documents) of each Borrower and of all corporate
authority for each Borrower (including, without limitation, board of
director resolutions and evidence of the incumbency, including specimen
signatures, of officers) with respect to the execution, delivery and
performance of the Basic Documents and each other document to be
delivered by such Borrower from time to time in connection herewith and
the Loans hereunder (and the Administrative Agent and each Lender may
conclusively rely on such certificate until it receives notice in writing
from the relevant Borrower to the contrary).
	 
	 	     (b) Officer’s Certificate. A certificate of a senior officer of
each Borrower, dated the Effective Date, to the effect that (i) no
Default has occurred and is continuing and (ii) the representations and
warranties made by the Borrowers in Section 7 hereof (including the last
sentence of Section 7.02 hereof and in Section 7.03 hereof) are true and
complete on and as of the Effective Date with the same force and effect
as if made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as
of such specific date).
	 
	 	     (c) Opinion of Special U.S. Counsel to the Borrowers. An opinion,
dated the Effective Date, of McGuireWoods LLP, special U.S. counsel to
the Borrowers, substantially in the form of Exhibit B-1 hereto and
covering such other matters as the Administrative Agent may reasonably
request (and the Borrowers hereby instruct such counsel to deliver such
opinion to the Lenders and the Administrative Agent).
	 
	 	     (d) Opinion of Special English Counsel to COBE. An opinion, dated
the Effective Date, of Hammonds, special English counsel to COBE,
substantially in the form of Exhibit B-2 hereto and covering such other
matters as the Administrative Agent may reasonably request (and COBE
hereby instructs such counsel to deliver such opinion to the Lenders and
the Administrative Agent).
	 
	 	     (e) Opinion of Counsel to the Borrowers. An opinion, dated the
Effective
Date, of John G. Finneran, Jr., Esq., General Counsel and Secretary of
the Borrowers, substantially in the form of Exhibit B-3 hereto and
covering such other matters as the Administrative Agent may reasonably
request (and the Borrowers hereby instruct such counsel to deliver such
opinion to the Lenders and the Administrative Agent).
	 
	 	     (f) Opinion of Special New York Counsel to JPMorgan. An opinion,
dated the Effective Date, of Milbank, Tweed, Hadley & McCloy LLP, special
New York counsel to JPMorgan, substantially in the form of Exhibit C
hereto (and JPMorgan hereby



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49




		
	 	     instructs such counsel to deliver such
opinion to the Lenders).




		
	 	     (g) Notes. If applicable, any Notes, duly completed and executed
for each Lender requesting such Notes.
	 
	 	     (h) Existing Credit Agreement. Evidence of the termination of the
Commitments as defined in the Existing Credit Agreement and of the
payment of all amounts payable to the Lenders and the Administrative
Agent as defined therein.
	 
	 	     (i) Other Documents. Such other documents as the Administrative
Agent or special New York counsel to JPMorgan may reasonably request.



The effectiveness of the obligations of any Lender hereunder is also subject to
the payment by the Borrowers of such fees as the Borrowers shall have agreed to
pay or deliver to any Lender or the Administrative Agent in connection
herewith, including, without limitation, the reasonable fees and expenses of
Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to JPMorgan, in
connection with the negotiation, preparation, execution and delivery of this
Agreement and any Notes (to the extent that statements for such fees and
expenses have been delivered to the Borrowers).


          6.02 Initial and Subsequent Loans. The obligation of any Lender to make any
Loan (including any Money Market Loan) to a Borrower upon the occasion of each
borrowing hereunder is subject to the further conditions precedent that:




		
	 	     (a) in the case of a Syndicated Loan, the applicable Borrower shall
have given notice of such borrowing by delivery of a Notice of Borrowing
in substantially the form of Exhibit D hereto to the Administrative
Agent;
	 
	 	     (b) in the case of a Money Market Loan, the applicable Borrower
shall have requested that the Lenders make offers to make Money Market
Loans by delivery of a Money Market Quote Request in substantially the
form of Exhibit E hereto to the Administrative Agent; and
	 
	 	     (c) both immediately prior to the making of such Loan and also after
giving effect thereto and to the intended use thereof, but only if such
borrowing will increase the
aggregate outstanding principal amount of the Loans owing by such
Borrower to any Lender hereunder:




		
	 	     (i) no Default shall have occurred and be continuing; and
	 
	 	     (ii) the representations and warranties made by such Borrower
in Section 7 hereof (other than the Excluded Representations, but,
if such borrowing will increase the outstanding aggregate principal
amount of the Loans owing by COFC to any Lender hereunder,
including the representations and warranties made by each Borrower
in Section 7 hereof, other than the Excluded



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50




		
	 	Representations) shall
be true and complete on and as of the date of the making of such
Loan with the same force and effect as if made on and as of such
date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific
date).



          SECTION 7. Representations and Warranties. Each Borrower represents and
warrants to the Administrative Agent and the Lenders that:



          7.01 Corporate Existence. Each of such Borrower and its Subsidiaries: (a) is
a corporation, partnership, limited liability company or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) (i) has all requisite corporate or other
power, and (ii) except to the extent it could not reasonably be expected to
have a Material Adverse Effect, has all governmental licenses, authorizations,
consents and approvals necessary to own its assets and carry on its business as
now being conducted; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify could
(either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect. COB is a member in good standing with the Federal
Reserve System, and COB’s deposit accounts are insured by the Federal Deposit
Insurance Corporation, and no proceedings for the termination or revocation of
such insurance are pending or, to the knowledge of any Borrower, threatened.



          7.02 Financial Condition. COFC has heretofore furnished to each of the
Lenders a consolidated balance sheet of COFC and its Subsidiaries as at
December 31, 2002 and the related consolidated statements of income, changes in
stockholders’/division equity and cash flows of COFC and its Subsidiaries for
the fiscal year ended on said date, with the opinion thereon of Ernst & Young
LLP. Such financial statements present fairly, in all material respects, the
consolidated financial condition of COFC and its Subsidiaries as at said date
and the consolidated results of their operations and their cash flows for the
fiscal year ended on said date, all in accordance with generally accepted
accounting principles in the United States of America and practices applied on
a consistent basis. Since
December 31, 2002, there has been no material adverse change in the Property,
business, operations, financial condition, prospects or capitalization of COFC
and its Subsidiaries taken as a whole from that set forth in said financial
statements as at said date.



          7.03 Litigation. Except as identified in Schedule 7.03 hereto, there are no
legal or arbitral proceedings, or any proceedings by or before any governmental
or regulatory authority or agency, now pending or (to the knowledge of any
Borrower) threatened against or affecting COFC or any of its Subsidiaries as to
which there is a reasonable possibility of an adverse determination that could
(either individually or in the aggregate) have a Material Adverse Effect.



          7.04 No Breach. None of the execution and delivery of this Agreement and the



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51



Notes and the other Basic Documents, the consummation of the transactions
herein contemplated or compliance with the terms and provisions hereof will
conflict with or result in a breach of, or require any consent under, the
charter or by-laws (or equivalent documents) of any Borrower, or any applicable
law or regulation, or any order, writ, injunction or decree of any court or
governmental authority or agency, or any agreement or instrument to which COFC
or any of its Subsidiaries is a party or by which any of them or any of their
Property is bound or to which any of them is subject, or constitute a default
under any such agreement or instrument, except for any such conflict, breach or
default that, or consent that if not obtained, could not reasonably be expected
(either individually or in the aggregate) to have a Material Adverse Effect and
could not subject the Administrative Agent or any Lender to any material
liability.


          7.05 Action. Each Borrower has all necessary corporate power, authority and
legal right to execute, deliver and perform its obligations under each of the
Basic Documents to which it is a party and to consummate the transactions
contemplated thereby; the execution, delivery and performance by each Borrower
of each of the Basic Documents to which it is a party and the consummation of
the transactions contemplated thereby have been duly authorized by all
necessary corporate action on its part (including, without limitation, any
required shareholder approvals); and this Agreement has been duly and validly
executed and delivered by each Borrower and constitutes, and each of the other
Basic Documents to which it is a party when executed and delivered for value
will constitute, its legal, valid and binding obligation, enforceable against
such Borrower in accordance with its terms, except as may be limited by (a)
bankruptcy, insolvency, receivership, conservatorship, reorganization,
moratorium or similar laws of general applicability affecting the enforcement
of creditors’ rights and (b) such enforceability may be limited by the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



          7.06 Approvals.
No authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency, or any
securities exchange, are necessary for the execution, delivery or performance
by any Borrower of this Agreement or any of the other Basic Documents to which
any Borrower is a party or for the consummation of any the transactions
contemplated hereby or thereby or for the legality, validity or enforceability
hereof or thereof.



          7.07 Use of Credit. No part of the proceeds of the Loans hereunder will be
used for the purpose, whether immediate, incidental or ultimate, of buying or
carrying any Margin Stock.



          7.08 ERISA. Each Plan, and, to the knowledge of each Borrower, each
Multiemployer Plan, is in compliance in all material respects with, and has
been administered in all material respects in compliance with, the applicable
provisions of ERISA, the Code and the Age Discrimination in Employment Act, as
amended, and no event or condition has occurred and is continuing as to which
any Borrower would be under an obligation to furnish a report to the Lenders
under Section 8.01(k) hereof.



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52



          7.09 Taxes. COFC and its Subsidiaries are members of an affiliated group of
corporations filing consolidated returns for Federal income tax purposes, of
which COFC is the “common parent” (within the meaning of Section 1504 of the
Code) of such group. COFC and its Subsidiaries have filed all Federal income
tax returns and all other material tax returns that are required to be filed by
them and have paid all taxes due pursuant to such returns or pursuant to any
assessment received by COFC or any of its Subsidiaries. The charges, accruals
and reserves on the books of COFC and its Subsidiaries in respect of taxes and
other governmental charges are, in the opinion of the Borrowers, adequate. No
Borrower has given or been requested to give a waiver of the statute of
limitations relating to the payment of any Federal, state, local and foreign
taxes or other impositions.



          7.10 Investment Company Act. Neither COFC nor any of its Subsidiaries is an
“investment company”, or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended.



          7.11 Public Utility Holding Company Act. Neither COFC nor any of its
Subsidiaries is a “holding company”, or an “affiliate” of a “holding company”
or a “subsidiary company” of a “holding company”, within the meaning of the
Public Utility Holding Company Act of 1935, as amended.



          7.12 Environmental Matters. Each of COFC and its Subsidiaries has obtained
all environmental, health and safety permits, licenses and other authorizations
required under all Environmental Laws to carry on its business as now being or
as proposed to be conducted, except to the extent failure to have any such
permit, license or authorization would not (either individually or in the
aggregate) have a Material Adverse Effect. Each of such permits, licenses and
authorizations is in full force and effect, and each of COFC and its
Subsidiaries is in compliance with the terms and conditions thereof, and is
also in compliance with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in any applicable Environmental Law or in any regulation, code, plan,
order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply
therewith would not (either individually or in the aggregate) have a Material
Adverse Effect.



          7.13 True and Complete Disclosure. The information, reports, financial
statements, exhibits and schedules furnished in writing by or on behalf of any
Borrower to the Administrative Agent or any Lender in connection with the
negotiation, preparation or delivery of this Agreement or included herein or
delivered pursuant hereto, when taken as a whole, do not contain any untrue
statement of material fact or omit to state any material fact necessary to make
the statements herein or therein, in light of the circumstances under which
they were made, not misleading. All written information furnished after the
date hereof by or on behalf of any Borrower to the Administrative Agent and the
Lenders in connection with this Agreement and the transactions contemplated
hereby will be true, complete and accurate in every material respect, or (in
the case of projections) based on reasonable estimates, on the date as of which
such information is stated or certified.



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53



          7.14 Legal Form. Each of the Basic Documents to which COBE is a party is
in proper legal form under the laws of England and Wales for the enforcement
thereof against COBE in the English courts and an English court will give
effect to those provisions of the Basic Documents providing that such documents
are to be governed by and construed in accordance with the laws of the State of
New York, subject to the exceptions and qualifications described in the opinion
of special English counsel delivered pursuant to Section 6.01(d) hereof. All
formalities required in the United Kingdom for the validity and enforceability
against COBE of each of the Basic Documents to which it is party have been
accomplished, and no Taxes or Other Taxes are required to be paid, and no
notarization is required, for the validity and enforceability thereof against
COBE.



Notwithstanding anything in this Section 7 to the contrary, none of COB, FSB or
COBE makes any representations or warranties under any of Sections 7.01, 7.04,
7.05, 7.06, 7.10, 7.11 and 7.12 as to COFC or any of its Subsidiaries (other
than, in each case, with respect to COB, FSB, COBE and/or any of their
respective Subsidiaries).


          SECTION 8. Covenants. Each Borrower covenants and agrees with the Lenders and
the Administrative Agent that, so long as any Commitment or Loan is outstanding
and until payment in full of all amounts payable by each Borrower hereunder:



          8.01 Financial Statements Etc. Each Borrower shall deliver or cause to be
delivered or otherwise made available through electronic media (provided that
the Borrowers shall give prior written notice to each Lender of such
availability) to each of the Lenders:




		
	 	     (a) as soon as available and in any event within 60 days after the
end of each of the first three quarterly fiscal periods of each fiscal
year of COFC, consolidated statements of income, changes in
stockholders’/division equity and cash flows and consolidating statements
of income of COFC and its Subsidiaries for such period and for the period
from the beginning of the respective fiscal year to the end of such
period, and the related consolidated and consolidating balance sheets of
COFC and its Subsidiaries as at the end of such period, setting forth in
each case in comparative form the corresponding consolidated figures for
the corresponding periods in the preceding fiscal year (except that, in
the case of balance sheets, such comparison shall be to the last day of
the prior fiscal year), accompanied by a certificate of a senior
financial officer of COFC, which certificate shall state that said
financial statements present fairly, in all material respects, the
consolidated financial condition and results of operations of COFC and
its Subsidiaries in accordance with generally accepted accounting
principles in the United States of America, consistently applied, as at
the end of, and for, such period (subject to normal year-end audit
adjustments);
	 
	 	     (b) as soon as available and in any event within 120 days after the
end of each fiscal year of COFC, consolidated statements of income,
changes in stockholders’/division equity and cash flows and consolidating
statements of income of



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54




		
	 	COFC and its Subsidiaries for such fiscal year
and the related consolidated and consolidating balance sheets of COFC and
its Subsidiaries as at the end of such fiscal year, setting forth in each
case in comparative form the corresponding consolidated figures as of the
end of and for the preceding fiscal year, and accompanied by an opinion
thereon of independent certified public accountants of recognized
national standing, which opinion shall state that said financial
statements present fairly, in all material respects, the consolidated
financial condition and results of operations and cash flows of COFC and
its Subsidiaries as at the end of, and for, such fiscal year in
accordance with generally accepted accounting principles in the United
States of America (or, in lieu thereof, copies of COFC’s Annual Report on
Form 10-K as filed with the SEC containing such financial statements and
information);




		
	 	     (c) as soon as available and in any event within 60 days after the
end of each
of the first three quarterly fiscal periods of each fiscal year of COB,
consolidated statements of income of COB and its Subsidiaries for such
period and for the period from the beginning of the respective fiscal
year to the end of such period, and the related consolidated balance
sheet of COB and its Subsidiaries as at the end of such period, setting
forth in each case in comparative form the corresponding consolidated
figures for the corresponding periods in the preceding fiscal year
(except that, in the case of balance sheets, such comparison shall be to
the last day of the prior fiscal year), accompanied by a certificate of a
senior financial officer of COB, which certificate shall state that said
financial statements present fairly, in all material respects, the
consolidated financial condition and results of operations of COB and its
Subsidiaries in accordance with generally accepted accounting principles
in the United States of America, consistently applied, as at the end of,
and for, such period (subject to normal year-end audit adjustments);
	 
	 	     (d) as soon as available and in any event within 120 days after the
end of each fiscal year of COB, consolidated statements of income,
changes in stockholders’ equity and cash flows of COB and its
Subsidiaries for such fiscal year and the related consolidated and
consolidating balance sheets of COB and its Subsidiaries as at the end of
such fiscal year, setting forth in each case in comparative form the
corresponding consolidated figures as of the end of and for the preceding
fiscal year, accompanied by a certificate of a senior financial officer
of COB, which certificate shall state that said financial statements
present fairly, in all material respects, the consolidated financial
condition and results of operations and cash flows of COB and its
Subsidiaries as at the end of, and for, such fiscal year in accordance
with generally accepted accounting principles in the United States of
America;
	 
	 	     (e) as soon as available and in any event within 60 days after the
end of each of the first three quarterly fiscal periods of each fiscal
year of FSB, consolidated statements of income of FSB and its
Subsidiaries for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related
consolidated balance sheet of FSB and its Subsidiaries as at the end of
such period,



Credit Agreement



 






 





55




		
	 	setting forth in each case in comparative form the
corresponding consolidated figures for the corresponding periods in the
preceding fiscal year (except that, in the case of balance sheets, such
comparison shall be to the last day of the prior fiscal year),
accompanied by a certificate of a senior financial officer of FSB, which
certificate shall state that said financial statements present fairly, in
all material respects, the consolidated financial condition and results
of operations of FSB and its Subsidiaries in accordance with generally
accepted accounting principles in the United States of America,
consistently applied, as at the end of, and for, such period (subject to
normal year-end audit adjustments);
	 
	 	     (f) as soon as available and in any event within 120 days after the
end of each fiscal year of FSB, consolidated statements of income,
changes in stockholders’ equity and cash flows of FSB and its
Subsidiaries for such fiscal year and the related
consolidated and consolidating balance sheets of FSB and its Subsidiaries
as at the end of such fiscal year, setting forth in each case in
comparative form the corresponding consolidated figures as of the end of
and for the preceding fiscal year, and accompanied by a certificate of a
senior financial officer of FSB, which certificate shall state that said
financial statements present fairly, in all material respects, the
consolidated financial condition and results of operations and cash flows
of FSB and its Subsidiaries as at the end of, and for, such fiscal year
in accordance with generally accepted accounting principles in the United
States of America;
	 
	 	     (g) as soon as available and in any event within 60 days after the
end of each of the first three quarterly fiscal periods of each fiscal
year of COBE, consolidated statements of income of COBE and its
Subsidiaries for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related
consolidated balance sheet of COBE and its Subsidiaries as at the end of
such period, setting forth in each case in comparative form the
corresponding consolidated figures for the corresponding periods in the
preceding fiscal year (except that, in the case of balance sheets, such
comparison shall be to the last day of the prior fiscal year),
accompanied by a certificate of a senior financial officer of COBE, which
certificate shall state that said
financial statements present fairly, in
all material respects, the consolidated financial condition and results
of operations of COBE and its Subsidiaries in accordance with generally
accepted accounting principles in the United States of America,
consistently applied, as at the end of, and for, such period (subject to
normal year-end audit adjustments);




		
	 	     (h) as soon as available and in any event within 120 days after the
end of each fiscal year of COBE, consolidated statements of income,
changes in stockholders’ equity and cash flows of COBE and its
Subsidiaries for such fiscal year and the related consolidated and
consolidating balance sheets of COBE and its Subsidiaries as at the end
of such fiscal year, setting forth in each case in comparative form the
corresponding consolidated figures as of the end of and for the preceding
fiscal year, accompanied by a certificate of a senior financial officer
of COBE, which certificate shall state that said



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56




		
	 	financial statements
present fairly, in all material respects, the consolidated financial
condition and results of operations and cash flows of COBE and its
Subsidiaries as at the end of, and for, such fiscal year in accordance
with generally accepted accounting principles in the United States of
America;
	 
	 	     (i) as soon as available and in any event within 60 days after the
end of each quarterly fiscal period of each fiscal year of COB, the
“Consolidated Reports of Condition and Income” for COB and its Insured
Subsidiaries, all prepared in accordance with regulatory accounting
principles prescribed by the Federal Financial Institutions Examination
Counsel;
	 
	 	     (j) as soon as available and in any event within 60 days after the
end of each quarterly fiscal period of each fiscal year of FSB, the
“Consolidated Reports of Condition
and Income” for FSB and its Insured Subsidiaries, all prepared in
accordance with regulatory accounting principles prescribed by the
Federal Financial Institutions Examination Counsel;
	 
	 	     (k) promptly upon their becoming available, copies of all
registration statements (excluding exhibits to such registration
statements, and other than registration statements filed on Form S-8 or
any successor form) and regular periodic reports filed on Form 10-K, Form
10-Q or Form 8-K (or any successor form), if any, that any Borrower shall
have filed with the SEC or any national securities exchange;
	 
	 	     (l) promptly upon the mailing thereof to the shareholders of COFC
generally, copies of all financial statements, reports and proxy
statements so mailed;
	 
	 	     (m) as soon as possible, and in any event within ten days after any
Borrower knows or has reason to believe that any of the events or
conditions specified below with respect to any Plan or Multiemployer Plan
has occurred or exists, a statement signed by a senior financial officer
of such Borrower setting forth details respecting such event or condition
and the action, if any, that such Borrower or its ERISA Affiliate
proposes to take with respect thereto (and a copy of any report or notice
required to be filed with or given to the PBGC by such Borrower or an
ERISA Affiliate with respect to such event or condition, except that a
copy of any notice required to be filed for an event described in
subparagraph (i) below may be provided at a later date (to be no later
than the date such notice is filed) if it has not been filed as of the
date of the signed statement described above):




		
	 	     (i) any reportable event, as defined in Section 4043(c) of
ERISA and the regulations issued thereunder, with respect to a
Plan, as to which the requirement to provide 30 days’ notice to the
PBGC under Section 4043(a) or Section 4043(b) of ERISA applies,
other than a reportable event for which the requirement to provide
such notice has been waived by regulation or for which the PBGC has
announced in Technical Update 95-3 (or any subsequent



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57




		
	 	administrative guideline) that it will not apply a penalty for
failure to provide such notice (provided that a failure to meet the
minimum funding standard of Section 412 of the Code or Section 302
of ERISA, including, without limitation, the failure to make on or
before its due date a required installment under Section 412(m) of
the Code or Section 302(e) of ERISA, shall be a reportable event
regardless of the issuance of any waivers in accordance with
Section 412(d) of the Code); and any request for a waiver under
Section 412(d) of the Code for any Plan;




		
	 	     (ii) the distribution under Section 4041(c) of ERISA of a
notice of intent to terminate any Plan or any action taken by any
Borrower or an ERISA Affiliate to terminate any Plan under Section
4041(c) of ERISA;
	 
	 	     (iii) the institution by the PBGC of proceedings under Section
4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the receipt by any Borrower or
any ERISA Affiliate of a notice from a Multiemployer Plan that such
action has been taken by the PBGC with respect to such
Multiemployer Plan;
	 
	 	     (iv) the complete or partial withdrawal from a Multiemployer
Plan by any Borrower or any ERISA Affiliate that results in
liability under Section 4201 or 4204 of ERISA (including the
obligation to satisfy secondary liability as a result of a
purchaser default) or the receipt by any Borrower or any ERISA
Affiliate of notice from a Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA or that it intends to terminate or has terminated under
Section 4041A of ERISA;
	 
	 	     (v) the institution of a proceeding by a fiduciary of any
Multiemployer Plan against any Borrower or any ERISA Affiliate to
enforce Section 515 of ERISA, which proceeding is not dismissed
within 30 days; and
	 
	 	     (vi) the adoption of an amendment to any Plan that, pursuant
to Section 401(a)(29) of the Code or Section 307 of ERISA, would
result in the loss of tax-exempt status of the trust of which such
Plan is a part if any Borrower or an ERISA Affiliate fails to
timely provide security to such Plan in accordance with the
provisions of said Sections;




		
	 	     (n) within five days after any executive officer of any Borrower
obtains knowledge of the occurrence of any Default, if such Default is
continuing, a notice of such Default describing the same in reasonable
detail and, together with such notice or as soon thereafter as possible,
a description of the action that the Borrowers have taken or propose to
take with respect thereto;
	 
	 	     (o) promptly after any Borrower knows that a change
in the Debt Rating assigned by any Rating Agency has occurred,
a notice describing the same;



Credit Agreement




 








 



58




		
	 	     (p) at the time any set of financial statements is furnished
pursuant to paragraph (a), (b), (c), (d), (e) or (f) above, a certificate
of a senior financial officer of the relevant Borrower (i) to the effect
that no Default has occurred and is continuing (or, if any Default has
occurred and is continuing, describing the same in reasonable detail and
describing the action that the Borrowers have taken or propose to take
with respect thereto) and (ii) setting forth in reasonable detail
(including, without limitation, as to the component parts of relevant
definitions of accounting terms included in Section 1.01 hereof) the
computations necessary to determine whether such Borrower is in
compliance with its obligations under Sections 8.07 and 8.08 hereof as of
the end of the respective quarterly fiscal period or fiscal year; and




		
	 	     (q) from time to time such other information regarding the financial
condition, operations, business or prospects of COFC or any of its
Subsidiaries as any Lender or the Administrative Agent may reasonably
request.



          8.02 Litigation. Each Borrower will promptly give to each Lender notice of
all legal or arbitral proceedings, and of all investigations or proceedings by
or before any governmental or regulatory authority or agency, and any material
development in respect of such legal or other proceedings, against or affecting
such Borrower or any of its Subsidiaries, except investigations or proceedings
(a) as to which there is no reasonable possibility of an adverse determination
or (b) that, if adversely determined, would not (either individually or in the
aggregate) have a Material Adverse Effect.



          8.03 Existence, Etc. Each Borrower will, and will cause each of its
Subsidiaries to:




		
	 	     (a) preserve and maintain its legal existence and all of its rights,
privileges, licenses and franchises necessary or desirable (in the
relevant Borrower’s judgment) in the normal conduct of its business
(provided that nothing in this Section 8.03 shall prohibit any
transaction expressly permitted under Section 8.05 hereof);




		
	 	     (b) comply with the requirements of all applicable laws, rules,
regulations and orders of governmental or regulatory authorities
(including, without limitation, ERISA, all Environmental Laws and the
FDIA and all rules and regulations promulgated thereunder) if failure to
comply with such requirements could (either individually or in the
aggregate) have a Material Adverse Effect;




		
	 	     (c) pay and discharge all taxes, assessments and governmental
charges or levies imposed on it or on its income or profits or on any of
its Property prior to the date on which penalties attach thereto, except
for any such tax, assessment, charge or levy the payment of which is
being contested in good faith and by proper proceedings and against which
adequate reserves are being maintained in accordance with generally
accepted accounting principles in the United States of America;




		
	 	     (d) maintain all of its Properties used or useful in its business in
good working



Credit Agreement






 


59




		
	 	order and condition ordinary wear and tear excepted, except to the extent
that the failure to maintain any such Property in good working order and
condition would not (either individually or in the aggregate) have a
Material Adverse Effect and would not interfere in any material respect
in the ordinary conduct of its business or operations;




		
	 	     (e) keep adequate records and books of account, in which complete
entries will be made in accordance with generally accepted accounting
principles in the United States of America consistently applied; and




		
	 	     (f) permit representatives of any Lender or the Administrative
Agent, during normal business hours, to examine, copy and make extracts
from its books and records, to inspect any of its Properties, and to
discuss its business and affairs with its officers, all to the extent
reasonably requested by such Lender or the Administrative Agent (as the
case may be); provided that no Borrower shall be required to provide (i)
the names of, or other information that could be used to identify,
account holders, (ii) any proprietary strategic insights or statistical
models concerning account holders or potential account holders, (iii)
information regarding the specific nature or application of any of the
information-based strategies employed by COFC and its Subsidiaries in the
conduct of their business or (iv) any proprietary plans or other
proprietary information relating to the development of the business of
COFC and its Subsidiaries.



          8.04 Insurance. Each Borrower will, and will cause each of its Subsidiaries
to, maintain (either in its own name or in the name of a Borrower) with
financially sound and responsible insurance companies, insurance on all their
respective properties in at least such amounts and against at least such risks
(and with such risk retention) as are usually insured against in the same
general area by companies of established repute engaged in the same or a
similar business; and will furnish to the Lenders, upon request from the
Administrative Agent, information presented in reasonable detail as to the
insurance so carried.



          8.05 Prohibition of Fundamental Changes. No Borrower will, nor will it permit
any of its Subsidiaries to: (a) enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution); or (b) convey, sell, lease, transfer or
otherwise dispose of, in one transaction or a series of transactions (a
“Transfer”), all or substantially all of its business or Property; provided
that:




		
	 	     (i) any Subsidiary of COB may be merged or consolidated with or
into, or Transfer all or substantially all of its business or Property
(including, without limitation, interests in Subsidiaries) to, (x) COB if
COB is the continuing, surviving or transferee corporation or (y) any
other Subsidiary of COB;




		
	 	     (ii) any Subsidiary of FSB may be merged or consolidated with or
into, or Transfer all or substantially all of its business or Property
(including, without limitation, interests in Subsidiaries) to, (x) FSB if
FSB is the continuing, surviving or transferee corporation or (y) any
other Subsidiary of FSB;



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	 	     (iii) any Subsidiary of COBE may be merged or consolidated with or
into, or Transfer all or substantially all of its business or Property
(including, without limitation, interests in Subsidiaries) to, (x) COBE
if COBE is the continuing, surviving or transferee corporation or (y) any
other Subsidiary of COBE;




		
	 	     (iv) the restriction set forth in clause (b) above shall apply, in
the case of COB, only to a Transfer of Managed Receivables;




		
	 	     (v) any Subsidiary of COFC (other than COB, FSB or any of their
respective Subsidiaries) may be merged or consolidated with or into, or
Transfer all or substantially all of its business or Property (including,
without limitation, interests in Subsidiaries) to, (x) COFC if COFC is
the continuing, surviving or transferee corporation or (y) any other
Subsidiary of COFC;




		
	 	     (vi) COFC or any of its Subsidiaries (other than COB) may be merged
or consolidated with or into, or Transfer all or substantially all of its
business or Property (including, without limitation, interests in
Subsidiaries) to, COB; or COFC or any of its Subsidiaries (other than
FSB) may be merged or consolidated with or into, or Transfer all or
substantially all of its business or Property to, FSB;




		
	 	     (vii) any Subsidiary of COFC (other than COB) may merge or
consolidate with or into, or Transfer all or substantially all of its
business or Property (including, without limitation, interests in
Subsidiaries) to, any Person (other than COFC or any of its Subsidiaries)
so long as (x) the continuing, surviving or transferee corporation is a
Subsidiary of COFC and (y) no Event of Default has occurred and is
continuing immediately prior to such merger, consolidation or Transfer or
would result therefrom; and




		
	 	     (viii) nothing in this Section 8.05 shall prohibit COFC or any of
its Subsidiaries from (A) the sale of credit card loans and other finance
receivables pursuant to securitizations (whether or not such
securitization received off-balance sheet treatment for the entity
effecting such securitization) or (B) the transfer of receivables in the
ordinary course of its business.



          8.06 Limitation on Liens. No Borrower will, nor will it permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any (1)
Receivables of any Borrower or (2) Restricted Shares owned by it, in each case
whether now owned or hereafter acquired, except:




		
	 	     (a) Liens for taxes not yet due or Liens for taxes being contested
in good faith by appropriate proceedings for which adequate reserves (in
the good faith judgment of the management of the relevant Borrower) have
been established;




		
	 	     (b) Liens imposed by law (i) which are incurred in the ordinary
course of business and (x) which do not in the aggregate materially
detract from the value of such



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	 	Receivables or Restricted Shares or materially impair the use thereof in
the operation of the business of COFC or any of its Subsidiaries or (y)
which are being contested in good faith by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the
Receivables or Restricted Shares subject to such Lien or (ii) which do
not relate to material liabilities of COFC and its Subsidiaries and do
not in the aggregate materially detract from the value of the Receivables
or Restricted Shares of COFC and its Subsidiaries taken as a whole;
provided that no Lien permitted under this clause (b) may secure any
obligation in an amount exceeding $50,000,000 and all Liens permitted
under this clause (b) may not secure obligations in an aggregate amount
exceeding $75,000,000; and




		
	 	    (c) any pledge of Receivables to a Federal Reserve Bank made in the
ordinary course of business to secure advances or other transactions and
manage the liquidity position of the Borrower.



          8.07 Financial Covenants.



          (a) No U.S. Borrower will permit its Delinquency Ratio as of the last day
of any calendar month to exceed 6.0%.



          (b) No U.S. Borrower will permit its Tier 1 Capital to Managed Receivables
Ratio as of the last day of any fiscal quarter of such U.S. Borrower to be less
than 4.0%.



          (c) No U.S. Borrower will permit its Leverage Ratio as of any date to
exceed 7.0 to 1.



          (d) COFC will not permit Tangible Net Worth with respect to COFC as of any
date of determination to be less than the sum of (i) 75% of its Tangible Net
Worth as of March 31, 2003 plus (ii) 60% of COFC Cumulative Net Income as of
the last day of the fiscal quarter of COFC most recently ended after such date
plus (z) 60% of COFC Cumulative Equity Proceeds as of such date of
determination.



          (e) COFC will not permit the Double Leverage Ratio as of the last day of
any fiscal quarter to exceed 1.25 to 1.



          (f) Neither COB nor FSB will permit its Tier 1 Leverage Ratio as of the
last day of any fiscal quarter of COB or FSB, as the case may be, to be less
than 5.0%.



          (g) Neither COB nor FSB will permit the Tier 1 Capital to Risk Adjusted
Assets Ratio as of the last day of any fiscal quarter of COB or FSB, as the
case may be, to be less than 6.0%.



          (h) Neither COB nor FSB will permit its Total Capital to Risk Adjusted
Assets Ratio as of the last day of any fiscal quarter of COB or FSB, as the
case may be, to be less than 10.0%.


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           (i) COB will not permit its Tangible Net Worth on any date to be less than
75% of its Tangible Net Worth as of March 31, 2003. FSB will not permit its
Tangible Net Worth on any date to be less than $750,000,000. COBE will not
permit its Tangible Net Worth on any date to be less than 75% of its Tangible
Net Worth as of March 31, 2003.



          8.08 Regulatory Capital. (a) Each U.S. Borrower will cause each of its
Insured Subsidiaries to be (and each of COB and FSB so long as it is an Insured
Subsidiary will be) at all times “well capitalized” for purposes of 12 U.S.C.
§1831o, as amended, re-enacted or redesignated from time to time, and at all
times to maintain (and each of COB and FSB so long as it is an Insured
Subsidiary will maintain) such amount of capital as may be prescribed from time
to time, whether by regulation, agreement or order, by each Bank Regulatory
Authority having jurisdiction over such Insured Subsidiary.



          (b) COFC shall, and shall insure that each of its Insured Subsidiaries,
at all times maintain compliance with any rules, regulations, orders or
guidelines issued by any Bank Regulatory Authority having jurisdiction over
such Insured Subsidiary related to subprime lending.



          (c) COBE will at all times maintain such minimum amounts of capital as
shall from time to time be required by, and otherwise comply with, the capital
adequacy regulations of the FSA or any other relevant Bank Regulatory
Authority.



          8.09 Lines of Business.



          (a) COB will not, nor will it permit any of its Subsidiaries to, engage to
any extent in any line or lines of business activity other than as permitted by
its charter.



          (b) FSB will not, nor will it permit any of its Subsidiaries to, engage to
any extent in any line or lines of business activity other than as permitted by
its charter.



          (c) COBE will not, nor will it permit any of its Subsidiaries to, engage
to any material extent in any line or lines of business activity other than as
permitted by its memorandum and articles of association.



          (d) COFC will not, nor will it permit any of its Subsidiaries to, engage
to any material extent in any line or lines of business activity other than as
permitted by its charter.



          8.10 Use of Proceeds. Each Borrower will use the proceeds of the Loans made
to such Borrower hereunder for general corporate purposes (in compliance with
all applicable legal and regulatory requirements, including, without
limitation, Regulations T, U and X and the Securities Act and the Exchange Act
and the regulations thereunder); provided that (a) neither the Administrative
Agent nor any Lender shall have any responsibility as to the use of any of such
proceeds and (b) no Borrower will use the proceeds of the Loans made hereunder
to acquire directly or indirectly a majority of the voting stock issued by, or
all or substantially all of the assets of, any Person except with the prior
written consent of the Board of Directors of such

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63



Person or any controlling shareholder of such Person.


Notwithstanding anything in this Section 8 to the contrary, none of COB, FSB or
COBE shall have any obligation (a) to cause COFC or any of its Subsidiaries
(other than with respect to COB, FSB, COBE and/or any of their respective
Subsidiaries) to take or refrain from taking any action or (b) to cause or
prevent any event or circumstance from occurring with respect to COFC or any of
its Subsidiaries (other than with respect to COB, FSB, COBE and/or any of their
respective Subsidiaries).


          SECTION 9. Events of Default. If one or more of the following events (herein
called “Events of Default”) shall occur and be continuing:




		
	 	     (a) Any Borrower shall: (i) default in the payment of any principal
of any Loan when due (whether at stated maturity or at mandatory or
optional prepayment); or (ii) default in the payment of any interest on
any Loan, any fee or any other amount payable by it hereunder when due
and such default shall have continued unremedied for five or more days;
or




		
	 	     (b) (i) COFC shall default in the payment when due of any principal
of or interest on any of its other Indebtedness aggregating $100,000,000
(or its equivalent in any other currency or currencies) or more, or any
event specified in any note, agreement, indenture or other document
evidencing or relating to any such Indebtedness, and such event shall
continue after any applicable grace period, shall occur if the effect of
such event is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause, such Indebtedness to become due, or to be prepaid in full
(whether by redemption, purchase, offer to purchase or otherwise), prior
to its stated maturity; or (ii) COB, FSB and/or COBE shall default in the
payment when due of any principal of or interest on any of their other
Indebtedness aggregating $75,000,000 (or its equivalent in any other
currency or currencies), or any event specified in any note, agreement,
indenture or other document evidencing or relating to any such
Indebtedness shall occur, and such event shall continue after any
applicable grace period, if the effect of such event is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders) to cause, such Indebtedness to
become due, or to be prepaid in full (whether by redemption, purchase,
offer to purchase or otherwise), prior to its stated maturity; or COFC or
any of its Subsidiaries shall default in the payment or delivery when due
(whether upon termination or liquidation or otherwise), under one or more
Swap Agreements, of amounts or property required to be paid or delivered
having an aggregate fair market value of $100,000,000 (or its equivalent
in any other currency or currencies) or more; or




		
	 	     (c) Any representation, warranty or certification made or deemed
made herein (or in any modification or supplement hereto) by any
Borrower, or any certificate furnished to any Lender or the
Administrative Agent pursuant to the provisions hereof,



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64




		
	 	shall prove to have been false or misleading as of the time made, deemed
made or furnished in any material respect; or




		
	 	     (d) Any Borrower shall default in the performance of any of its
obligations under any of Sections 8.01(n), 8.01(o), 8.05, 8.06, 8.07,
8.08, 8.09 and 8.10 hereof; or any Borrower shall default in the
performance of any of its other obligations in this Agreement and such
default shall continue unremedied for a period of 30 or more days after
notice thereof to such Borrower by the Administrative Agent or any Lender
(through the Administrative Agent); or




		
	 	     (e) Any Borrower or any of its Subsidiaries shall admit in writing
its inability to, or be generally unable to, pay its debts as such debts
become due; or




		
	 	     (f) Any Borrower or any of its Subsidiaries shall (i) apply for or
consent to the appointment of, or the taking of possession by, a
receiver, conservator, custodian, trustee, examiner or liquidator of
itself or of all or a substantial part of its Property, (ii) make a
general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Bankruptcy Code, (iv) file a petition seeking to
take advantage of any other law relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding-up, or
composition or readjustment of debts, (v) fail to controvert in a timely
and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under the Bankruptcy Code or (vi) take
any corporate action for the purpose of effecting any of the foregoing;
or




		
	 	     (g) A proceeding or case shall be commenced, without the application
or consent of any Borrower or any of its Subsidiaries, in any court of
competent jurisdiction, seeking (i) its reorganization, liquidation,
dissolution, arrangement or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a receiver,
conservator, custodian, trustee, examiner, liquidator or the like of such
Borrower or Subsidiary or of all or any substantial part of its Property
or (iii) similar relief in respect of such Borrower or Subsidiary under
any law relating to bankruptcy, insolvency, reorganization, winding-up,
or composition or adjustment of debts, and such proceeding or case shall
continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and
in effect, for a period of 60 or more days; or an order for relief
against any Borrower or any of its Subsidiaries shall be entered in an
involuntary case under the Bankruptcy Code; or




		
	 	     (h) Any Insured Subsidiary shall cease accepting deposits or making
commercial loans on the instruction of any Bank Regulatory Authority with
authority to give such instruction other than pursuant to an instruction
generally applicable to banks organized under the jurisdiction of
organization of such Insured Subsidiary; or




		
	 	     (i) Any Insured Subsidiary shall cease to be an insured bank under
the FDIA and all rules and regulations promulgated thereunder; or



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65



		
	 	     (j) Any Insured Subsidiary shall be required (whether or not the
time allowed by the appropriate Bank Regulatory Authority for the
submission of such plan has been established or elapsed) to submit a
capital restoration plan of the type referred to in 12 U.S.C.
§1831o(b)(2)(C), as amended, re-enacted or redesignated from time to
time; or




		
	 	     (k) COFC shall Guarantee in writing the capital of any Insured
Subsidiary as part of or in connection with any agreement or arrangement
with any Bank Regulatory Authority; or




		
	 	     (l) A final judgment or judgments for the payment of money of
$100,000,000 ((i) exclusive of amounts covered by insurance or subject to
indemnification by a solvent third party or (ii) its equivalent in any
other currency or currencies) or more in the aggregate shall be rendered
by one or more courts, administrative tribunals or other bodies having
jurisdiction against any Borrower or any of its Subsidiaries and the same
shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured, within
30 days from the date of entry thereof and the relevant Borrower or
Subsidiary shall not, within said period of 30 days, or such longer
period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such
appeal; or




		
	 	     (m) An event or condition specified in Section 8.01(m) hereof shall
occur or exist with respect to any Plan or Multiemployer Plan and, as a
result of such event or condition, together with all other such events or
conditions, any Borrower or any ERISA Affiliate shall incur or in the
opinion of the Majority Lenders shall be reasonably likely to incur a
liability to a Plan, a Multiemployer Plan or the PBGC (or any combination
of the foregoing) that, in the determination of the Majority Lenders,
would (either individually or in the aggregate) have a Material Adverse
Effect; or




		
	 	     (n) The expiration or termination of the Undertaking or the failing
or ceasing of the Undertaking to be in full force and effect (in either
case other than in accordance with its terms) prior to the expiration or
termination of all Commitments and the irrevocable payment in full of all
amounts owing by FSB and COBE under this Agreement; or COB shall
disaffirm, disclaim, repudiate or reject, in whole or in part, or
challenge the validity of, the Undertaking; or




		
	 	     (o) COFC shall at any time fail to own and control, beneficially,
directly or indirectly (free and clear of all Liens and other
encumbrances), at least 95% of the issued and outstanding shares of
capital stock of each class of Voting Securities issued by COB; or COFC
shall at any time fail to own and control, beneficially, directly or
indirectly (free and clear of all Liens and other encumbrances), at least
95% of the issued and outstanding shares of capital stock of each class
of Voting Securities issued by FSB; or COFC shall at any time fail to own
and control, beneficially, directly or indirectly (free and clear of all
Liens and other encumbrances), at least 95% of the issued and outstanding
shares of capital stock of each class of Voting Securities issued by
COBE; or



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	 	     (p) During any period of 25 consecutive calendar months, a majority
of the Board of Directors of COFC shall no longer be composed of
individuals (i) who were members of said Board on the first day of such
period, (ii) whose election or nomination to said Board was approved by
individuals referred to in clause (i) above constituting at the time of
such election or nomination at least a majority of said Board or (iii)
whose election or nomination to said Board was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of
such election or nomination at least a majority of said Board; or




		
	 	     (q) Any person or group of persons (within the meaning of Section 13
or 14 of the Exchange Act, as amended) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the SEC under
the Exchange Act) of 20% or more of the issued and outstanding shares of
voting common stock issued by COFC;



THEREUPON: (1) in the case of an Event of Default other than one referred to
in clause (f) or (g) of this Section 9 with respect to any Borrower, (A) upon
request of the Majority Lenders, the Administrative Agent will, by notice to
the Borrowers, terminate the Commitments and they shall thereupon terminate,
and (B) upon request of Lenders holding more than 50% of the aggregate unpaid
principal amount of the Loans owing by a Borrower, the Administrative Agent
will, by notice to such Borrower declare the principal amount then outstanding
of, and the accrued interest on, the Loans and all other amounts payable by
such Borrower hereunder and under the Notes (including, without limitation, any
amounts payable under Section 5.05 hereof) to be forthwith due and payable,
whereupon such amounts shall be immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by such Borrower; and (2) in the case of the occurrence
of an Event of Default referred to in clause (f) or (g) of this Section 9 with
respect to any Borrower, the Commitments shall automatically be terminated and
the principal amount then outstanding of, and the accrued interest on, the
Loans and all other amounts payable by the Borrowers hereunder and under the
Notes (including, without limitation, any amounts payable under Section 5.05
hereof) shall automatically become immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by each Borrower.


          Notwithstanding the foregoing, no Event of Default under any of paragraphs
(a), (b), (c), (d) or (l) of this Section 9 solely with respect to COFC or any
of its Subsidiaries (other than COB, FSB, COBE and/or any of their respective
Subsidiaries) shall in and of itself permit the Administrative Agent or the
Lenders to declare the principal amount then outstanding of, and the accrued
interest on, the Loans owing by COB, FSB or COBE or any other amounts payable
by COB, FSB or COBE hereunder or under the Notes to be forthwith due and
payable.



          SECTION 10. The Administrative Agent.



          10.01 Appointment, Powers and Immunities. Each Lender hereby appoints and
authorizes the Administrative Agent to act as its agent hereunder with such
powers as are


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specifically delegated to the Administrative Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental
thereto. The Administrative Agent (which term as used in this sentence and in
Section 10.05 and the first sentence of Section 10.06 hereof shall include
reference to its affiliates and its own and its affiliates’ officers,
directors, employees and agents):



		
	 	     (a) shall have no duties or responsibilities except those expressly
set forth in this Agreement, and shall not by reason of this Agreement be
a trustee for any Lender;




		
	 	     (b) shall not be responsible to the Lenders for any recitals,
statements, representations or warranties made by any other Person
contained in this Agreement, or in any certificate or other document
referred to or provided for in, or received by any of them from any other
Person under, this Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, any Note or
any other document referred to or provided for herein or for any failure
by any Borrower or any other Person to perform any of its obligations
hereunder or thereunder;




		
	 	     (c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder; and




		
	 	     (d) shall not be responsible for any action taken or omitted to be
taken by it hereunder or under any other document or instrument referred
to or provided for herein or in connection herewith, except for its own
gross negligence or willful misconduct.



The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith. The Administrative Agent may
deem and treat the payee of a Note as the holder thereof for all purposes
hereof unless and until a notice of the assignment or transfer thereof shall
have been filed with the Administrative Agent, together with the consent of the
applicable Borrower to such assignment or transfer (to the extent required by
Section 11.06(b) hereof).


          10.02 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telegram or
cable) reasonably and in good faith believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative Agent. As to any
matters not expressly provided for by this Agreement, the Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder in accordance with instructions given by the Majority Lenders, and
such instructions of the Majority Lenders and any action taken or failure to
act pursuant thereto shall be binding on all of the Lenders.



          10.03 Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default unless the Administrative
Agent has received notice from a Lender or a Borrower specifying such Default
and stating that such notice is a


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“Notice of Default”. In the event that the Administrative Agent receives such
a notice of the occurrence of a Default, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall (subject
to Sections 10.07 and 11.04 hereof) take such action with respect to such
Default as shall be directed by the Majority Lenders, provided that, unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable in the best interest of the Lenders except to the extent that this
Agreement expressly requires that such action be taken, or not be taken, only
with the consent or upon the authorization of the Majority Lenders or all of
the Lenders.


          10.04 Rights as a Lender. With respect to its Commitment and the Loans made
by it, JPMorgan (and any successor acting as Administrative Agent) in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not acting as
the Administrative Agent, and the term “Lender” or “Lenders” shall, unless the
context otherwise indicates, include JPMorgan (and any successor acting as
Administrative Agent) in its individual capacity. JPMorgan (and any successor
acting as Administrative Agent) and its affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to, make
investments in and generally engage in any kind of banking, trust or other
business with any Borrower (and any of its Subsidiaries or Affiliates) as if it
were not acting as the Administrative Agent, and JPMorgan (and any such
successor) and its affiliates may accept fees and other consideration from any
Borrower for services in connection with this Agreement or otherwise without
having to account for the same to the Lenders.



          10.05 Indemnification. The Lenders agree to indemnify the Administrative
Agent (to the extent not reimbursed under Section 11.03 hereof, but without
limiting the obligations of the Borrowers under said Section 11.03) ratably in
accordance with their respective Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against the Administrative Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other documents
contemplated by or referred to herein or the transactions contemplated hereby
(including, without limitation, the costs and expenses that any Borrower is
obligated to pay under Section 11.03 hereof, but excluding, unless a Default
has occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or of any such other documents, provided that no
Lender shall be liable for any of the foregoing to the extent they arise from
the gross negligence or willful misconduct of the Administrative Agent.



          10.06 Non-Reliance on Administrative Agent and Other Lenders. Each Lender
agrees that it has, independently and without reliance on the Administrative
Agent or any other Lender, and based on such documents and information as it
has deemed appropriate, made its own credit analysis of each Borrower and its
Subsidiaries and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative Agent or

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69


any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. The Administrative Agent
shall not be required to keep itself informed as to the performance or
observance by any Borrower of this Agreement or any other document referred to
or provided for herein or to inspect the Properties or books of any Borrower or
any of its Subsidiaries. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of any
Borrower or any of its Subsidiaries (or any of their affiliates) that may come
into the possession of the Administrative Agent or any of its affiliates.


          10.07 Failure to Act. Except for action expressly required of the
Administrative Agent hereunder, the Administrative Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall receive
further assurances to its satisfaction from the Lenders of their
indemnification obligations under Section 10.05 hereof against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.



          10.08 Resignation or Removal of Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving notice thereof
to the Lenders and the Borrowers, and the Administrative Agent may be removed
at any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders (in consultation with the
Borrowers) shall have the right to appoint a successor Administrative Agent.
If no successor Administrative Agent shall have been so appointed by the
Majority Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent’s giving of notice of resignation or the
Majority Lenders’ removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, that shall be a bank with a combined capital
and surplus of at least $500,000,000 that has an office in New York, New York.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Section 10 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as the Administrative Agent.



          10.09 Co-Agents; Etc. Neither the Lead Arranger and Bookrunner nor any
Syndication Agent shall have any obligations under this Agreement except (a) in
its capacity as a “Lender” hereunder and (b) if and so long as such Person is
the “Administrative Agent” hereunder, in its capacity as Administrative Agent
hereunder.


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           SECTION 11. Miscellaneous.



          11.01 Waiver. No failure on the part of the Administrative Agent or any
Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement or any Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under this Agreement or any Note preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.



          11.02 Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b)
below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:




		
	 	     (i) if to any Borrower, to it at 1680 Capital One Dr., McLean, VA
22102-2980, Attention of the Director of Capital Markets (Telephone No.
703-720-1000, Facsimile No. 703-720-3169);




		
	 	     (ii) if to the Administrative Agent, to JPMorgan Chase Bank, Loan &
Agency Services, 1111 Fanin, 10th Floor, Houston, TX 77002, Attention of
Mr. Jeremy M. Jones (Facsimile No. 713-750-2223), with a copy to JPMorgan
Chase Bank, 270 Park Avenue, New York, New York 10017, Attention of
Financial Institutions Corporate Banking (Telephone No. 212-270-6261,
Facsimile No. 212-270-0670) or, if in respect of any Loan made in any
Alternative Currency, to J.P. Morgan Europe Limited, 125 London Wall, 9th
Floor, London EC2Y5AJ, UK, Attention of Nichola Hall, (Facsimile No.
+44-207-777-2360); and




		
	 	     (iii) if to any Lender, to it at the address (or telecopy number)
set forth in its Administrative Questionnaire.



          (b) Notices and other communications to the Lenders hereunder (including
all documents delivered pursuant to Section 8.01 hereof, with the exception of
documents delivered pursuant to Section 8.01(n)) may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided, that the foregoing shall not apply to notices
pursuant to Section 2 unless otherwise agreed by the Administrative Agent and
the applicable Lender; and, provided, further, that the Borrower shall deliver
to any Lender a physical copy of the financial statements referred to in
Sections 8.01(a) through 8.01(j), if reasonably requested by such Lender to do
so. The Administrative Agent or the Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided, that approval
of such procedures may be limited to particular notices or communications.


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          (c) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto (or, in the case of any such change by a Lender, by notice to the
Borrower and the Administrative Agent). All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.



          11.03 Expenses, Etc. Each Borrower agrees to pay or reimburse each of the
Lenders and the Administrative Agent for: (a) all reasonable out-of-pocket
costs and expenses of the Administrative Agent (including, without limitation,
the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP,
special New York counsel to JPMorgan) in connection with (i) the negotiation,
preparation, execution and delivery of this Agreement and the making of the
Loans hereunder and (ii) the negotiation or preparation of any modification,
supplement or waiver of any of the terms of this Agreement or any of the other
Basic Documents (whether or not consummated); (b) all out-of-pocket costs and
expenses of the Lenders and the Administrative Agent (including, without
limitation, the fees and expenses of legal counsel, including, if applicable,
the allocated costs of in-house counsel) in connection with (i) any Default and
any enforcement or collection proceedings resulting therefrom, including,
without limitation, all manner of participation in or other involvement with
(x) bankruptcy, insolvency, receivership, foreclosure, winding up or
liquidation proceedings, (y) judicial or regulatory proceedings and (z)
workout, restructuring or other negotiations or proceedings (whether or not the
workout, restructuring or transaction contemplated thereby is consummated) and
(ii) the enforcement of this Section 11.03; and (c) all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any of the
other Basic Documents or any other document referred to herein; provided that
COB shall have no such payment or reimbursement obligation in connection with
Loans made to COFC.



          Each Borrower hereby agrees to indemnify the Administrative Agent and the
Lenders and their affiliates and the respective directors, officers, employees,
attorneys and agents thereof from, and hold each of them harmless against, any
and all losses, liabilities, claims, damages or expenses incurred by any of
them (including, without limitation, any and all losses, liabilities, claims,
damages or expenses incurred by the Administrative Agent to any Lender) arising
out of or by reason of any investigation or litigation or other proceedings
(including any threatened investigation or litigation or other proceedings, and
whether or not the Administrative Agent or any Lender is a party to such
litigation or other proceedings) relating to this Agreement or the Loans
hereunder or any actual or proposed use by any Borrower or any of its
Subsidiaries of the proceeds of any of the Loans hereunder, including, without
limitation, the reasonable fees and disbursements of counsel, including, if
applicable, the allocated costs of in-house counsel, incurred in connection
with any such investigation or litigation or other proceedings (but excluding
any such losses, liabilities, claims, damages or expenses incurred by reason of
the gross negligence or willful misconduct of the Person to be indemnified);
provided that COB shall have no liability under the foregoing indemnity in
connection with events or circumstances relating solely to COFC or any of its
Subsidiaries (other than COB or any of its Subsidiaries).

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          11.04 Amendments, Etc. Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be modified or supplemented only
by an instrument in writing signed by the Borrowers and the Majority Lenders,
or by the Borrowers and the Administrative Agent acting with the consent of the
Majority Lenders, and any provision of this Agreement may be waived only by an
instrument in writing signed by the Majority Lenders or by the Administrative
Agent acting with the consent of the Majority Lenders; provided that: (a) no
modification, supplement or waiver shall, unless by an instrument signed by all
of the Lenders or by the Administrative Agent acting with the consent of all of
the Lenders: (i) increase, or extend the term of the Commitments, or extend
the time or waive any requirement for the reduction or termination of the
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee payable hereunder, (iii) reduce the amount of
any such payment of principal, (iv) reduce the rate at which interest is
payable on such principal or any such fee is payable, (v) alter the rights or
obligations of any Borrower to prepay Loans or (vi) alter the amount set forth
in clause (iii) of the proviso to Section 2.01(a) hereof or alter the
percentage set forth in Section 2.10(c)(v) hereof; (b) no modification,
supplement or waiver shall, unless by an instrument signed by all of the
Lenders or by the Administrative Agent acting with the consent of all of the
Lenders: (i) alter the manner in which payments or prepayments of principal,
interest or other amounts hereunder shall be applied as between the Lenders or
as between Syndicated Loans or Money Market Loans, (ii) alter the terms of this
Section 11.04 or Section 2.11, 4.02, 4.07 or 10.09 hereof, (iii) modify the
definition of the term “Majority Lenders” or modify in any other manner the
number or percentage of the Lenders required to make any determinations or
waive any rights hereunder or to modify any provision hereof, or (iv) waive any
of the conditions precedent set forth in Section 6.01 hereof; and (c) any
modification or supplement of Section 10 hereof, or of any of the rights or
duties of the Administrative Agent hereunder, shall require the consent of the
Administrative Agent. For purposes of this Section 11.04 and Section 11.06(c)
hereof, no modification, supplement or waiver relating to any of Sections 7, 8
and 9 of this Agreement shall be deemed to increase, or extend the term of, the
Commitments.



          Anything in this Agreement to the contrary notwithstanding, if at a time
when the conditions precedent set forth in Section 6 hereof to any Loan
hereunder are, in the opinion of the Majority Lenders, satisfied, any Lender
shall fail to fulfill its obligations to make such Loan (any such Lender, a
“Defaulting Lender”) then, for so long as such failure shall continue, the
Defaulting Lender shall (unless the Borrowers and the Majority Lenders,
determined as if the Defaulting Lender were not a “Lender” hereunder, shall
otherwise consent in writing) be deemed for all purposes relating to
amendments, modifications, waivers or consents under this Agreement (including,
without limitation, under this Section 11.04) to have no Loans or Commitments,
shall not be treated as a “Lender” hereunder when performing the computation of
Majority Lenders, and shall have no rights under the preceding paragraph of
this Section 11.04; provided that any action taken by the other Lenders
pursuant to this paragraph with respect to the matters referred to in clause
(a) or (b) of the preceding paragraph shall not be effective as against the
Defaulting Lender.



          11.05 Successors & Assigns. This Agreement shall be binding upon and inure


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          11.05 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.



          11.06 Assignments and Participations.



          (a) Assignments Generally. No Borrower may assign any of its rights or
obligations hereunder or under the Notes without the prior consent of all of
the Lenders and the Administrative Agent (and any attempted assignment or
transfer by any Borrower without such consent shall be null and void). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Affiliates of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



          (b) Assignments by Lenders.



          (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld (it being understood that it will not
be unreasonable for the Borrowers to withhold consent to an assignment to any
assignee whose long term debt obligations are then rated below Baa3 by Moody’s
Investor Service, Inc. or below BBB- by Standard & Poor’s Rating Services)) of:




		
	 	     (A) the Borrowers, provided that no consent of the Borrowers shall
be required for an assignment to a Lender, an Affiliate of a Lender or,
if an Event of Default has occurred and is continuing, any other
assignee; and




		
	 	     (B) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for an assignment to a Lender or
an Affiliate of a Lender.



          (ii) Assignments shall be subject to the following additional conditions:




		
	 	     (A) except in the case of an assignment to a Lender or an Affiliate
of a Lender or an assignment of the entire remaining amount of the
assigning Lender’s Commitment or Loans, the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 unless each Borrower and the Administrative Agent
otherwise consent, provided that no such consent of the Borrowers shall
be required if a Default has occurred and is continuing;




		
	 	     (B) each partial assignment with respect to Syndicated Loans shall
be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations with respect to Syndicated Loans under
this Agreement;



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	 	     (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, except in the case of an
assignment referred to in Section 5.07, in which case the Borrower or the
assignee shall pay such fee;




		
	 	     (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and




		
	 	     (E) any assignee or prospective assignee shall execute a
confidentiality agreement pursuant to Section 11.12(b) prior to receiving
any Confidential Information.



          (iii) Subject to acceptance and recording thereof pursuant to paragraph
(b)(iv) of this Section, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be subject to its
obligations under Section 11.12 for a period of two years following the
effective date specified in such Assignment and Assumption and entitled to the
benefits of Sections 5.01, 5.05, 5.06 and 11.03). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this Section 11.06 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section.



          (iv) The Administrative Agent, acting for this purpose as an agent of the
Borrowers, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrowers, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.



          (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall



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be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.


          (c) Participations. Any Lender may, without the consent of the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (C) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement and (D) any
Participant or prospective Participant shall execute a confidentiality
agreement pursuant to Section 11.12(b) prior to receiving any Confidential
Information. Any agreement or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the first proviso
to Section 11.04 that affects such Participant. Subject to paragraph (c)(ii)
of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 5.01, 5.05 and 5.06 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 4.07(a) as though it were a Lender,
provided such Participant agrees to be subject to Section 4.07 as though it
were a Lender.



          (ii) A Participant shall not be entitled to receive any greater payment
under Section 5.01 or 5.06 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower’s
prior written consent.



          (d) Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.



          (e) Anything in this Section 11.06 to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan held by it hereunder
to any Borrower or any of its Affiliates or Subsidiaries, and none of the
Borrowers and their respective Affiliates and Subsidiaries shall acquire any
such assignment or participation, without the prior consent of each Lender.



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          11.07 Survival. The obligations of each Borrower under Sections 2.11, 5.01,
5.05, 5.06, 11.03 and 11.13 hereof, and the obligations of the Lenders under
Section 10.05 hereof, shall survive the repayment of the Loans and the
termination of the Commitments and, in the case of any Lender that may assign
any interest in its Commitment or Loans hereunder, shall, in the case of any
event or circumstance that occurred prior to the effective date of such
assignment, survive the making of such assignment, notwithstanding that such
assigning Lender may cease to be a “Lender” hereunder. In addition, each
representation and warranty made, or deemed to be made by a notice of any Loan,
herein or pursuant hereto shall survive the making of such representation and
warranty, and no Lender shall be deemed to have waived, by reason of making any
Loan, any Default that may arise by reason of such representation or warranty
proving to have been false or misleading, notwithstanding that such Lender or
the Administrative Agent may have had notice or knowledge or reason to believe
that such representation or warranty was false or misleading at the time such
Loan was made.



          11.08 Captions. The table of contents and captions and section headings
appearing herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this Agreement.



          11.09 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.



          11.10 Governing Law; Submission to Jurisdiction. This Agreement and the Notes
shall be governed by, and construed in accordance with, the law of the State of
New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of the
Supreme Court of the State of New York sitting in New York County (including
its Appellate Division), and of any other appellate court in the State of New
York, for the purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. Each Borrower hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.



          11.11 Waiver of Jury Trial. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



          11.12 Treatment of Certain Information; Confidentiality.



          (a) Each Borrower acknowledges that from time to time financial advisory,



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investment banking and other services may be offered or provided to such
Borrower or one or more of its Subsidiaries (in connection with this Agreement
or otherwise) by any Lender or by one or more subsidiaries or affiliates of
such Lender, and each Borrower hereby authorizes each Lender to share any
information delivered to such Lender by such Borrower and its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Lender
to enter into this Agreement, to any such subsidiary or affiliate, it being
understood that any such subsidiary or affiliate receiving such information
shall be bound by the provisions of paragraph (b) below as if it were a Lender
hereunder. Such authorization shall survive the repayment of the Loans and the
termination of the Commitments.


          (b) Each Lender and the Administrative Agent agrees (on behalf of itself
and each of its affiliates, directors, officers, employees and representatives)
to use reasonable precautions to keep confidential, in accordance with their
customary procedures for handling confidential information of the same nature
and in accordance with safe and sound banking practices, any non-public
information supplied to it by any Borrower pursuant to this Agreement that is
identified by such Borrower as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that nothing
herein shall limit the disclosure of any such information (i) after such
information shall have become public (other than through a violation of this
Section 11.12), (ii) to the extent required by statute, rule, regulation or
judicial process, (iii) to counsel for any of the Lenders or the Administrative
Agent, (iv) to bank examiners (or any other regulatory authority having
jurisdiction over any Lender or the Administrative Agent), or to auditors or
accountants, (v) to the Administrative Agent or any other Lender, (vi) in
connection with any litigation to which any one or more of the Lenders or the
Administrative Agent is a party, or in connection with the enforcement of
rights or remedies hereunder, (vii) to a subsidiary or affiliate of such Lender
as provided in paragraph (a) above or (viii) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant
(or prospective assignee or participant) first executes and delivers to the
respective Lender a Confidentiality Agreement substantially in the form of
Exhibit G hereto (or executes and delivers to such Lender an acknowledgement to
the effect that it is bound by the provisions of this Section 11.12(b), which
acknowledgement may be included as part of the respective assignment or
participation agreement pursuant to which such assignee or participant acquires
an interest in the Loans hereunder); provided, further, that in no event shall
any Lender or the Administrative Agent be obligated or required to return any
materials furnished by any Borrower. The obligations of any assignee that has
executed a Confidentiality Agreement in the form of Exhibit G hereto shall be
superseded by this Section 11.12 upon the date upon which such assignee becomes
a Lender hereunder pursuant to Section 11.06(b) hereof.



          Notwithstanding any other provision herein, the Borrowers, the Lenders and
the Administrative Agent (and each employee, representative or other agent of
the Borrowers, the Lenders and the Administrative Agent) may disclose to any
and all persons, without limitation of any kind, the U.S. tax treatment and
U.S. tax structure of this Agreement and all materials of any kind (including
opinions or other tax analyses) that are provided to the Borrower, the Lenders
and the Administrative Agent relating to such U.S. “tax treatment” and U.S.
“tax structure” (in each case, within the meaning of Treasury Regulation
Section 1.6011-4), other than any



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information for which nondisclosure is reasonably necessary in order to comply
with applicable securities laws.


          11.13 Judgment Currency. This is an international loan transaction in
which the specification of Dollars or an Alternative Currency, as the case may
be (the “Specified Currency”), and any payment in New York City or the country
of the Specified Currency, as the case may be (the “Specified Place”), is of
the essence, and the Specified Currency shall be the currency of account in all
events relating to Loans denominated in the Specified Currency. The payment
obligations of the Borrowers under this Agreement and the Notes shall not be
discharged by an amount paid in another currency or in another place, whether
pursuant to a judgment or otherwise, to the extent that the amount so paid on
conversion to the Specified Currency and transfer to the Specified Place under
normal banking procedures does not yield the amount of the Specified Currency
at the Specified Place due hereunder. If for the purpose of obtaining judgment
in any court it is necessary to convert a sum due hereunder in the Specified
Currency into another currency (the “Second Currency”), the rate of exchange
which shall be applied shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the Specified Currency with
the Second Currency on the Business Day next preceding that on which such
judgment is rendered. The obligation of each Borrower in respect of any such
sum due from it to the Administrative Agent or any Lender hereunder shall,
notwithstanding the rate of exchange actually applied in rendering such
judgment, be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent or such Lender, as the case may be, of any
sum adjudged to be due hereunder or under the Notes in the Second Currency to
the Administrative Agent or such Lender, as the case may be, may in accordance
with normal banking procedures purchase and transfer to the Specified Place the
Specified Currency with the amount of the Second Currency so adjudged to be
due; and each Borrower hereby, as a separate obligation and notwithstanding any
such judgment, agrees to indemnify the Administrative Agent or such Lender, as
the case may be, against, and to pay the Administrative Agent or such Lender,
as the case may be, on demand in the Specified Currency, any difference between
the sum originally due to the Administrative Agent or such Lender, as the case
may be, in the Specified Currency and the amount of the Specified Currency so
purchased and transferred.



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




	 	 	 	 	 
	 	 	BORROWERS
	 	 	 	 	 
	 	 	CAPITAL ONE FINANCIAL CORPORATION
	 	 	 	 	 
	 	 	
By	 	/s/ STEPHEN LINEHAN
	 	 	 	 	

	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	CAPITAL ONE BANK
	 	 	 	 	 
	 	 	
By	 	/s/ STEPHEN LINEHAN
	 	 	 	 	

	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	CAPITAL ONE, F.S.B.
	 	 	 	 	 
	 	 	
By	 	/s/ THOMAS A. FEIL
	 	 	 	 	

	 	 	 	 	Title: Director
of Capital Markets
	 	 	 	 	 
	 	 	CAPITAL ONE BANK (EUROPE) PLC
	 	 	 	 	 
	 	 	
By	 	/s/ STEPHEN LINEHAN
	 	 	 	 	

	 	 	 	 	Title: Vice
President, Corporate Funding



Credit Agreement






 


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	 	 	LENDERS
	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK
	 	 	 	 	 
	 	 	
By	 	/s/ CHRISTINE HERRICK
	 	 	 	 	

	 	 	 	 	Title: Vice
President



Credit Agreement






 


81



	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 	 	 	 	 
	 	 	
By	 	/s/ SHELLY K. HARPER
	 	 	 	 	

	 	 	 	 	Title: Principal



Credit Agreement






 


82



	 	 	 	 	 
	 	 	BARCLAYS BANK PLC
	 	 	 	 	 
	 	 	
By	 	/s/ ALISON MCGUIGAN
	 	 	 	 	

	 	 	 	 	Title: Associate
Director



Credit Agreement






 


83



	 	 	 	 	 
	 	 	CITIBANK, N.A.
	 	 	 	 	 
	 	 	
By	 	/s/ ROBERT B.
GOLDSTEIN
	 	 	 	 	

	 	 	 	 	Title: Managing
Director



Credit Agreement






 


84



	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON, acting through
	 	 	its Cayman Islands Branch
	 	 	 	 	 
	 	 	
By	 	/s/ JAY CHALL
	 	 	 	 	

	 	 	 	 	Title: Director
	 	 	 	 	 
	 	 	
By	 	/s/ CASSANDRA DROOGAN
	 	 	 	 	

	 	 	 	 	Title: Associate



Credit Agreement






 


85




	 	 	 	 	 
	 	 	DEUTSCHE BANK AG, NEW YORK BRANCH
	 	 	 	 	 
	 	 	
By	 	/s/ GAYMA Z.
SHIVNARAIN
	 	 	 	 	

	 	 	 	 	Title: Director
	 	 	 	 	 
	 	 	 	 	 
	 	 	
By	 	/s/ KATHLEEN BOWERS
	 	 	 	 	

	 	 	 	 	Title: Director



Credit Agreement






 


86



	 	 	 	 	 
	 	 	LEHMAN BROTHERS COMMERCIAL PAPER, INC.
	 	 	 	 	 
	 	 	
By	 	/s/ SUZANNE RY
	 	 	 	 	

	 	 	 	 	Title: Authorized
Signatory



Credit Agreement






 


87



	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	
By	 	/s/ THOMAS L. STITCHBERRY
	 	 	 	 	

	 	 	 	 	Title: Managing Director



Credit Agreement






 


88




	 	 	 	 	 
	 	 	BANK OF MONTREAL
	 	 	 	 	 
	 	 	
By	 	/s/ AMY K. DUMSER
	 	 	 	 	

	 	 	 	 	Title: Vice President



Credit Agreement






 


89



	 	 	 	 	 
	 	 	SOCIETE GENERALE, NEW YORK BRANCH
	 	 	 	 	 
	 	 	
By	 	/s/ EDITH L. HORNICK
	 	 	 	 	

	 	 	 	 	Title: Director



Credit Agreement






 


90



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	 	 	 
	 	 	
By	 	/s/ STEPHEN ADAM
	 	 	 	 	

	 	 	 	 	Title: Assistant Vice President



Credit Agreement






 


91



	 	 	 	 	 
	 	 	HSBC BANK plc
	 	 	 	 	 
	 	 	
By	 	/s/ C.M. RICHARDS
	 	 	 	 	

	 	 	 	 	Title: Relationship
Manager



Credit Agreement






 


92



	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc
	 	 	 	 	 
	 	 	
By	 	/s/ DIANE FERGUSON
	 	 	 	 	

	 	 	 	 	Title: Senior Vice
President



Credit Agreement






 


93



	 	 	 	 	 
	 	 	CREDIT LYONNAIS, NEW YORK BRANCH
	 	 	 	 	 
	 	 	
By	 	/s/ SEBASTIAN ROCCO
	 	 	 	 	

	 	 	 	 	Title: Senior Vice
President



Credit Agreement






 


94




	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT
	 	 	 	 	 
	 	 	JPMORGAN
CHASE BANK,
  as Administrative Agent
	 	 	 	 	 
	 	 	
By	 	/s/ CHRISTINE HERRICK
	 	 	 	 	

	 	 	 	 	Title: Vice President



Credit Agreement






 



SCHEDULE 2.01


COMMITMENTS




	 	 	 	 	 
	Name of Lender	 	COMMITMENT
	
	 	

	JPMorgan Chase Bank
	 	$	95,000,000	 
	Bank of America, N.A.
	 	$	85,000,000	 
	Barclays Bank plc
	 	$	85,000,000	 
	Citibank, N.A.
	 	$	85,000,000	 
	Credit Suisse First Boston
	 	$	85,000,000	 
	Deutsche Bank AG, New York Branch
	 	$	85,000,000	 
	Lehman Brothers Commercial Paper, Inc.
	 	$	85,000,000	 
	Wachovia Bank, National Association
	 	$	85,000,000	 
	Bank of Montreal
	 	$	67,500,000	 
	Société Générale, New York Branch
	 	$	67,500,000	 
	The Bank of New York
	 	$	50,000,000	 
	HSBC Bank plc
	 	$	50,000,000	 
	The Royal Bank of Scotland plc
	 	$	50,000,000	 
	Credit Lyonnais, New York Branch
	 	$	25,000,000	 
	 
	 	 	
	 
	TOTAL
	 	$	1,000,000,000	 
	 
	 	 	
	 



Credit Agreement






 



Schedule 7.03—Litigation


Securities Litigation



Beginning in July 2002, the Corporation was named as a defendant in twelve
putative class action securities cases. All twelve actions were filed in the
United States District Court for the Eastern District of Virginia. Each
complaint also named as “Individual Defendants” several of the Corporation’s
executive officers.


On October 1, 2002, the Court consolidated these twelve cases. Pursuant to the
Court’s order, Plaintiffs filed an amended complaint on October 17, 2002, which
alleged that the Corporation and the Individual Defendants violated Section
10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder, and Section 20(a)
of the Exchange Act. The amended complaint asserted a class period of January
16, 2001, through July 16, 2002, inclusive. The amended complaint alleged
generally that, during the asserted class period, the Corporation
misrepresented the adequacy of its capital levels and loan loss allowance
relating to higher risk assets. In addition, the amended complaint alleged
generally that the Corporation failed to disclose that it was experiencing
serious infrastructure deficiencies and systemic computer problems as a result
of its growth.


On December 4, 2002, the Court granted defendants’ motion to dismiss
plaintiffs’ amended complaint with leave to amend. Pursuant to that order,
plaintiffs filed a second amended complaint on December 23, 2002, which
asserted the same class period and alleged violations of the same statutes and
rule. The second amended complaint also added a new Individual Defendant and
asserted violations of Generally Accepted Accounting Principles. Defendants
moved to dismiss the second amended complaint on January 8, 2003, and
plaintiffs filed a motion on March 6, 2003, seeking leave to amend their
complaint. On April 10, 2003, the Court granted defendants’ motion to dismiss
plaintiffs’ second amended complaint, denied plaintiffs’ motion for leave to
amend, and dismissed the consolidated action.


Schedule 7.03






 


EXHIBIT A-1


[Form of Syndicated Note]



PROMISSORY NOTE




	 	 	 
	[$] [£]
[ €]           	 	
May 5, 2003
	 	 	
New York, New York



          FOR VALUE RECEIVED, [CAPITAL ONE BANK, a bank chartered under the laws of
the Commonwealth of Virginia][CAPITAL ONE, F.S.B., a Federal savings bank
chartered under the laws of the United States of America] [CAPITAL ONE
FINANCIAL CORPORATION, a corporation organized under the laws of the State of
Delaware] [CAPITAL ONE BANK (EUROPE) PLC, a corporation organized under the
laws of England] (the “Borrower”), hereby promises to pay to the order of
                (the “Lender”), for account of its respective Applicable
Lending Offices provided for by the Credit Agreement referred to below, at the
principal office of JPMorgan Chase Bank at 270 Park Avenue, New York, New York
10017, the principal sum of                 [Dollars] [Pounds Sterling] [Euro]
(or such lesser amount as shall equal the aggregate unpaid principal amount of
the Dollar Loans made by the Lender to the Borrower under the Credit
Agreement), in lawful money of [the United States of America] [the United
Kingdom] [the Participating Member States] and in immediately available funds,
on the dates and in the principal amounts provided in the Credit Agreement, and
to pay interest on the unpaid principal amount of each such Loan, at such
office, in like money and funds, for the period commencing on the date of such
Loan until such Loan shall be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement.



          The date, amount, Type, Currency, interest rate and duration of Interest
Period of each Loan made by the Lender to the Borrower, and each payment made
on account of the principal thereof, shall be recorded by the Lender on its
books and, prior to any transfer of this Note, endorsed by the Lender on the
schedule attached hereto or any continuation thereof, provided that the failure
of the Lender to make any such recordation (or any error in making any such
recordation) or endorsement shall not affect the obligations of the Borrower to
make a payment when due of any amount owing under the Credit Agreement or
hereunder in respect of the Loans made by the Lender.



          This Note is one of the Syndicated Notes referred to in the Credit
Agreement dated as of May 5, 2003 (as modified and supplemented and in effect
from time to time, the “Credit Agreement”) among Capital One Financial
Corporation, Capital One Bank, Capital One, F.S.B., Capital One Bank (Europe)
plc, the lenders party thereto (including the Lender) and JPMorgan Chase Bank,
as Administrative Agent, and evidences Loans made by the Lender thereunder.
Terms used but not defined in this Note have the respective meanings assigned
to them in the Credit Agreement.

Syndicated Note






 


2




          The Credit Agreement provides for the acceleration of the maturity of this
Note upon the occurrence of certain events and for prepayments of Loans upon
the terms and conditions specified therein.



          Except as permitted by Section 11.06 of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.



          This Note shall be governed by, and construed in accordance with, the law
of the State of New York without reference to choice of law doctrine.




	 	 	 	 	 
	 	 	[CAPITAL ONE BANK]
	 	 	 	 	 
	 	 	[CAPITAL ONE, F.S.B.]
	 	 	 	 	 
	 	 	[CAPITAL ONE FINANCIAL CORPORATION]
	 	 	 	 	 
	 	 	[CAPITAL ONE BANK (EUROPE) PLC]
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Title:



Syndicated Note






 


3


SCHEDULE OF LOANS



          This Note evidences Loans made under the within-described Credit Agreement
to the Borrower, on the dates, in the principal amounts, of the Types, bearing
interest at the rates and having Interest Periods of the durations set forth
below, subject to the payments and prepayments of principal set forth below:




	 	 	 	 	 
	Principal
	Amount
	of Loan
	(and	 	 	 	 	 	 	 	Maturity	 	 	Amount	 	 	Unpaid
	Currency	 	Type of	 	 	Interest	 	 	Date of	 	 	Paid or	 	 	Principal	 	 	Notation
	thereof)	 	Loan	 	 	Rate	 	 	Loan	 	 	Prepaid	 	 	Amount	 	 	Made By
	
	 	
	 	 	
	 	 	
	 	 	
	 	 	
	 	 	





Syndicated Note






 


EXHIBIT A-2


[Form of Money Market Note]



PROMISSORY NOTE



              , 200   

New York, New York


          FOR VALUE RECEIVED, [CAPITAL ONE BANK, a bank chartered under the laws of
the Commonwealth of Virginia][CAPITAL ONE, F.S.B., a Federal savings bank
chartered under the laws of the United States of America][CAPITAL ONE FINANCIAL
CORPORATION, a corporation organized under the laws of the State of Delaware]
[CAPITAL ONE BANK (EUROPE) PLC, a corporation organized under the laws of
England] (the “Borrower”), hereby promises to pay to the order of
                (the “Lender”), for account of its respective Applicable
Lending Offices provided for by the Credit Agreement referred to below, at the
principal office of JPMorgan Chase Bank at 270 Park Avenue, New York, New York
10017, the aggregate unpaid principal amount of the Money Market Loans made by
the Lender to the Borrower under the Credit Agreement, in the respective
Currencies in which such Loans are denominated and in immediately available
funds, on the dates and in the principal amounts provided in the Credit
Agreement, and to pay interest on the unpaid principal amount of each such
Money Market Loan, at such office, in like money and funds, for the period
commencing on the date of such Money Market Loan until such Money Market Loan
shall be paid in full, at the rates per annum and on the dates provided in the
Credit Agreement.



          The date, amount, Type, Currency, interest rate and maturity date of each
Money Market Loan made by the Lender to the Borrower, and each payment made on
account of the principal thereof, shall be recorded by the Lender on its books
and, prior to any transfer of this Note, endorsed by the Lender on the schedule
attached hereto or any continuation thereof, provided that the failure of the
Lender to make any such recordation (or any error in making any such
recordation) or endorsement shall not affect the obligations of the Borrower to
make a payment when due of any amount owing under the Credit Agreement or
hereunder in respect of the Money Market Loans made by the Lender.



          This Note is one of the Money Market Notes referred to in the Credit
Agreement dated as of May 5, 2003 (as modified and supplemented and in effect
from time to time, the “Credit Agreement”) among Capital One Financial
Corporation, Capital One Bank, Capital One, F.S.B., Capital One Bank (Europe)
plc, the lenders party thereto (including the Lender) and JPMorgan Chase Bank,
as Administrative Agent, and evidences Money Market Loans made by the Lender
thereunder. Terms used but not defined in this Note have the respective
meanings assigned to them in the Credit Agreement.



          The Credit Agreement provides for the acceleration of the maturity of this
Note upon the occurrence of certain events and for prepayments of Money Market
Loans upon the terms and conditions specified therein.


Money Market Note






 


2




          Except as permitted by Section 11.06 of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.



          This Note shall be governed by, and construed in accordance with, the law
of the State of New York without reference to choice of law doctrine.




	 	 	 	 	 
	 	 	[CAPITAL ONE BANK]
	 	 	[CAPITAL ONE, F.S.B.]
	 	 	[CAPITAL ONE FINANCIAL CORPORATION]
	 	 	[CAPITAL ONE BANK (EUROPE) PLC]
	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Title:



Money Market Note






 


3


SCHEDULE OF MONEY MARKET LOANS



          This Note evidences Money Market Loans made under the within-described
Credit Agreement to the Borrower, on the dates, in the principal amounts, and
of the Types and Currencies, bearing interest at the rates and maturing on the
dates set forth below, subject to the payments and prepayments of principal set
forth below:




	 	 	 	 	 
	Principal	 	Type and	 	 	 	 	 	Maturity	 	 	Amount	 	 	Unpaid
	Amount	 	Currency	 	 	Interest	 	 	Date of	 	 	Paid or	 	 	Principal	 	 	Notation
	of Loan	 	of Loan	 	 	Rate	 	 	Loan	 	 	Prepaid	 	 	Amount	 	 	Made By
	
	 	
	 	 	
	 	 	
	 	 	
	 	 	
	 	 	





Money Market Note






 


EXHIBIT B-1


[Form of Opinion of Special U.S. Counsel to the Borrowers]



[Letterhead of McGuireWoods LLP]



May        , 2003


Each of the Lender Parties
   referenced
below

JPMorgan Chase Bank,
   as
Administrative Agent

270 Park Avenue

New York, New York 10017


Ladies and Gentlemen:


          We have acted as special New York and Virginia counsel to Capital One
Financial Corporation (“COFC”), Capital One Bank (“COB”), Capital One, F.S.B.
(“FSB”) and Capital One Bank Europa PLC (“COBE” and, collectively with COFC,
COB and FSB, the “Borrowers” and COFC, COB and FSB collectively being the “US
Borrowers”) in connection with the Credit Agreement (the “Loan Agreement”)
dated as of May 5, 2003, among the Borrowers, the Lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent (the Administrative Agent and the
Lenders are collectively referred to as the “Lender Parties” and individually
as a “Lender Party”) for the Lenders. This opinion letter is furnished to you
pursuant to Section 6.01 of the Loan Agreement. Unless otherwise defined
herein, terms used herein have the meanings provided for in the Loan Agreement.



Documents Reviewed



          In connection with this opinion letter, we have examined the following
documents, each of which is dated as of the date of the Loan Agreement unless
otherwise indicated:




		
	 	     (a) the Loan Agreement; and




		
	 	     (b) the Notes;



Opinion of Special U.S. Counsel to the Borrowers






 


2



The documents referred to in clauses (a) and (b) above are referred to
collectively as the “Subject Documents”.


          In addition we have examined the following:




		
	 	     (i) originals, or copies identified to our satisfaction as
being true copies, of such records, documents and other instruments
as we have deemed necessary for the purposes of this opinion
letter; and




		
	 	     (ii) certificates from the Secretary of each US Borrower
certifying in each instance as to true and correct copies of the
certificate of incorporation, bylaws and board of directors
resolutions of each such Borrower (the “Organizational Documents”)
and as to the incumbency and specimen signatures of officers or
other persons authorized to execute the Subject Documents on behalf
of each such Borrower;



Assumptions Underlying Our Opinions



          For all purposes of the opinions expressed herein, we have assumed,
without independent investigation, that:



          (a) Factual Matters. With regard to factual matters, to the extent that
we have reviewed and relied upon (a) certificates of each Borrower or
authorized representatives thereof, (b) representations of each Borrower set
forth in the Subject Documents and (c) certificates and assurances from public
officials, all of such certificates, representations and assurances are
accurate;



          (b) Contrary Knowledge of Addressee. No addressee of this opinion letter
has any actual knowledge that any of our factual assumptions or opinions is
inaccurate;



          (c) Signatures. The signatures of individuals (other than individuals
signing on behalf of the Borrowers) signing the Subject Documents are genuine
and authorized;



          (d) Authentic and Conforming Documents. All documents submitted to us as
originals are authentic, complete and accurate and all documents submitted to
us as copies conform to authentic original documents;



          (e) Capacity of Certain Parties. All parties to the Subject Documents
(other than the US Borrowers party thereto) have the organizational capacity
and full power and authority to execute, deliver and perform the Subject
Documents and the documents required or permitted to be delivered and performed
thereunder;



          (f) Subject Documents Binding on Certain Parties. (i) Except with respect
to the US Borrowers, all of the Subject Documents and the documents required or
permitted to be delivered thereunder have been duly authorized by all necessary
organizational action on the part of the parties thereto and (ii) all of the
Subject Documents and the documents required or permitted to be delivered
thereunder have been duly executed and delivered by such parties and,



Opinion of Special U.S. Counsel to the Borrowers






 


3



except with respect to the Borrowers, are legal, valid and binding
obligations enforceable against such parties in accordance with their terms;


          (g) Consents for Certain Parties. All necessary consents, authorizations,
approvals, permits or certificates (governmental and otherwise) which are
required as a condition to the execution and delivery of the Subject Documents
by the parties thereto (other than the US Borrowers) and to the consummation by
such parties of the transactions contemplated thereby have been obtained; and



          (h) Accurate Description of Parties’ Understanding. The Subject Documents
accurately describe and contain the mutual understanding of the parties, and
there are no oral or other written statements or agreements that modify, amend
or vary, or purport to modify, amend or vary, any of the terms thereof;



Our Opinions



          Based on and subject to the foregoing and the other limitations,
assumptions, qualifications and exclusions set forth in this opinion letter, we
are of the opinion that:



          1. Application of New York Law. A Virginia court or a federal court
sitting in Virginia in a diversity action should, under conflicts of law
principles observed by the courts of Virginia, if properly presented with the
issue, give effect to those provisions of the Subject Documents providing that
such documents are to be governed by and construed in accordance with the laws
of the State of New York insofar as such provisions relate to the substantive
laws of the State of New York and to the validity, nature, interpretation and
effect of the documents, except (i) to the extent, if any, that federal law
applies, (ii) to the extent procedural (as opposed to substantive) laws are
involved or (iii) to the extent that the applicable laws of the State of New
York violate a public policy of Virginia.



          2. Power and Authority. Each US Borrower has the organizational power and
authority to execute, deliver and perform the terms and provisions of each
Subject Document to which it is party and has taken all necessary
organizational action to authorize the execution, delivery and performance
thereof.



          3. Validity and Enforceability. Each Subject Document to which a Borrower
is a party constitutes its valid, binding and enforceable obligation.



          4. Noncontravention. Neither the execution, delivery and performance by
any Borrower of any Subject Document to which it is a party, nor the compliance
by any Borrower with the terms and provisions thereof: (a) violates any present
law, statute or regulation of the State of New York or the Commonwealth of
Virginia or the United States (including Regulations T, U and X of the Board of
Governors of the Federal Reserve System) that, in each case, is applicable to
such Borrower or (b) any provision of the Organizational Documents of any US
Borrower.



          5. Governmental Approvals. No consent, approval or authorization of, or
filing with, any governmental authority of the State of New York or the
Commonwealth of Virginia or



Opinion of Special U.S. Counsel to the Borrowers






 


4




the United States that, in each case, is applicable to any Borrower is
required for (a) the due execution, delivery and performance by any Borrower of
any Subject Document to which it is a party or (b) the validity, binding effect
or enforceability of any Subject Document to which any Borrower is a party,
except (i) in each case as have previously been made or obtained, and (ii)
consents, approvals, authorizations or filings as may be required to be
obtained or made by any Lender Party as a result of its involvement in the
transactions contemplated by the Subject Documents.


Exclusions



          We call your attention to the following matters as to which we express no
opinion:



          (a) Indemnification. Any agreement of a Borrower in a Subject Document
relating to indemnification, contribution or exculpation from costs, expenses
or other liabilities that is contrary to public policy or applicable law;



          (b) Fraudulent Transfer. The effect, if applicable, of fraudulent
conveyance, fraudulent transfer and preferential transfer laws and principles
of equitable subordination;



          (c) Jurisdiction, Venue, etc. Any agreement of a Borrower in a Subject
Document to submit to the jurisdiction of a specified federal or state court,
to waive any objection to the laying of the venue, to waive the defense of
forum non conveniens in any action or proceeding referred to therein, to waive
trial by jury, or to effect service of process in any particular manner or to
establish evidentiary standards;



          (d) Certain Laws. Federal securities laws or regulations, state
securities and Blue Sky laws or regulations, pension and employee benefit laws
and regulations, federal and state environmental laws and regulations, federal
and state tax laws and regulations, federal and state health and occupational
safety laws and regulations, building code, zoning, subdivision and other laws
and regulations governing the development, use and occupancy of real property,
federal and state antitrust and unfair competition laws and regulations, and
the effect of any of the foregoing on any of the opinions expressed;



          (e) Local Ordinances. The ordinances, statutes, administrative decisions,
orders, rules and regulations of any municipality, county, special district or
other political subdivision of the State of New York or the Commonwealth of
Virginia;



          (f) Certain Agreements of Borrower Parties. Any agreement of a Borrower
in a Subject Document providing for:




		
	 	     (i) specific performance of any Borrower’s obligations;




		
	 	     (ii) the right of any purchaser of a participation interest
from any Lender to set off or apply any deposit, property or
indebtedness with respect to any such participation interest;



Opinion of Special U.S. Counsel to the Borrowers






 


5




		
	 	     (iii) establishment of a contractual rate of interest payable
after judgment;




		
	 	     (iv) adjustments of payments among Lenders or rights of set
off among Lenders;




		
	 	     (v) the granting of any power of attorney;




		
	 	     (vi) survival of liabilities and obligations of any party
under any of the Subject Documents arising after the effective date
of termination of the Loan Agreement;




		
	 	     (vii) Section 4.07(c) of the Credit Agreement;




		
	 	     (viii) Section 11.13 of the Credit Agreement; and




		
	 	     (ix) any requirement that any waiver or modification of a
Subject Document must be in writing.



          (g) Bank Holding Company Act. With respect to our opinion set forth in
paragraph 4, as to whether, by reason of the assumption by COB of the
Undertaking set forth in Section 2.11 of the Credit Agreement, COFC would be
required to be licensed as a bank holding company under the Bank Holding
Company Act of 1956, as amended (the “BHCA”), by reason of the failure of COB
to fall within the exclusion from the definition of the term “bank” contained
in Section 2(c)(2)(F) of the BHCA.



Qualifications and Limitations



          The opinions set forth above are subject to the following qualifications
and limitations:



          (h) Applicable Law. Our opinions are limited to the federal law of the
United States, the laws of the State of New York and the laws of the
Commonwealth of Virginia and we do not express any opinion concerning any other
law.



          (i) Bankruptcy. Our opinions are subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors’ rights generally.



          (j) Equitable Principles. Our opinions are subject to the effect of
general principles of equity (regardless of whether considered in a proceeding
in equity or at law), including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing. In applying such principles, a
court, among other things, might limit the availability of specific equitable
remedies (such as injunctive relief and the remedy of specific performance),
might not allow a creditor to accelerate maturity of debt or exercise other
remedies upon the occurrence of a default deemed immaterial or for non-credit
reasons or might decline to order a debtor to perform covenants in a Subject
Document. Further, a court may refuse to enforce a covenant if



Opinion of Special U.S. Counsel to the Borrowers






 


6



and to the extent that it deems such covenant to be violative of
applicable public policy, including, for example, provisions requiring
indemnification of a Lender Party against liability for its own wrongful or
negligent acts.


          (k) Noncontravention and Governmental Approvals. With respect to the
opinions expressed in paragraphs 4(a) and 5, our opinions are limited (i) to
our actual knowledge, if any, of the Borrowers’ specially regulated business
activities and properties based solely upon the Borrowers’ certificates in
respect of such matters and without any independent investigation or
verification on our part and (ii) to our review of only those laws and
regulations that, in our experience, are normally applicable to transactions of
the type contemplated by the Subject Documents.



          (l) Use of Proceeds. With respect to our opinion expressed in paragraph
4(a) as it relates to Regulations T, U and X of the Board of Governors of the
Federal Reserve System, we have assumed that the Borrowers will comply with the
provisions of the Loan Agreement relating to the use of proceeds.



          (m) Material Changes to Terms. Provisions in the Subject Documents which
provide that any obligations of a Borrower thereunder will not be affected by
the action or failure to act on the part of any Lender Party or by an amendment
or waiver of the provisions contained in the other Subject Documents might not
be enforceable under circumstances in which such action, failure to act,
amendment or waiver so materially changes the essential terms of the
obligations that, in effect, a new contract has arisen between the Lender
Parties and the Borrowers.



          (n) Incorporated Documents. The foregoing opinions do not relate to (and
we have not reviewed) any document or instrument other than the Subject
Documents, and we express no opinion as to such other document or instrument
(including, without limitation, any document or instrument referenced or
incorporated in any of the Subject Documents) or as to the interplay between
the Subject Documents and any such other document and instrument.



          (o) Mathematical Calculations. We have made no independent verification
of any of the numbers, schedules, formulae or calculations in the Subject
Documents, and we render no opinion with regard to the accuracy, validity or
enforceability of any of them.



Miscellaneous



          The foregoing opinions are being furnished to the Lender Parties for the
purpose referred to in the first paragraph of this opinion letter, and this
opinion letter is not to be furnished to any other person or entity or used or
relied upon for any other purpose without our prior written consent. The
opinions set forth herein are made as of the date hereof, and we assume no
obligation to supplement this opinion letter if any applicable laws change
after the date hereof or if we become aware after the date hereof of any facts
that might change the opinions expressed herein. The headings and titles to
paragraphs of sections of this opinion letter are for convenience of reference
only and are not construed to have any effect or meaning with respect to such
paragraphs or sections.




	 	Very truly yours,




	 	[Manual Signature of McGuireWoods LLP]



Opinion of Special U.S. Counsel to the Borrowers






 



EXHIBIT B-2


[FORM OF OPINION OF SPECIAL ENGLISH COUNSEL TO COBE]



[Letterhead of Hammonds]



May         , 2003



Each of the Lender Parties
   referenced
below

JPMorgan Chase Bank,
   as
Administrative Agent

270 Park Avenue

New York, New York 10017


Ladies and Gentlemen:


     We have acted as English legal advisers to Capital One Bank Europe PLC
(“COBE”), in connection with the Credit Agreement (the “Loan Agreement”) dated
as of May 5, 2003, among the Borrowers, the Lenders party thereto and JPMorgan
Chase Bank, as Administrative Agent (the Administrative Agent and the Lenders
are collectively referred to as the “Lender Parties” and individually as a
“Lender Party”) for the Lenders. This opinion letter is furnished to you
pursuant to Section 6.01(d) of the Loan Agreement. Unless otherwise defined
herein, terms used herein have the meanings provided for in the Loan Agreement.


     We have received instructions from, and participated in discussions with,
McGuire Woods LLP, special New York and Virginia Counsel to the Borrowers,
about the provisions contained in the Subject Documents (as defined below) and
on that basis we are delivering this opinion.



     Our opinion relates solely to English law as applied by the English courts
as at the date of this opinion and insofar as any law other than English law
may be relevant to this opinion, we have taken no account of, and have made no
investigation of, such law.



Documents Reviewed



Opinion of Special English Counsel to COBE






 


2




          In connection with this opinion letter, we have examined an [executed
copy] of the Loan Agreement.



The Loan Agreement and the Notes are referred to collectively as the “Subject
Documents”.


          In addition we have examined the following:




		
	 	     (i) searches in the file of COBE maintained by the Registrar
of Companies for England and Wales as at the opening of business on
[             ] (“the Searches”) and the Certificate of Good
Standing dated [        ] issued by the Registrar of Companies for
England and Wales in respect of COBE; and




		
	 	     (ii) certificates from the Company Secretary of COBE
certifying as to true and correct copies of the certificate of
incorporation, memorandum and articles of association and board of
directors resolutions of COBE (the “Organizational Documents”) and
as to the incumbency and specimen signatures of officers or other
persons authorized to execute the Subject Documents on behalf of
COBE.



We have not, for the purposes of this opinion, examined any contracts,
instruments, decrees, judgments or other documents entered into by or affecting
COBE (including contracts, instruments or other documents referred to in such
documents as we have examined) or any other corporate records (including the
statutory registers and the records) of COBE and we have not, save as expressly
mentioned in this letter, made any other enquiries concerning COBE.


Assumptions Underlying Our Opinions



          For all purposes of the opinions expressed herein, we have assumed,
without independent investigation, that:



          Factual Matters. With regard to factual matters, to the extent that we
have reviewed and relied upon (i) certificates of COBE or authorized
representatives thereof, (ii) representations and statements as to factual
matters set forth in the Subject Documents and notices given or to be given in
relation thereto and (iii) certificates and assurances from and information
provided by public officials, all of such certificates, representations,
statements, notices, assurances and information are true and accurate;



          Signatures. The signatures of individuals (other than individuals signing
on behalf of COBE) signing the Subject Documents are genuine and authorized and
such individuals have full legal capacity;



          (p) Authentic and Conforming Documents. All documents submitted to us as
originals are authentic, complete and accurate and all documents submitted to
us as copies conform to authentic and complete original documents;



          (q) Capacity of Certain Parties. All parties to the Subject Documents
(other than COBE) validly exist and have the capacity and full power and
authority to execute, deliver and

Opinion of Special English Counsel to COBE






 


3



perform the Subject Documents and the documents required or permitted to
be delivered and performed thereunder;


          (r) Subject Documents Binding on Certain Parties. (i) Except with respect
to COBE, all of the Subject Documents and the documents required or permitted
to be delivered thereunder have been duly authorized by all necessary action on
the part of the parties thereto and (ii) all of the Subject Documents and the
documents required or permitted to be delivered thereunder have been duly
executed and delivered by such parties and, except with respect to COBE, are
legal, valid and binding obligations enforceable against such parties in
accordance with their terms under all applicable laws;



          (s) Consents for Certain Parties. All necessary consents, authorizations,
approvals, permits or certificates (governmental and otherwise) which are
required as a condition to the execution and delivery of the Subject Documents
by the parties thereto (other than COBE) and to the consummation by such
parties of the transactions contemplated thereby have been obtained and are in
full force and effect;



          (t) Accurate Description of Parties’ Understanding. The Subject Documents
accurately describe and contain the mutual understanding of the parties, and
there are no oral or other written statements or agreements that modify, amend
or vary, or purport to modify, amend or vary, any of the terms thereof;



          (u) Legal Valid and Binding Obligations. The Subject Documents constitute
legal and valid obligations under the laws of the State of New York by which
they are expressed to be governed and any other applicable law (other than
English law in the case of COBE) which are binding on each party thereto and
enforceable in accordance with their respective terms and insofar as any
obligation under the Subject Documents falls to be performed in any
jurisdiction outside England, its performance will not be illegal or in breach
of any exchange control regulations or other directives under the laws of that
jurisdiction;



          (v) No Contravention of Laws. There are no provisions of the laws of any
jurisdiction other than England and Wales which will be contravened by the
execution, delivery or performance of any of the Subject Documents by any party
or by the performance by any party of any obligations assumed by it thereunder
and that no law other than the laws of England and Wales affects this opinion;



          (w) Absence of Fraud. The absence of any fraud or misrepresentation on
the part of all parties to the Subject Documents;



          (x) No Restrictions. The execution, delivery or performance of the
Subject Documents do not and will not infringe any restrictions binding upon
COBE in terms of any contract, instrument, decree, judgment, regulation,
directive or other document entered into by or affecting COBE which is not
known to us;



          (y) Proper Use of Powers. The execution and delivery of the Subject
Documents by COBE was a proper use of its Directors’ powers in accordance with
their duties under all applicable laws and the memorandum and articles of
association of COBE and in its best

Opinion of Special English Counsel to COBE






 


4



interests and that the exercise of its rights and performance of its
obligations thereunder will be of commercial benefit to COBE;


          (z) Public Filings. Information contained in the file of COBE maintained
by the Registrar of Companies for England and Wales as at the opening of
business on [         ] was complete and accurate in all respects and the
information revealed in response to our enquiries on [             ] of the Central
Registry of Winding Up Petitions was complete and accurate in all respects;



          (aa) Submission to Jurisdiction. The Submission by COBE in the Subject
Documents to the jurisdiction of the courts of New York is valid and binding
under the laws of the State of New York and will be accepted by the New York
courts.



          (bb) Resolutions. The written resolutions of the directors of COBE set
out in the Organisational Documents were duly passed pursuant to Regulation 93
of the Articles of Association of COBE by duly appointed directors of COBE
(which, based on the assumptions contained herein, appears to be the case on
the face of such resolutions) and a full declaration of directors’ interests
was made prior thereto and none of those resolutions have been rescinded or
amended and all are in full force and effect;



          (cc) Constitutional Documents. The memorandum and articles of association
examined by us are the current memorandum and articles of association of COBE
and that no resolution has been passed which has not been disclosed to us
making any amendment to such memorandum and articles.



          (dd) Notes. The Notes are not negotiable instruments, do not constitute
promissory notes within the meaning of Section 83 of the Bills of Exchange Act
1882 and will not be offered or sold to any person otherwise than by way of
transfer in connection with an assignment of rights under the Loan Agreement in
accordance with Section 11.06 of the Loan Agreement. It is further assumed
that each of the Notes has been duly and validly executed and delivered on the
date of this opinion.



Our Opinions



          Based on and subject to the foregoing and the other limitations,
assumptions, qualifications and exclusions set forth in this opinion letter, we
are of the opinion that:



          6. Application of New York Law. An English court will give effect to
those provisions of the Subject Documents providing that such documents are to
be governed by and construed in accordance with the laws of the State of New
York insofar as such provisions relate to the substantive laws of the State of
New York and to the validity, nature, interpretation and effect of the Subject
Documents, except (i) to the extent, if any, that US federal law applies, (ii)
to the extent procedural (as opposed to substantive) laws are involved, (iii)
to the extent that the applicable laws of the State of New York violate a
public policy of England or English law; or (iv) to the extent that mandatory
rules of English law apply in accordance with Article 3 of the Convention on
the law applicable to contractual obligations opened in Rome and signed by the
United Kingdom on 7 December 1981.

Opinion of Special English Counsel to COBE






 


5

          7. Incorporation and Good Standing. COBE is duly incorporated in Great
Britain and registered in England and Wales and:



          (a) the Searches revealed no order or resolution for the winding up of
COBE and no notice of appointment of a liquidator, receiver, administrative
receiver or administrator in respect of COBE; and



          (b) the Central Registry of Winding Up Petitions has confirmed in response
to our oral enquiry made at its opening on [    ] that no petition for the
winding up of any Obligor has been presented within the period covered by such
enquiry.



          8. Power and Authority. COBE has the corporate power under its Memorandum
of Association to execute, deliver and perform the terms and provisions of each
Subject Document to which it is party and the execution, delivery and
performance thereof has been duly authorised by all necessary corporate action
on the part of COBE under its Articles of Association and the Loan Agreement
has been duly executed and delivered by COBE.



          9. Enforceability. Each of the Subject Documents is in proper legal form
under the laws of England and Wales for the enforcement thereof against COBE in
the English courts.



          10. Noncontravention. Neither the execution, delivery and performance by
COBE of any Subject Document to which it is a party, nor the compliance by COBE
with the terms and provisions thereof: (a) violates any present law, statute or
regulation having the force of law in England of general application that, in
each case, is applicable to COBE or (b) any provision of the Organizational
Documents of COBE.



          11. Governmental Approvals. No consent, approval or authorization of, or
filing with, any governmental authority of England that is applicable to COBE
is required for (a) the due execution, delivery and performance by COBE of any
Subject Document to which it is a party or (b) the validity, binding effect or
enforceability of any Subject Document to which COBE is a party.



Qualifications and Reservations



Notwithstanding the foregoing, the opinions expressed in this letter are
subject to the following exclusions, qualifications and reservations:


     (a) Availability of Remedies. Certain remedies, such as an order for
specific performance or an injunction, may be available only at the discretion
of the court. A court will not grant specific performance in respect of an
obligation to pay money and may refuse the remedy on equitable and public
policy grounds. No opinion is therefore expressed on whether any specific
remedy, other than monetary damages, would be available.


Opinion of Special English Counsel to COBE






 


6


     (b)  Concurrent Jurisdictions. The submission by COBE in the Subject
Documents to the non-exclusive jurisdiction of the courts of the State of New
York will not operate to exclude the jurisdiction of the English courts where
such jurisdiction is otherwise competent.


     (c)  Operational Requirements. We express no opinion in relation to
operational or regulatory requirements (including without limitation licensing
requirements) in connection with the corporate power and capacity of COBE
including without limitation its authorisation by the Financial Services
Authority of the United Kingdom.


     (d)  Matters of fact. We express no opinion as to matters of fact.


     (e)  Searches. The Searches are not conclusively capable of revealing
whether or not:



	 	i.	 	a winding up order has been made or a resolution passed for the winding up; or
	 
	 	ii.	 	an administration order has been made; or
	 
	 	iii.	 	a receiver, administrative receiver, administrator or liquidator has been
appointed;




	 	 	with respect to COBE, since notice of these matters may not be filed
with the Registrar of Companies immediately and, when filed, may not be
entered on the public microfiche of COBE immediately. In addition, the
Searches are not capable of revealing, prior to the making of the
relevant order, whether or not a winding up petition or a petition or
application for an administration order has been presented.




		
	 	    (f) Central Index of Winding Up Petitions. To the extent that we have
made a search at the Central Index of Winding Up Petitions on
[    ], this
relates only to a compulsory winding up and is not conclusively capable of
revealing whether or not a winding up petition in respect of a compulsory
winding up has been presented, since there is a delay between the
presentation of a petition and the date when details of the petition are
entered on the records of the Central Index of Winding Up Petitions and the
response to an enquiry only relates to the period covered by the computer
records for the Central Index.




		
	 	    (g) Limits on Enforcement. Enforcement of COBE’s obligations under the
Subject Documents in an English court may be affected by bankruptcy,
insolvency, liquidation, administration, reorganisation, reconstruction,
moratorium or similar laws generally affecting creditors’ rights.




		
	 	In particular, but without limitation, we draw your attention to the
limitations contained in:




		
	 	    (i) Part II of the Insolvency Act 1986 (Powers of administrators); and




		
	 	    (ii) The principles of public policy relating to bankruptcy law as
discussed in British Eagle v Air France (1975 1 WLR 758 (HL) where the
courts will cut down transactions



Opinion of Special English Counsel to COBE






 


7



		
	 	aimed at circumventing basic insolvency principles, for example those of
mandatory set-off and pari passu distribution.




		
	 	     (h) Certifications or Determinations. The provisions of the Subject
Documents providing that certain certifications or determinations will be
conclusive and binding will not necessarily prevent judicial enquiry into
the merits of any claim by an aggrieved party.




		
	 	     (i) Exercise of discretion. Where a party to any of the Subject
Documents is vested with a discretion or may determine a matter in its
opinion, English law may require that such discretion is exercised
reasonably or that such opinion is based upon reasonable grounds.




		
	 	     (j) Rights of Set-off etc. We express no opinion as to the
enforceability in all circumstances of any provisions in the Subject
Documents relating to set-off nor do we express any opinion as to the
existence of equities, rights of set-off, counterclaims, liens, charges,
encumbrances or similar rights which are not registerable under the
Companies Act 1985 and which may have arisen and not been so registered.




		
	 	     (k) Powers to stay an action. An English court has power to stay an
action where it is shown that there is some other forum, having competent
jurisdiction, which is more appropriate for the trial of the action on the
basis that the case can be tried more suitably for the interests of all the
parties and the ends of justice, save where the court’s discretion to stay
the action may be excluded by the European Council Regulation of 22 December
2000 (No 44/2001) on Jurisdiction and the Recognition and Enforcement of
Judgements in Civil and Commercial Matters (as implemented by Statutory
Instrument 2001/3929) or the 1968 Brussels Convention on Jurisdiction and
the Enforcement of Judgments in Civil and Commercial Matters (as amended) or
by the 1988 Lugano Convention on Jurisdiction and the Enforcement of
Judgments in Civil and Commercial Matters as the same have been applied by
virtue of the Civil Jurisdiction and Judgments Act 1982 (as amended).




		
	 	     (l) Costs. An English court may refuse to give effect to any

provisions of the Subject Documents relating to expenses in respect of the
costs of enforcement (actual or contemplated) or of unsuccessful litigation
brought before an English court or where the court has itself made an order
for costs.




		
	 	     (m) Judgements by Foreign Courts. A judgment by a court of a foreign
jurisdiction has no direct operation in England but may be enforceable by
registration (where available under the Administration of Justice Act 1920,
the Foreign Judgments (Reciprocal Enforcements) Act 1933, the EEC Convention
on Jurisdiction and the Enforcement of Judgments in Civil and Commercial
Matters of 1968 (as amended), the Civil Jurisdiction and Judgments Act 1982
or the European Council Regulation of 22 December 2000 (No 44/2001) on
Jurisdiction and the Recognition and Enforcement of Judgements in Civil and
Commercial Matters (as implemented by Statutory Instrument 2001/3929)) or
may form the basis of an action or counterclaim or may be recognised by the
English courts as a defence to an action or as conclusive of an issue in an
action. Such registration or recognition would not be available, inter alia,
where: (I) the foreign court was not duly invested with jurisdiction under
all applicable foreign laws and did not have jurisdiction under English
conflict of laws



Opinion of Special English Counsel to COBE






 


8



		
	 	rules; or (ii) the judgment had been obtained by fraud or in a manner
opposed to natural justice; or (iii) enforcement or recognition of the
judgment would be contrary to public policy or to Section 5 of the
Protection of Trading Interests Act 1980; or (iv) enforcement or recognition
of the judgment would involve the enforcement of foreign revenue or penal or
other public laws.




		
	 	     (n) Modifications. We express no view on any provision in the Subject
Documents requiring written amendments and waivers of any of the provisions
of such documents insofar as it suggests that oral or other modifications,
amendments or waivers could not be effectively agreed upon or granted by or
between the parties or implied by the course of conduct of the parties.




		
	 	     (o) Unconscionable Bargains etc. Amounts payable in respect of
interest and fees may not be recoverable if the rate of interest and/or
amount of fees charged are such that the transaction breaches the equitable
rules as to unconscionable bargains, or they are construed as being a
penalty and not a genuine pre-estimate of loss, or, in the event of the
administration or liquidation of COBE, is extortionate within the meaning of
section 244(3) of the Insolvency Act 1986.




		
	 	     (p) Noncontravention and Governmental Approvals. With respect to the
opinions expressed in paragraphs 5(a) and 6, our opinions are limited (i) to
our actual knowledge, if any, based solely upon the Borrowers’ certificates
in respect of such matters and without any independent investigation or
verification on our part and (ii) to our review of only those laws and
regulations that, in our experience, are normally applicable to transactions
of the type contemplated by the Subject Documents.




		
	 	     (q) Incorporated Documents. The foregoing opinions do not relate to
any document or instrument other than the Subject Documents, and we express
no opinion as to such other document or instrument (including, without
limitation, any document or instrument referenced or incorporated in any of
the Subject Documents) or as to the interplay between the Subject Documents
and any such other document and instrument.




		
	 	     (r) Compensation. We express no opinion as to whether the provisions of
Section 5.05(b) of the Loan Agreement (relating to compensation to be paid by a
Borrower if a Loan is not made) will be effective in relation to COBE if, at
the relevant time, COBE is in the course of being wound up.



Miscellaneous



This opinion is addressed to you personally but may also be relied on by the
Lender Parties as if addressed to each of them. It may not be relied upon by
anyone else without our prior written consent. This opinion:



	 	(a)	 	may not be disclosed in whole or part by you or the Lender
Parties to anyone other than persons who in the ordinary course of
your business or that of any other party who is authorised to rely
on this opinion have access to your or such party’s papers



Opinion of Special English Counsel to COBE






 


9



	 	 	 	and records and on the basis that such persons will similarly make no
further disclosure; and
	 
	 	(b)	 	may not be filed with any governmental agency or authority or
quoted in any public document without, in any such case, our prior
written consent.



This opinion is strictly limited to the matters stated herein and is not to be
read as extending by implication to any other matter in connection with the
Subject Documents or otherwise.



	 	Yours faithfully




	 	[Manual Signature of Hammonds]




	 	Hammonds



Opinion of Special English Counsel to COBE






 



EXHIBIT B-3


[Form of Opinion of Counsel to the Borrowers]



May         , 2003


Each of the Lenders party
   to
the Credit Agreement
   referred
to below

JPMorgan Chase Bank,
   as
Administrative Agent

270 Park Avenue

New York, New York 10017


Ladies and Gentlemen:


          I am General Counsel and Secretary of Capital One Financial Corporation
(“COFC”), Capital One Bank (“COB”) and Capital One, F.S.B. (“FSB” and,
collectively with COFC and COB, the “U.S. Borrowers”), and am General Counsel
of Capital One Bank (Europe) plc (“COBE” and, collectively with the U.S.
Borrowers, the “Borrowers”), and, together with other attorneys under my
supervision, have acted as counsel to the Borrowers in connection with (i) the
Credit Agreement (the “Credit Agreement”) dated as of May 5, 2003 among the
Borrowers, the Lenders party thereto and JPMorgan Chase Bank, as Administrative
Agent, providing for loans to be made by the Lenders to the Borrowers in an
aggregate initial principal amount not exceeding $1,000,000,000 (or, to the
extent specified in the Credit Agreement, its equivalent in certain foreign
currencies and as such amount may be increased pursuant to Section 2.10 of the
Credit Agreement) and (ii) the various other agreements, instruments and other
documents referred to in the next following paragraph. Capitalized terms used
but not defined herein have the respective meanings given to such terms in the
Credit Agreement. This opinion letter is being delivered pursuant to Section
6.01(d) of the Credit Agreement.



          In rendering the opinions expressed below, we have examined the following
agreements, instruments and other documents:



          (a) the Credit Agreement;



          (b) the
Notes; and

Opinion of Counsel to the Borrowers






 


2




          (c) such records of the Borrowers and such other documents as I have
deemed necessary as a basis for the opinions expressed below.



The agreements, instruments and other documents referred to in clauses (a) and
(b) above are collectively referred to as the “Credit Documents”.


          In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity
with authentic original documents of all documents submitted to me as copies.
When relevant facts were not independently established, I have relied upon
statements of governmental officials and upon representations made in or
pursuant to the Credit Documents and certificates of appropriate
representatives of the Borrowers.



          In rendering the opinions expressed below, I have assumed, with respect to
all of the documents referred to in this opinion letter, that (except, to the
extent set forth in the opinions expressed below, as to the Borrowers):



          (i) such documents have been duly authorized by, have been duly executed
and delivered by, and constitute legal, valid, binding and enforceable
obligations of, all of the parties to such documents;



          (ii) all signatories to such documents have been duly authorized; and



          (iii) all of the parties to such documents are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents.



          Based upon and subject to the foregoing and subject also to the
qualifications set forth below, and having considered such questions of law as
I have deemed necessary as a basis for the opinions expressed below, I am of
the opinion that:



          1. COFC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. COB is a banking corporation
duly organized, validly existing and in good standing under the laws of the
Commonwealth of Virginia. FSB is a savings bank duly organized, validly
existing and in good standing under the laws of the United States of America.



          2. Each U.S. Borrower has all requisite corporate power to execute and
deliver, and to perform its obligations under, the Credit Documents to which it
is a party. Each U.S. Borrower has all requisite corporate power to borrow
under the Credit Agreement.



          3. The execution, delivery and performance by each U.S. Borrower of each
Credit Document to which it is a party, and the borrowings by each U.S.
Borrower under the Credit Agreement, have been duly authorized by all necessary
corporate action on the part of such U.S. Borrower.


Opinion of Counsel to the Borrowers






 


3




          4. Each Credit Document has been duly executed and delivered by each U.S.
Borrower party thereto.



          5. The execution, delivery and performance by each U.S. Borrower of, and
the consummation by each U.S. Borrower of the transactions contemplated by, the
Credit Documents to which such Borrower is a party do not and will not (a)
violate any provision of its charter or by-laws (or equivalent documents), (b)
violate any applicable law or regulation, (c) violate any order, writ,
injunction or decree of any court or governmental authority or agency or any
arbitral award applicable to any U.S. Borrower or any of its Subsidiaries of
which I have knowledge (after due inquiry) or (d) result in a breach of,
constitute a default under, require any consent under, or result in the
acceleration or required prepayment of any indebtedness pursuant to the terms
of, any agreement or instrument of which I have knowledge (after due inquiry)
to which any U.S. Borrower or any of its Subsidiaries is a party or by which
any of them is bound or to which any of them is subject, or result in the
creation or imposition of any Lien upon any Property of any U.S. Borrower or
any of its Subsidiaries pursuant to the terms of any such agreement or
instrument, except for any such conflict, breach, violation, default or consent
that if not obtained, or Lien that if created, could not (either individually
or in the aggregate) reasonably be expected to have a Material Adverse Effect
and could not subject the Administrative Agent or any Lender to any material
liability.



          6. The execution, delivery and performance by COBE of, and the
consummation by COBE of the transactions contemplated by, the Credit Documents
to which COBE is a party do not and will not result in a breach of, constitute
a default under, require any consent under, or result in the acceleration or
required prepayment of any indebtedness pursuant to the terms of, any agreement
or instrument of which I have knowledge (after due inquiry) to which COBE or
any of its Subsidiaries is a party or by which any of them is bound or to which
any of them is subject, or result in the creation or imposition of any Lien
upon any Property of COBE or any of its Subsidiaries pursuant to the terms of
any such agreement or instrument, except for any such conflict, breach,
violation, default or consent that if not obtained, or Lien that if created,
could not (either individually or in the aggregate) reasonably be expected to
have a Material Adverse Effect and could not subject the Administrative Agent
or any Lender to any material liability.



          6. Except as set forth in Schedule 7.03 to the Credit Agreement, I have
no knowledge (after due inquiry) of any legal or arbitral proceedings, or any
proceedings by or before any governmental or regulatory authority or agency,
pending or threatened against or affecting any Borrower or any of its
Subsidiaries or any of their respective Properties, except proceedings that, if
adversely determined, would not have a Material Adverse Effect.



          The foregoing opinions are limited to matters involving the Federal laws
of the United States, the Delaware General Corporation Law and the law of the
Commonwealth of Virginia, and I do not express any opinion as to the laws of
any other jurisdiction.



          At the request of my clients, this opinion letter is, pursuant to Section
6.01(d) of the Credit Agreement, provided to you by me in my capacity as
counsel to the Borrowers and

Opinion of Counsel to the Borrowers






 


4




may not be relied upon by any Person for any purpose other than in connection
with the transactions contemplated by the Credit Agreement without, in each
instance, my prior written consent.



	 	Very truly yours,




	 	John G. Finneran, Jr.

General Counsel and

Secretary



Opinion of Counsel to the Borrowers






 



EXHIBIT C



[Form of Opinion of Special New York Counsel to JPMorgan]



May         , 2003


Each of the Lenders party
   to
the Credit Agreement
   referred
to below

JPMorgan Chase Bank,
   as
Administrative Agent

270 Park Avenue

New York, New York 10017


Ladies and Gentlemen:


          We have acted as special New York counsel to JPMorgan Chase Bank
(“JPMorgan”) in connection with (i) the Credit Agreement dated as of May 5,
2003 (the “Credit Agreement”) among Capital One Financial Corporation (“COFC”),
Capital One Bank (“COB”), Capital One, F.S.B. (“FSB”), Capital One Bank
(Europe) plc (“COBE” and, collectively with COFC, COB and FSB, the
“Borrowers”), the Lenders party thereto and JPMorgan, as Administrative Agent,
providing for loans to be made by the Lenders to the Borrowers in an aggregate
principal amount not exceeding $1,000,000,000 (or, to the extent specified in
the Credit Agreement, its equivalent in certain foreign currencies and as such
amount may be increased pursuant to Section 2.10 of the Credit Agreement) and
(ii) the various other agreements, instruments and other documents referred to
in the next following paragraph. Capitalized terms used but not defined herein
have the respective meanings given to such terms in the Credit Agreement. This
opinion letter is being delivered pursuant to Section 6.01(e) of the Credit
Agreement.



          In rendering the opinions expressed below, we have examined the following
agreements, instruments and other documents:



          (a) the Credit Agreement;



          (b) the Notes; and



          (c) such records of the Borrowers and such other documents as we have
deemed necessary as a basis for the opinions expressed below.


Opinion of Special New York Counsel to JPMorgan






 


2




The agreements, instruments and other documents referred to in clauses (a) and
(b) above are collectively referred to as the “Credit Documents”.



          In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with authentic original documents of all documents submitted to us as copies.
When relevant facts were not independently established, we have relied upon
representations made in or pursuant to the Credit Documents.



          In rendering the opinions expressed below, we have assumed, with respect
to all of the documents referred to in this opinion letter, that:



          (i) such documents have been duly authorized by, have been duly executed
and delivered by, and (except to the extent set forth in the opinions below as
to the Borrowers) constitute legal, valid, binding and enforceable obligations
of, all of the parties to such documents;



          (ii) all signatories to such documents have been duly authorized; and



          (iii) all of the parties to such documents are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents.




          Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that each of the Credit Documents constitutes the legal, valid
and binding obligation of each Borrower, enforceable against each Borrower in
accordance with its terms, except as may be limited by bankruptcy, fraudulent
conveyance or transfer, insolvency, receivership, conservatorship,
reorganization, moratorium or other similar laws relating to or affecting the
rights of creditors generally (as such laws would apply in the event of the
insolvency, receivership, conservatorship or reorganization of, or other
similar occurrence with respect to, COB or FSB) and except as the
enforceability of the Credit Documents is subject to the application of general
principles of equity (regardless of whether considered in a proceeding in
equity or at law), including, without limitation, (a) the possible
unavailability of specific performance, injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good faith
and fair dealing.



          The foregoing opinions are subject to the following comments and
qualifications:



          (A) The enforceability of Section 11.03 of the Credit Agreement may be
limited by (i) laws rendering unenforceable indemnification contrary to Federal
or state securities laws and the public policy underlying such laws and (ii)
laws limiting the enforceability of provisions exculpating or exempting a party
from, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct.


Opinion of Special New York Counsel to JPMorgan






 


3



          (B) The enforceability of provisions in the Credit Documents to the
effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.



          (C) We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of New York)
that limit the interest, fees or other charges such Lender may impose, (ii)
Section 4.07(c) of the Credit Agreement, (iii) the second sentence of Section
11.10 of the Credit Agreement, insofar as such sentence relates to the subject
matter jurisdiction of the United States District Court for the Southern
District of New York to adjudicate any controversy related to any of the Credit
Documents and (iv) Section 11.13 of the Credit Agreement.



          The foregoing opinions are limited to matters involving the Federal laws
of the United States and the law of the State of New York, and we do not
express any opinion as to the laws of any other jurisdiction.



          At the request of our client, this opinion letter is, pursuant to Section
6.01(e) of the Credit Agreement, provided to you by us in our capacity as
special New York counsel to JPMorgan and may not be relied upon by any Person
for any purpose other than in connection with the transactions contemplated by
the Credit Agreement without, in each instance, our prior written consent.




	 	Very truly yours,



WFC/RJW



Opinion of Special New York Counsel to JPMorgan






 




EXHIBIT D



[Form of Notice of Borrowing of Syndicated Loans]



[Date]



	 	 	 
	To:	 	
JPMorgan Chase Bank,
	 	 	
  as Administrative Agent
	 	 	 
	From:	 	
[Name of Borrower]
	 	 	 
	Re:	 	
Notice of Borrowing



     Pursuant to Section 2.02 of the Credit Agreement dated as of May 5, 2003
(as modified and supplemented and in effect from time to time, the “Credit
Agreement”) among Capital One Financial Corporation, Capital One Bank, Capital
One, F.S.B., Capital One Bank (Europe) plc, the lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent, the undersigned Borrower hereby
gives notice of a borrowing of Syndicated Loans described below:



	 	 	 	 	 
	
Name of Borrower:	 	 	 	 
	 	 	
	 	 
	 	 	 	 	 
	
Aggregate Principal	 	 	 	 
	 	 	 	 	 
	
Amount of Loans to be borrowed:	 	 	 	 
	 	 	
	 	 
	 	 	 	 	 
	
Currency of Loans to be borrowed:	 	 	 	 
	 	 	
	 	 
	 	 	 	 	 
	
Type of Loans to be borrowed:	 	 	 	 
	 	 	
	 	 
	 	 	 	 	 
	
Business Day of borrowing:	 	 	 	 
	 	 	
	 	 
	 	 	 	 	 
	
Interest Period to be applicable:	 	 	 	1
	 	 	

	 	 



     This notice of borrowing constitutes a certification by the undersigned
Borrower to the effect set forth in Section 6.02(c) of the Credit Agreement,
both as of the date of this notice of borrowing and, unless the undersigned
notifies the Administrative Agent prior to the date of such borrowing, as of
the date of such borrowing.


     If the undersigned Borrower is FSB or COBE, then COB has signed this
notice of borrowing on the line provided below.







	1/No Loan may be made to FSB with an Interest Period in excess of six
months.


Notice of Borrowing






 


2


Terms used herein have the meanings assigned to them in the Credit Agreement.




	 	[NAME OF BORROWER]




	 	 	 
	By	 	



	 	 	
Title:



[COB hereby confirms its obligations under

Section 2.11 of the Credit Agreement

after giving effect to the borrowing

of Loans by [FSB] [COBE] requested in this notice

of borrowing:



	 	 	 
	CAPITAL ONE BANK
	 	 	 
	By	 	



	 	 	
Title:]2








	2/Insert if FSB or COBE is the Borrower.


Notice of Borrowing






 






EXHIBIT E


[Form of Money Market Quote Request]




	 	[Date]




	 	 	 
	To:	 	
JPMorgan Chase Bank,  as
Administrative Agent
	 	 	 
	From:	 	
[Name of Borrower]
	 	 	 
	Re:	 	
Money Market Quote Request



     Pursuant to Section 2.03 of the Credit Agreement dated as of May 5, 2003
(as modified and supplemented and in effect from time to time, the “Credit
Agreement”) among Capital One Financial Corporation, Capital One Bank, Capital
One, F.S.B., Capital One Bank (Europe) plc, the lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent, we hereby give notice that we
request Money Market Quotes from the Lenders for the following proposed Money
Market Borrowing(s):



	 
	Borrowing	 	Quotation	 	 	 	 	 	Type and	 	 	Interest
	Date	 	Date[1]		 	Amount[2]		 	Currency[3]		 	Period[4]	
	
	 	
		 	
		 	
		 	
	




     If the undersigned Borrower is FSB or COBE, then COB has signed this Money
Market Quote Request on the line provided below.


     Terms used herein have the meanings assigned to them in the Credit
Agreement.



	 	 	 	 	 
	 	 	[NAME OF BORROWER]
	 	 	 	 	 
	 	 	
By
	 	


	 	 	 	 	Title:








	*	 	All numbered footnotes appear on the last page of this Exhibit.


Money Market Quote Request






 


2





[COB hereby confirms its obligations under

Section 2.11 of the Credit Agreement

after giving effect to the borrowing

of Loans by [FSB] [COBE] requested in this

Money Market Quote Request:



	 	 	 
	CAPITAL ONE BANK
	 	 	 
	By	 	 
	 	 	


	 	 	
Title:]3



     



[1] In the case of Set Rate Loans to be denominated in Dollars, for use if a
Set Rate in a Set Rate Auction is requested to be submitted before the
Borrowing Date.


[2] Each amount must be an integral multiple of $1,000,000 and at least
$5,000,000 (or, in the case of a Borrowing of Money Market Loans denominated in
an Alternative Currency, the Foreign Currency Equivalent thereof (rounded to
the nearest 1,000 units of such Alternative Currency)).


[3] Insert either “LIBO Margin” (in the case of LIBOR Market Loans) or “Set
Rate” (in the







	3/Insert if FSB or COBE is the Borrower.


Money Market Quote Request






 


3





case of Set Rate Loans).



[4] One, two, three or six months, in the case of a LIBOR Market Loan or, in
the case of a Set Rate Loan, a period of not less than seven days after the
making of such Set Rate Loan and ending on a Business Day. No Loan may be made
to FSB with an Interest Period in excess of six months.



Money Market Quote Request









 



EXHIBIT F


[Form of Money Market Quote]




	 	 	 
	To:	 	
JPMorgan Chase Bank,
	 	 	
      as Administrative Agent
	 	 	 
	Attention:	 	
Loan & Agency Services
	 	 	 
	Re:	 	
Money Market Quote to
	 	 	
[Name of Borrower] (the “Borrower”)



          This Money Market Quote is given in accordance with Section 2.03(c) of the
Credit Agreement dated as of May 5, 2003 (as modified and supplemented and in
effect from time to time, the “Credit Agreement”) among Capital One Financial
Corporation, Capital One Bank, Capital One, F.S.B., Capital One Bank (Europe)
plc, the lenders party thereto and JPMorgan Chase Bank, as Administrative
Agent. Terms defined in the Credit Agreement are used herein as defined
therein.



          In
response to the Borrower’s invitation
dated                 ,      , we hereby
make the following Money Market Quote(s) on the following terms:



          1. Quoting Lender:



          2. Person to contact at Quoting Lender:



          3. We hereby offer to make Money Market Loan(s) in the following
principal amount[s], for the following Interest Period(s) and at the following
rate(s):




	 	 	 	 	 	 	 	 	 	 	 
	Borrowing	 	
Quotation
	 	 	 	Type and
	 	Interest	 	 
	 	 	
Date[1]	 	 	 	 	 	 	 	 
	Date	 	 	 	Amount [2]
	 	Currency[3]
	 	Period[4]
	 	Rate[5]



provided that the Borrower may not accept offers that would result in the
undersigned making Money Market Loans pursuant hereto in excess of $               in
the aggregate (the “Money Market Loan Limit”).








* All numbered footnotes appear on the last page of this Exhibit.


Money Market Quote



 






 






2



          We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Credit Agreement,
irrevocably obligate[s] us to make the Money Market Loan(s) for which any
offer(s) (is/are) accepted, in whole or in part (subject to the third sentence
of Section 2.03(e) of the Credit Agreement and any Money Market Loan Limit
specified above).




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	[NAME OF LENDER]
	 	 	 	 	 
	 	 	
By
	 	 
	 	 	 	 	

	 	 	 	 	Authorized Officer



Dated:                ,







[1]     As specified in the related Money Market Quote Request.


[2]     The principal amount bid for each Interest Period may not exceed the
principal amount requested. Bids must be made for an integral multiple of
$1,000,000 and at least $5,000,000 (or, in the case of a Borrowing of Money
Market Loans denominated in an Alternative Currency, the Foreign Currency
Equivalent thereof (rounded to the nearest 1,000 units of such Alternative
Currency)).


[3]     Indicate “LIBO Margin” (in the case of LIBOR Market Loans) or “Set Rate”
(in the case of Set Rate Loans).


[4]     One, two, three or six months, in the case of a LIBOR Market Loan or, in
the case of a Set Rate Loan, a period of not less than seven days after the
making of such Set Rate Loan and ending on a Business Day, as specified in the
related Money Market Quote Request. No Loan may be made to FSB with an
Interest Period in excess of six months.


[5]     For a LIBOR Market Loan, specify margin over or under the Eurocurrency Rate
determined for the applicable Interest Period. Specify percentage (rounded to
the nearest 1/10,000 of 1%) and specify whether “PLUS” or “MINUS”. For a Set
Rate Loan, specify rate of interest per annum (rounded to the nearest 1/10,000
of 1%).


Money Market Quote



 






 





EXHIBIT G


[Form of Confidentiality Agreement]



CONFIDENTIALITY AGREEMENT



[Date]


[Insert Name and

  Address of Prospective

  Participant or Assignee]




	 	Re: 	 	Credit Agreement dated as of May 5, 2003 (as modified and
supplemented and in effect from time to time, the “Credit
Agreement”) among Capital One Financial Corporation, Capital One
Bank, Capital One, F.S.B., Capital One Bank (Europe) plc, the
lenders party thereto and JPMorgan Chase Bank, as Administrative
Agent.



Ladies and Gentlemen:



          As a Lender party to the Credit Agreement, we have agreed with the
Borrowers pursuant to Section 11.12 of the Credit Agreement to use reasonable
precautions to keep confidential, except as otherwise provided therein, all
non-public information identified by the Borrowers as being confidential at the
time the same is delivered to us pursuant to the Credit Agreement.



          As provided in said Section 11.12, we are permitted to provide you, as a
prospective [holder of a participation in the Loans (as defined in the Credit
Agreement)] [assignee Lender], with certain of such non-public information
subject to the execution and delivery by you, prior to receiving such
non-public information, of a Confidentiality Agreement in this form. Such
information will not be made available to you until your execution and return
to us of this Confidentiality Agreement.



          Accordingly, in consideration of the foregoing, you agree (on behalf of
yourself and each of your affiliates, directors, officers, employees and
representatives and for the benefit of us and the Borrowers) that (A) such
information will not be used by you except in connection with the proposed
[participation][assignment] mentioned above and (B) you shall use reasonable
precautions, in accordance with your customary procedures for handling
confidential information and in accordance with safe and sound banking
practices, to keep such information confidential, provided that (x) nothing
herein shall limit the disclosure of any such information (i) after such
information shall have become public (other than through a violation of Section
11.12 of the



Confidentiality Agreement




 






 





2



Credit Agreement), (ii) to the extent required by statute, rule, regulation or
judicial process, (iii) to your counsel or to counsel for any of the Lenders or
the Administrative Agent, (iv) to bank examiners (or any other regulatory
authority having jurisdiction over any Lender or the Administrative Agent), or
to auditors or accountants, (v) to the Administrative Agent or any other
Lender, (vi) in connection with any litigation to which you or any one or more
of the Lenders or the Administrative Agent is a party, or in connection with
the enforcement of rights or remedies under the Credit Agreement, (vii) to a
subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit
Agreement or (viii) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant (or prospective assignee
or participant) first executes and delivers to you a Confidentiality Agreement
substantially in the form hereof and (y) in no event shall you be obligated to
return any materials furnished to you pursuant to this Confidentiality
Agreement.


          If you are a prospective assignee, your obligations under this
Confidentiality Agreement shall be superseded by Section 11.12 of the Credit
Agreement on the date upon which you become a Lender under the Credit Agreement
pursuant to Section 11.06(b) thereof. This Confidentiality Agreement shall be
governed by, and construed in accordance with, the law of the State of New York
without reference to choice of law doctrine.



          Please indicate your agreement to the foregoing by signing as provided
below the enclosed copy of this Confidentiality Agreement and returning the
same to us.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	[INSERT NAME OF LENDER]
	 	 	 	 	 
	 	 	
By
	 	 

Title:



The foregoing is agreed to

as of the date of this letter:




	 	 	 
	[INSERT NAME OF PROSPECTIVE
	  PARTICIPANT OR ASSIGNEE]
	 	 	 
	By	 	




Title:



Confidentiality Agreement



 






 





EXHIBIT H


[Form of Assignment and Assumption]



ASSIGNMENT AND ASSUMPTION



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



          For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor’s rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit included in such
facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of the Assignor
(in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.




	1.	 	Assignor:	



	 
	2.	 	Assignee:	






Assignment and Assumption



 







 





- 2 -




	 	 	 	 	 
	 	 	
 
	 	[and is an Affiliate/Approved Fund of [identify
Lender]4]
	 	 	 	 	 
	3.	 	
Borrower:
	 	 
	 	 	 	 	

	 	 	 	 	 
	4.	 	
Administrative Agent:
	 	JPMorgan Chase Bank, as the administrative
agent under the Credit Agreement
	 	 	 	 	 
	5.	 	
Credit Agreement:
	 	The $1,000,000,000 Credit Agreement dated
as of May 5, 2003 between Capital One
Financial Corporation, Capital One Bank,
Capital One, F.S.B., Capital One Bank
(Europe) plc, the Lenders parties thereto
and JPMorgan Chase Bank, as Administrative
Agent
	 	 	 	 	 
	6.	 	
Assigned Interest:	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	 	 	 
	 	 	Commitment/Loans for	 	Commitment/Loans	 	Percentage Assigned of
	Facility Assigned	 	all Lenders	 	Assigned	 	Commitment/Loans5
	
	 	
	 	
	 	

	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 



Effective Date (herein, the
“Effective
Date”):               ,
20         [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]






	4	 	 Select as applicable.
	 
	5 	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.



Assignment and Assumption




 







 



- 3 -


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




	 	 	 	 	 
	 	 	ASSIGNOR
	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

Title:
	 	 	 	 	 
	 	 	ASSIGNEE
	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE]
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

Title:



Assignment and Assumption




 







 





- 4 -



[Consented to
and]6 Accepted:




	 	 	 
	JPMORGAN CHASE BANK, as
  

  Administrative Agent
	 	 	 
	By	 	




Title:



[Consented to:]7




	 	 	 
	CAPITAL ONE FINANCIAL CORPORATION
	 	 	 
	By	 	




Title:
	 	 	 
	CAPITAL ONE BANK
	 	 	 
	By	 	




Title:







	6 	 	To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.
	 
	7 	 	To be added only if the consent of the Borrowers is required by the terms of
the Credit Agreement.



Assignment and Assumption




 







 





- 5 -




	 	 	 	 	 
	CAPITAL ONE, F.S.B.
	 	 	 	 	 
	By	 	




Title:	 	 




	 	 	 	 	 
	CAPITAL ONE BANK (EUROPE) PLC                     
	 	 	 	 	 
	By	 	




Title:	 	 



Assignment and Assumption





 







 





ANNEX 1


$1,000,000,000 CREDIT AGREEMENT DATED AS OF MAY 5, 2003



AMONG CAPITAL ONE FINANCIAL CORPORATION, CAPITAL ONE FINANCIAL

CORPORATION, CAPITAL ONE, F.S.B., CAPITAL ONE BANK (EUROPE) PLC,

CERTAIN LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, AS

ADMINISTRATIVE AGENT



STANDARD TERMS AND CONDITIONS FOR



ASSIGNMENT AND ASSUMPTION



          1. Representations and Warranties.



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



          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the
extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section
8.01 thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it



Assignment and Assumption



 







 





- 2 -



is not a U.S. Lender, attached to this Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Basic Documents, and
(ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Basic Documents are required to be performed by it as
a Lender.


          2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.



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



Assignment and Assumption




 







 





EXHIBIT I


[Form of Commitment Increase Letter]



COMMITMENT INCREASE LETTER



[Date]


Capital One Bank

Capital One, F.S.B.

Capital One Financial Corporation

Capital One Bank (Europe) plc

1680 Capital One Dr.

McClean, VA 22101-2980



JPMorgan Chase Bank,

  as Administrative Agent

Loan & Agency Services

1111 Fanin, 10th Floor

Houston, TX 77002

Attention: Mr. Jeremy M. Jones


Ladies and Gentlemen:


          Reference is made to the Credit Agreement dated as of May 5, 2003 (as
modified and supplemented and in effect from time to time, the “Credit
Agreement”) among Capital One Financial Corporation, Capital One Bank, Capital
One, F.S.B., Capital One Bank (Europe) plc, the lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent. Terms used but not defined
herein have the respective meanings given to such terms in the Credit
Agreement.



          This Commitment Increase Letter is delivered pursuant to Section 2.10 of
the Credit Agreement.



          If, prior to the execution and delivery of this Commitment Increase
Letter, the undersigned is a Lender already party to the Credit Agreement, then
the undersigned hereby agrees that, effective as of the Commitment Increase
Date set forth below, the Commitment of



Commitment Increase Letter


 







 


- 2 -



such Lender set forth below is increased by an amount equal to the “Commitment
Increase Amount” set forth below.


          If, prior to the execution and delivery of this Commitment Increase
Letter, the undersigned is not a Lender already party to the Credit Agreement,
then the undersigned hereby agrees that, effective as of the Commitment
Increase Date set forth below, the undersigned shall have a Commitment in an
amount equal to the “Commitment Increase Amount” set forth below.




	 	 	 
	
Commitment Increase Date:
	 	                ,
	 	 	 
	
Commitment Increase Amount:
	 	$



          The undersigned agrees with the Borrowers and the Administrative Agent
that the undersigned will, from and after the Commitment Increase Date, be a
“Lender” under the Credit Agreement (if not already a “Lender” thereunder) and
perform all of the obligations of the undersigned as a “Lender” under the
Credit Agreement in respect of the Commitment Increase Amount (together with,
if already a “Lender” under the Credit Agreement, the Commitment(s) of the
Lender in effect immediately prior to the execution and delivery of this
Commitment Increase Letter).



          This Commitment Increase Letter shall be governed by and construed in
accordance with the law of the State of New York without reference to choice of
law doctrine.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	[INSERT NAME OF LENDER]
	 	 	 	 	 
	 	 	
By
	 	



Title:



Assignment and Assumption






 







 





EXHIBIT J


[Form of Drawing Certificate]



DRAWING CERTIFICATE



Capital One Bank










Ladies and Gentlemen:


          Reference is made to the Undertaking entered into by Capital One Bank
(“COB”) pursuant to Section 2.11 of the Credit Agreement dated as of May 5,
2003 (as modified and supplemented and in effect from time to time, the “Credit
Agreement”) among Capital One Financial Corporation, Capital One Bank, Capital
One, F.S.B. (“FSB”), Capital One Bank (Europe) plc (“COBE”), the lenders party
thereto and the Administrative Agent named therein. Terms used but not defined
herein have the respective meanings given to such terms in the Credit
Agreement.



          The undersigned, a duly authorized representative of the Administrative
Agent (the “Administrative Agent”), hereby certifies that:



          1. The Administrative Agent is the beneficiary of the Undertaking.



          2. The Administrative Agent hereby requests payment in an amount equal to
the amount of the draft accompanying this Certificate (the “Draft”), which
amount is not greater than the aggregate amount due and payable by [FSB] [COBE]
on the date of this Certificate in respect of the principal of or interest on
the Loans made by the Lenders to, and the Notes held by each Lender of, [FSB]
[COBE] or any other amount owing by [FSB] [COBE] to any Lender or the
Administrative Agent under the Credit Agreement or any of the Notes.



          3. The amount represented by the Draft has not been paid by [FSB] [COBE]
and has not been the subject of and paid pursuant to a prior drawing by the
Administrative Agent under the Undertaking.



          4. The date of the Draft is the date of this Certificate.



          IN WITNESS WHEREOF, the undersigned has executed this Certificate on
[insert date of draft accompanying this Certificate].




	 	 	 	 	 
	 	 	[NAME OF ADMINISTRATIVE AGENT],
	 	 	  as Administrative Agent
	 	 	 	 	 
	 	 	
By
	 	



Authorized Representative



Drawing Certificate