<PAGE>

                                                                     EXHIBIT 4.2

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

                                DEERE & COMPANY

                        JOHN DEERE CAPITAL CORPORATION

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


                                $2,075,000,000

                                    364-DAY
                               CREDIT AGREEMENT

                         Dated as of February 20, 2001

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

                           THE CHASE MANHATTAN BANK,
                as Administrative Agent and as a Managing Agent

                            BANK OF AMERICA, N.A.,
               as a Documentation Agent and as a Managing Agent

                                 BANK ONE, NA,
               as a Documentation Agent and as a Managing Agent

                       DEUTSCHE BANK AG NEW YORK BRANCH,
                 as Syndication Agent and as a Managing Agent

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

                                  JP MORGAN,
                     a division of CHASE SECURITIES INC.,
                        as Lead Arranger and Bookrunner

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
<S>                                                                                              <C>
SECTION 1   DEFINITIONS.........................................................................   1

     1.1.   Defined Terms.......................................................................   1
     1.2.   Other Definitional Provisions.......................................................  12

SECTION 2   THE COMMITTED RATE LOANS; THE BID LOANS; THE NEGOTIATED RATE LOANS;
     AMOUNT AND TERMS...........................................................................  12

     2.1.   Committed Rate Loans................................................................  12
     2.2.   The Bid Loans; the Negotiated Rate Loans............................................  13
     2.3.   Loan Accounts.......................................................................  17
     2.4.   Fees................................................................................  17
     2.5.   Termination or Reduction of Commitments; Cancellation of Capital
            Corporation as Borrower.............................................................  18
     2.6.   Optional Prepayments................................................................  19
     2.7.   Minimum Amount of Certain Loans.....................................................  19
     2.8.   Committed Rate Loan Interest Rate and Payment Dates.................................  19
     2.9.   Conversion and Continuation Options.................................................  20
     2.10.  Computation of Interest and Fees....................................................  20
     2.11.  Inability to Determine Interest Rate................................................  21
     2.12.  Pro Rata Treatment and Payments.....................................................  22
     2.13.  Requirements of Law.................................................................  24
     2.14.  Indemnity...........................................................................  27
     2.15.  Non-Receipt of Funds by the Administrative Agent....................................  27
     2.16.  Extension of Termination Date.......................................................  28
     2.17.  Foreign Taxes.......................................................................  28
     2.18.  Confirmations.......................................................................  30
     2.19.  Replacement of Cancelled Banks......................................................  30
     2.20.  Commitment Increases................................................................  31

SECTION 3   REPRESENTATIONS AND WARRANTIES......................................................  33

     3.1.   Financial Condition.................................................................  33
     3.2.   Corporate Existence.................................................................  33
     3.3.   Corporate Power; Authorization; Enforceable Obligations.............................  33
     3.4.   No Legal Bar........................................................................  33
     3.5.   No Material Litigation..............................................................  34
     3.6.   Taxes...............................................................................  34
     3.7.   Margin Regulations..................................................................  34
     3.8.   Pari Passu Ranking..................................................................  34
     3.9.   No Defaults.........................................................................  34
     3.10.  Use of Proceeds.....................................................................  34
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                              <C>
SECTION 4   CONDITIONS PRECEDENT................................................................  35

     4.1.   Conditions to Initial Loan..........................................................  35
     4.2.   Conditions to All Loans.............................................................  36

SECTION 5   AFFIRMATIVE COVENANTS...............................................................  36

     5.1.   Financial Statements................................................................  36
     5.2.   Certificates; Other Information.....................................................  37
     5.3.   Company Indenture Documents.........................................................  37
     5.4.   Capital Corporation Indenture Documents.............................................  37
     5.5.   Notice of Default...................................................................  38
     5.6.   Ownership of Capital Corporation Stock..............................................  38
     5.7.   Employee Benefit Plans..............................................................  38

SECTION 6   NEGATIVE COVENANTS OF THE COMPANY...................................................  38

     6.1.   Company May Consolidate, etc., Only on Certain Terms................................  38
     6.2.   Limitation on Liens.................................................................  39
     6.3.   Limitations on Sale and Lease-back Transactions.....................................  42
     6.4.   Consolidated Tangible Net Worth.....................................................  42

SECTION 7   NEGATIVE COVENANTS OF THE CAPITAL CORPORATION.......................................  43

     7.1.   Fixed Charges Ratio.................................................................  43
     7.2.   Consolidated Senior Debt to Consolidated Capital Base...............................  43
     7.3.   Limitation on Liens.................................................................  43
     7.4.   Consolidation; Merger...............................................................  44

SECTION 8   EVENTS OF DEFAULT...................................................................  45


SECTION 9   THE AGENTS..........................................................................  47

     9.1.   Appointment
     47
     9.2.   Delegation of Duties................................................................  47
     9.3.   Exculpatory Provisions..............................................................  47
     9.4.   Reliance by Agents..................................................................  48
     9.5.   Notice of Default...................................................................  48
     9.6.   Non-Reliance on Agents and Other Banks..............................................  48
     9.7.   Indemnification.....................................................................  49
     9.8.   Agents in their Individual Capacities...............................................  49
     9.9.   Successor Agents....................................................................  49

SECTION 10  MISCELLANEOUS.......................................................................  49

     10.1.  Amendments and Waivers..............................................................  49
     10.2.  Notices.............................................................................  50
     10.3.  No Waiver; Cumulative Remedies......................................................  51
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                              <C>
     10.4.  Payment of Expenses and Taxes.......................................................  51
     10.5.  Successors and Assigns; Participations; Purchasing Banks............................  53
     10.6.  Adjustments.........................................................................  57
     10.7.  Confidentiality.....................................................................  58
     10.8.  Counterparts........................................................................  58
     10.9.  GOVERNING LAW.......................................................................  58
     10.10. Consent to Jurisdiction and Service of Process......................................  59
</TABLE>

                                      iii
<PAGE>

         SCHEDULES:

         Schedule I        Terms of Subordination
         Schedule II       Commitments
         Schedule III      Addresses for Notices

         EXHIBITS:

         Exhibit A         Form of Borrowing Notice
         Exhibit B         Form of Bid Loan Request
         Exhibit C         Form of Bid Loan Offer
         Exhibit D         Form of Bid Loan Confirmation
         Exhibit E         Form of Loan Assignment
         Exhibit F         Form of Commitment Transfer Supplement
         Exhibit G         Form of Opinion of General Counsel to the Company
         Exhibit H         Form of Opinion of Special New York Counsel to the
                           Borrowers
         Exhibit I         Form of Extension Request
         Exhibit J         Form of Form 1001 Tax Letter
         Exhibit K         Form of Form 4224 Tax Letter
         Exhibit L         Form of Agreement
         Exhibit M         Form of Promissory Note
         Exhibit N         Form of New Bank Supplement
         Exhibit O         Form of Commitment Increase Supplement

                                       iv
<PAGE>

                  CREDIT AGREEMENT, dated as of February 20, 2001, among (a)
DEERE & COMPANY, a Delaware corporation (the "Company"), (b) JOHN DEERE CAPITAL
                                              -------
CORPORATION, a Delaware corporation (the "Capital Corporation"), (c) the several
                                          -------------------
financial institutions parties hereto (collectively, the "Banks", and
                                                          -----
individually, a "Bank"), (d) THE CHASE MANHATTAN BANK, as administrative agent
                 ----
hereunder (in such capacity, the "Administrative Agent"), (e) BANK OF AMERICA,
                                  --------------------
N.A. and BANK ONE, NA, as documentation agents hereunder (in such capacity, the
"Documentation Agents"), (f) DEUTSCHE BANK AG NEW YORK BRANCH, as syndication
 --------------------
agent hereunder (in such capacity, the "Syndication Agent"), (g) the managing
                                        -----------------
agents identified on the signature pages hereof (collectively, the "Managing
                                                                    --------
Agents") and (h) the co-agents identified on the signature pages hereof
------
(collectively, the "Co-Agents").
                    ---------

                  The parties hereto hereby agree as follows:

                  SECTION 1         DEFINITIONS
                                    -----------

                  1.1. Defined Terms. As used in this Agreement, the following
                       -------------
         terms have the following meanings:|

                  "ABR": at any particular date, the higher of (a) the rate of
                   ---
         interest per annum publicly announced by Chase for such date as its
         prime rate in effect at its principal office in New York City and (b)
         0.5% per annum above the rate set forth for such date or, if such date
         is not a Business Day, the next preceding Business Day, opposite the
         caption "Federal Funds (Effective)" in the weekly statistical release
         designated as "H.15(519)" (or any successor publication) published by
         the Board of Governors of the Federal Reserve System or, if such rate
         is not so published for such date, the average of the quotations for
         such day on such transactions received by the Administrative Agent from
         three Federal Funds dealers of recognized standing selected by it. The
         prime rate is not intended to be the lowest rate of interest charged by
         Chase in connection with extensions of credit to debtors.

                  "ABR Loans": Committed Rate Loans at such time as they are
                   ---------
         made and/or being maintained at a rate of interest based upon the ABR.

                  "Absolute Rate Bid Loan":  any Bid Loan made pursuant to an
                   ----------------------
         Absolute Rate Bid Loan Request.

                  "Absolute Rate Bid Loan Request": any Bid Loan Request
                   ------------------------------
         requesting the Banks to offer to make Bid Loans at an absolute rate (as
         opposed to a rate composed of the Applicable Index Rate plus (or minus)
                                                                 ----     -----
         a margin).

                  "Administrative Agent":  as defined in the preamble hereto.
                   --------------------

                  "Agent":  the Administrative Agent, the Syndication Agent or
                   -----
         any Documentation Agent, as the context shall require; together, the
         "Agents".
          ------
<PAGE>

                  "Agreement":  this Credit Agreement, as amended, supplemented
                   ---------
         or modified from time to time.

                  "Applicable Index Rate":  in respect of any Bid Loan requested
                   ---------------------
         pursuant to an Index Rate Bid Loan Request, the Eurodollar Rate
         applicable to the Interest Period for such Bid Loan.

                  "Applicable Margin":  for each Type of Committed Rate Loan the
                   -----------------
         rate per annum set forth below:

                                   ABR                     Eurodollar
                                  Loans                      Loans
                            ---------------------      ------------------

                                    0%                       0.195%

                  "Attributable Debt":  as defined in subsection 6.2(b)(ii).
                   -----------------

                  "Bank" and "Banks":  as defined in the preamble hereto.
                   ----       -----

                  "benefitted Bank":  as defined in subsection 10.6.
                   ---------------

                  "Bid Loan": each loan (other than Negotiated Rate Loans) made
                   --------
         pursuant to subsection 2.2; the aggregate amount advanced by a Bid Loan
         Bank pursuant to subsection 2.2 on each Borrowing Date shall constitute
         one Bid Loan, or more than one Bid Loan if so specified by the relevant
         Loan Assignee in its request for promissory notes pursuant to
         subsection 10.5(c).

                  "Bid Loan Banks": the collective reference to each Bank
                   --------------
         designated from time to time as a Bid Loan Bank by a Borrower (for
         purposes of Bid Loans to such Borrower) by written notice to the
         Administrative Agent and which has not been removed as a Bid Loan Bank
         by such Borrower by written notice to the Administrative Agent (each of
         which notices the Administrative Agent shall transmit to each such
         affected Bank).

                  "Bid Loan Confirmation": each confirmation by the Company or
                   ---------------------
         the Capital Corporation of its acceptance of Bid Loan Offers, which Bid
         Loan Confirmation shall be substantially in the form of Exhibit D and
         shall be delivered to the Administrative Agent by facsimile
         transmission or by telephone, immediately confirmed by facsimile
         transmission.

                  "Bid Loan Offer": each offer by a Bid Loan Bank to make Bid
                   --------------
         Loans pursuant to a Bid Loan Request, which Bid Loan Offer shall
         contain the information specified in Exhibit C and shall be delivered
         to the Administrative Agent by facsimile transmission or by telephone,
         immediately confirmed by facsimile transmission.

                  "Bid Loan Request": each request by a Borrower for Bid Loan
                   ----------------
         Banks to submit bids to make Bid Loans, which shall contain the
         information in respect of such requested Bid Loans specified in Exhibit
         B and shall be delivered to the Administrative Agent by facsimile
         transmission or by telephone, immediately confirmed by facsimile
         transmission.

                                       2
<PAGE>

                  "Borrower":  the Company or the Capital Corporation;
                   --------
          collectively, the "Borrowers".
                             ---------

                  "Borrowing Date":  in respect of any Loan, the date such Loan
                   --------------
         is made.

                  "Business Day":  a day other than a Saturday, Sunday or other
                   ------------
         day on which commercial banks in New York City are authorized or
         required by law to close.

                  "Cancelled Bank":  any Bank that has the whole or any part of
                   --------------
         its Commitment cancelled under subsection 2.13(a), (b) or (c),
         subsection 2.16(c) or subsection 2.17(b) or the Commitment of which has
         expired under subsection 2.16(a).

                  "Capital Corporation":  as defined in the preamble hereto.
                   -------------------

                  "Chase":  The Chase Manhattan Bank, a New York banking
                   -----
         corporation.

                  "Closing Date":  the date on which each of the conditions
                   ------------
         precedent specified in subsection 4.1 shall have been satisfied (or
         compliance therewith shall have been waived by the Majority Banks
         hereunder).

                  "Co-Agents":  as defined in the preamble hereto.
                   ---------

                  "Code":  the Internal Revenue Code of 1986, as amended from
                   ----
         time to time.

                  "Commitment":  as to any Bank, the amount set opposite such
                   ----------
         Bank's name on Schedule II, as such amount may be modified as provided
         herein; collectively, as to all the Banks, the "Commitments".
                                                         -----------

                  "Commitment Expiration Date":  as defined in subsection
                   --------------------------
         2.16(a).

                  "Commitment Increase Notice":  as defined in subsection
                   --------------------------
         2.20(a).

                  "Commitment Increase Supplement":  as defined in subsection
                   ------------------------------
         2.20(c).

                  "Commitment Percentage":  as to any Bank at any time, the
                   ---------------------
         percentage which such Bank's Commitment at such time constitutes of all
         the Commitments at such time; collectively, as to all the Banks, the
         "Commitment Percentages".
          ----------------------

                  "Commitment Period":  the period from and including the
                   -----------------
         Closing Date to but not including the Termination Date or such earlier
         date on which the Commitments shall terminate as provided herein.

                  "Commitment Transfer Supplement":  a Commitment Transfer
                   ------------------------------
         Supplement, substantially in the form of Exhibit F.

                  "Committed Rate Loans":  each loan made pursuant to subsection
                   --------------------
         2.1.

                                       3
<PAGE>

                  "Commonly Controlled Entity":  in relation to a Borrower, an
                   --------------------------
         entity, whether or not incorporated, which is under common control with
         such Borrower within the meaning of Section 414(b) or (c) of the Code.

                  "Company":  as defined in the preamble hereto.
                   -------

                  "Consolidated Capital Base": at a particular time for the
                   -------------------------
         Capital Corporation and its consolidated Subsidiaries, the sum of (a)
         the amount shown opposite the item "Total stockholder's equity" on the
         consolidated balance sheet of the Capital Corporation and its
         consolidated Subsidiaries plus (b) the principal amounts outstanding
                                   ----
         under the 8-5/8% Subordinated Debentures due 2019 of the Capital
         Corporation (so long as the subordination terms thereof continue to be
         as favorable to the Administrative Agent and the Banks as in existence
         on the Closing Date) and all indebtedness of the Capital Corporation
         and its consolidated Subsidiaries for borrowed money subordinated (on
         terms no less favorable to the Administrative Agent and the Banks than
         the terms of subordination set forth on Schedule I) to the indebtedness
         which may be incurred hereunder by the Capital Corporation, provided
                                                                     --------
         that the sum of clauses (a) and (b) hereof as at the end of a fiscal
         quarter of the Capital Corporation and its consolidated Subsidiaries
         (including the last quarter of a fiscal year of the Capital Corporation
         and its consolidated Subsidiaries) shall be determined by reference to
         the publicly available consolidated balance sheet of the Capital
         Corporation and its consolidated Subsidiaries as at the end of such
         fiscal quarter and after such adjustments, if any, as may be required
         so that the sum of the amounts referred to in clauses (a) and (b) is
         determined in accordance with GAAP.

                  "Consolidated Net Worth":  as defined in subsection
                   ----------------------
         6.2(b)(ii).

                  "Consolidated Senior Debt": at a particular time for the
                   ------------------------
         Capital Corporation and its consolidated Subsidiaries, indebtedness for
         borrowed money other than the 8-5/8% Subordinated Debentures due 2019
         of the Capital Corporation (so long as the subordination terms thereof
         continue to be as favorable to the Administrative Agent and the Banks
         as such terms in existence on the Closing Date) and any such
         indebtedness that is subordinated, on terms no less favorable to the
         Administrative Agent and the Banks than the terms of subordination set
         forth on Schedule I, to the indebtedness which may be incurred
         hereunder by the Capital Corporation, provided that the amount of such
                                               --------
         indebtedness for borrowed money (other than such subordinated
         indebtedness) as at the end of a fiscal quarter of the Capital
         Corporation and its consolidated Subsidiaries (including the last
         quarter of a fiscal year of the Capital Corporation and its
         consolidated Subsidiaries) shall be determined by reference to the
         publicly available consolidated balance sheet of the Capital
         Corporation and its consolidated Subsidiaries as at the end of such
         fiscal quarter and after such adjustments, if any, as may be required
         so that such amount is determined in accordance with GAAP.

                  "Consolidated Tangible Net Worth": at a particular time for a
                   -------------------------------
         Borrower and its consolidated Subsidiaries, the excess of the amount
         shown opposite the item "Total stockholder's equity" on the
         consolidated balance sheet of such Borrower and its consolidated
         Subsidiaries over the aggregate amount shown on such balance sheet for
         any

                                       4
<PAGE>

         intangible assets, including, without limitation, goodwill, franchises,
         licenses, patents, trademarks, trade-names, copyrights, service marks
         and brand names, provided that such excess amount shall be determined
         (a) with respect to the Company and its consolidated Subsidiaries as at
         the end of any of their fiscal quarters (including the last quarter of
         any of their fiscal years), by reference to the publicly available
         consolidated balance sheet of the Company and its consolidated
         Subsidiaries as at the end of such fiscal quarter and (b) with respect
         to the Capital Corporation and its consolidated Subsidiaries as at the
         end of any of their fiscal quarters (including the last quarter of any
         of their fiscal years), by reference to the publicly available
         consolidated balance sheet of the Capital Corporation and its
         consolidated Subsidiaries as at the end of such fiscal quarter, in each
         such case after such adjustments, if any, as may be required so that
         such excess is determined in accordance with GAAP.

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

                  "Debt":  as defined in subsection 6.2.
                   ----

                  "Default":  any of the events specified in Section 8, whether
                   -------
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, event or act has been satisfied.

                  "Documentation Agents":  as defined in the preamble hereto.
                   --------------------

                  "Dollars" and "$": dollars in lawful currency of the United
                   -------       -
         States of America.

                  "ERISA":  the Employee Retirement Income Security Act of 1974,
                   -----
         as amended from time to time.

                  "Eurodollar Loans": Committed Rate Loans at such time as they
                   ----------------
         are made and/or being maintained at a rate of interest based upon a
         Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
                   ---------------
         Interest Period for a Eurodollar Loan and for each Index Rate Bid Loan,
         (a) the rate determined by the Administrative Agent to be the
         arithmetic mean of the offered rates for deposits in Dollars for a
         period of such Interest Period which appear on the Reuters Screen LIBO
         Page as of 11:00 a.m., London time, on the date that is two Working
         Days prior to the beginning of such Interest Period or (b) if fewer
         than two offered rates appear, the rate in respect of such Interest
         Period will be the rate per annum equal to the average (rounded
         upwards, if necessary, to the nearest whole multiple of one sixteenth
         of one percent) of the respective rates notified to the Administrative
         Agent by the Reference Banks as the rate at which such Reference Bank
         is offered Dollar deposits two Working Days prior to the beginning of
         such Interest Period in the interbank eurodollar market where the
         eurodollar and foreign currency and exchange operations in respect of
         its Eurodollar Loans are customarily conducted at or about 10:00 a.m.,
         New York City time, for delivery on the first day of such Interest
         Period for the number of days comprised therein

                                       5
<PAGE>

         and in an amount (i) in the case of Eurodollar Loans, comparable to the
         amount of the Eurodollar Loan of such Reference Bank to be outstanding
         during such Interest Period and (ii) in the case of an Index Rate Bid
         Loan by any Bank, equal to the principal amount of all Index Rate Bid
         Loans to which such Interest Period applies.

                  "Event of Default":  any of the events specified in Section 8,
                   ----------------
         provided that any requirement for the giving of notice, the lapse of
         --------
         time, or both, or any other condition, event or act has been satisfied.

                  "Exposure":  (a) with respect to an Objecting Bank at any
                   --------
         time, the aggregate outstanding principal amount of its Loans and (b)
         with respect to any other Bank at any time, the Commitment of such
         Bank.

                  "Extension Request": each request by the Borrowers made
                   -----------------
         pursuant to subsection 2.16 for the Banks to extend this Agreement,
         which shall contain the information in respect of such extension
         specified in Exhibit I and shall be delivered to the Administrative
         Agent in writing.

                  "Facility Fee Rate": 0.055%.
                   -----------------

                  "Fixed Charges": for any particular period for the Capital
                   -------------
         Corporation and its consolidated Subsidiaries, all of the Capital
         Corporation's and its consolidated Subsidiaries" consolidated interest
         on indebtedness for borrowed money, amortization of discounts of
         indebtedness for borrowed money, the portion of rentals under financing
         leases deemed to represent interest and rentals under operating leases,
         provided that such amounts for a fiscal quarter of the Capital
         --------
         Corporation and its consolidated Subsidiaries (including the last
         quarter of a fiscal year of the Capital Corporation and its
         consolidated Subsidiaries) shall be determined by reference to the
         publicly available consolidated statement of income of the Capital
         Corporation and its consolidated Subsidiaries for or covering such
         fiscal quarter and after such adjustments, if any, as may be required
         so that such amounts are determined in accordance with GAAP.

                  "Foreign Taxes":  as defined in subsection 2.17(a).
                   -------------

                  "GAAP":  generally accepted accounting principles in the
                   ----
         United States of America as applied in the preparation of financial
         statements of the Company or the Capital Corporation, respectively, as
         of the fiscal year ended October 31, 1998.

                  "Governmental Authority":  any nation or government, any state
                   ----------------------
         or other political subdivision thereof, and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Important Property": (a) any manufacturing plant, including
                   ------------------
         land, all buildings and other improvements thereon, and all
         manufacturing machinery and equipment located therein, owned and used
         by the Company or a Restricted Subsidiary primarily for the manufacture
         of products to be sold by the Company or such Restricted Subsidiary,
         (b) the executive office and administrative building of the Company in
         Moline, Illinois, and (c) research and development facilities,
         including land and buildings and other

                                       6
<PAGE>

         improvements thereon and research and development machinery and
         equipment located therein, in each case, owned and used by the Company
         or a Restricted Subsidiary; except in any case property of which the
         aggregate fair value as determined by the Board of Directors of the
         Company does not at the time exceed 1% of Consolidated Net Worth, as
         shown on the audited consolidated balance sheet contained in the latest
         annual report to stockholders of the Company.

                  "Increasing Bank":  as defined in subsection 2.20(c).
                   ---------------

                  "Index Rate Bid Loan":  any Bid Loan made at an interest rate
                   -------------------
         based upon the Applicable Index Rate.

                  "Index Rate Bid Loan Request": any Bid Loan Request requesting
                   ---------------------------
         the Banks to offer to make Index Rate Bid Loans at an interest rate
         equal to the Applicable Index Rate plus (or minus) a margin.
                                            ----     -----

                  "Interest Payment Date": (a) as to any ABR Loan, the last
                   ---------------------
         Business Day of each March, June, September and December, commencing on
         the first of such days to occur after such ABR Loan is made or a
         Eurodollar Loan is converted to an ABR Loan and (b) as to any
         Eurodollar Loan, the last day of each Interest Period applicable
         thereto, provided that as to any Eurodollar Loan in respect of which a
                  --------
         Borrower has selected an Interest Period of six months, interest shall
         also be paid on the day which is three months after the beginning of
         such Interest Period.

                  "Interest Period": (a) with respect to any Eurodollar Loan,
                   ---------------
         the period commencing on the Borrowing Date, the date any ABR Loan is
         converted to a Eurodollar Loan or the date any Eurodollar Loan is
         continued as a Eurodollar Loan, as the case may be, with respect to
         such Eurodollar Loan and ending one, two, three or six months
         thereafter, as selected by a Borrower in its notice of borrowing,
         conversion or continuance as provided in subsection 2.1(c) or 2.9;

                  (b) with respect to any Bid Loan, the period commencing on the
         Borrowing Date with respect to such Bid Loan and ending on the date not
         less than seven days nor more than six months thereafter, as specified
         by a Borrower in its Bid Loan Request as provided in subsection 2.2(b);
         and

                  (c) with respect to any Negotiated Rate Loan, the period or
         periods commencing on the Borrowing Date with respect to such
         Negotiated Rate Loan or the last day of any Interest Period with
         respect thereto and ending on the dates as shall be mutually agreed
         upon between the relevant Borrower and the relevant Bank; provided,
                                                                   --------
         that all of the foregoing provisions relating to Interest Periods are
         subject to the following:

                  (i) if any Interest Period pertaining to a Eurodollar Loan or
              an Index Rate Bid Loan would otherwise end on a day which is not a
              Working Day, that Interest Period shall be extended to the next
              succeeding Working Day unless the result of such extension would
              be to carry such Interest Period into another calendar month in

                                       7
<PAGE>

              which event such Interest Period shall end on the immediately
              preceding Working Day;

                   (ii)  if any Interest Period pertaining to a Negotiated Rate
              Loan or an Absolute Rate Bid Loan would otherwise end on a day
              which is not a Business Day, that Interest Period shall be
              extended to the next succeeding Business Day;

                   (iii) any Interest Period pertaining to a Eurodollar Loan
              having an Interest Period of one, two, three or six months or an
              Index Rate Bid Loan having an Interest Period of one, two, three,
              four, five or six months, that begins on the last Working Day of a
              calendar month (or on a day for which there is no numerically
              corresponding day in the calendar month at the end of such
              Interest Period) shall end on the last Working Day of a calendar
              month;

                   (iv)  Interest Periods shall be deemed available only if the
              Required Banks shall not have advised the Administrative Agent
              that the Eurodollar Rate determined by the Administrative Agent on
              the basis of the applicable quotes will not adequately and fairly
              reflect the cost to such Banks of maintaining or funding their
              Committed Rate Loans bearing interest based on the Eurodollar Rate
              determined for such Interest Period. The Administrative Agent
              shall notify the Borrowers and each Bank promptly after having
              been advised by the Required Banks that a Eurodollar Rate will not
              so adequately and fairly reflect such Banks" costs as aforesaid.
              If a requested Interest Period shall be unavailable in accordance
              with the foregoing sentence, the proposed Borrower may (A) in
              accordance with the provisions (including any requirements for
              notification) of subsection 2.1 request, at its option, that the
              requested Committed Rate Loans be made or maintained as ABR Loans
              or (B) withdraw the request for such Committed Rate Loans for
              which the Interest Period was unavailable by giving notice of such
              election to the Administrative Agent in accordance with subsection
              2.11; provided, that if the Administrative Agent does not receive
                    --------
              any notice hereunder, such Borrower shall be deemed to have
              requested ABR Loans;

                   (v)   with respect to Loans made by an Objecting Bank, no
              Interest Periods with respect to such Loans shall end after the
              second anniversary of such Objecting Bank's Commitment Expiration
              Date; and

                   (vi)  no Interest Period shall end after the second
              anniversary of the Termination Date.

                "Loan Account":  as defined in subsection 2.3; collectively, the
                 ------------
         "Loan Accounts".
          -------------
                "Loan Assignees":  as defined in subsection 10.5(c).
                 --------------

                "Loan Assignment":  a Loan Assignment, substantially in the form
                 ---------------
         of Exhibit E.

                "Loans":  the collective reference to the Committed Rate Loans,
                 -----
         the Bid Loans and the Negotiated Rate Loans.

                                       8
<PAGE>

                  "Majority Banks": at any particular time, Banks having
                   --------------
         Commitment Percentages aggregating more than fifty percent; provided
                                                                     --------
         that (a) at any time after the termination of all the Commitments,
         "Majority Banks" shall mean Banks holding Loans aggregating more than
         fifty percent in principal amount of all outstanding Loans and (b) at
         any time after the Commitment Expiration Date with respect to any
         Objecting Bank (but prior to the termination of all the Commitments),
         "Majority Banks" shall mean Banks whose Exposure aggregates more than
         fifty percent of the aggregate Exposure of all the Banks.

                  "Managing Agents":  as defined in the preamble hereto.
                   ---------------

                  "Margin Stock":  as defined in Regulation U of the Board of
                   ------------
         Governors of the Federal Reserve System.

                  "Mortgage":  as defined in subsection 6.2.
                   --------

                  "Negotiated Rate Loan": each Loan made to a Borrower by a Bank
                   --------------------
         pursuant to a Negotiated Rate Loan Request in such principal amount,
         for such number of Interest Periods (subject to the proviso to the
         definition of "Interest Period" in this subsection 1.1) and having such
         interest rate(s) and repayment terms as shall, in each case, be
         mutually agreed upon between such Borrower and such Bank.

                  "Negotiated Rate Loan Request": each request by a Borrower for
                   ----------------------------
         a Bank to make Negotiated Rate Loans, which shall be delivered to such
         Bank in writing, by facsimile transmission, or by telephone,
         immediately confirmed in writing, and which shall specify the amount to
         be borrowed and the proposed Borrowing Date.

                  "Net Earnings Available for Fixed Charges": for any particular
                   ----------------------------------------
         period for the Capital Corporation and its consolidated Subsidiaries,
         consolidated net earnings of the Capital Corporation and such
         Subsidiaries for such period without deduction of Fixed Charges and
         without deduction of federal, state or other income taxes, provided
                                                                    --------
         that such net earnings for a fiscal quarter of the Capital Corporation
         and its consolidated Subsidiaries (including the last quarter of a
         fiscal year of the Capital Corporation and its consolidated
         Subsidiaries) shall be determined by reference to the publicly
         available statement of income of the Capital Corporation and its
         consolidated Subsidiaries for or covering such fiscal quarter and after
         such adjustments, if any, as may be required so that such net earnings
         are determined in accordance with GAAP, except that earned investment
         tax credits may be included as revenue in the consolidated income
         statement of the Capital Corporation and its consolidated Subsidiaries,
         rather than as an offset against the provision for income taxes.

                  "New Bank":  as defined in subsection 2.20(b).
                   --------

                  "New Bank Supplement":  as defined in subsection 2.20(b).
                   -------------------

                  "Notes":  the collective reference to any promissory note
                   -----
         evidencing Loans.

                  "Objecting Banks":  as defined in subsection 2.16(a).
                   ---------------

                                       9
<PAGE>

                  "Offered Increase Amount":  as defined in subsection 2.20(a).
                   -----------------------

                  "Participants":  as defined in subsection 10.5(b).
                   ------------

                  "Person": an individual, partnership, corporation, business
                   ------
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature,
         provided that for purposes of Section 8(h), Person shall also include
         --------
         two or more entities acting as a syndicate or any other group for the
         purpose of acquiring, holding or disposing of securities of the
         Company.

                  "Plan":  any pension plan which is covered by Title IV of
                   ----
         ERISA and in respect of which either Borrower or a Commonly Controlled
         Entity is an "employer" as defined in Section 3(5) of ERISA.

                  "Purchasing Banks":  as defined in subsection 10.5(d).
                   ----------------

                  "Re-Allocation Date":  as defined in subsection 2.20(e).
                   ------------------

                  "Reference Banks":  Chase, Bank of America, N.A., Bank One, NA
                   ---------------
         and Deutsche Bank AG New York Branch.

                  "Register":  as defined in subsection 10.5(e).
                   --------

                  "Report Period":  as defined in subsection 2.18.
                   -------------

                  "Reportable Event":  any of the events set forth in Section
                   ----------------
         4043(b) of ERISA or the regulations thereunder.

                  "Required Banks": at a particular time, Banks having
                   --------------
         Commitment Percentages aggregating at least 66-2/3%; provided that (a)
                                                              --------
         at any time after the termination of all the Commitments, "Required
         Banks" means Banks holding Loans aggregating at least 66-2/3% in
         principal amount of all outstanding Loans, (b) as used in subsection
         2.16, "Required Banks" means with respect to any Extension Request, at
         a particular time after the Termination Date has been extended pursuant
         to such subsection, Banks (i) which are not Objecting Banks with
         respect to any previous Extension Request and (ii) which have
         Commitment Percentages aggregating at least 66-2/3% of the aggregate
         Commitment Percentages of such non-Objecting Banks and (c) as used in
         any provision other than subsection 2.16 at any time after the
         Commitment Expiration Date with respect to any Objecting Bank (but
         prior to the termination of all the Commitments), "Required Banks"
                                                            --------------
         means Banks whose Exposure aggregates at least 66-2/3% of the aggregate
         Exposure of all the Banks.

                  "Requirement of Law": as to any Person, the Certificate of
                   ------------------
         Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation, or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                                       10
<PAGE>

                  "Reserves":  as defined in subsection 2.13(c).
                   --------

                  "Responsible Officer":  of a Borrower, the Chairman, the
                   -------------------
         President, any Executive, Senior or other Vice President, the Treasurer
         and any Assistant Treasurer of such Borrower.

                  "Restricted Margin Stock": any Margin Stock, the sale, pledge
                   -----------------------
         or other disposition of which by the Company or any of its Subsidiaries
         is in any way restricted by an arrangement with any Bank or any
         affiliate thereof to the extent that the value thereof (determined in
         accordance with Regulation U of the Board of Governors of the Federal
         Reserve System) does not exceed 25% of the value (determined in
         accordance with such Regulation U) of all the assets subject to such
         restriction.

                  "Restricted Subsidiary": any Subsidiary of the Company
                   ---------------------
         incorporated in the United States of America or Canada (a) which is
         engaged in, or whose principal assets consist of property used by the
         Company or any Restricted Subsidiary in, the manufacture of products
         within the United States of America or Canada or in the sale of
         products principally to customers located in the United States of
         America or Canada except any corporation which is a retail dealer in
         which the Company has, directly or indirectly, an investment, or (b)
         which the Company shall designate as a Restricted Subsidiary in an
         officers" certificate signed by two Responsible Officers of the Company
         and delivered to the Administrative Agent.

                  "Sale and Lease-back Transaction":  as defined in subsection
                   -------------------------------
         6.3.

                  "Significant Subsidiary": of a Borrower, any Subsidiary of
                   ----------------------
         such Borrower the assets, revenues or net worth of which is, at the
         time of determination, equal to or greater than ten percent of the
         assets, revenues or net worth, respectively, of such Borrower at such
         time.

                  "Subsidiary": of a Person, a corporation or other entity of
                   ----------
         which securities or other ownership interests having ordinary voting
         power (other than securities or other ownership interests having such
         power only by reason of the happening of a contingency) to elect a
         majority of the board of directors or other Persons performing similar
         functions are at the time directly or indirectly owned by such Person
         or one or more Subsidiaries of such Person, or by such Person and one
         or more Subsidiaries of such Person.

                  "Syndication Agent":  as defined in the preamble hereto.
                   -----------------

                  "Termination Date":  the date which is 364 days after the date
                   ----------------
         of this Agreement or such later date as shall be determined pursuant to
         the provisions of subsection 2.16 with respect to non-Objecting Banks.

                  "Transferees":  as defined in subsection 10.5(g).
                   -----------

                  "Transfer Effective Date":  as defined in each Commitment
                   -----------------------
         Transfer Supplement and each Loan Assignment.

                                       11
<PAGE>

                  "Type":  as to any Committed Rate Loan, its nature as an ABR
                   ----
         Loan or Eurodollar Loan.

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

                  1.2.  Other Definitional Provisions. (a) All terms defined in
                        -----------------------------
         this Agreement shall have the defined meanings when used in any
         certificate or other document made or delivered pursuant hereto.

                  (b)   As used herein and in any certificate or other document
made or delivered pursuant hereto, accounting terms relating to either Borrower
and its Subsidiaries not defined in subsection 1.1, and accounting terms partly
defined in subsection 1.1 to the extent not defined, shall have the respective
meanings given to them under GAAP.

                  (c)   The words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d)   Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary
or Subsidiaries of the relevant Borrower.

                  SECTION 2   THE COMMITTED RATE LOANS; THE BID
                              ---------------------------------
                              LOANS; THE NEGOTIATED RATE LOANS;
                              ---------------------------------
                              AMOUNT AND TERMS
                              ----------------

                  2.1.  The Committed Rate Loans.  (a) During the Commitment
                        ------------------------
Period, subject to the terms and conditions hereof, each Bank severally agrees
to make loans (individually, a "Committed Rate Loan") to either Borrower from
                                -------------------
time to time in an aggregate principal amount for both Borrowers at any one time
outstanding not to exceed such Bank's Commitment. During the Commitment Period,
either Borrower may use the Commitments by borrowing, repaying and reborrowing,
all in accordance with the terms and conditions hereof.

                  (b)   The Committed Rate Loans may be either (i) Eurodollar
Loans, (ii) ABR Loans or (iii) a combination thereof as determined by the
relevant Borrower.

                  (c)   Either Borrower may borrow Committed Rate Loans on any
Working Day, if the borrowing is of Eurodollar Loans, or on any Business Day, if
the borrowing is of ABR Loans; provided, however, that a Responsible Officer of
                               --------  -------
such Borrower shall give the Administrative Agent irrevocable notice thereof
(which notice must be received by the Administrative Agent (i) prior to 12:00
Noon, New York City time, three Working Days prior to the requested Borrowing
Date, in the case of Eurodollar Loans, (ii) except as provided in clause (iii)
hereof below, prior to 12:00 Noon, New York City time, one Business Day prior to
the requested Borrowing Date, in the case of ABR Loans and (iii) prior to 11:00
A.M., New York City time, on the requested Borrowing Date in the case of ABR
Loans up to an aggregate

                                       12
<PAGE>

principal amount for both Borrowers not to exceed 25% of the Commitments on such
Borrowing Date). Each such notice shall be given in writing or by facsimile
transmission substantially in the form of Exhibit A (with appropriate
insertions) or shall be given by telephone (specifying the information set forth
in Exhibit A) promptly confirmed by notice given in writing or by facsimile
transmission substantially in the form of Exhibit A (with appropriate
insertions). On the day of receipt of any such notice from either Borrower, the
Administrative Agent shall promptly notify each Bank thereof. Each Bank will
make the amount of its share of each borrowing available to the Administrative
Agent for the account of such Borrower at the office of the Administrative Agent
set forth in subsection 10.2 at 11:00 A.M. (or 2:00 P.M., in the case of ABR
Loans requested pursuant to clause (iii) above), New York City time, on the
Borrowing Date requested by such Borrower in funds immediately available to the
Administrative Agent as the Administrative Agent may direct. The proceeds of all
such Committed Rate Loans will be made available promptly to such Borrower by
the Administrative Agent at the office of the Administrative Agent specified in
subsection 10.2 by crediting the account of such Borrower on the books of such
office of the Administrative Agent with the aggregate of the amount made
available to the Administrative Agent by the Banks and in like funds as received
by the Administrative Agent.

                  (d)  All Committed Rate Loans made to each Borrower shall be
repaid in full by such Borrower on or before the second anniversary of the
Termination Date; provided, that Committed Rate Loans made by Objecting Banks
                  --------
shall be repaid as provided in subsection 2.16(b).

                  2.2. The Bid Loans; the Negotiated Rate Loans.  (a) Either
                       ----------------------------------------
Borrower may borrow Bid Loans or Negotiated Rate Loans from time to time on any
Business Day (in the case of Bid Loans made pursuant to an Absolute Rate Bid
Loan Request), any Working Day (in the case of Bid Loans made pursuant to an
Index Rate Bid Loan Request) or, in the case of Negotiated Rate Loans, on such
days as shall be mutually agreed upon between the relevant Borrower and the
applicable Bank, in each case during the Commitment Period and in the manner set
forth in this subsection 2.2 and in amounts such that the aggregate principal
amount of Loans at any time outstanding shall not exceed the aggregate amount of
the Commitments at such time. Notwithstanding any other provision of this
Agreement, the aggregate principal amount of the outstanding Bid Loans and/or
Negotiated Rate Loans made by any Bank may at any time (but shall not be
required to) exceed the Commitment of such Bank so long as the aggregate
outstanding principal amount of all Loans does not at any time exceed the
aggregate amount of the Commitments.

                  (b)  (i) Either Borrower shall request Bid Loans or Negotiated
Rate Loans by delivering (A) in the case of an Index Rate Bid Loan, a Bid Loan
Request to the Administrative Agent, c/o The Chase Manhattan Bank, One Chase
Manhattan Plaza, 8th Floor, New York, New York 10081, Attention: Chris Consomer,
Telephone: (212) 552-7259, Facsimile: (212) 552-5627, not later than 12:00 Noon
(New York City time) four Working Days prior to the proposed Borrowing Date, (B)
in the case of an Absolute Rate Bid Loan, a Bid Loan Request to the
Administrative Agent at the address set forth in clause (A) of this subsection
2.2(b)(i) not later than 10:00 A.M. (New York City time) one Business Day prior
to the proposed Borrowing Date or (C) in the case of a Negotiated Rate Loan, a
Negotiated Rate Loan Request to any Bank at such time as the applicable Borrower
and the applicable Bank shall agree. Each Bid Loan

                                       13
<PAGE>

Request may solicit bids for Bid Loans in an aggregate principal amount of
$25,000,000 or an integral multiple of $5,000,000 in excess thereof and for not
more than three alternative Interest Periods for such Bid Loans. The
Administrative Agent shall promptly notify each Bid Loan Bank by facsimile
transmission or by telephone, immediately confirmed by facsimile transmission,
of the contents of each Bid Loan Request received by it.

                  (ii)  In the case of an Index Rate Bid Loan Request, upon
receipt of notice from the Administrative Agent of the contents of such Bid Loan
Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall
irrevocably offer to make one or more Bid Loans at the Applicable Index Rate
plus or minus a margin for each such Bid Loan determined by such Bid Loan Bank,
in its sole discretion. Any such irrevocable offer shall be made by delivering a
Bid Loan Offer to the Administrative Agent at the address set forth in clause
(i)(A) above before 10:30 A.M. (New York City time) three Working Days before
the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for
each Interest Period, and the aggregate maximum amount for all Interest Periods,
which such Bank would be willing to make and the margin above or below the
Applicable Index Rate at which such Bid Loan Bank is willing to make each such
Bid Loan. The Administrative Agent shall advise the relevant Borrower before
11:00 A.M. (New York City time) three Working Days before the proposed Borrowing
Date of the contents of each such Bid Loan Offer received by it. If the
Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise such Borrower of the
contents of its Bid Loan Offer before 10:15 A.M. (New York City time) three
Working Days before the proposed Borrowing Date.

                  (iii) In the case of an Absolute Rate Bid Loan Request, upon
receipt of notice from the Administrative Agent of the contents of such Bid Loan
Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall
irrevocably offer to make one or more Bid Loans at a rate or rates of interest
for each such Bid Loan determined by such Bid Loan Bank in its sole discretion.
Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the
Administrative Agent at the address set forth in clause (i)(A) of this
subsection 2.2(b) before 9:30 A.M. (New York City time) on the proposed
Borrowing Date, setting forth the maximum amount of Bid Loans for each Interest
Period, and the aggregate maximum amount for all Interest Periods, which such
Bid Loan Bank would be willing to make and the rate or rates of interest at
which such Bid Loan Bank is willing to make each such Bid Loan. The
Administrative Agent shall advise the relevant Borrower before 10:00 A.M. (New
York City time) on the proposed Borrowing Date of the contents of each such Bid
Loan Offer received by it. If the Administrative Agent in its capacity as a Bid
Loan Bank shall, in its sole discretion, elect to make any such offer, it shall
advise such Borrower of the contents of its Bid Loan Offer before 9:15 A.M. (New
York City time) on the proposed Borrowing Date.

                  (iv)  The relevant Borrower shall before 11:30 A.M. (New York
City time) three Working Days before the proposed Borrowing Date (in the case of
Bid Loans requested by an Index Rate Bid Loan Request) and before 10:30 A.M.
(New York City time) on the proposed Borrowing Date (in the case of Bid Loans
requested by an Absolute Rate Bid Loan Request) either, in its absolute
discretion:

          (A)     cancel such Bid Loan Request by giving the Administrative
     Agent telephone notice to that effect, or

                                       14
<PAGE>

          (B)     accept one or more of the offers made by any Bid Loan Bank or
     Bid Loan Banks pursuant to clause (ii) or clause (iii) of this subsection
     2.2(b), as the case may be, by giving telephone notice to the
     Administrative Agent (immediately confirmed by delivery to the
     Administrative Agent at the address set forth in clause (i)(A) of this
     subsection 2.2(b) of a Bid Loan Confirmation) of the amount of Bid Loans
     for each relevant Interest Period to be made by each Bid Loan Bank (which
     amount shall be equal to or less than the maximum amount for such Interest
     Period specified in the Bid Loan Offer of such Bid Loan Bank, and for all
     Interest Periods included in such Bid Loan Offer shall be equal to or less
     than the aggregate maximum amount specified in such Bid Loan Offer for all
     such Interest Periods) and reject any remaining offers made by Bid Loan
     Banks pursuant to clause (ii) or clause (iii) above, as the case may be;
     provided, however, that (x) such Borrower may not accept offers for Bid
     --------  -------
     Loans for any Interest Period in an aggregate principal amount in excess of
     the maximum principal amount requested for such Interest Period in the
     related Bid Loan Request, (y) if such Borrower accepts any such offers, it
     must accept offers strictly based upon pricing for such relevant Interest
     Period and upon no other criteria whatsoever and (z) if two or more Bid
     Loan Banks submit offers for any Interest Period at identical pricing and
     such Borrower accepts any of such offers but does not wish to borrow the
     total amount offered by such Bid Loan Banks with such identical pricing,
     such Borrower shall accept offers from all of such Bid Loan Banks in
     amounts allocated among them pro rata according to the amounts offered by
                                  --- ----
     such Bid Loan Banks (or as nearly pro rata as shall be practicable, after
                                       --- ----
     giving effect to the requirement that Bid Loans made by a Bid Loan Bank on
     a Borrowing Date for each relevant Interest Period shall be in a principal
     amount of $5,000,000 or an integral multiple of $1,000,000 in excess
     thereof, it being agreed that to the extent that it is not possible to make
     allocations in accordance with the provisions of this clause (z) such
     allocations shall be made in accordance with the instructions of such
     Borrower, it being understood that in no event shall any Bank be obligated
     to make any Bid Loan in a principal amount less than $5,000,000).

                       (v)      If such Borrower notifies the Administrative
Agent that a Bid Loan Request is cancelled pursuant to clause (iv)(A) of this
subsection 2.2(b), the Administrative Agent shall give prompt telephone notice
thereof to the Bid Loan Banks, and the Bid Loans requested thereby shall not be
made.

                       (vi)     (A)  If such Borrower accepts pursuant to clause
(iv)(B) of this subsection 2.2(b) one or more of the offers made by any Bid Loan
Bank or Bid Loan Banks pursuant to a Bid Loan Request, the Administrative Agent
shall promptly notify by telephone each Bid Loan Bank which has made such an
offer of the aggregate amount of such Bid Loans to be made on such Borrowing
Date for each Interest Period and of the acceptance or rejection of any offers
to make such Bid Loans made by such Bid Loan Bank. Each Bid Loan Bank which is
to make a Bid Loan pursuant to a Bid Loan Request shall, before 12:00 Noon (New
York City time) on the Borrowing Date specified in the Bid Loan Request
applicable thereto, make available to the Administrative Agent at its office set
forth in subsection 10.2 the amount of Bid Loans to be made by such Bid Loan
Bank, in immediately available funds. The Administrative Agent will make such
funds available to such Borrower as soon as practicable on such date at the
Administrative Agent's aforesaid address.

                                       15
<PAGE>

                  (B) If such Borrower and any Bank agree to the terms of a
         Negotiated Rate Loan to be made on a Borrowing Date pursuant to a
         Negotiated Rate Loan Request, such Borrower and such Bank shall
         promptly notify by telephone the Administrative Agent of the aggregate
         amount of Negotiated Rate Loans to be made on such Borrowing Date and
         the respective Interest Periods therefor. Each Bank which is to make a
         Negotiated Rate Loan shall, at such time, on such Borrowing Date and at
         such location as shall be mutually agreed upon between such Borrower
         and such Bank, make available to such Borrower the amount of Negotiated
         Rate Loans to be made by such Bank, in immediately available funds.

                  (C) As soon as practicable after each Borrowing Date for Bid
         Loans and Negotiated Rate Loans, the Administrative Agent shall notify
         each Bank of the aggregate amount of Bid Loans or Negotiated Rate Loans
         advanced pursuant to a Bid Loan Request or Negotiated Rate Loan Request
         on such Borrowing Date and the respective Interest Periods therefor.

                  (c) Within the limits and on the conditions set forth in this
subsection 2.2, each Borrower may from time to time borrow under this subsection
2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection
2.2.

                  (d) Each Borrower shall repay to the Administrative Agent for
the account of each Bid Loan Bank (or the Loan Assignee in respect thereof, as
the case may be) which has made a Bid Loan to such Borrower on the last day of
the Interest Period for each Bid Loan (such Interest Period being that specified
by such Borrower for repayment of such Bid Loan in the related Bid Loan Request)
the then unpaid principal amount of such Bid Loan. Each Borrower shall repay to
each Bank which has made a Negotiated Rate Loan to such Borrower (or the Loan
Assignee in respect thereof, as the case may be) the principal thereof as agreed
by such Borrower and such Bank.

                  (e) Each Borrower shall pay interest on the unpaid principal
amount of each Bid Loan and each Negotiated Rate Loan borrowed by such Borrower
from the applicable Borrowing Date to the stated maturity date thereof, in the
case of a Bid Loan, at the rate of interest determined pursuant to paragraph (b)
of this subsection 2.2, and, in the case of a Negotiated Rate Loan, as agreed by
such Borrower and the relevant Bank (calculated on the basis of a 360 day year
for actual days elapsed), payable on the interest payment date or dates (i)
specified by such Borrower for such Bid Loan in the related Bid Loan Request and
(ii) mutually agreed upon between such Borrower and such Bank in the case of
Negotiated Rate Loans, provided that as to any Bid Loan in respect of which the
                       --------
stated maturity date is more than three months after such Borrowing Date,
interest shall also be paid on the day which occurs three months after such
Borrowing Date. If all or a portion of the principal amount of any Bid Loan
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue principal amount shall, without limiting any rights of
any Bank under this Agreement, bear interest from the date on which such payment
was due at a rate per annum which is 1% above the rate which would otherwise be
applicable to such Bid Loan until the scheduled maturity date with respect
thereto and for each day thereafter at a rate per annum which is 1% above the
ABR until paid in full (as well after as before judgment). If all or any portion
of the principal amount of any Negotiated Rate Loan shall not be paid when due
(whether at the stated

                                       16
<PAGE>

maturity, by acceleration or otherwise), such overdue principal amount shall,
without limiting any rights of any Bank under this Agreement, bear interest from
the date on which such payment was due at a rate per annum as shall be mutually
agreed upon between the relevant Borrower and the relevant Bank.

                  (f)  After the first Bid Loan Request has been given
hereunder, no Bid Loan Request or Negotiated Rate Loan Request shall be given
until at least one Business Day, in the case of an Absolute Rate Bid Loan
Request, or one Working Day, in the case of an Index Rate Bid Loan Request,
after the earliest to occur of (i) the Borrowing Dates with respect to all prior
Bid Loan Requests made pursuant to subsection 2.2(b)(i), (ii) the date on which
all Bid Loan Banks have failed to submit Bid Loan Offers with respect to any Bid
Loan Requests within the time specified in subsection 2.2(b)(ii) or (iii), as
the case may be, and (iii) the date on which the relevant Borrower has cancelled
all prior Bid Loan Requests pursuant to subsection 2.2(b)(iv).

                  2.3. Loan Accounts. Each Bank, with respect to its Committed
                       -------------
Rate Loans, Bid Loans and Negotiated Rate Loans, and the Administrative Agent,
with respect to all Committed Rate Loans and Bid Loans, shall open and maintain
in the name of each Borrower loan accounts (as to each Bank, its "Loan Account"
                                                                  ------------
applicable to such Borrower) on its books and records setting forth the amounts
of principal, interest and other sums paid and payable by such Borrower from
time to time hereunder in respect of such Loans, and the obligation of such
Borrower to pay or repay, as the case may be, such amounts to such Bank shall be
evidenced by such Bank's Loan Account. In case of any dispute, action or
proceeding relating to any Committed Rate Loan, Bid Loan or Negotiated Rate
Loan, the entries in such records shall constitute prima facie evidence of the
                                                   ----- -----
accuracy of the information set forth therein. In case of discrepancy between
the entries in the Administrative Agent's books and records and any Bank's, the
entries in the Administrative Agent's books and records shall constitute prima
                                                                         -----
facie evidence of the accuracy of the information set forth therein.
-----

                  2.4. Fees. (a) The Company and the Capital Corporation jointly
                       ----
and severally agree to pay to the Administrative Agent for the account of each
Bank a facility fee (i) from and including the Closing Date to but excluding the
date on which the Commitment of such Bank terminates hereunder, computed at a
per annum rate equal to the Facility Fee Rate on the average daily amount of the
Commitment of such Bank in effect during the period for which payment is made
and (ii) thereafter until all Committed Rate Loans of such Bank are paid in
full, computed at a per annum rate equal to the Facility Fee Rate on the average
daily amount of such Committed Rate Loans outstanding, in each case, payable
quarterly in arrears on the first Business Day of each January, April, July and
October of each year, on the Termination Date or such earlier date on which the
Commitments shall terminate as provided herein, and on the second anniversary of
the Termination Date or such earlier date on which the Loans are repaid in full,
commencing in April, 2001.

                  (b)  The Company and the Capital Corporation jointly and
severally agree to pay to the Administrative Agent for its own account all fees
set forth in the letter agreement dated January 23, 2001 from JP Morgan, a
division of Chase Securities Inc., and Chase to the Borrowers.

                                       17
<PAGE>

                  (c)  The Company and the Capital Corporation jointly and
severally agree to pay to the Administrative Agent for its own account all other
fees payable to the Administrative Agent as the Borrowers and the Administrative
Agent shall mutually agree from time to time.

                  2.5. Termination or Reduction of Commitments; Cancellation of
                       --------------------------------------------------------
Capital Corporation as Borrower. (a) The Borrowers, acting jointly, shall have
-------------------------------
the right, upon not less than five Business Days" notice to the Administrative
Agent, to terminate the Commitments or, from time to time, reduce the amount of
the Commitments, provided that (i) any such reduction shall be accompanied by
                 --------
prepayment of Committed Rate Loans hereunder, together with accrued interest on
the amount so prepaid to the date of such prepayment, to the extent, if any,
that the aggregate outstanding principal amount of all Loans exceeds the amount
of the Commitments as then reduced and (ii) any such termination of the
Commitments shall be accompanied by prepayment in full of the Loans then
outstanding hereunder in accordance with subsection 2.6, and any termination of
a Bank's Commitment pursuant to subsection 2.13, 2.16 or 2.17 shall, with
respect to each affected Loan, on the last day of the applicable Interest Period
therefor or, if earlier, on such earlier date as shall be notified by the
Borrowers, be accompanied by prepayment in full of such Loan, together with, in
each case, accrued interest thereon to the date of such prepayment, the payment
of any unpaid facility fee then accrued hereunder, and the payment of any
amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17. Upon
receipt of such notice from the Borrowers the Administrative Agent shall
promptly notify each Bank thereof. Any reduction of the Commitments pursuant to
this subsection 2.5 shall be in an amount not less than $25,000,000, and shall
be an amount which is a whole multiple of $5,000,000, and shall reduce
permanently the amount of the Commitments then in effect.

                  (b)  The Company may cancel the ability of the Capital
Corporation to borrow hereunder upon not less than five Business Days" notice to
the Administrative Agent. Upon receipt of such notice from the Company the
Administrative Agent shall promptly notify each Bank thereof. On the first day
following receipt of such notice, on which all Loans to the Capital Corporation
and all interest thereon shall have been paid in full, and notwithstanding any
other provision of this Agreement, (i) the Capital Corporation shall cease to be
a party hereto or to have any right or obligation hereunder, (ii) rights and
obligations expressed herein to be, in effect, of either the Company or the
Capital Corporation or of both of them, but not any such rights and obligations
expressed herein to be of the Capital Corporation only, shall be deemed to be
rights and obligations of the Company only and (iii) the Banks shall cease to
have any right or obligation hereunder which depends or is contingent upon any
action, condition or performance, or the absence thereof, whether past or
present, of the Capital Corporation other than any action, condition or
performance, or the absence thereof, of the Capital Corporation in its capacity
as a Subsidiary, Significant Subsidiary or Restricted Subsidiary hereunder;
provided, however, that the obligation of the Capital Corporation to make any
--------  -------
payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to
the cancellation of the ability of the Capital Corporation to borrow hereunder
shall survive the cancellation of the ability of the Capital Corporation to
borrow hereunder.

                  2.6. Optional Prepayments.  Either Borrower may at any time
                       --------------------
and from time to time prepay its Committed Rate Loans in whole or in part,
without premium or penalty, but subject to the provisions of subsection 2.14,
upon at least three Working Days" irrevocable notice, in the case of Eurodollar
Loans, or one Business Day's irrevocable notice in the case of

                                       18
<PAGE>

ABR Loans, in each case to the Administrative Agent, specifying the date and
amount of prepayment and whether the prepayment is of its Eurodollar Loans, ABR
Loans, or a combination thereof, and if of a combination thereof, the amount of
prepayment allocable to each. Upon receipt of such notice the Administrative
Agent shall promptly notify each Bank thereof. If such notice is given, the
Borrower delivering such notice shall make such prepayment, and the payment of
the amount specified in such notice shall be due and payable, on the date
specified therein, together with accrued interest to such date on the amount
prepaid and any amounts payable pursuant to subsections 2.14 and 2.15. Except as
provided in the immediately following sentence, partial prepayments shall be in
an aggregate principal amount of $5,000,000, or a whole multiple thereof;
provided, however, that after giving effect thereto, the aggregate principal
--------  -------
amount of all Committed Rate Loans made on the same Borrowing Date shall not be
less than $25,000,000. Anything contained in this subsection 2.6 to the contrary
notwithstanding, partial prepayments of a Cancelled Bank's Loans in connection
with the termination under subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) of
such Cancelled Bank's Commitment (in whole or in part) shall be in an amount
equal to the principal amount of the Loans of such Bank being prepaid,
notwithstanding the amount thereof, and shall be permitted notwithstanding the
provisions of the foregoing proviso. Either Borrower may prepay Negotiated Rate
Loans or Bid Loans on such terms as shall be mutually agreed upon between the
relevant Borrower and the relevant Bank.

                  2.7. Minimum Amount of Certain Loans. All borrowings,
                       -------------------------------
conversions, continuations, payments and, except as set forth in the penultimate
sentence of subsection 2.6(a), prepayments in respect of Committed Rate Loans
shall be in such amounts and be made pursuant to such elections that, after
giving effect thereto, (a) the aggregate principal amount of Committed Rate
Loans made on any Borrowing Date shall not be less than $25,000,000 or a whole
multiple of $5,000,000 in excess thereof and (b) the aggregate principal amount
of Committed Rate Loans of any Type with the same Interest Period shall not be
less than $10,000,000 or a whole multiple of $1,000,000 in excess thereof.

                  2.8. Committed Rate Loan Interest Rate and Payment Dates. (a)
                       ---------------------------------------------------
The Eurodollar Loans shall bear interest for the period from the date thereof
until the stated maturity thereof on the unpaid principal amount thereof at a
rate per annum equal to the Eurodollar Rate determined for the Interest Period
therefor plus the Applicable Margin.

                  (b)  The ABR Loans shall bear interest for each day during the
period from the date thereof until the payment in full thereof on the unpaid
principal amount thereof at a fluctuating rate per annum equal to the ABR for
such day plus the Applicable Margin.

                  (c)  If all or a portion of the principal amount of any of the
Committed Rate Loans shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise) such overdue principal amount of such Committed
Rate Loan (i) shall bear interest at a rate per annum which is 1% above the rate
which would otherwise be applicable pursuant to subsection 2.8(a) or (b) as the
case may be, from the date when such principal amount is due until the date on
which such amount is paid in full and (ii) shall, if such Committed Rate Loan is
a Eurodollar Loan, be converted to an ABR Loan at the end of the Interest Period
applicable thereto.

                  (d)  Interest shall be payable in arrears on each Interest
Payment Date.

                                       19
<PAGE>

                  2.9.  Conversion and Continuation Options.   (a) The relevant
                        -----------------------------------
Borrower may elect from time to time to convert Committed Rate Loans of one Type
into Committed Rate Loans of another Type by giving to the Administrative Agent
irrevocable notice of such conversion by the earliest time that they would have
been required to give notice under subsection 2.1(c) if they had been borrowing
Committed Rate Loans of each such Type on the conversion date specified in such
notice, provided that any such conversion of Eurodollar Loans may only be made
        --------
on the last day of an Interest Period with respect thereto. Any such notice of
conversion to Eurodollar Loans shall specify the length of the initial Interest
Period or Interest Periods therefor. Upon receipt of any such notice the
Administrative Agent shall promptly notify each Bank thereof. All or any part of
outstanding Eurodollar Loans and ABR Loans may be converted as provided herein,
provided that no Loan may be converted into a Eurodollar Loan after the date
--------
that is one month prior to (i) in the case of a Loan made by an Objecting Bank,
the second anniversary of such Objecting Bank's Commitment Expiration Date, and
(ii) in the case of all Loans, the second anniversary of the Termination Date.

                  (b)   Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
relevant Borrower giving notice to the Administrative Agent, such notice to be
given by the time it would have been required to give notice under subsection
2.1(c) if it had been borrowing Eurodollar Loans on the last day of the then
expiring Interest Period therefor, of the length of the next Interest Period to
be applicable to such Loans, provided that no Eurodollar Loan may be continued
                             --------
as such after the date that is one month prior to (i) in the case of a Loan made
by an Objecting Bank, the second anniversary of such Objecting Bank's Commitment
Expiration Date, and (ii) in the case of all Loans, the second anniversary of
the Termination Date. Upon receipt of any such notice, the Administrative Agent
shall promptly notify each Bank thereof.

                  2.10. Computation of Interest and Fees. (a) Facility fees and
                        --------------------------------
interest in respect of ABR Loans based upon clause (a) of the definition of ABR
shall be calculated on the basis of a 365- (or 366- as the case may be) day year
for the actual days elapsed (including the first day and excluding the last
day). Interest in respect of Eurodollar Loans, Bid Loans and ABR Loans based
upon clause (b) of the definition of ABR shall be calculated on the basis of a
360-day year for the actual days elapsed (including the first day and excluding
the last day). The Administrative Agent shall promptly notify the Borrowers and
the Banks of each determination of a Eurodollar Rate. Any change in the interest
rate on a Committed Rate Loan resulting from a change in the ABR shall become
effective as of the opening of business on the day on which such change in the
ABR shall become effective. The Administrative Agent shall promptly notify the
Borrowers and the Banks of the effective date and the amount of each such
change.

                  (b)   Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrowers and the Banks in the absence of manifest
error. The Administrative Agent shall, at the request of a Borrower, deliver to
such Borrower a statement showing the quotations given by the Reference Banks
and the computations used by the Administrative Agent in determining any
interest rate.

                  (c)   If any Reference Bank's Commitment shall terminate
(otherwise than on termination of all the Commitments) or, as the case may be,
its Loans are assigned, prepaid or repaid for any reason whatsoever, such
Reference Bank shall thereupon cease to be a Reference

                                       20
<PAGE>

Bank, and the Administrative Agent (after consultation with the Banks and with
the consent of the Borrowers) shall, by notice to the Borrowers and the Banks,
designate a sufficient number of other Banks as Reference Banks so that there
shall at all times be at least three Reference Banks.

          (d)   Each Reference Bank shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby. If any
of the Reference Banks shall be unable or otherwise fails to supply such rates
to the Administrative Agent upon its request, the rate of interest shall be
determined on the basis of the quotations of the remaining Reference Banks or
Reference Bank.

          2.11. Inability to Determine Interest Rate. (a) In the event that the
                ------------------------------------
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that by reason of circumstances
affecting the interbank eurodollar market generally, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for any requested
Interest Period with respect to Committed Rate Loans that a Borrower has
requested be made as, continued as or converted into Eurodollar Loans, the
Administrative Agent shall promptly give notice of such determination to such
Borrower and the Banks prior to the first day of the requested Interest Period
for such Eurodollar Loans. If such notice is given, such Borrower may (i) in
accordance with the provisions of subsection 2.1 or 2.9, as the case may be
(including any requirements for notification), request that the affected Loans
be made as, continued as or converted into, as the case may be, ABR Loans, or
(ii) in the case of Loans requested to be made on the first day of such Interest
Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may
be, by giving telephonic notice to the Administrative Agent, no later than 10:00
A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing
no later than one Business Day after such telephonic notice is given; provided
                                                                      --------
that if the Administrative Agent does not receive any notice permitted from the
relevant Borrower hereunder, such Borrower shall be deemed to have requested
that the affected Loans be made as, continued as or converted into, as the case
may be, ABR Loans. Until the notice given pursuant to the first sentence of this
paragraph has been withdrawn by the Administrative Agent, no further Loans shall
be made as, continued as or converted into, as the case may be, Eurodollar
Loans.

          (b)   In the event that the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Borrowers) that by
reason of circumstances affecting the interbank eurodollar market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for any
Interest Period with respect to a proposed Bid Loan to be made pursuant to an
Index Rate Bid Loan Request, the Administrative Agent shall forthwith give
notice of such determination to the relevant Borrower and the Bid Loan Banks at
least two Business Days prior to the proposed Borrowing Date, and such Bid Loans
shall not be made on such Borrowing Date. Until any such notice has been
withdrawn by the Administrative Agent, no further Index Rate Bid Loan Requests
shall be submitted by either Borrower.

          2.12. Pro Rata Treatment and Payments. (a) All payments (including
                -------------------------------
prepayments), to be made by the Borrowers on account of principal, interest and
fees shall be made without defense, set-off or counterclaim and shall be made,
in the case of fees and principal of, and interest on, Loans (other than
Negotiated Rate Loans) at the Administrative Agent's office specified in
subsection 10.2, in each case in lawful money of the United States of

                                       21
<PAGE>

America and in immediately available funds not later than 11:00 A.M. (New York
City time) on the date due. The Administrative Agent shall distribute such
payments to the Banks entitled thereto on the day of receipt in like funds as
received, provided that the Administrative Agent shall have received such
          --------
payments not later than 11:00 A.M. (New York City time). If the Administrative
Agent shall distribute such payments to the Banks entitled thereto on a date
after the date on which such payments were received prior to 11:00 A.M. (New
York City time), the Administrative Agent shall pay to each such Bank on demand
an amount equal to the product of (i) the daily average Federal funds rate
during such period as quoted by the Administrative Agent, times (ii) the amount
                                                          -----
of such Bank's share of such payment, times (iii) a fraction, the numerator of
                                      -----
which is the number of days that elapse from and including such date of receipt
of payment by the Administrative Agent to but excluding the date on which such
Bank's share of such payment shall have become immediately available to such
Bank and the denominator of which is 360. All payments (including prepayments)
to be made by the Borrowers on account of principal, interest and fees relating
to Negotiated Rate Loans shall be made to the Bank with respect thereto on such
terms, at such address and at such time as shall be mutually agreed upon between
the relevant Borrower and the relevant Bank in lawful money of the United States
of America on the date due.

          (b)   (i) Each borrowing by the Borrowers of Committed Rate Loans and
each payment of principal in respect of Committed Rate Loans (subject to the
provisions of subsection 2.20(e)) shall be made in accordance with the following
requirements:

          (A)   All borrowings of Committed Rate Loans and all principal
     payments in respect of such Loans, shall be made pro rata according to the
                                                      --- ----
     respective Commitments of the Banks.

          (B)   As provided in clause (b)(ii) below, if any principal payment is
     made in respect of any Loans (other than Negotiated Rate Loans) on any day
     on which principal amounts are due and owing in respect of any Loans (other
     than Negotiated Rate Loans), such principal payment shall be applied to the
     Banks pro rata according to the respective amounts of principal due and
           --- ----
     owing to the Banks in respect of Loans (other than Negotiated Rate Loans)
     under this Agreement.

                (ii)   Except as provided in subsections 2.13, 2.16 and 2.17,
each reduction of the Commitments shall be made pro rata among the Banks
                                                --- ----
according to their respective Commitment Percentages. Each payment by the
Borrowers under this Agreement or of any Loan (other than Negotiated Rate Loans)
shall be applied, first, to any fees then due and owing pursuant to subsection
                  -----
2.4, second, to interest then due and owing in respect of the Loans (other than
     ------
Negotiated Rate Loans) and third, to principal then due and owing hereunder
                           -----
(other than principal due and owing under Negotiated Rate Loans) and under the
Loans (other than Negotiated Rate Loans). Each payment made by the Borrowers
under this Agreement relating to a Negotiated Rate Loan to the Bank with respect
thereto shall be applied, first, to interest then due and owing in respect of
                          -----
such Negotiated Rate Loan and second, to principal then due and owing hereunder
                              ------
with respect to such Negotiated Rate Loan and under such Negotiated Rate Loan.
Each payment (other than voluntary prepayments made when no principal payments
are due and owing hereunder) by either Borrower on account of principal of and
interest on the Loans (other than Negotiated Rate Loans) shall be made for the
account of each Bank pro rata
                     --- ----

                                       22
<PAGE>

according to the respective amounts of principal and interest due and owing to
such Bank under this Agreement. Subject to the requirements of clause (i) of
this paragraph (b), each payment by a Borrower on account of principal of the
Loans (other than Negotiated Rate Loans) shall be applied, first, to such of its
                                                           -----
Committed Rate Loan borrowings as such Borrower may designate, provided,
                                                               --------
however, that if any such payment is made after the Commitment Expiration Date
-------
for any Objecting Banks to which Committed Rate Loans remain outstanding, such
Objecting Banks shall receive, pro rata, the portion of such payment that bears
                               --- ----
the same ratio to the aggregate outstanding principal amount of Committed Rate
Loans owing to all Objecting Banks as the portion of such prepayment applied to
the Committed Rate Loans of the other Banks bears to the aggregate outstanding
principal amount of Committed Rate Loans owing to such other Banks, and, second,
                                                                         ------
after all Committed Rate Loans shall have been paid in full, to all of its
Absolute Rate Bid Loans or Index Rate Bid Loans made on the same Borrowing Date
with the same Interest Period as such Borrower may designate, pro rata according
                                                              --- ----
to the respective amounts outstanding; provided, however, that prepayments made
                                       --------  -------
pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) shall be applied
in accordance with such subsection.

          (c)   If any payment hereunder (other than payments on the Eurodollar
Loans and Index Rate Bid Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day. If any payment on a Eurodollar Loan or Index Rate Bid Loan becomes due and
payable on a day other than a Working Day, the maturity thereof shall be
extended to the next succeeding Working Day unless the result of such extension
would be to extend such payment into another calendar month in which event such
payment shall be made on the immediately preceding Working Day. With respect to
any extension of the payment of principal pursuant to this subsection 2.12(c),
interest thereon shall be payable at the then applicable rate during such
extension.

          (d)   Unless the Administrative Agent shall have been notified in
writing by any Bank prior to the date of the Committed Rate Loan, Committed Rate
Loans, Bid Loan or Bid Loans to be made by such Bank (which notice shall be
effective upon receipt) that such Bank will not make its pro rata share of the
                                                         --- ----
amount of the requested borrowing on such date available to the Administrative
Agent, the Administrative Agent may assume that such Bank has made such amount
available to it on such date and the Administrative Agent may, in reliance upon
such assumption, make available to the relevant Borrower a corresponding amount.
If a Bank shall make such amount available to the Administrative Agent on a date
after such Borrowing Date, such Bank shall pay to the Administrative Agent on
demand an amount equal to the product of (i) the daily average Federal funds
rate during such period as quoted by the Administrative Agent, times (ii) the
                                                               -----
amount of such Bank's pro rata share of such borrowing, times (iii) a fraction,
                      --- ----                          -----
the numerator of which is the number of days that elapse from and including such
Borrowing Date to but excluding the date on which such Bank's pro rata share of
                                                              --- ----
such borrowing shall have become immediately available to the Administrative
Agent and the denominator of which is 360. A certificate of the Administrative
Agent submitted to any Bank with respect to any amounts owing under this
subsection 2.12(d) shall be conclusive, absent manifest error. If such Bank's
pro rata share is not in fact made available to the Administrative Agent by such
--- ----
Bank within three Business Days of such Borrowing Date, the Administrative Agent
shall be entitled to recover such amount, on demand, from the relevant Borrower
with interest thereon at the rate equal to the product of (i) during the period
from and including such Borrowing Date to the Business Day next following the
date of such demand, the daily average

                                       23
<PAGE>

Federal funds rate as quoted by the Administrative Agent, times a fraction, the
                                                          -----
numerator of which is the number of days that elapse from and including such
Borrowing Date to but excluding the Business Day next following the date of such
demand and the denominator of which is 360 and (ii) thereafter, the interest
rate or rates applicable to the Loan or Loans funded by the Administrative Agent
on behalf of such Bank on such Borrowing Date, times a fraction, the numerator
                                               -----
of which is the number of days which elapse from and including the Business Day
next following the date of such demand to but excluding the date such amount is
recovered by the Administrative Agent from such Borrower and the denominator of
which is 360. In the event any Bank's pro rata share of a borrowing is not made
                                      --- ----
available to the Administrative Agent in accordance with this paragraph within
three Business Days of the applicable Borrowing Date (i) such Bank shall, during
the period from such Borrowing Date to the date such Bank makes its pro rata
                                                                    --- ----
share of the applicable borrowing available, not accrue and shall not be
entitled to receive any facility fee under subsection 2.4 and (ii) either
Borrower may exercise or pursue any other rights, remedies, powers and
privileges against such Bank as are provided by law or by contract.

          2.13. Requirements of Law. (a) If any Bank shall determine that by
                -------------------
reason of (i) the introduction after the date hereof of any applicable law,
regulation or guideline or any change after the date hereof in any applicable
law, regulation or guideline (including the phasing-in of a provision of any
applicable law, regulation or guideline) or in the interpretation thereof by any
governmental or other regulatory authority charged with the administration
thereof or any court of competent jurisdiction and/or (ii) compliance by such
Bank with any requirement adopted after the date hereof or directive adopted
after the date hereof from any central bank or other fiscal, monetary or other
regulatory authority (whether or not having the force of law), there shall be
any increase in the cost of such Bank of maintaining or giving effect to its
obligations with respect to Committed Rate Loans under this Agreement or
maintaining its Commitment with respect to Committed Rate Loans or making or
maintaining any Eurodollar Loans or any reduction in any amount receivable by
such Bank in respect of Eurodollar Loans under this Agreement, notwithstanding
the reasonable efforts (such reasonable efforts not to result in the incurrence
of additional costs or expenses) of such Bank to mitigate such increase or
reduction, then the relevant Borrower shall from time to time on receipt
(whenever occurring) of a certificate from such Bank (which shall be executed by
an officer thereof and a copy of which shall be delivered to the Administrative
Agent) pay to such Bank such amounts as are stated therein to be required to
indemnify such Bank against such increased costs or reduction; provided,
                                                               --------
however, that if such Borrower becomes obligated to pay any Bank any additional
-------
amount pursuant to this subsection 2.13(a), such Borrower shall have the right,
so long as no Event of Default has occurred and is then continuing, upon giving
notice to the Administrative Agent and such Bank in accordance with subsection
2.6, to prepay in full the Loans of such Bank, together with accrued interest
thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14,
2.15 and 2.17 and any accrued and unpaid facility fee or other amount payable to
such Bank hereunder and/or, upon giving not less than three Business Days'
notice to any such Bank and the Administrative Agent, to cancel the whole or
part of the Commitment of any such Bank; provided, further, that such Borrower
                                         --------  -------
shall not be obligated to pay any Bank any additional amount pursuant to this
subsection 2.13(a) (A) which constitutes a present or future income, stamp or
other tax, levy, impost, duty, charge, fee, deduction or withholding referred to
in subsection 2.17(a) or (B) as a result of any law, rule, guideline,
regulation, request or directive regarding capital adequacy referred to in
subsection 2.13(b). A certificate of such Bank as to the

                                       24
<PAGE>

amount of such increased costs or reduction shall set forth in reasonable detail
the computation of such increased costs or reduction, and shall be binding and
conclusive in the absence of manifest error. A Bank which demands
indemnification hereunder as a result of an increased cost or reduction referred
to herein shall deliver the certificate referred to above to the relevant
Borrower demanding indemnification no later than the later of (y) the thirtieth
day immediately following each payment or realization by such Bank of such
increased cost or reduction (and such certificate shall certify that the amounts
set forth therein were paid or realized within such thirty-day period) and (z)
the thirtieth day immediately following such Bank's knowledge of the incurrence
or realization by such Bank of such increased cost or reduction (and such
certificate shall so certify).

          (b)   In the event that any Bank shall have determined that the
adoption after the date hereof of any law, rule, guideline or regulation
regarding capital adequacy, or any change after the date hereof in any existing
or future law, rule, guideline or regulation regarding capital adequacy
(excluding, however, the phasing-in of any existing law, rule, regulation or
guideline regarding capital adequacy) or in the interpretation or application
thereof or compliance by such Bank or any corporation controlling such Bank with
any request or directive made or adopted after the date hereof regarding capital
adequacy (whether or not having the force of law) from any central bank or
Governmental Authority, does or shall have the effect of reducing the rate of
return on such Bank's or such corporation's capital as a consequence of its
obligations hereunder to a level below that which such Bank or such corporation
could have achieved but for such adoption, change or compliance (taking into
consideration such Bank's or such corporation's policies with respect to capital
adequacy) by an amount deemed by such Bank to be material, then from time to
time, within 30 days after receipt (whenever occurring) of a certificate from
such Bank (which shall be executed by an officer thereof and a copy of which
shall be delivered to the Administrative Agent), the Borrowers jointly and
severally agree to pay to such Bank such additional amounts as are stated
therein to be required to compensate it for such reduction; provided, however,
                                                            --------  -------
that if such Borrower becomes obligated to pay any Bank any additional amount
pursuant to this subsection 2.13(b), such Borrower shall have the right, so long
as no Event of Default has occurred and is then continuing, upon giving notice
to the Administrative Agent and such Bank in accordance with subsection 2.6, to
prepay in full the Loans of such Bank, together with accrued interest thereon,
any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any
accrued and unpaid facility fee or other amounts payable to it hereunder and/or,
upon giving not less than three Business Days' notice to any such Bank and the
Administrative Agent, to cancel the whole or part of the Commitment of any such
Bank. A certificate of such Bank as to the amount of such reduction shall set
forth in reasonable detail the computation of such reduction, and shall be
binding and conclusive in the absence of manifest error. A Bank which demands
indemnification hereunder as a result of a reduction referred to herein shall
deliver the certificate referred to above to the relevant Borrower demanding
indemnification no later than the later of (i) the thirtieth day immediately
following each realization by such Bank of such reduction (and such certificate
shall certify that the amounts set forth therein were realized within such
thirty-day period) and (ii) the thirtieth day immediately following such Bank's
knowledge of the realization by such Bank of such reduction (and such
certificate shall so certify).

                  (c) Each Borrower shall pay to each Bank that delivers a
certificate to such Borrower in accordance with the second and third following
sentences such amounts as shall be

                                       25
<PAGE>

necessary to reimburse such Bank for the costs (determined in accordance with
the immediately following sentence), if any, incurred by such Bank, as a result
of the application to such Bank during any period on which there are outstanding
Eurodollar Loans advanced by such Bank to such Borrower of basic, supplemental,
marginal and emergency reserves under any regulations of the Board of Governors
of the Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as "Eurocurrency liabilities" in
Regulation D of such Board) maintained by a member bank of such System (any such
reserves dealing with reserve requirements prescribed for eurocurrency funding
being referred to as "Reserves"), such amount to be set forth in a certificate
                      --------
of such Bank delivered to the relevant Borrower; provided, however, that if a
                                                 --------  -------
Bank gives to a Borrower the written notice contemplated by the proviso set
forth in the second following sentence, such Borrower shall have the right, so
long as no Event of Default has occurred and is then continuing, upon giving
notice to the Administrative Agent and such Bank in accordance with subsection
2.6, to prepay in full the Loans of such Bank, together with accrued interest
thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17
and any accrued and unpaid facility fee or other amounts payable to it hereunder
and/or upon giving not less than three Working Days' notice to such Bank and the
Administrative Agent, to cancel the whole or part of the Commitment of any such
Bank. Amounts certified by a Bank hereunder for any period shall represent such
Bank's calculation or, if an accurate calculation is impracticable, reasonable
estimate (using such reasonable means of allocation as such Bank shall
determine) of the actual costs, if any, theretofore incurred by such Bank as a
result of the application of Reserves to Eurocurrency liabilities (as referred
to in Regulation D referred to above) of such Bank in an amount equal to such
Bank's Eurodollar Loans during such period and in any event shall not exceed the
amount obtainable utilizing the maximum Reserves prescribed by the Board of
Governors of the Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto for such period. Such payment shall be made
within fifteen days after receipt by the relevant Borrower of a certificate,
signed by an officer of the Bank delivering such certificate, which certificate
shall be binding and conclusive in the absence of demonstrable error, specifying
the period (prior to the date of such certificate) during which the cost set
forth therein was incurred by such Bank and stating (i) that such amount
represents the actual cost, or, if an accurate calculation of such cost is
impracticable stating that such amount represents such Bank's reasonable
estimate of the actual cost, incurred by such Bank during such period as a
result of the application of Reserves to Eurocurrency liabilities of such Bank
in an amount equal to such Bank's Eurodollar Loans during such period and
specified in such certificate and (ii) that the amount set forth therein does
not in any event exceed the amount obtainable utilizing the maximum Reserves
prescribed for such period by the Board of Governors of the Federal Reserve
System or such other Governmental Authority having jurisdiction with respect
thereto; provided that the obligation of the Borrowers to pay any amounts
         --------
pursuant to this subsection 2.13(c) shall apply only in the case of those Banks
that give to the relevant Borrower and the Administrative Agent, no later than
3:00 P.M. (New York City time) on the day that is two Working Days prior to the
applicable Borrowing Date therefor, a written notice stating that such Bank
intends to demand reimbursement pursuant hereto. A Bank which demands
reimbursement of Reserve costs hereunder on account of a Eurodollar Loan made by
such Bank shall deliver the certificate referred to in the preceding sentence to
the relevant Borrower setting forth the items specified in

                                       26
<PAGE>

clauses (i) and (ii) of the preceding sentence no later than the thirtieth day
immediately following the last day of the Interest Period applicable to such
Eurodollar Loan.

          (d)   The obligations of the parties under this subsection 2.13 shall
survive termination of this Agreement and payment of the Loans.

          2.14. Indemnity.  Each Borrower agrees to indemnify each Bank and to
                ---------
hold each Bank harmless from any loss or expense which such Bank may sustain or
incur as a consequence of (a) default by such Borrower in payment of the
principal amount of or interest on any Loan by such Bank, including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Bank to lenders of funds obtained by it in order to maintain its Loans
hereunder, (b) default by such Borrower in making a borrowing, conversion or
continuance after such Borrower has given a notice in accordance with subsection
2.1, 2.2 or 2.9, (c) default by such Borrower in making any prepayment after
such Borrower has given a notice in accordance with subsection 2.5 or 2.6 or (d)
the making by such Borrower of a prepayment of a Committed Rate Loan (other than
an ABR Loan), a Bid Loan or, to the extent agreed to by the relevant Borrower
and the relevant Bank with respect to a Negotiated Rate Loan, a Negotiated Rate
Loan on a day which is not the last day of an Interest Period with respect
thereto (with respect to Committed Rate Loans) or the maturity date therefor
(with respect to Bid Loans) or any agreed date (with respect to Negotiated Rate
Loans), including, but not limited to, any such loss or expense arising from
interest or fees payable by such Bank to lenders of funds obtained by it in
order to maintain its Loans hereunder. This covenant shall survive termination
of this Agreement and payment of the outstanding Loans. A certificate as to any
amount payable pursuant to the foregoing shall be submitted by such Bank (and
executed by an officer thereof) to the relevant Borrower, setting forth the
computation of such amounts in reasonable detail, and shall be conclusive in the
absence of manifest error.

          2.15. Non-Receipt of Funds by the Administrative Agent. With respect
                ------------------------------------------------
to all Loans except Negotiated Rate Loans, unless the Administrative Agent shall
have been notified by the relevant Borrower prior to the date on which any
payment is due from it hereunder (which notice shall be effective upon receipt)
that such Borrower does not intend to make such payment, the Administrative
Agent may assume that such Borrower has made such payment when due, and the
Administrative Agent may in reliance upon such assumption (but shall not be
required to) make available to each Bank on such payment date an amount equal to
the portion of such assumed payment to which such Bank is entitled hereunder,
and if such Borrower has not in fact made such payment to the Administrative
Agent, such Bank shall, on demand, repay to the Administrative Agent the amount
made available to such Bank together with interest thereon in respect of each
day during the period commencing on the date such amount was made available to
such Bank and ending on (but excluding) the date such Bank repays such amount to
the Administrative Agent, at a rate per annum equal to the Administrative
Agent's cost of obtaining overnight funds in the federal funds market in New
York on each such day. A certificate of the Administrative Agent submitted to
the relevant Bank with respect to any amount owing under this subsection 2.15
shall be conclusive absent manifest error.

          2.16. Extension of Termination Date. (a) Not less than 60 days and not
                -----------------------------
more than 90 days prior to the Termination Date then in effect, provided that no
Event of Default shall have occurred and be continuing, the Borrowers may
request an extension of such Termination

                                       27
<PAGE>

Date by submitting to the Administrative Agent an Extension Request containing
the information in respect of such extension specified in Exhibit I, which the
Administrative Agent shall promptly furnish to each Bank. Each Bank shall, not
less than 30 days and not more than 60 days prior to the Termination Date then
in effect, notify the Borrowers and the Administrative Agent of its election to
extend or not extend the Termination Date as requested in such Extension
Request. Notwithstanding any provision of this Agreement to the contrary, any
notice by any Bank of its willingness to extend the Termination Date shall be
revocable by such Bank in its sole and absolute discretion at any time prior to
the date which is 30 days prior to the Termination Date then in effect. If the
Required Banks shall approve in writing the extension of the Termination Date
requested in such Extension Request, the Termination Date shall automatically
and without any further action by any Person be extended for the period
specified in such Extension Request; provided that (i) each extension pursuant
                                     --------
to this subsection 2.16 shall be for a maximum of 364 days and (ii) the
Commitment of any Bank which does not consent in writing to such extension not
less than 30 days and not more than 60 days prior to the Termination Date then
in effect (an "Objecting Bank") shall, unless earlier terminated in accordance
               --------------
with this Agreement, expire on the Termination Date in effect on the date of
such Extension Request (such Termination Date, if any, referred to as the
"Commitment Expiration Date" with respect to such Objecting Bank). If, not less
 --------------------------
than 30 days and not more than 60 days prior to the Termination Date then in
effect, the Required Banks shall not approve in writing the extension of the
Termination Date requested in an Extension Request, the Termination Date shall
not be extended pursuant to such Extension Request. The Administrative Agent
shall promptly notify (y) the Banks and the Borrowers of any extension of the
Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any
other Bank of any Bank which becomes an Objecting Bank.

          (b)   Committed Rate Loans owing to any Objecting Bank on the
Commitment Expiration Date with respect to such Bank shall be repaid in full on
or before the date which is two years after such Commitment Expiration Date.

          (c)   The Borrowers shall have the right, so long as no Event of
Default has occurred and is then continuing, upon giving notice to the
Administrative Agent and the Objecting Banks in accordance with subsection 2.6,
to prepay in full the Committed Rate Loans of the Objecting Banks, together with
accrued interest thereon, any amounts payable pursuant to subsections 2.13,
2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amounts
payable to it hereunder and/or, upon giving not less than three Working Days'
notice to the Objecting Banks and the Administrative Agent, to cancel the whole
or part of the Commitments of the Objecting Banks.

          2.17. Foreign Taxes. (a) All payments made under this Agreement shall
                -------------
be made without set-off or counterclaim and free and clear of, and without
reduction for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions, withholdings or
restrictions or conditions of any nature whatsoever, now or hereafter imposed,
levied, collected, withheld or assessed by any country (or by any political
subdivision or taxing authority thereof or therein) from or through which any
amount is paid under this Agreement excluding, in the case of each Bank, (i)
income and franchise taxes (including, without limitation, branch taxes imposed
by the United States or similar taxes imposed by a political subdivision or
taxing authority thereof or therein but excluding, in the

                                       28
<PAGE>

case of any Bank not organized under the laws of the United States, any taxes
imposed by the United States by means of withholding at the source), (ii) in the
case of any Bank not organized under the laws of the United States, any taxes
imposed by the United States by means of withholding at the source unless such
Bank has provided the Company, the Capital Corporation and the Administrative
Agent with the documents it is required to provide to them under subsection
2.17(c) and (iii) taxes that would not have been imposed on such Bank but for
the existence of a connection between such Bank and the jurisdiction imposing
such taxes (other than a connection arising principally by virtue of this
Agreement) (such non-excluded taxes being called "Foreign Taxes"). If any
                                                  -------------
Foreign Taxes are required to be withheld from any amounts so payable to any
Bank hereunder, the amounts so payable to such Bank shall be increased to the
extent necessary to yield to such Bank (after payment of all Foreign Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement. Whenever any Foreign Taxes are payable by
the Company or the Capital Corporation, as the case may be, as promptly as
possible thereafter the Company or the Capital Corporation, as the case may be,
shall send to the Administrative Agent, for the account of the affected Bank, a
certified copy of the original official receipt, if any, received by the Company
or the Capital Corporation, as the case may be, showing payment thereof. If the
Company or the Capital Corporation, as the case may be, fails to pay any Foreign
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent, for the account of the affected Banks, the required
receipts or other required documentary evidence, the Company or the Capital
Corporation, as the case may be, shall indemnify such Banks for any incremental
taxes, interest or penalties that may become payable by such Banks as a result
of any such failure.

          (b)   If a Borrower is required by this subsection 2.17 to make a
payment to or in respect of any Bank, such Borrower shall have the right, so
long as no Event of Default has occurred and is then continuing, upon giving
notice to the Administrative Agent and such Bank in accordance with subsection
2.6, to prepay in full the Loans of such Bank, together with accrued interest
thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17
and any accrued and unpaid facility fee or other amounts payable to it hereunder
and/or on giving not less than three Business Days' notice to any such Bank and
the Administrative Agent, to cancel the whole or part of the Commitment of such
Bank.

          (c)   At least two Business Days prior to the first Borrowing Date or,
if such date does not occur within thirty days after the Closing Date, by the
end of such thirty-day period, each Bank agrees that it will deliver to each
Borrower and the Administrative Agent (i) either (A) a statement that it is
incorporated under the laws of the United States or a state thereof or (B) if it
is not so incorporated, a letter in duplicate in the form of Exhibit J or
Exhibit K, as appropriate, and two duly completed copies of United States
Internal Revenue Service Form 4224 or 1001 or successor applicable form, as the
case may be, certifying in each case that such Bank is entitled to receive
payment under this Agreement without deduction or withholding of any United
States Federal income taxes, and (ii) Internal Revenue Service Form W-8 or W-9,
or successor applicable form, as the case may be, to establish an exemption from
United States backup withholding tax. Each Bank agrees (for the benefit of the
Administrative Agent and the Borrowers) to provide the Administrative Agent and
the Borrowers a new letter and Form 4224 or 1001 and Form W-8 or W-9, or
successor applicable form or other manner of certification, on or before the
date that any such letter or form expires or becomes obsolete or after the
occurrence

                                       29
<PAGE>

of any event requiring a change in the most recent letter or form previously
delivered by it, certifying in the case of a Form 1001 or 4224 that such Bank is
entitled to receive payments under this Agreement without deduction or
withholding of any United States Federal income tax, and in the case of a Form
W-8 or W-9 establishing exemption from United States backup withholding tax. The
Administrative Agent shall not be responsible for obtaining such documentation
from any Bank other than Chase.

          (d)   The Company and the Capital Corporation shall not be required to
make payments on account of United States withholding taxes to any Bank under
the second sentence of subsection 2.17(a) to the extent that such taxes could
have been avoided had such Bank complied with a reasonable request by the
Company, the Capital Corporation or the Administrative Agent for the forms or
documents referred to in subsection 2.17(c).

          (e)   To the extent that, as determined by any Bank in its sole
discretion and without any obligation to disclose its tax records, Foreign Taxes
have been irrevocably utilized by such Bank (either as credits or deductions) to
reduce its tax liabilities and such utilization is consistent with its overall
tax policies, such Bank shall pay to the Company or the Capital Corporation, as
the case may be, an amount equal to such reduction obtained to the extent of
such increased amounts paid by the Company or the Capital Corporation to such
Bank as aforesaid.

          (f)   The obligations of the parties under this subsection 2.17 shall
survive termination of this Agreement and payment of the Loans.

          2.18. Confirmations. The Administrative Agent shall, within 15 days
                -------------
following the last day of each calendar quarter (each such period being a
"Report Period"), furnish to the Borrowers a written account with respect to all
 -------------
amounts outstanding under the Loan Accounts as at the last day of such Report
Period, including an accounting setting forth, for such Report Period the
amounts of principal, interest and other sums paid and payable hereunder. The
Borrowers shall, within 15 days following receipt of such written account,
notify the Administrative Agent of any discrepancies between such written
account and the Borrowers' records or, if no such discrepancies exist, furnish
written confirmation to the Administrative Agent of the accuracy of such written
account. Upon any Bank's request, the Administrative Agent shall furnish to each
Bank a copy of such written account together with the Borrowers' response
thereto.

          2.19. Replacement of Cancelled Banks. The Borrowers may designate one
                ------------------------------
or more financial institutions to act as a Bank hereunder in place of any
Cancelled Bank, and upon the Borrowers, each such financial institution and the
Administrative Agent executing a writing substantially in the form of Exhibit L,
such financial institution shall become and be a Bank hereunder with all the
rights and obligations it would have had if it had been named on the signature
pages hereof, and having for all such financial institutions an aggregate
Commitment no greater than the whole, or such cancelled part, of the Commitment
of the Cancelled Bank in place of which such financial institutions were
designated; provided, however, that all rights and obligations of such Cancelled
            --------  -------
Bank relating to the Loans made by such Cancelled Bank that are outstanding on
the date of such cancellation shall be the rights and obligations of such
Cancelled Bank and not of any such financial institution. The Administrative
Agent shall execute any such

                                       30
<PAGE>

writing presented to it and shall notify the Banks of the execution thereof, the
name of the financial institution executing such writing and the amount of its
Commitment.

          2.20  Commitment Increases. (a) At any time after the Closing Date,
                --------------------
provided that no Event of Default shall have occurred and be continuing, the
--------
Borrowers may request an increase of the aggregate Commitments by notice to the
Administrative Agent in writing of the amount (the "Offered Increase Amount") of
                                                    -----------------------
such proposed increase (such notice, a "Commitment Increase Notice"). Any such
                                        --------------------------
Commitment Increase Notice must offer each Bank the opportunity to subscribe for
its pro rata share of the increased Commitments; provided, however, the
                                                 --------  -------
Borrowers may, with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld or delayed), without offering to each Bank the
opportunity to subscribe for its pro rata share of the increased Commitments,
offer to any bank or other financial institution that is not an existing Bank
the opportunity to provide a new Commitment pursuant to paragraph (b) below if
the aggregate amount of all Commitments made hereunder pursuant to this proviso
which will be in effect when such new Commitment becomes effective does not
exceed $750,000,000 subject to subsection 2.20(f). If any portion of the
increased Commitments offered to the Banks as contemplated in the immediately
preceding sentence is not subscribed for by the Banks, the Borrowers may, with
the consent of the Administrative Agent as to any bank or financial institution
that is not at such time a Bank (which consent shall not be unreasonably
withheld or delayed), offer to any existing Bank or to one or more additional
banks or financial institutions the opportunity to provide all or a portion of
such unsubscribed portion of the increased Commitments pursuant to paragraph (b)
below.

          (b)   Any additional bank or financial institution that the Borrowers
select to offer the opportunity to provide any portion of the increased
Commitments, and that elects to become a party to this Agreement and provide a
Commitment, shall execute a New Bank Supplement with the Borrowers and the
Administrative Agent, substantially in the form of Exhibit N (a "New Bank
                                                                 --------
Supplement"), whereupon such bank or financial institution (a "New Bank") shall
----------                                                     --------
become a Bank for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this Agreement, and
Schedule II shall be deemed to be amended to add the name and Commitment of such
New Bank, provided that the Commitment of any such New Bank shall be in an
          --------
amount not less than $10,000,000.

          (c)   Any Bank that accepts an offer to it by the Borrowers to
increase its Commitment pursuant to this subsection 2.20 shall, in each case,
execute a Commitment Increase Supplement with the Borrowers and the
Administrative Agent, substantially in the form of Exhibit O (a "Commitment
                                                                 ----------
Increase Supplement"), whereupon such Bank (an "Increasing Bank") shall be bound
-------------------                             ---------------
by and entitled to the benefits of this Agreement with respect to the full
amount of its Commitment as so increased, and Schedule II shall be deemed to be
amended to so increase the Commitment of such Bank.

          (d)   The effectiveness of any New Bank Supplement or Commitment
Increase Supplement shall be contingent upon receipt by the Administrative Agent
of such corporate resolutions of the Borrowers and legal opinions of counsel to
the Borrowers as the Administrative Agent shall reasonably request with respect
thereto.

                                       31
<PAGE>

          (e)   (i) Except as otherwise provided in subparagraphs (ii) and (iii)
of this paragraph (e), if any bank or financial institution becomes a New Bank
pursuant to subsection 2.20(b) or any Bank's Commitment is increased pursuant to
subsection 2.20(c), additional Committed Rate Loans made on or after the date of
the effectiveness thereof (the "Re-Allocation Date") shall be made in accordance
                                ------------------
with the pro rata provisions of subsection 2.12(b) based on the Commitment
Percentages in effect on and after such Re-Allocation Date (except to the extent
that any such pro rata borrowings would result in any Bank making an aggregate
principal amount of Committed Rate Loans in excess of its Commitment, in which
case such excess amount will be allocated to, and made by, the relevant New
Banks and Increasing Banks to the extent of, and in accordance with the pro rata
provisions of subsection 2.12(b) based on, their respective Commitments). On
each Re-Allocation Date, the Administrative Agent shall deliver a notice to each
Bank of the adjusted Commitment Percentages after giving effect to any increase
in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-
Allocation Date.

                (ii)   In the event that on any such Re-Allocation Date there is
an unpaid principal amount of ABR Loans, the applicable Borrower shall make
prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans
and/or Eurodollar Loans, as the applicable Borrower shall determine, so that,
after giving effect thereto, the ABR Loans and Eurodollar Loans outstanding are
held as nearly as may be in accordance with the pro rata provisions of
subsection 2.12(b) based on such new Commitment Percentages.

                (iii)  In the event that on any such Re-Allocation Date there is
an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall
remain outstanding with the respective holders thereof until the expiration of
their respective Interest Periods (unless the applicable Borrower elects to
prepay any thereof in accordance with the applicable provisions of this
Agreement), and on the last day of the respective Interest Periods the
applicable Borrower shall make prepayments thereof and one or both Borrowers
shall make borrowings of ABR Loans and/or Eurodollar Loans so that, after giving
effect thereto, the ABR Loans and Eurodollar Loans outstanding are held as
nearly as may be in accordance with the pro rata provisions of subsection
2.12(b) based on such new Commitment Percentages.

          (f)   Notwithstanding anything to the contrary in this subsection
2.20, (i) in no event shall any transaction effected pursuant to this subsection
2.20 cause the aggregate Commitments to exceed $3,000,000,000, (ii) the
Commitment of an individual Bank shall not, as a result of providing a new
Commitment or of increasing its existing Commitment pursuant to this subsection
2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and
(iii) no Bank shall have any obligation to increase its Commitment unless it
agrees to do so in its sole discretion.

          (g)   The Borrowers, at their own expense, shall execute and deliver
to the Administrative Agent in exchange for the surrendered Notes of any Bank,
if any, new Notes to the order of such Bank, if requested, in an amount equal to
the Commitment of such Bank after giving effect to any increase in such Bank's
Commitment.

                                       32
<PAGE>

          SECTION 3    REPRESENTATIONS AND WARRANTIES
                       ------------------------------

          Each Borrower hereby represents and warrants to the Administrative
Agent and to each Bank that:

          3.1.  Financial Condition. The consolidated balance sheet of such
                -------------------
Borrower and its consolidated Subsidiaries as at October 31, 2000 and the
related consolidated statements of income and of cash flow for the fiscal year
then ended (including the related schedules and notes) reported on by Deloitte &
Touche LLP, copies of which have heretofore been furnished to each Bank, fairly
present the consolidated financial condition of such Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and changes in financial position for the fiscal year then ended. All
such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with generally accepted accounting principles
in the United States of America applied consistently throughout the periods
involved (except as approved by such accountants or Responsible Officer, as the
case may be, and as disclosed therein).

          3.2.  Corporate Existence. Such Borrower is duly organized, validly
                -------------------
existing and in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority to own its properties
and to conduct the business in which it is currently engaged.

          3.3.  Corporate Power; Authorization; Enforceable Obligations. Such
                -------------------------------------------------------
Borrower has the corporate power and authority and the legal right to execute,
deliver and perform this Agreement and to borrow hereunder and has taken all
necessary corporate action to authorize its borrowings on the terms and
conditions of this Agreement and to authorize its execution, delivery and
performance of this Agreement. No consent or authorization of, filing with, or
other act by or in respect of, any Governmental Authority, is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement other than any such
consents, authorizations, filings or acts as have been obtained, taken or made
and are in full force and effect. This Agreement has been duly executed and
delivered on behalf of such Borrower, and this Agreement constitutes a legal,
valid and binding obligation of such Borrower enforceable against such Borrower
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general equity
principles (whether enforcement is sought by proceedings in equity or at law).

          3.4.  No Legal Bar. The execution, delivery and performance of this
                ------------
Agreement, the borrowings hereunder and the use of the proceeds thereof, will
not violate any Requirement of Law or any Contractual Obligation of such
Borrower, and will not result in, or require, the creation or imposition of any
lien on any of its properties or revenues pursuant to any Requirement of Law or
Contractual Obligation.

          3.5.  No Material Litigation.  No litigation, investigation or
                ----------------------
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of such Borrower, threatened by or against such Borrower or any
of its Subsidiaries or against any of its

                                       33
<PAGE>

or their respective properties or revenues except actions, suits or proceedings
which will not materially adversely affect the ability of such Borrower to
perform its obligations hereunder. All of the defaults, if any, of such Borrower
or any of its Subsidiaries with respect to any order of any Governmental
Authority do not, and will not collectively, have a material adverse effect on
the business, operations, property or financial or other condition of such
Borrower and its Subsidiaries taken as a whole.

          3.6.  Taxes. Each of such Borrower and its Subsidiaries has filed or
                -----
caused to be filed all tax returns which, to the knowledge of such Borrower, are
required to be filed (except where the failure to file such tax returns would
not have a material adverse effect on the business, operations, property or
financial or other condition of such Borrower and its Subsidiaries taken as a
whole), and has paid all taxes shown to be due and payable on said returns or on
any assessments made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any Governmental
Authority (other than assessments, taxes, fees and other charges the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of such Borrower or its Subsidiaries, as the case may be).

          3.7.  Margin Regulations. No part of the proceeds of any Loan
                ------------------
hereunder will be used for any purpose which violates the provisions of
Regulation U of the Board of Governors of the Federal Reserve System as now and
from time to time hereafter in effect.

          3.8.  Pari Passu Ranking. The indebtedness of such Borrower under its
                ------------------
Loans and all other amounts due hereunder ranks at least pari passu with all
present and future unsecured senior indebtedness of such Borrower (other than
indebtedness preferred by law).

          3.9.  No Defaults. No "Event of Default" or similar event, or event
                -----------
which, with the lapse of time or the giving of notice, or both, would constitute
such an Event of Default or similar event, has occurred and is continuing
hereunder or under any material bond, debenture, note or other evidence of
indebtedness, or in any material mortgage, deed of trust, indenture or loan
agreement, of such Borrower.

          3.10. Use of Proceeds. The proceeds of the Loans will be used by such
                ---------------
Borrower for its general corporate purposes, which shall include, but shall not
be limited to, any purchase or other acquisition of all or a portion of the debt
or stock or other evidences of ownership of such Borrower or the assets or stock
or other evidences of ownership of any other Person or Persons.

          SECTION 4    CONDITIONS PRECEDENT
                       --------------------

          4.1.  Conditions to Initial Loan. The obligation of each Bank to make
                --------------------------
its initial Loan hereunder is subject to the satisfaction of the following
conditions precedent:

          (a)   Counterparts. The Administrative Agent shall have received
                ------------
     counterparts hereof, executed by all of the parties hereto.

                                       34
<PAGE>

          (b)   Resolutions. The Administrative Agent shall have received, with
                -----------
     a counterpart for each Bank, resolutions, certified by the Secretary or an
     Assistant Secretary of each Borrower, in form and substance satisfactory to
     the Administrative Agent, adopted by the Board of Directors of such
     Borrower authorizing the execution of this Agreement and the performance of
     its obligations hereunder and any borrowings hereunder from time to time.

          (c)   Legal Opinions. The Administrative Agent shall have received,
                --------------
     with a counterpart for each Bank, an opinion of James R. Jenkins, Esq., or
     his successor as General Counsel of the Company, or an associate general
     counsel of the Company, dated the Closing Date and addressed to the Agents
     and the Banks, substantially in the form of Exhibit G, and an opinion of
     Shearman & Sterling, special counsel to the Borrowers, dated the Closing
     Date and addressed to the Agents and the Banks, substantially in the form
     of Exhibit H. Such opinions shall also cover such other matters incident to
     the transactions contemplated by this Agreement as the Administrative Agent
     shall reasonably require.

          (d)   Incumbency Certificate. The Administrative Agent shall have
                ----------------------
     received, with a counterpart for each Bank, a certificate of the Secretary
     or an Assistant Secretary of each Borrower certifying the names and true
     signatures of the officers of such Borrower authorized to sign this
     Agreement, together with evidence of the incumbency of such Secretary or
     Assistant Secretary.

          (e)   Termination of Existing Credit Agreements. The Administrative
                -----------------------------------------
     Agent shall have received evidence satisfactory to it that the commitment
     of each financial institution to make loans pursuant to (i) the
     $2,250,000,000 364-Day Credit Agreement, dated as of February 22, 2000, as
     supplemented, among the Borrowers, the lenders parties thereto, The Chase
     Manhattan Bank, as Administrative Agent, Bank of America, N.A. and Bank
     One, NA, as Documentation Agents, Deutsche Bank AG New York Branch, as
     Syndication Agent, and the Managing Agents and the Co-Agents named therein,
     and (ii) the $2,250,000,000 Five-Year Credit Agreement, dated as of
     February 22, 2000, as supplemented, among the Borrowers, the lenders
     parties thereto, The Chase Manhattan Bank, as Administrative Agent, Bank of
     America, N.A. and Bank One, NA, as Documentation Agents, Deutsche Bank AG
     New York Branch, as Syndication Agent, and the Managing Agents and the Co-
     Agents named therein, shall have been terminated in full and the
     outstanding principal amount of the indebtedness thereunder and all other
     amounts owing to any bank thereunder shall have been repaid or paid by the
     Borrowers.

          (f)   Fees. The Administrative Agent shall have received, for the
                ----
     accounts of the Banks and the Administrative Agent, and each Agent shall
     have received, for the account of such Agent, all accrued fees and expenses
     owing hereunder or in connection herewith to the Banks and the Agents to be
     received on the Closing Date.

          (g)   Additional Matters. All other documents which the Administrative
                ------------------
     Agent may reasonably request in connection with the transactions
     contemplated by this

                                       35
<PAGE>

     Agreement shall be reasonably satisfactory in form and substance to the
     Administrative Agent and its counsel.

          4.2.  Conditions to All Loans. The obligation of each Bank to make
                -----------------------
any Loan (which shall include the initial Loan to be made by it hereunder but
shall not include any Loan made pursuant to subsection 2.20(e)(ii) or (iii) if,
after the making of such Loan and the application of the proceeds thereof, the
aggregate outstanding principal amount of the Committed Rate Loans would not be
increased) to be made by it hereunder is subject to the satisfaction of the
following conditions precedent:

          (a)   Representations and Warranties. The representations and
                ------------------------------
     warranties made by the Borrowers herein or which are contained in any
     certificate, document or financial or other statement furnished by either
     Borrower at any time hereunder or in connection herewith (other than any
     representations and warranties which by the terms of such certificate,
     document or financial or other statement do not survive the execution of
     this Agreement) shall be correct on and as of the date of such Loan as if
     made on and as of such date except as such representations and warranties
     expressly relate to an earlier date.

          (b)   No Default or Event of Default. No Default or Event of Default
                ------------------------------
     shall have occurred and be continuing on such date or after giving effect
     to the Loans to be made on such date and the application of the proceeds
     thereof.

          (c)   Additional Conditions to Bid Loans. If such Loan is made
                ----------------------------------
     pursuant to subsection 2.2, all conditions set forth in subsection 2.2(f)
     shall have been satisfied.

          Each acceptance by either Borrower of a Loan shall constitute a
representation and warranty by the relevant Borrower as of the date of such Loan
that the applicable conditions in clauses (a), (b) and (c) of this subsection
4.2 have been satisfied.

          SECTION 5    AFFIRMATIVE COVENANTS
                       ---------------------

          Each of the Borrowers (except as otherwise specified) hereby agrees
that, so long as there is any obligation by any Bank to make Loans to it
hereunder, any Loan of such Borrower remains outstanding and unpaid or any other
amount is owing by such Borrower to any Bank or any Agent hereunder (unless the
Majority Banks shall otherwise consent in writing):

          5.1.  Financial Statements.  Such Borrower shall furnish to each Bank:
                --------------------

          (a)   as soon as available, but in any event within 120 days after the
     end of each fiscal year of such Borrower, a copy of the consolidated
     balance sheet of such Borrower and its consolidated Subsidiaries as at the
     end of such year and the related consolidated statements of income and of
     cash flow for such year, reported on by Deloitte & Touche LLP or other
     independent certified public accountants of nationally recognized standing;
     and

          (b)   as soon as available, but in any event not later than 60 days
     after the end of each of the first three quarterly periods of each fiscal
     year of such Borrower, the condensed unaudited consolidated balance sheet
     of such Borrower and its consolidated

                                       36
<PAGE>

     Subsidiaries as at the end of each such quarter and the related unaudited
     consolidated statement of income of such Borrower and its consolidated
     Subsidiaries for such quarterly period and the portion of the fiscal year
     through such date, certified by a Responsible Officer of such Borrower
     (subject to normal year-end audit adjustments);

all such financial statements to present fairly the consolidated financial
condition and results of operations of such Borrower and its consolidated
Subsidiaries and to be prepared in accordance with generally accepted accounting
principles in the United States of America applied consistently throughout the
periods reflected therein (except as approved by such accountants or officer, as
the case may be, and disclosed therein).

          5.2.  Certificates; Other Information. Such Borrower shall furnish to
                -------------------------------
each Bank:

          (a)   concurrently with the delivery of the financial statements
     referred to in subsections 5.1(a) and (b) above, a certificate of a
     Responsible Officer of such Borrower stating that (i) he has no knowledge
     of the occurrence and continuance of any Default or Event of Default except
     as specified in such certificate, in which case such certificate shall
     contain a description thereof and a statement of the steps, if any, which
     such Borrower is taking, or proposes to take, to cure the same and (ii) the
     financial statements delivered pursuant to subsection 5.1 would not be
     different if prepared in accordance with GAAP except as specified in such
     certificate; and

          (b)   promptly, such additional financial and other information as any
     Bank may from time to time reasonably request.

          5.3.  Company Indenture Documents. The Company shall,
                ---------------------------
contemporaneously with the delivery thereof to the Trustee, furnish to each Bank
a copy of any information, document or report required to be filed with the
Trustee pursuant to Section 7.03 of the indenture dated October 1, 1998 between
the Company and The Chase Manhattan Bank (National Association), as trustee.

          5.4.  Capital Corporation Indenture Documents. The Capital Corporation
                ---------------------------------------
shall, contemporaneously with the delivery thereof to the trustee, furnish to
each Bank a copy of any information, document or report required to be filed
with the Trustee pursuant to Section 7.03 of the indenture dated March 15, 1997,
between the Capital Corporation and The Bank of New York, as trustee.

          5.5   Notice of Default. Such Borrower shall promptly give notice to
                -----------------
the Administrative Agent of the occurrence of any Default or Event of Default,
which notice shall be given in writing as soon as possible, and in any event
within 10 days after a Responsible Officer of such Borrower obtains knowledge of
such occurrence, with a description of the steps being taken to remedy the same
(provided that such Borrower shall not be obligated to give notice of any
Default or Event of Default which is remedied prior to or within 10 days after a
Responsible Officer of such Borrower first acquires such knowledge). Upon
receipt of any such notice, the Administrative Agent shall promptly notify each
Bank thereof.

                                       37
<PAGE>

          5.6.  Ownership of Capital Corporation Stock. The Company shall
                --------------------------------------
continue to own, directly or through one or more wholly-owned Subsidiaries, free
and clear of any lien or other encumbrance, 51% of the voting stock of the
Capital Corporation; provided, however, that the Capital Corporation may merge
or consolidate with, or sell or convey substantially all of its assets to, the
Company as provided in subsection 7.4.

          5.7.  Employee Benefit Plans. The Company shall maintain, and cause
                ---------------------
each of its Subsidiaries to maintain, each Plan as to which it may have
liability, in compliance with all applicable requirements of law and
regulations.

          SECTION 6    NEGATIVE COVENANTS OF THE COMPANY
                       ---------------------------------

          The Company hereby agrees that, so long as there is any
obligation by any Bank to make Loans hereunder, any Loan remains outstanding and
unpaid or any other amount is owing to any Agent or any Bank hereunder, it shall
not, nor in the case of subsections 6.2 and 6.3 shall it permit any Restricted
Subsidiary to (unless the Majority Banks shall otherwise consent in writing):

          6.1.  Company May Consolidate,etc., Only on Certain Terms. Consolidate
                ---------------------------------------------------
with or merge with or into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person, unless:

          (a)   either the Company shall be the continuing corporation, or the
     corporation (if other than the Company) formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer the properties and assets of the Company substantially as an
     entirety shall expressly assume, by an assumption agreement, executed and
     delivered to the Administrative Agent, in form satisfactory to the Majority
     Banks, the due and punctual payment of the principal of and interest on the
     Loans to the Company and the performance of every covenant of this
     Agreement on the part of the Company to be performed or observed;

          (b)   immediately after giving effect to such transaction, no Default
     or Event of Default, shall have happened and be continuing;

          (c)   if as a result thereof any property or assets of the Company or
     a Restricted Subsidiary would become subject to any Mortgage not permitted
     by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance
     shall be effected with the first clause of subsection 6.2(a); and

          (d)   the Company and the successor Person have delivered to the
     Administrative Agent an officers' certificate signed by two Responsible
     Officers of the Company stating that such consolidation, merger, conveyance
     or transfer and such assumption agreement comply with this subsection 6.1
     and that all conditions precedent herein provided for relating to such
     transaction have been complied with.

          6.2.  Limitation on Liens. (a) Issue, incur, assume or guarantee any
                -------------------
debt (hereinafter in this subsection referred to as "Debt") secured by any
                                                     ----
mortgage, security interest, pledge, lien or other encumbrance (hereinafter
called "Mortgage" or "Mortgages") upon any
        --------      ---------

                                       38
<PAGE>

Important Property, or upon any shares of stock or indebtedness issued or
incurred by any Restricted Subsidiary (whether such Important Property, shares
of stock or indebtedness is now owned or hereafter acquired) without in any such
case effectively providing, concurrently with the issuance, incurrence,
assumption or guaranty of any such Debt, that the Loans and all other amounts
hereunder (together with, if the Company shall so determine, any other
indebtedness of or guaranty by the Company or such Restricted Subsidiary ranking
equally with the Loans then existing or thereafter created) shall be secured
equally and ratably with or prior to such Debt; provided, however, that the
                                                --------  -------
foregoing restrictions shall not apply to:

          (i)     Mortgages on any property acquired, constructed or improved by
     the Company or any Restricted Subsidiary after the date of this Agreement
     which are created or assumed contemporaneously with, or within 120 days
     after, such acquisition, construction or improvement to secure or provide
     for the payment of all or any part of the purchase price of such property
     or the cost of such construction or improvement incurred after the date of
     this Agreement, or (in addition to Mortgages contemplated by clauses (ii),
     (iii) and (iv) below) Mortgages on any property existing at the time of
     acquisition thereof; provided that such Mortgages shall not apply to any
                          --------
     Important Property theretofore owned by the Company or any Restricted
     Subsidiary other than, in the case of any such construction or improvement,
     any theretofore unimproved real property on which the property so
     constructed, or the improvement, is located;

          (ii)    Mortgages on any property, shares of stock, or indebtedness
     existing at the time of acquisition thereof from a corporation which is
     consolidated with or merged into, or substantially all of the assets of
     which are acquired by, the Company or a Restricted Subsidiary;

          (iii)   Mortgages on property of a corporation existing at the time
     such corporation becomes a Restricted Subsidiary;

          (iv)    Mortgages to secure Debt of a Restricted Subsidiary to the
     Company or to another Restricted Subsidiary;

          (v)     Mortgages in favor of the United States of America or any
     State thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof, to secure
     partial, progress, advance or other payments pursuant to any contract or
     statute or to secure any indebtedness incurred for the purpose of financing
     all or any part of the purchase price or the cost of constructing or
     improving the property subject to such Mortgages and Mortgages given to
     secure indebtedness incurred in connection with the financing of
     construction of pollution control facilities, the interest on which
     indebtedness is exempt from income taxes under the Code;

          (vi)  any deposit or pledge of assets (1) with any surety company or
     clerk of any court, or in escrow, as collateral in connection with, or in
     lieu of, any bond on appeal from any judgment or decree against the Company
     or a Restricted Subsidiary, or in connection with other proceedings or
     actions at law or in equity by or against the Company or a Restricted
     Subsidiary, or (2) as security for the performance of any contract or
     undertaking not directly related to the borrowing of money or the securing
     of

                                       39
<PAGE>

     indebtedness, if made in the ordinary course of business, or (3) with any
     governmental agency, which deposit or pledge is required or permitted to
     qualify the Company or a Restricted Subsidiary to conduct business, to
     maintain self-insurance, or to obtain the benefits of any law pertaining to
     worker's compensation, unemployment insurance, old age pensions, social
     security, or similar matters, or (4) made in the ordinary course of
     business to obtain the release of mechanics', workmen's, repairmen's,
     warehousemen's or similar liens, or the release of property in the
     possession of a common carrier;

          (vii)   Mortgages existing on property acquired by the Company or a
     Restricted Subsidiary through the exercise of rights arising out of
     defaults on receivables acquired in the ordinary course of business;

          (viii)  judgment liens, so long as the finality of such judgment is
     being contested in good faith and execution thereon is stayed;

          (ix)    Mortgages for the sole purpose of extending, renewing or
     replacing in whole or in part Debt secured by any Mortgage referred to in
     the foregoing clauses (i) to (viii), inclusive, or in this clause (ix),
     provided, however, that the principal amount of Debt secured thereby shall
     not exceed the principal amount of Debt so secured at the time of such
     extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or a part of the property which secured
     the Mortgage so extended, renewed or replaced (plus improvements on such
     property);

          (x)     liens for taxes or assessments or governmental charges or
     levies not yet due or delinquent, or which can thereafter be paid without
     penalty, or which are being contested in good faith by appropriate
     proceedings; landlord's liens on property held under lease; and any other
     liens of a nature similar to those hereinabove described in this clause (x)
     which do not, in the opinion of the Company, materially impair the use of
     such property in the operation of the business of the Company or a
     Restricted Subsidiary or the value of such property for the purposes of
     such business;

          (xi)    Mortgages on Margin Stock owned by the Company and its
     Restricted Subsidiaries to the extent such Margin Stock so Mortgaged
     exceeds 25% of the fair market value of the sum of the Important Property
     of the Company and the Restricted Subsidiaries plus the shares of stock
     (including Margin Stock) and indebtedness issued or incurred by the
     Restricted Subsidiaries; and

          (xii)   Mortgages on any Important Property of, or any shares of stock
     or indebtedness issued or incurred by, any Restricted Subsidiary organized
     under the laws of Canada.

          (b)     (i) The provisions of subsection 6.2(a) shall not apply to the
issuance, incurrence, assumption or guarantee by the Company or any Restricted
Subsidiary of Debt secured by a Mortgage which would otherwise be subject to the
foregoing restrictions up to an aggregate amount which, together with the sum of
(A) all other Debt issued or incurred by the Company and its Restricted
Subsidiaries secured by Mortgages (other than Mortgages permitted by subsection
6.2(a)) which would otherwise be subject to the foregoing restrictions and (B)
the

                                       40
<PAGE>

Attributable Debt in respect of Sale and Lease-back Transactions in existence at
such time (other than Sale and Lease-back Transactions which, if the
Attributable Debt in respect of such Sale and Lease-back had been a Mortgage,
would have been permitted by clause (i) of subsection 6.2(a) and other than Sale
and Lease-back Transactions the proceeds of which have been applied in
accordance with subsection 6.3(b)) does not at the time exceed 5% of
Consolidated Net Worth, as shown on the audited consolidated balance sheet
contained in the latest annual report to stockholders of the Company.

                (ii)   For purposes of subsection 6.2(b)(i), the term
"Consolidated Net Worth" shall mean the aggregate of capital and surplus of the
 ----------------------
Company and its consolidated Subsidiaries, less minority interests in
Subsidiaries, determined in accordance with GAAP; and the term "Attributable
                                                                ------------
Debt" shall mean, as of any particular time, the present value, discounted at a
----
rate per annum equal to the interest rate set forth in the Company's 8-1/2%
Debentures Due 2022, compounded semi-annually, of the obligation of a lessee for
rental payments during the remaining term of any lease (including any period for
which such lease has been extended or may, at the option of the lessor, be
extended); the net amount of rent required to be paid for any such period shall
be the total amount of the rent payable by the lessee with respect to such
period, but may exclude amounts required to be paid on account of maintenance
and repairs, insurance, taxes, assessments, water rates and similar charges;
and, in the case of any lease which is terminable by the lessee upon the payment
of a penalty, such net amount shall also include the amount of such penalty, but
no rent shall be considered as required to be paid under such lease subsequent
to the first date upon which it may be so terminated.

          (c)   If, upon any consolidation or merger of any Restricted
Subsidiary with or into any other corporation, or upon any consolidation or
merger of any other corporation with or into the Company or any Restricted
Subsidiary or upon any sale or conveyance of the property of any Restricted
Subsidiary as an entirety or substantially as an entirety to any other Person,
or upon any acquisition by the Company or any Restricted Subsidiary by purchase
or otherwise of all or any part of the property of any other Person, any
Important Property theretofore owned by the Company or such Restricted
Subsidiary would thereupon become subject to any Mortgage not permitted by the
terms of subsection (a) or (b) of this subsection 6.2, the Company, prior to
such consolidation, merger, sale or conveyance, or acquisition, will, or will
cause such Restricted Subsidiary to, secure payment of the principal of and
interest on the Loans (equally and ratably with or prior to any other
indebtedness of the Company or such Subsidiary then entitled thereto) by a
direct lien on all such property prior to all liens other than any liens
theretofore existing thereon by an assumption agreement or otherwise.

          (d)   If at any time the Company or any Restricted Subsidiary shall
issue, incur, assume or guarantee any Debt secured by any Mortgage not permitted
by this subsection 6.2, to which the covenant in subsection 6.2(a) is
applicable, the Company will promptly deliver to the Administrative Agent (with
counterparts for each Bank):

          (i)   an officers' certificate signed by two Responsible Officers of
     the Company stating that the covenant of the Company contained in paragraph
     (a) or (c) of this subsection 6.2 has been complied with; and

                                       41
<PAGE>

          (ii)  an opinion of counsel satisfactory to the Administrative Agent
     to the effect that such covenant has been complied with, and that any
     instruments executed by the Company in the performance of such covenant
     comply with the requirements of such covenant.

          6.3.  Limitations on Sale and Lease-back Transactions. Enter into any
arrangement with any Person providing for the leasing to the Company or any
Restricted Subsidiary of any Important Property owned or hereafter acquired by
the Company or such Restricted Subsidiary (except for temporary leases for a
term, including any renewal thereof, of not more than three years and except for
leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), which Important Property has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such Person (herein referred to
as a "Sale and Lease-back Transaction") unless the net proceeds of such sale are
      -------------------------------
at least equal to the fair value (as determined by the Board of Directors of the
Company or such Restricted Subsidiary, as applicable) of such property and
either (a) the Company or such Restricted Subsidiary would be entitled, pursuant
to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur
Debt secured by a Mortgage on the Important Property to be leased without
equally and ratably securing the Loans, or (b) the Company shall, and in any
such case the Company covenants that it will, within 120 days of the effective
date of any such arrangement, apply an amount equal to the fair value (as so
determined) of such property to the reduction of the Commitments (to be
accompanied by prepayment of the Loans in accordance with subsection 2.6 to the
extent that the principal amount thereof outstanding prior to such prepayment
would exceed the Commitments as so reduced) or to the payment or other
retirement of funded debt for money borrowed, incurred or assumed by the Company
which ranks senior to or pari passu with the Loans or of funded debt for money
                         ---- -----
borrowed, incurred or assumed by any Restricted Subsidiary (other than, in
either case, funded debt owned by the Company or any Restricted Subsidiary). For
this purpose, funded debt means any Debt which by its terms matures at or is
extendable or renewable at the sole option of the obligor without requiring the
consent of the obligee to a date more than twelve months after the date of the
creation of such Debt.

          6.4.  Consolidated Tangible Net Worth. Permit Consolidated Tangible
                -------------------------------
Net Worth as at the end of any fiscal quarter of the Company and its
consolidated Subsidiaries (including the last quarter of any fiscal year of the
Company and its consolidated Subsidiaries) to be less than $500,000,000.

          SECTION 7    NEGATIVE COVENANTS OF THE CAPITAL CORPORATION
                       ---------------------------------------------

          The Capital Corporation hereby agrees that, so long as there is any
obligation by any Bank to make Loans to the Capital Corporation hereunder, any
Loan of the Capital Corporation remains outstanding and unpaid or any other
amount is owing by the Capital Corporation to any Bank or any Agent hereunder,
the Capital Corporation shall not, nor in the case of the agreements set forth
in subsection 7.3 shall it permit any of its Subsidiaries to, directly or
indirectly (unless the Majority Banks shall otherwise consent in writing):

                                       42
<PAGE>

          7.1.  Fixed Charges Ratio. Permit the ratio of Net Earnings Available
                -------------------
for Fixed Charges to Fixed Charges for any fiscal quarter of the Capital
Corporation and its consolidated Subsidiaries (including the last quarter of any
fiscal year of the Capital Corporation and its consolidated Subsidiaries) to be
less than 1.05 to 1.

          7.2.  Consolidated Senior Debt to Consolidated Capital Base. Permit
                -----------------------------------------------------
the ratio of Consolidated Senior Debt to Consolidated Capital Base as at the end
of any fiscal quarter of the Capital Corporation and its consolidated
Subsidiaries (including the end of any fiscal year of the Capital Corporation
and its consolidated Subsidiaries) to be more than 8 to 1.

          7.3.  Limitation on Liens. Issue, incur, assume or guarantee any Debt
                -------------------
secured by any Mortgage upon any of its property or assets, or any of the
property or assets of any of its Subsidiaries (whether any such property or
assets is now owned or hereafter acquired) without in any such case effectively
providing, concurrently with the issuance, incurrence, assumption or guaranty of
any such Debt, that the Loans and all other amounts hereunder (together with, if
the Capital Corporation shall so determine, any other indebtedness of or
guaranty by such Borrower or such Subsidiary ranking equally with the Loans then
existing or thereafter created) shall be secured equally and ratably with or
prior to such Debt; provided, however, that the foregoing restrictions shall not
                    --------  -------
apply to:

          (a)   Mortgages on fixed assets or other physical properties hereafter
acquired to secure all or part of the purchase price thereof or the acquiring
hereafter of such assets or properties subject to any existing lien or charge
securing indebtedness (whether or not assumed);

          (b)   easements, liens, franchises or other minor encumbrances on or
over any real property which do not materially detract from the value of such
property or its use in the business of the Capital Corporation or a Subsidiary
of the Capital Corporation;

          (c)   any deposit or pledge of assets (i) with any surety company or
clerk of any court, or in escrow, as collateral in connection with or in lieu
of, any bond on appeal from any judgment or decree against the Capital
Corporation or a Subsidiary of the Capital Corporation, or in connection with
other proceedings or actions at law or in equity by or against the Capital
Corporation or a Subsidiary of the Capital Corporation or (ii) as security for
the performance of any contract or undertaking not directly or indirectly
related to the borrowing of money or the securing of indebtedness, if made in
the ordinary course of business, or (iii) with any governmental agency, which
deposit or pledge is required or permitted to qualify the Capital Corporation or
a Subsidiary of the Capital Corporation to conduct business, to maintain self-
insurance, or to obtain the benefits of any law pertaining to workmen's
compensation, unemployment insurance, old age pensions, social security, or
similar matters, or (iv) made in the ordinary course of business to obtain the
release of mechanics', workmen's, repairmen's, warehousemen's or similar liens,
or the release of property in the possession of a common carrier;

          (d)   Mortgages by a Subsidiary as security for indebtedness owed to
the Capital Corporation;

                                       43
<PAGE>

          (e)   liens for taxes and governmental charges not yet due or
contested by appropriate proceedings in good faith;

          (f)   Mortgages existing on property acquired by the Capital
Corporation or a Subsidiary of the Capital Corporation through the exercise of
rights arising out of defaults on receivables acquired in the ordinary course of
business;

          (g)   judgment liens, so long as the finality of such judgment is
being contested in good faith and execution thereon is stayed;

          (h)   any Mortgage (other than directly or indirectly to secure
borrowed money) if, after giving effect thereto, the aggregate principal sums
secured by pledges or liens otherwise within the restrictions in clauses (a)
through (h) of this subsection 7.3 do not exceed $500,000;

          (i)   any transaction characterized as a sale of receivables (retail
or wholesale) but reflected as secured indebtedness on a balance sheet in
conformity with generally accepted accounting principles in the United States of
America; and

          (j)   Mortgages on Margin Stock owned by the Capital Corporation and
its Subsidiaries to the extent such Margin Stock exceeds 25% of the fair market
value of property and assets of the Capital Corporation and its Subsidiaries
(including Margin Stock).

          7.4.  Consolidation; Merger.  Merge or consolidate with, or sell or
                ---------------------
convey (other than a conveyance by way of lease) all or substantially all of its
assets to, any other corporation, unless (a) the Capital Corporation shall be
the surviving corporation in the case of a merger or the surviving, resulting or
transferee corporation (the "successor corporation") shall be a corporation
                             ---------------------
organized under the laws of the United States or any State thereof or the
District of Columbia and shall expressly assume the due and punctual performance
of all of the agreements, covenants and obligations of the Capital Corporation
under this Agreement by supplemental agreement satisfactory to the
Administrative Agent and executed and delivered to the Administrative Agent by
the successor corporation and (b) the Capital Corporation or such successor
corporation, as the case may be, shall not, immediately after such merger,
consolidation, sale or conveyance, be in default in the performance of any such
agreements, covenants or obligations; provided, however, that the Capital
                                      --------  -------
Corporation may merge or consolidate with, or sell or convey substantially all
of its assets to, the Company, if (i) the Company is the successor corporation
(as defined above) and (ii) subclause (b) above is complied with. Upon any such
merger, consolidation, sale or conveyance, the successor corporation shall
succeed to and be substituted for, and may exercise every right and power of and
shall be subject to all the obligations of, the Capital Corporation under this
Agreement, with the same effect as if the successor corporation had been named
as the Capital Corporation herein and therein.

          SECTION 8    EVENTS OF DEFAULT
                       ----------------

          Upon the occurrence and during the continuance of any of the following
     events:

          (a) Either Borrower shall fail to pay any principal of any Loan when
     due in accordance with the terms hereof or to pay any interest on any Loan,
     in each case within

                                       44
<PAGE>

     two Business Days after any such amount becomes due in accordance with the
     terms hereof or shall fail to pay any other amount payable hereunder within
     five Business Days after any such other amount becomes due in accordance
     with the terms thereof or hereof; or

          (b)   Any representation or warranty made or pursuant to subsection
     4.2 deemed made by either Borrower herein or which is contained in any
     material certificate, material document or material financial statement or
     other material statement furnished at any time under or in connection with
     this Agreement shall prove to have been incorrect in any material respect
     on or as of the date made or deemed made; or

          (c)   The Company shall default in the observance or performance of
     any agreement contained in subsection 5.6, 6.1 or 6.4, or the Capital
     Corporation shall default in the observance or performance of any agreement
     contained in subsections 7.1, 7.2 or 7.4; or

          (d)   Either Borrower shall default in the observance or performance
     of any agreement contained in this Agreement (other than those agreements
     referred to above in this Section 8), and such default shall continue
     unremedied for a period of 30 days after written notice thereof shall have
     been given to such Borrower by the Administrative Agent or any of the Banks
     through the Administrative Agent; or

          (e)   (i) Either Borrower or any of its Significant Subsidiaries shall
     default in any payment of principal of or interest on any indebtedness for
     borrowed money (other than the Loans) in a principal amount in excess of
     $30,000,000 in the aggregate, or any interest or premium thereon, when due
     (whether at scheduled maturity or by required prepayment, acceleration,
     demand or otherwise) and such failure shall continue beyond the period of
     grace, if any, provided in the instrument or agreement under which such
     indebtedness was created; or (ii) any other default (other than any default
     arising solely out of either Borrower's, or any of its Significant
     Subsidiaries', violation of any arrangement with any Bank, or any affiliate
     of any Bank, in any way restricting such Borrower's, or such Significant
     Subsidiary's, right or ability to sell, pledge or otherwise dispose of
     Margin Stock other than Restricted Margin Stock), or any other event that
     with notice or the lapse of time, or both, would constitute such a default,
     under any agreement or instrument relating to any such indebtedness for
     borrowed money (other than the Loans), shall occur and shall continue after
     the applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such default or event is to accelerate the
     maturity of such indebtedness; or (iii) any such indebtedness shall, by
     reason of default, be declared to be due and payable, or required to be
     prepaid, prior to the stated maturity thereof (unless such indebtedness is
     declared due and payable, or required to be prepaid, solely by reason of
     either Borrower's, or any of its Significant Subsidiaries', violation of
     any arrangement with any Bank, or any affiliate of any Bank, in any way
     restricting such Borrower's, or such Significant Subsidiary's, right or
     ability to sell, pledge or otherwise dispose of Margin Stock other than
     Restricted Margin Stock); or

          (f)   (i) Either Borrower or any of its Significant Subsidiaries shall
     commence any case, proceeding or other action (A) under any existing or
     future law of any

                                       45
<PAGE>

     jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
     reorganization or relief of debtors, seeking to have an order for relief
     entered with respect to it, or seeking to adjudicate it a bankrupt or
     insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
     liquidation, dissolution, composition or other relief with respect to it or
     its debts, or (B) seeking appointment of a receiver, trustee, custodian or
     other similar official for it or for all or any substantial part of its
     assets, or such Borrower or any of its Significant Subsidiaries shall make
     a general assignment for the benefit of its creditors; or (ii) there shall
     be commenced against either Borrower or any of its Significant Subsidiaries
     any case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of an order for relief or any such
     adjudication or appointment or (B) remains undismissed, undischarged or
     unbonded for a period of 90 days; or

          (g)   Any action is undertaken to terminate any Plan as to which
     either Borrower, or any Subsidiary of either Borrower, may have liability,
     or any such Plan is terminated or such Borrower or Subsidiary withdraws
     from such Plan, or any Reportable Event as to any such Plan shall occur,
     and there shall exist a deficiency in the assets available to satisfy the
     benefits guaranteeable under ERISA with respect to such Plan, in the
     aggregate for all such Plans with respect to which any of the foregoing
     shall have occurred in the immediately preceding 12 consecutive months, of
     more than 25% of the Consolidated Tangible Net Worth of such Borrower; or

          (h)   Any Person shall own beneficially, directly or indirectly, 30%
     or more of the common stock of the Company; or any Person shall have the
     power, direct or indirect, to vote securities having 30% or more of the
     ordinary voting power for the election of directors of the Company or shall
     own beneficially, directly or indirectly, securities having such power,
     provided that there shall not be included among the securities as to which
     --------
     any such Person has such power to vote or which such Person so owns
     securities owned by such Person as nominee for the direct or indirect
     beneficial owner thereof or securities as to which such power to vote
     arises by virtue of proxies solicited by the management of the Company;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (f) above, automatically the Commitments shall immediately
terminate and the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the Loans shall immediately become due
and payable, and (B) (1) if such event is any Event of Default specified in
paragraph (a) or (e), then with the consent of the Majority Banks, the
Administrative Agent may, or upon the request of the Majority Banks, the
Administrative Agent shall, or (2) if such Event is an Event of Default
specified in paragraph (b), (c), (d), (g) or (h), then with the consent of the
Required Banks, the Administrative Agent may, or upon the request of the
Required Banks, the Administrative Agent shall, take either or both of the
following actions: (i) by notice to the Borrowers, declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate; and
(ii) by notice of default to the Borrowers, declare the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement to be
due and payable forthwith, whereupon the same shall immediately become due and
payable. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived
with respect to this Agreement.

                                       46
<PAGE>

          SECTION 9    THE AGENTS
                       ----------

          9.1.  Appointment. (a) Each Bank hereby irrevocably designates and
                -----------
appoints Chase as the Administrative Agent of such Bank under this Agreement,
and each Bank hereby irrevocably authorizes Chase as the Administrative Agent
for such Bank, to take such action on its behalf under the provisions of this
Agreement and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement, together
with such other powers as are reasonably incidental thereto.

          (b)   Notwithstanding anything to the contrary contained in this
Agreement, the parties hereto hereby agree that neither the Syndication Agent,
the Documentation Agents, any Managing Agent nor any Co-Agent shall have any
rights, duties or responsibilities in such respective capacity nor shall any
such Person have the authority to take any action hereunder in its capacity as
such.

          (c)   Notwithstanding any provision to the contrary elsewhere in this
Agreement, no Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against any
Agent.

          9.2.  Delegation of Duties. Each Agent may execute any of its duties
                --------------------
under this Agreement by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
Each Agent shall not be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care.

          9.3.  Exculpatory Provisions. Neither any Agent nor any of their
                ----------------------
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable to any Bank for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this
Agreement (except for its or such Person's own gross negligence or wilful
misconduct), or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Borrowers or any
officer thereof contained in this Agreement or in any certificate, report,
statement or other document referred to or provided for in, or received by any
Agent under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
for any failure of the Borrowers to perform their obligations hereunder. No
Agent shall be under any obligation to any Bank to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Borrowers.

          9.4.  Reliance by Agents. Each Agent shall be entitled to rely, and
                ------------------
shall be fully protected in relying, upon any Loan, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex
or teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrowers), independent
accountants and other experts selected by such Agent. Each Agent may deem and
treat the payee of any Loan as the

                                       47
<PAGE>

owner thereof for all purposes except as provided in subsections 10.5(c) and
10.5(d). Each Agent shall be fully justified in failing or refusing to take any
discretionary action under this Agreement unless it shall first receive such
advice or concurrence of the Majority Banks as it deems appropriate or it shall
first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Majority Banks, or all of the Banks (if the
consent of all of the Banks is required), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Banks.

          9.5.  Notice of Default. The Administrative Agent shall not be deemed
                -----------------
to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice from a Bank or either
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Banks. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Majority Banks, the Required Banks, or all Banks, as applicable;
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 or Event of Default as it shall deem advisable in the best interests of
the Banks.

          9.6.  Non-Reliance on Agents and Other Banks. Each Bank expressly
                --------------------------------------
acknowledges that neither any Agent nor any of its respective officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by such Agent hereafter
taken, including any review of the affairs of the Borrowers, shall be deemed to
constitute any representation or warranty by such Agent to any Bank. Each Bank
represents to each Agent that it has, independently and without reliance upon
such Agent or any other Bank, and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of each Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Bank also represents that it will,
independently and without reliance upon each Agent or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers. Except for
notices, reports and other documents expressly required to be furnished to the
Banks by any Agent hereunder, such Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, operations, property, financial and other condition or
creditworthiness of either Borrower which may come into the possession of such
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

          9.7.  Indemnification. The Banks agree to indemnify each Agent in its
                ---------------
capacity as such (to the extent not reimbursed by the Borrowers and without
limiting the obligation of the Borrowers to do so), ratably (as reasonably
determined by the Administrative Agent), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,

                                       48
<PAGE>

costs, expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the payment of the Loans) be
imposed on, incurred by or asserted against such Agent in any way relating to or
arising out of this Agreement, or any documents contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted by
such Agent under or in connection with any of the foregoing; provided that no
                                                             --------
Bank shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or wilful
misconduct. The agreements in this subsection 9.7 shall survive the payment of
the Loans and all other amounts payable hereunder.

          9.8.  Agents in their Individual Capacities. Each Agent and its
                -------------------------------------
respective affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrowers as though such Agent were not
an Agent hereunder. With respect to its Loans made by it, each Agent shall have
the same rights and powers under this Agreement as any Bank and may exercise the
same as though it were not an Agent, and the terms "Bank" and "Banks" shall
include the Administrative Agent in its individual capacity.

          9.9.  Successor Agents. Each Agent may resign as Agent upon 30 days'
                ----------------
notice thereof to the Borrowers and the Banks. If any Agent shall resign as
Agent under this Agreement, then the Majority Banks shall appoint from among the
Banks a successor agent for the Banks which successor agent shall be approved by
the Borrowers, whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent and the term "Administrative
Agent" shall mean such successor agent effective upon its appointment, and the
former Agent's rights, powers and duties as Agent shall be terminated, without
any other or further act or deed on the part of such former Agent or any of the
parties to this Agreement. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement.

          SECTION 10   MISCELLANEOUS
                       -------------

          10.1. Amendments and Waivers. With the written consent of the Majority
                ----------------------
Banks, the Administrative Agent and the Borrowers may, from time to time, enter
into written amendments, supplements or modifications hereto for the purpose of
adding any provisions to this Agreement or changing in any manner the rights of
the Banks or of the Borrowers hereunder, and with the consent of the Majority
Banks the Administrative Agent on behalf of the Banks may execute and deliver to
the Borrowers a written instrument waiving, on such terms and conditions as the
Administrative Agent may specify in such instrument, any of the requirements of
this Agreement or any Default or Event of Default and its consequences;
provided, however, that no such waiver, amendment, supplement or modification
--------  -------
shall (a) extend the maturity of any Loan, or reduce the rate or extend the time
of payment of interest thereon, or reduce the principal amount thereof, or
reduce the rate of any fee payable hereunder or extend the time of payment
thereof, in each case, without the written consent of (i) with respect to any
such change to any Committed Rate Loan, each Bank and (ii) with respect to any
such change to any Bid Loan, the Bank which made such Bid Loan, or (b) change
the amount of any Bank's Commitment or the terms of its obligation to make Loans
hereunder (other than in accordance with subsection 2.20)

                                       49
<PAGE>

or amend, modify or waive any provision of this subsection 10.1 or reduce the
percentage specified in the definition of Majority Banks or Required Banks, or
consent to the assignment or transfer by either Borrower of any of its rights
and obligations under this Agreement, in each case without the written consent
of each Bank, or (c) amend, modify or waive any provision of Section 9 without
the written consent of the then Administrative Agent and, if applicable, any
other Agent affected by such amendment, modification or waiver, or (d) extend
the Termination Date with respect to any Bank without the written consent of
such Bank; and provided, further, however, that no such waiver, amendment,
               --------  -------  -------
supplement or modification shall waive, amend, supplement or otherwise modify
subsection 2.16 or Section 8(B) (2) without the written consent of the Required
Banks. Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Banks and shall be binding upon the Borrowers, the
Banks and the Agents. In the case of any waiver, the Borrowers, the Banks and
the Agents shall be restored to their former position and rights hereunder, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon. Anything contained
in the foregoing to the contrary notwithstanding, the relevant Borrower and the
relevant Bank with respect to a Negotiated Rate Loan may, from time to time,
enter into amendments, supplements or modifications for the purpose of adding
any provisions to such Negotiated Rate Loans or changing in any manner the
rights of such Bank and such Borrower thereunder and such Bank may waive any of
the requirements of such Negotiated Rate Loan; provided, however, that such
                                               --------  -------
Borrower and such Bank shall notify the Administrative Agent in writing of any
extension of the maturity of such Negotiated Rate Loan or reduction of the
principal amount thereof; provided, further, that such Borrower and such Bank
                          --------  -------
shall not extend the maturity of such Negotiated Rate Loan beyond the last day
of the Commitment Period.

          10.2. Notices. All notices, requests and demands to or upon the
                -------
respective parties hereto to be effective shall be in writing, by facsimile
transmission, by telephone confirmed in writing or by telegraph and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand, or when deposited in the mail, postage prepaid, or,
in the case of facsimile transmission, when received, or, in the case of
telegraphic notice, when delivered to the telegraph company or department,
addressed as follows in the case of the Borrowers, the Administrative Agent and
as set forth on Schedule III in the case of the other parties hereto, or to such
address or other address as may be hereafter notified by the respective parties
hereto:

      The Borrowers:
      The Company:                      Deere & Company
                                        Attention:  Treasurer
                                        One John Deere Place
                                        Moline, Illinois  61265
                                        Telephone:  309-765-4162
                                        Facsimile:  309-765-5021

      The Capital                       John Deere Capital Corporation
        Corporation:                    Attention:  Manager
                                        First National Bank Building

                                       50
<PAGE>

                                                    1 East First Street
                                                    Reno, Nevada  89501
                                                    Telephone:  702-786-5527
                                                    Facsimile:  702-786-4145

      with a copy to:                               Deere & Company
                                                    Attention:  Treasurer
                                                    One John Deere Place
                                                    Moline, Illinois  61265
                                                    Facsimile:  309-765-5021

      The Administrative Agent:                     The Chase Manhattan Bank
                                                    Attention:  Randolph Cates
                                                    270 Park Avenue
                                                    New York, New York 10017
                                                    Telephone:  212-270-8997
                                                    Facsimile:  212-270-6041

      with a copy to:                               The Chase Manhattan Bank
                                                    Attention:  Victor Quinones
                                                    One Chase Manhattan Plaza
                                                    New York, New York  10081
                                                    Telephone:  212-552-4025
                                                    Facsimile:  212-552-7500

provided that any notice, request or demand to or upon the Administrative Agent
--------
or the Banks pursuant to subsections 2.1, 2.2, 2.5, 2.6, 2.9, 2.11, 2.20 and 9.9
shall not be effective until received (including receipt by telephone if
permitted hereby).

          10.3.   No Waiver; Cumulative Remedies. No failure to exercise and no
                  ------------------------------
delay in exercising, on the part of either Borrower, the Administrative Agent or
any Bank, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

          10.4.   Payment of Expenses and Taxes. (a) The Company agrees (i) to
                  -----------------------------
pay or reimburse the Administrative Agent for all its out-of-pocket costs and
expenses incurred in connection with the preparation and execution of, and any
amendment, supplement or modification to, this Agreement and any other documents
prepared in connection herewith, and the consummation of the transactions
contemplated hereby and thereby in such manner and in such amounts as shall be
agreed to in writing by the Company and the Administrative Agent, (ii) to pay or
reimburse the Administrative Agent for the reasonable fees and disbursements of
counsel to the Administrative Agent incurred in connection with the preparation
and execution of, and any amendment, supplement, modification to, this Agreement
and other documents prepared in connection herewith, and the consummation of the
transaction contemplated hereby and thereby, and (iii) to pay or reimburse each
Bank and each Agent for all its out-of-pocket

                                       51
<PAGE>

costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement and any such other documents, including,
without limitation, fees and disbursements of counsel to each Agent and one
counsel representing the Banks.

          (b)     The Borrowers agree jointly and severally to indemnify and
hold harmless each Agent and each Bank against any and all losses, claims,
damages and liabilities (other than in connection with actions, suits and
proceedings by any of the Banks against any of the other Banks), joint or
several, to which they or any of them may become subject insofar as such losses,
claims, damages and liabilities arise out of, relate to or are based on this
Agreement (including the responsibilities, duties and obligations of the Banks
hereunder and their agreement to make Loans hereunder) in connection with any
acquisition or proposed acquisition of any securities or assets by a Borrower or
any of its Subsidiaries, and shall reimburse each such indemnified party for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage or liability, subject to
the following paragraph. This indemnity agreement shall be in addition to any
liability which either Borrower may otherwise have.

          (c)     Promptly after receipt by an indemnified party under
subsection 10.4(b) of written notice of any loss, claim, damage or liability in
respect of which indemnity may be sought by it hereunder, such indemnified party
will, if a claim is to be made against the Borrowers, notify the Borrowers
thereof in writing; but the omission so to notify the Borrowers will not relieve
the Borrowers from any liability (otherwise than under this subsection 10.4)
which they may have to any indemnified party except as may be required or
provided otherwise than under this subsection 10.4. Thereafter, the indemnified
party and the Borrowers shall consult, to the extent appropriate, with a view to
minimizing the cost to the Borrowers of their obligations hereunder. In case any
indemnified party receives written notice of any loss, claim, damage or
liability in respect of which indemnity may be sought hereunder by it and it
notifies the Borrowers thereof, the Borrowers will be entitled to participate
therein and, to the extent that they may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory at all times to such indemnified party; provided, however, that (i)
                                                     --------  -------
if the parties against whom any loss, claim, damage or liability arises include
both the indemnified party and a Borrower or any Subsidiary of a Borrower and
the indemnified party shall have reasonably concluded that there may be legal
defenses available to it or other indemnified parties which are different from
or additional to those available to a Borrower or any Subsidiary of a Borrower
and may conflict therewith, the indemnified party or parties shall have the
right to select one separate counsel for such indemnified party or parties to
assume such legal defenses and to otherwise participate in the defense of such
loss, claim, damage or liability on behalf of such indemnified party or parties
and (ii) if any loss, claim, damage or liability arises out of actions brought
by or for the benefit of a Borrower or any Subsidiary of a Borrower, the
indemnified party or parties shall have the right to select their counsel and to
assume and direct the defense thereof and neither Borrower shall be entitled to
participate therein or assume the defense thereof. Upon receipt of notice from
the Borrowers to such indemnified party of their election so to assume the
defense of such loss, claim, damage or liability and approval by the indemnified
party of counsel, the Borrowers shall not be liable to such indemnified party
under this subsection 10.4 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed

                                       52
<PAGE>

such counsel in connection with the assumption of legal defenses in accordance
with the proviso to the next preceding sentence, (ii) the Borrowers shall not
have employed and continued to employ counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice
of commencement of the action or (iii) the Borrowers shall have authorized the
employment of counsel for the indemnified party at the expense of the Borrowers.

          (d)     Notwithstanding any other provision contained in this
subsection 10.4, (i) the Borrowers shall not be liable for any settlement,
compromise or consent to the entry of any order adjudicating or otherwise
disposing of any loss, claim, damage or liability effected without their consent
and (ii) after the Borrowers have assumed the defense of any loss, claim, damage
or liability under the preceding paragraph with respect to any Bank, they will
not settle, compromise or consent to entry of any order adjudicating or
otherwise disposing thereof (1) if such settlement, compromise or order involves
the payment of money damages, except if the Borrowers agree with such Bank to
pay such money damages, and, if not simultaneously paid, to furnish such Bank
with satisfactory evidence of their ability to pay such money damages, and (2)
if such settlement, compromise or order involves any relief against such Bank,
other than the payment of money damages, except with the prior written consent
of such Bank.

          (e)     The agreements in this subsection 10.4 shall survive repayment
of the Loans and all other amounts payable hereunder.

          10.5.   Successors and Assigns; Participations; Purchasing Banks. (a)
                  --------------------------------------------------------
This Agreement shall be binding upon and inure to the benefit of the Borrowers,
the Banks, the Agents and their respective successors and assigns, except that
                                                                   ------ ----
the Borrowers may not assign or transfer any of their rights or obligations
under this Agreement without the prior written consent of each Bank.

          (b)     Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other financial institutions ("Participants") participating interests
                                        ------------
in the Loans, Commitments and other interests of such Bank hereunder. In the
event of any such sale by a Bank of participating interests to a Participant,
such Bank"s obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Bank shall remain solely responsible for
the performance thereof, such Bank shall remain the holder of any such Loan for
all purposes under this Agreement, and the Borrowers and the Administrative
Agent shall continue to deal solely and directly with such Bank in connection
with such Bank"s rights and obligations under this Agreement.

          (c)     Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time assign to one or
more banks or other financial institutions ("Loan Assignees") any Bid Loan or
                                             --------------
Negotiated Rate Loan or portion thereof owing to such Bank, pursuant to a Loan
Assignment executed by the assignor Bank and the Loan Assignee. Upon such
execution, from and after the Transfer Effective Date specified in such Loan
Assignment, the Loan Assignee shall, to the extent of the assignment provided
for in such Loan Assignment and to the extent permitted by applicable law, be
deemed to have the same rights and benefits with respect to such Bid Loans and
Negotiated Rate Loans and the same obligation to share pursuant to subsection
10.6 as it would have had if it were a Bank hereunder; provided, that unless
                                                       --------
such Loan Assignment shall otherwise specify and a copy of such Loan

                                       53
<PAGE>

Assignment shall have been delivered to the Administrative Agent for its
acceptance and recording in the Register in accordance with subsection 10.5(f),
the assignor Bank shall act as collection agent for the Loan Assignee, and in
the case of Bid Loans, the Administrative Agent shall pay all amounts received
from the relevant Borrower which are allocable to the assigned Bid Loan directly
to the assignor Bank without any further liability to the relevant Loan
Assignee, and, in the case of Negotiated Rate Loans, the relevant Borrower shall
pay all amounts due under the assigned Negotiated Rate Loan directly to the
assignor Bank without any further liability to the Loan Assignee. At the request
of any Loan Assignee, on or promptly after the Transfer Effective Date specified
in such Loan Assignment, the relevant Borrower, at its own expense, shall
execute and deliver to the Loan Assignee a promissory note with respect to the
Bid Loans or Negotiated Rate Loans to the order of such Loan Assignee in an
amount equal to the Bid Loan or Negotiated Rate Loan assigned. Such note shall
be dated the Borrowing Date in respect of such Bid Loan or Negotiated Rate Loan
and shall otherwise be in the form of Exhibit M; provided, however, that such
                                                 --------- -------
Borrower shall not be required to execute and deliver more than an aggregate of
two notes with respect to the Bid Loans of any Bank with the same Interest
Period at any time outstanding. A Loan Assignee shall not, by virtue of such
Loan Assignment, become a party to this Agreement or have any rights to consent
to or refrain from consenting to any amendment, waiver or other modification of
any provision of this Agreement or any related document; provided, that (i) the
                                                         --------
assignor Bank and the Loan Assignee may, in their discretion, agree between
themselves upon the manner in which the assignor Bank will exercise its rights
under this Agreement and any related document, and (ii) if a copy of such Loan
Assignment shall have been delivered to the Administrative Agent for its
acceptance and recording in the Register in accordance with subsection 10.5(f),
neither the principal amount of, the interest rate on, nor the maturity date of,
any Bid Loan or Negotiated Rate Loan assigned to a Loan Assignee will be
modified without written consent of such Loan Assignee.

          (d)     Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, with the consent of the
Borrowers, sell to any Bank or any affiliate thereof and to one or more
additional banks or other financial institutions ("Purchasing Banks"), all or
                                                   ----------------
portions (subject to the last sentence of this subsection 10.5(d)) of its rights
(which rights may include such Bank"s rights in respect of Loans it has
disbursed) and obligations under this Agreement, pursuant to a Commitment
Transfer Supplement, executed by such Purchasing Bank and such transferor Bank
(and, in the case of a Purchasing Bank that is not then a Bank or an affiliate
thereof, by the Borrowers and the Administrative Agent), and delivered to the
Administrative Agent for its acceptance and recording in the Register. Upon such
execution, delivery, acceptance and recording, from and after the Transfer
Effective Date specified in such Commitment Transfer Supplement, (i) the
Purchasing Bank thereunder shall be a party hereto and, to the extent provided
in such Commitment Transfer Supplement, have the rights and obligations of a
Bank hereunder with a Commitment as set forth therein, and (ii) the transferor
Bank thereunder shall cease to have those rights and obligations under this
Agreement to which the Purchasing Bank has succeeded (and, in the case of a
Commitment Transfer Supplement covering all or the remaining portion of a
transferor Bank"s rights and obligations under this Agreement, such transferor
Bank shall cease to be a party hereto). Such Commitment Transfer Supplement
shall be deemed to amend this Agreement to the extent, and only to the extent,
necessary to reflect the addition of such Purchasing Bank and the resulting
adjustment of Commitments and Commitment Percentages arising from the purchase
by such Purchasing Bank of a portion of the rights and obligations of such
transferor Bank under this Agreement. On or

                                       54
<PAGE>

promptly after the Transfer Effective Date specified in such Commitment Transfer
Supplement, the Purchasing Bank and the Administrative Agent, on behalf of such
Purchasing Bank, shall open and maintain in the name of each Borrower a Loan
Account with respect to such Purchasing Bank"s Committed Rate Loans and Bid
Loans to such Borrower. Anything contained in this Agreement to the contrary
notwithstanding, no Bank may sell any portion (less than 100%) of its rights and
obligations under this subsection 10.5(d) to any bank or financial institution
if after giving effect to such sale the Commitment of either of the selling and
purchasing institutions would be less than $5,000,000.

          (e)     The Administrative Agent shall maintain at its address
referred to in subsection 10.2 a copy of each Loan Assignment and each
Commitment Transfer Supplement delivered to it and a register (the "Register")
                                                                    --------
for the recordation of (i) the names and addresses of the Banks and the
Commitment of, and principal amount of the Loans (other than Negotiated Rate
Loans) owing to, each Bank from time to time, and (ii) with respect to each Loan
Assignment delivered to the Administrative Agent, the name and address of the
Loan Assignee and the principal amount of each Bid Loan owing to such Loan
Assignee. The entries in the Register shall constitute prima facie evidence of
                                                       ----- -----
the accuracy of the information so recorded, and the Borrowers, the
Administrative Agent and the Banks may treat each Person whose name is recorded
in the Register as the owner of the Loan recorded therein for all purposes of
this Agreement. The Register shall be available for inspection by the Company or
any Bank or Loan Assignee at any reasonable time and from time to time upon
reasonable prior notice.

          (f)     Upon its receipt of a Loan Assignment executed by an assignor
Bank and a Loan Assignee, together with payment to the Administrative Agent (by
the assignor Bank or the Loan Assignee, as agreed between them) of a
registration and processing fee of $3,500, the Administrative Agent shall (i)
accept such Loan Assignment, (ii) record the information contained therein in
the Register and (iii) give prompt notice of such acceptance and recordation to
the assignor Bank, the Loan Assignee and the Borrowers. Upon its receipt of a
Commitment Transfer Supplement executed by a transferor Bank and a Purchasing
Bank (and, in the case of a Purchasing Bank that is not then a Bank or an
affiliate thereof, by the Borrowers and the Administrative Agent) together with
payment to the Administrative Agent (by the transferor Bank or the Purchasing
Bank, as agreed between them) of a registration and processing fee of $3,500 for
each Purchasing Bank listed in such Commitment Transfer Supplement, the
Administrative Agent shall (A) accept such Commitment Transfer Supplement, (B)
record the information contained therein in the Register and (C) give prompt
notice of such acceptance and recordation to the Banks and the Borrowers.

          (g)     The Company authorizes each Bank to disclose to any
Participant, Loan Assignee or Purchasing Bank (each, a "Transferee") and any
                                                        ----------
prospective Transferee any and all financial information in such Bank"s
possession concerning the Borrowers and their Subsidiaries which has been
delivered to such Bank by or on behalf of the Borrowers pursuant to this
Agreement or in connection with such Bank"s credit evaluation of the Borrowers
and their Subsidiaries prior to becoming a party to this Agreement, provided
                                                                    --------
that with respect to confidential data or information described in subsection
10.7, such confidential data may be disclosed only to (i) a Purchasing Bank
and/or (ii) any other Transferee or prospective Transferee with the Borrowers"
prior written consent, which consent shall not be unreasonably withheld with
respect to prospective Participants, Participants, prospective Loan Assignees
and Loan

                                       55
<PAGE>

Assignees; provided, however, that such Bank shall not disclose any such
           --------  -------
confidential data or information pursuant to this subsection 10.5(g) unless (i)
it has notified the Purchasing Bank or other Transferee or potential Transferee
that such data or information are confidential, such notification to be in
writing if such data or information are disclosed in writing and orally if such
data or information are disclosed orally, and (ii) such Purchasing Bank,
Transferee or potential Transferee has agreed in writing to be bound by the
provisions of subsection 10.7.

          (h)     If, pursuant to this subsection, any loan participation or
series of loan participations is sold or any interest in this Agreement is
transferred to any Transferee, the transferor Bank shall cause such Transferee,
concurrently with the effectiveness of such transfer or the first transfer to
occur in a series of transfers between such transferor Bank and such Transferee,
(i) to represent to the transferor Bank (for the benefit of the transferor Bank,
the Administrative Agent and the Borrowers) either (A) that it is incorporated
under the laws of the United States or a state thereof or (B) that under
applicable law and treaties no taxes will be required to be withheld by the
Administrative Agent, the Borrowers or the transferor Bank with respect to any
payments to be made to such Transferee in respect of the Loans, (ii) to furnish
to the transferor Bank, the Administrative Agent and the Borrowers (A) either
(I) a statement that it is incorporated under the laws of the United States or a
state thereof or (II) if it is not so incorporated, a letter in duplicate in the
form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of
United States Internal Revenue Service Form 4224 or 1001 or successor applicable
form, as the case may be, certifying in each case that such Transferee is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (B) an Internal
Revenue Service Form W-8 or W-9, or successor applicable form, as the case may
be, to establish an exemption from United States backup withholding tax, and
(iii) to agree (for the benefit of the transferor Bank, the Administrative Agent
and the Borrowers) to provide the transferor Bank, the Administrative Agent and
the Borrowers a new Form 4224 or 1001 and Form W-8 or W-9, or successor
applicable form or other manner of certification, on or before the date that any
such letter or form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent letter and form previously delivered
by it, certifying in the case of a Form 1001 or 4224 that such Transferee is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income tax, and in the case of a Form
W-8 or W-9 establishing exemption from United States backup withholding tax. The
Administrative Agent shall not be responsible for obtaining such documentation
except from its own Transferees.

          (i)     Nothing in this subsection 10.5 shall prohibit any Bank from
pledging or assigning its Loans to any Federal Reserve Bank in accordance with
applicable law.

          (j)     The Borrowers, upon receipt of written notice from the
relevant Bank, agree to issue Notes to any Bank requiring Notes to facilitate
transactions of the type described in paragraph (i) above.

          (k)     Notwithstanding anything to the contrary contained herein, any
Bank (a "Granting Bank") may grant to a special purpose funding vehicle (an
         -------------
"SPC"), identified as such in writing from time to time by the Granting Bank to
 ---
the Administrative Agent and the Company, the option to provide to the Borrowers
all or any part of any Loan that such Granting Bank would otherwise be obligated
to make to the Borrowers pursuant to this Agreement;

                                       56
<PAGE>

provided that (i) nothing herein shall constitute a commitment by any SPC to
--------
make any Loan, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Bank shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by an SPC hereunder shall utilize the Commitment of the Granting Bank to the
same extent, and as if, such Loan were made by such Granting Bank. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain
with the Granting Bank). In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPC, it
will not institute against, or join any other person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this subsection
10.5(k) any SPC may (i) with notice to, but without the prior written consent
of, the Company and the Administrative Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Loans to the
Granting Bank or to any financial institutions (consented to by the Company and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This subsection
10.5(k) may not be amended without the written consent of the SPC.

          10.6.   Adjustments.  Except as provided in subsection 2.12, if any
                  -----------
Bank (a "benefitted Bank") shall at any time receive any payment of all or part
         ---------------
of its Committed Rate Loans, or interest thereon or facility fee hereunder, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
clause (e) of Section 8, or otherwise) in a greater proportion than any such
payment to and collateral received by any other Bank, if any, in respect of such
other Bank"s Committed Rate Loans, or interest thereon, or facility fee
hereunder, such benefitted Bank shall purchase for cash from the other Banks
such portion of each such other Bank"s Committed Rate Loans, or shall provide
such other Banks with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Bank to share the excess
payment or benefits of such collateral or proceeds ratably with each of such
other Banks; provided, however, that if all or any portion of such excess
             --------  -------
payment or benefits is thereafter recovered from such benefitted Bank, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest. The Borrowers agree that each
Bank so purchasing a portion of another Bank"s Committed Rate Loans may exercise
all rights of payment (including, without limitation, rights of set-off) with
respect to such portion as fully as if such Bank were the direct holder of such
portion.

          10.7.   Confidentiality.  (a) Each of the Agents and the Banks shall,
                  ---------------
subject as hereinafter provided, keep confidential from any third party any data
or information received by them from the Borrowers pursuant to this Agreement
which, if provided in writing, is designated in writing as such, and if provided
orally, is designated orally as such by the Borrowers except:

                                       57
<PAGE>

          (i)     any such data or information as is or becomes publicly
     available or generally known otherwise than as a result of any breach of
     the provisions of this subsection 10.7;

          (ii)    as required by law, rule, regulation or official direction;

          (iii)   as may be necessary to protect as against the Borrowers or
     either of them the interests of the Banks or any of them under this
     Agreement;

          (iv)    to the extent permitted under subsection 10.5; and

          (v)     to the attorneys, accountants and regulators of such Banks,
     and to each other Bank.

          (b)     Each of the Agents and the Banks shall use their reasonable
efforts to ensure that any confidential data or information received by them
from the Borrowers pursuant to this Agreement which is disclosed to employees of
such Agent or Bank (as the case may be) is so disclosed only to the extent
necessary for purpose of the administration of this Agreement and, in all cases,
on the condition that such information and data shall be kept confidential
except for such purpose.

          (c)     The provisions of this subsection 10.7 shall survive the
payment in full of all amounts payable hereunder and the termination of this
Agreement.

          10.8.   Counterparts.  This Agreement may be executed by one or more
                  ------------
of the parties to this Agreement on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Borrowers and the Administrative Agent.

          10.9.   GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
                  -------------
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          10.10   Consent to Jurisdiction and Service of Process. All judicial
                  ----------------------------------------------
proceedings brought against the Borrowers with respect to this Agreement may be
brought in any state or federal court of competent jurisdiction in the State of
New York, and, by execution and delivery of this Agreement, the Borrowers
accept, for themselves and in connection with their properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
irrevocably agree to be bound by any final judgment rendered thereby in
connection with this Agreement from which no appeal has been taken or is
available. The Borrowers irrevocably agree that all process in any such
proceedings in any such court may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to them at their addresses set forth in subsection 10.2 or at
such other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the Borrowers to be
effective and binding service in every respect. Each of the Borrowers, the
Agents and the Banks irrevocably waives any objection, including without

                                       58
<PAGE>

limitation, any objection to the laying of venue or based on the grounds of
forum non conveniens which it may now or hereafter have to the bringing of any
such action or proceeding in any such jurisdiction. Nothing herein shall affect
the right to serve process in any other manner permitted by law or shall limit
the right of any Agent or any Bank to bring proceedings against the Borrowers in
the courts of any other jurisdiction.

                                       59
<PAGE>

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

                                             DEERE & COMPANY
Attested by:

/s/ Sonja J. Sterling                        By: /s/ James R. Jabanoski
------------------------------------            --------------------------------
Title: Assistant Secretary                   Title: Vice President and Treasurer


                                             JOHN DEERE CAPITAL CORPORATION

Attested by:

/s/ Susan E. Karlix                          By: /s/ James R. Jabanoski
--------------------------------                --------------------------------
Title: Assistant Secretary                   Title: Treasurer
<PAGE>

                                       THE CHASE MANHATTAN BANK,
                                        as Administrative Agent and as a Bank



                                       By:   /s/ Rudolph E. Gates
                                                 RUDOLPH E. GATES
                                          Title: VICE PRESIDENT

                                       BANK OF AMERICA, N.A., as a
                                        Documentation Agent and as a Bank



                                       By:
                                         Title:


                                       BANK ONE, NA, as a Documentation Agent
                                        and as a Bank



                                       By:    /s/ Richard R. Howard
                                                  Richard R. Howard
                                          Title:  Vice President
                                                  Senior Relationship Manager

                                       DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
                                       CAYMAN ISLANDS BRANCH, as Syndication
                                        Agent and as a Bank



                                       By:    /s/ Chris Howe
                                                  Chris Howe
                                          Title:  Director


                                       By:    /s/ Andreas Rohde
                                                  Andreas Rohde
                                          Title:  Director


                                       THE BANK OF NEW YORK,
                                        as a Managing Agent and as a Bank


                                       By:    /s/ Robert S. Joyce
                                                  Robert S. Joyce
                                          Title:  VP
<PAGE>

                                       CITIBANK, N.A.,
                                         as a Managing Agent and as a Bank


                                       By:    /s/ David L. Harris
                                                  DAVID L. HARRIS
                                          Title:  VICE PRESIDENT


                                       CREDIT AGRICOLE INDOSUEZ,
                                         as a Managing Agent and as a Bank


                                       By:
                                         Title:


                                       By:
                                         Title:


                                       CREDIT SUISSE FIRST BOSTON,
                                         as a Managing Agent and as a Bank


                                       By: /s/ Jay Chall
                                         Title: Jay Chall Director


                                       By: /s/ James Morgan
                                         Title: James Morgan, Director


                                       ROYAL BANK OF CANADA,
                                         as a Managing Agent and as a Bank


                                       By: /s/ Gordon C. MacArthur
                                         Title: Gordon C.. MacArthur
                                                  SENIOR MANAGER
<PAGE>

                                       TORONTO DOMINION (TEXAS), INC.,
                                         as a Managing Agent and as a Bank


                                       By:   /s/ Debbie A. Greene
                                                 DEBBIE A. GREENE
                                          Title: VICE PRESIDENT

                                       MELLON BANK, N.A.,
                                         as a Managing Agent and as a Bank


                                       By:
                                         Title:


                                       BNP PARIBAS,
                                         as a Co-Agent and as a Bank


                                       By: /s/ Frederick H. Moryl, Jr.
                                               Frederick H. Moryl, Jr.
                                       Title:  Director

                                       By: /s/ Richard L. Sted
                                               Richard L. Sted
                                       Title:  Managing Director - Central
                                               Region Mgr.

                                       THE FUJI BANK, LIMITED,
                                         as a Co-Agent and as a Bank


                                       By:/s/ Peter L. Chinnicl
                                             Peter L. Chinnicl
                                       Title:Senior Vice President & Group Head

                                       BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
                                       BRANCH, as a Bank


                                       By:/s/ Hisashi Miyashiro
                                               HISASHI MIYASHIRO
                                       Title:  DEPUTY GENERAL MANAGER
<PAGE>

                                       BANCA DI ROMA-CHICAGO BRANCH,
                                        as a Bank


                                       By: /s/ James W. Semonchik
                                               James W. Semonchik
                                       Title:  Vice President

                                       By: /s/ Enrico Verdoscia
                                               Enrico Verdoscia
                                       Title:  Sr. Vice Pres. & Branch Mgr.

                                       BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,
                                         as a Bank


                                       By:
                                         Title:


                                       By:
                                         Title:


                                       BANCA COMMERCIALE ITALIANA, CHICAGO
                                         BRANCH, as a Bank


                                       By: /s/ Charles Dougherty
                                         Title: C. Dougherty, VP


                                       By: /s/ Frank Maffei
                                               Frank Maffei
                                       Title:  VICE PRESIDENT

                                       MERRILL LYNCH BANK USA,
                                         as a Bank

                                       By: /s/ Raymond J. Dardano
                                               Raymond J. Dardano
                                       Title:  Senior Credit Officer
<PAGE>

                                       WACHOVIA BANK, N.A.,
                                         as a Bank

                                       By:   /s/ John T. Seedy
                                                 John T. Seedy
                                          Title: Senior Vice President

                                       MERITA BANK PLC,
                                         as a Bank

                                       By:
                                             Title:


                                       By:
                                             Title:
<PAGE>

                                                                      SCHEDULE I
                                                                      ----------

                            TERMS OF SUBORDINATION

               "Senior Indebtedness" means the principal of (and premium, if
                -------------------
any) and unpaid interest on (a) indebtedness of John Deere Capital Corporation
(the "Capital Corporation") (including indebtedness of others guaranteed by the
Capital Corporation), other than the indebtedness evidenced by the Securities
[such term to be defined as the debt to be issued under the indenture or
agreement to which this Schedule relates] and the 8-5/8% Subordinated Debentures
due 2019 of the Capital Corporation, whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed, for money borrowed, unless
in the instrument creating or evidencing the same or pursuant to which the same
is outstanding it is provided that such indebtedness is not senior or prior in
right of payment to the Securities, and (b) renewals, extensions, modifications
and refundings of any such indebtedness.

                                 SUBORDINATION

               Section 1.  Agreement to Subordinate.
                           ------------------------

               The Capital Corporation, for itself, its successors and assigns,
covenants and agrees, and each holder of Securities, by such holder"s acceptance
thereof, likewise covenants and agrees, that the payment of the principal of
(and premium, if any) and interest on each and all of the Securities is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Indebtedness.

               Section 2.  Distribution on Dissolution, Liquidation and
                           --------------------------------------------
Reorganization; Subrogation of Securities.
-----------------------------------------

               Upon any distribution of assets of the Capital Corporation upon
any dissolution, winding up, liquidation or reorganization of the Capital
Corporation, whether in bankruptcy, insolvency, reorganization or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Capital Corporation or
otherwise (subject to the power of a court of competent jurisdiction to make
other equitable provisions reflecting the rights conferred in this Agreement
upon the Senior Indebtedness and the holders thereof with respect to the
Securities by a lawful plan of reorganization under applicable bankruptcy law),

               (a)  the holders of Senior Indebtedness shall be entitled to
         receive payment in full of the principal thereof (and premium if any)
         and the interest due on the Senior Indebtedness before the holders of
         the Securities are entitled to receive any payment upon the principal
         of (or premium, if any) or interest on indebtedness evidenced by the
         Securities; and

               (b)  any payment or distribution of assets of the Capital
         Corporation of any kind or character, whether in cash, property or
         securities, to which the holders of the Securities or any trustee
         therefor would be entitled except for the provisions of this
<PAGE>

          Article shall be paid by the liquidating trustee or agent or other
          person making such payment or distribution, whether a trustee in
          bankruptcy, a receiver or liquidating trustee or otherwise, directly
          to the holders of Senior Indebtedness or their representative or
          representatives or to the trustee or trustees under any indenture
          under which any instruments evidencing any of such Senior Indebtedness
          may have been issued, ratably according to the aggregate amounts
          remaining unpaid on account of the principal of (and premium, if any)
          and interest on the Senior Indebtedness held or represented by each
          holder of Senior Indebtedness, to the extent necessary to make payment
          in full of all Senior Indebtedness remaining unpaid, after giving
          effect to any concurrent payment or distribution to the holders of
          such Senior Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
          payment or distribution of assets of the Capital Corporation of any
          kind or character, whether in cash, property or securities, shall be
          received by any trustee for the holders of the Securities or the
          holders of the Securities before all Senior Indebtedness is paid in
          full, such payment or distribution shall be paid over, upon written
          notice to any trustee for the holders of the Securities, to the
          holders of Senior Indebtedness or their representative or
          representatives or to the trustee or trustees under any indenture
          under which any instruments evidencing any of such Senior Indebtedness
          may have been issued, ratably as aforesaid, for application to the
          payment of all Senior Indebtedness remaining unpaid until all such
          Senior Indebtedness shall have been paid in full, after giving effect
          to any concurrent payment or distribution to the holders of such
          Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the holders of the
Securities shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Capital Corporation applicable to Senior Indebtedness until
the principal of (and premium, if any) and interest on the Securities shall be
paid in full and no such payments or distributions to the holders of the
Securities of cash, property or securities otherwise distributable to the
holders of Senior Indebtedness shall, as between the Capital Corporation, its
creditors other than the holders of Senior Indebtedness, and the holders of the
Securities, be deemed to be a payment by the Capital Corporation to or on
account of the Securities. It is understood that the provisions of this Article
are, and are intended, solely for the purpose of defining the relative rights of
the holders of the Securities, on the one hand, and the holders of Senior
Indebtedness, on the other hand. Nothing contained in this Article or elsewhere
in this Agreement or in the Securities is intended to or shall impair, as
between the Capital Corporation, its creditors other than the holders of Senior
Indebtedness, and the holders of the Securities, the obligation of the Capital
Corporation, which is unconditional and absolute, to pay to the holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms, or to affect the relative rights of the holders of the Securities and
creditors of the Capital Corporation other than the holders of Senior
Indebtedness, nor shall anything herein or in the instruments or other evidence
of the Securities prevent any trustee for the holders of the Securities or the
holder of any Securities from exercising all remedies otherwise permitted by
applicable law upon default under this Agreement or such instrument or other
evidence, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness in respect of cash, property or securities of the Capital
Corporation received upon the exercise of any such remedy.
<PAGE>

                  Section 3.  No Payment on Securities in Event of Non-Payment
                              ------------------------------------------------
When Due of Senior Indebtedness.
-------------------------------

                  No payment by the Capital Corporation on account of principal
(or premium, if any), sinking funds, or interest on the Securities shall be made
unless full payment of amounts then due for principal, premium, if any, sinking
funds and interest on Senior Indebtedness has been made or duly provided for in
money or money"s worth.
<PAGE>

                                                                     SCHEDULE II
                                                                     -----------

                                  COMMITMENTS

<TABLE>
<CAPTION>
                                          Bank                                           Commitment
                                          ----                                           ----------
<S>                                                                                  <C>
The Chase Manhattan Bank                                                               $275,000,000
Bank of America, N.A.                                                                   180,000,000
Deutsche Bank AG New York Branch and/or Cayman Islands Branch                           180,000,000
Bank One, NA                                                                            180,000,000
Credit Suisse First Boston                                                              130,000,000
Royal Bank of Canada                                                                    130,000,000
Citibank, N.A.                                                                          130,000,000
Toronto Dominion (Texas), Inc.                                                          130,000,000
The Bank of New York                                                                    112,500,000
Credit Agricole Indosuez                                                                112,500,000
Mellon Bank, N.A.                                                                       100,000,000
BNP Paribas                                                                              70,000,000
The Fuji Bank, Limited                                                                   70,000,000
Merrill Lynch Bank USA                                                                   50,000,000
Wachovia Bank, N.A.                                                                      37,500,000
Banca Commerciale Italiana, Chicago Branch                                               37,500,000
Banca di Roma Chicago Branch                                                             37,500,000
Banca Bilbao Vizcaya Argentaria, S.A.                                                    37,500,000
Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch                                           37,500,000
Merita Bank PLC                                                                          37,500,000

                                                                           ------------------------
Total                                                                                $2,075,000,000
</TABLE>
<PAGE>

                                                                    SCHEDULE III
                                                                    ------------

                             ADDRESSES FOR NOTICES

The Chase Manhattan Bank
Attention:  Randolph Cates
270 Park Avenue - 47/th/ Floor
New York, New York  10017
Telephone:  (212) 270-8997
Facsimile:  (212) 270-6041

Bank of America, N.A.
Attention: Leonar Manhard
Bank of America, N.A.
901 Main Street
Dallas, Texas  75202
Telephone: (214) 209-9262
Facsimile: (214) 290-9430

Bank One, NA
Attention:  Rick Howard
1 Bank One Plaza
Ill-0888
Chicago, Illinois  60670
Telephone:  (312) 732-3179
Facsimile:  (312) 732-1117

Deutsche Bank AG New York Branch and/or Cayman Islands Branch
Attention:  Christopher Howe
31 West 52/nd/ Street
New York, New York  10019
Telephone: (212) 469-8111
Facsimile: (212) 469-8115

Citibank, N.A.
Attention:  John Coons
500 West Madison Street
7/th/ Floor, Zone 1
Chicago, Illinois  60661
Telephone:  (312) 627-3970
Facsimile:  (312) 627-3990
<PAGE>

Credit Agricole Indosuez
Attention:  Ted Tice
Suite 4700
55 East Monroe Street
Chicago, Illinois  60603-5702
Telephone: (312) 917-7463
Facsimile: (312) 372-3455

Credit Suisse First Boston
Attention: Ron Davis
5 World Trade Center
8/th/ Floor
New York, New York  10048-0928
Telephone: (212) 322-1865
Facsimile:  (212) 335-0593

Royal Bank of Canada
New York Branch
Attention: Manager, Loans Admin.
One Liberty Plaza, 3/rd/ Floor
New York, New York  10006-1404
Telephone: (212) 428-6323
Facsimile: (212) 428-2372

with a copy to:

Royal Bank of Canada
Attention: G. MacArthur
One Liberty Plaza, 4/th/ Floor
New York, New York  10006-1404
Telephone: (212) 428-2324
Facsimile: (212) 428-2319

The Bank of New York
Attention: Janeth Lopez, Loan Administration
One Wall Street, 22/nd/ Floor
New York, New York  10286
Telephone: (212) 635-6761
Facsimile: (212) 635-6397

The Toronto-Dominion Bank
Attention: Alva J. Jones
909 Fannin Street, 17/th/ Floor
Houston, Texas  77010
Telephone: (713) 653-8261
Facsimile: (713) 951-9221

                                       2
<PAGE>

BNP Paribas
Attention:  Frederick H. Moryl, Jr.
209 South LaSalle Street, Suite 500
Chicago, Illinois  60604
Telephone: (312) 977-2211
Facsimile: (312) 977-1380

Mellon Bank, N.A.
Attention:  Richard Bouchard - Loan Administrator
Three Mellon Bank Center
Room 1203
Pittsburgh, Pennsylvania  15259-0003
Telephone: (412) 234-5767
Facsimile: (412) 209-6117

Wachovia Bank, N.A.
Attention:  Susan Holmes
191 Peachtree Street, Northeast
Atlanta, Georgia  30303
Telephone: (404) 332-4277
Facsimile:  (404) 332-5016

Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
Attention: Diane Tkach
227 W. Monroe Street Suite 2300
Chicago, Illinois  60606
Telephone: (312) 696-4663
Facsimile: (312) 696-4535

Banca di Roma-Chicago Branch
Attention:  James Semonchik
225 West Washington
Suite 1200
Chicago, Illinois  60606
Telephone: (312) 704-2629
Facsimile: (312) 726-3058

Banco Bilbao Vizcaya Argentaria, S.A.
Attention: Alejandro Lorca
1345 Avenue of the Americas, 45/th/ Floor
New York, New York  10105
Telephone: (212) 728-1634
Facsimile: (212) 333-2904

                                       3
<PAGE>

Banca Commerciale Italiana, Chicago Branch
Attention:  Charles Dougherty, Vice President
One William Street
New York, New York  10004
Telephone: (212) 607-3656
Facsimile: (212) 809-2124

The Fuji Bank, Limited
Attention:  James S. Bell
225 W. Wacker Drive Suite 2000
Chicago, Illinois  60606
Telephone: (312) 621-0526
Facsimile: (312) 621-3386

Merita Bank PLC
Attention:  Thomas Hickey
437 Madison Ave., 21/st/ Floor
New York, New York  10022
Telephone: (212) 318-9306
Facsimile: (212) 318-9318

Merrill Lynch Bank USA
Attention:  Butch Alder
15 W. South Temple, Suite 300
Salt Lake City, Utah  84101
Telephone: (801) 526-8324
Facsimile: (801) 521-6466

                                       4
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                          [FORM OF BORROWING NOTICE]


                                                 __________, 200_

The Chase Manhattan Bank,
  as Administrative Agent under the
Credit Agreement referred to below
One Chase Manhattan Plaza
New York, New York  10081
Attention:  Victor Quinones

Ladies and Gentlemen:

                  Pursuant to subsection 2.1(c) of the $2,075,000,000 364-Day
Credit Agreement, dated as of February 20, 2001, among DEERE & COMPANY, JOHN
DEERE CAPITAL CORPORATION, the Banks parties thereto, THE CHASE MANHATTAN BANK,
as Administrative Agent, BANK OF AMERICA, N.A. and BANK ONE, NA, as
Documentation Agents, DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agent,
the Managing Agents named therein and the Co-Agents named therein (as the same
may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), the undersigned hereby requests that the following
 ----------------
Committed Rate Loans be made on __________, 200_ as follows:

<TABLE>
<S>                                                                                    <C>
         (1)   Total Amount of Committed Rate                                           $_________
                 Loans .............................................................
         (2)   Amount of (1) to be allocated to
                 Eurodollar Loans. .................................................    $__________

         (3)   Amount of (1) to be allocated to
                 ABR Loans..........................................................    $__________

         (4)   Interest Periods and amounts to be
                 allocated thereto in respect of
                 Eurodollar Loans (amounts must total (2)):.........................    $__________

                             (i)   one month........................................    $__________

                             (ii)  two months.......................................    $__________

                             (iii) three months.....................................    $__________

                             (iv)  six months.......................................    $__________
</TABLE>
<PAGE>

                                                                             A-2

<TABLE>
<S>                                                                                  <C>
                             Total Eurodollar Loans.................................  $__________
</TABLE>
NOTE: THE AMOUNT APPEARING IN LINE (1) ABOVE MUST BE AT LEAST EQUAL TO
      $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000 AND THE AMOUNTS
      APPEARING IN EACH OTHER LINE ABOVE MUST BE AT LEAST EQUAL TO $10,000,000
      AND IN A WHOLE MULTIPLE OF $1,000,000.

                  Terms defined in the Credit Agreement shall have the same
meanings when used herein.

                                              Very truly yours,


                                              [DEERE & COMPANY]
                                              [JOHN DEERE CAPITAL CORPORATION]


                                              By:______________________________
                                                   Title:
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                          [FORM OF BID LOAN REQUEST]


                                                __________, 200_

The Chase Manhattan Bank,
         as Administrative Agent under the Credit
         Agreement referred to below
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:  Chris Consomer

Ladies and Gentlemen:

                  Reference is made to the $2,075,000,000 364-Day Credit
Agreement, dated as of February 20, 2001, among DEERE & COMPANY, JOHN DEERE
CAPITAL CORPORATION, the Banks parties thereto, THE CHASE MANHATTAN BANK, as
Administrative Agent, BANK OF AMERICA, N.A. and BANK ONE, NA, as Documentation
Agents, DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agent, the Managing
Agents named therein and the Co-Agents named therein (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
                                                                    ------
Agreement"). Terms defined in the Credit Agreement are used herein as therein
---------
defined.

                  This is an [Index Rate] [Absolute Rate] Bid Loan Request
pursuant to subsection 2.2 of the Credit Agreement requesting quotes for the
following Bid Loans:

<TABLE>
<S>                              <C>                     <C>                    <C>
Aggregate Principal Amount       $_______________        $______________        $______________
Borrowing Date                    _______________         ______________         ______________
Interest Period                   _______________         ______________         ______________
Maturity Period                   _______________         ______________         ______________
Interest Payment Dates            _______________         ______________         ______________
Interest Rate Basis               360 day year
</TABLE>


                                  NOTE:   THE AGGREGATE PRINCIPAL AMOUNTS
                                          APPEARING ABOVE MUST BE IN THE
                                          AGGREGATE AT LEAST EQUAL TO
                                          $25,000,000 AND IN A WHOLE MULTIPLE OF
                                          $5,000,000.
<PAGE>

                                                                             B-2
                                          Very truly yours,

                                          [DEERE & COMPANY]
                                          [JOHN DEERE CAPITAL CORPORATION]

                                          By:__________________________________
                                               Title:

-----------

Note:  Pursuant to the Credit Agreement, a Bid Loan Request may be transmitted
       by facsimile transmission, or by telephone, immediately confirmed by
       facsimile transmission. In any case, a Bid Loan Request shall contain the
       information specified in the second paragraph of this form.
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                           [FORM OF BID LOAN OFFER]


                                                __________, 200_

The Chase Manhattan Bank, as Administrative
         Agent under the Credit Agreement
         referred to below
One Chase Manhattan Plaza, 8/th/ Floor
New York, New York  10081
Attention: Chris Consomer

Ladies and Gentlemen:

                  Reference is made to the $2,075,000,000 364-Day Credit
Agreement, dated as of February 20, 2001, among DEERE & COMPANY, JOHN DEERE
CAPITAL CORPORATION, the Banks parties thereto, THE CHASE MANHATTAN BANK, as
Administrative Agent, BANK OF AMERICA, N.A. and BANK ONE, NA, as Documentation
Agents, DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agent, the Managing
Agents named therein and the Co-Agents named therein (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
                                                                    ------
Agreement"). Terms defined in the Credit Agreement are used herein as therein
---------
defined.

                  In accordance with subsection 2.2 of the Credit Agreement, the
undersigned Bid Loan Bank offers to make Bid Loans thereunder in the following
amounts with the following maturity dates:

Borrowing Date:  _________________, 200_

Aggregate Maximum Amount:  $________
<PAGE>

                                                                             C-2

<TABLE>
<S>                                     <C>                                    <C>
Maturity Date 1:                         Maturity Date 2:                       Maturity Date 3:
---------------                          ---------------                        ---------------
Maximum Amount    $______                Maximum Amount    $______              Maximum Amount    $_______
Rate* ____Amount  $______                Rate* ____Amount  $______              Rate* ___Amount   $_______
Rate* ____Amount  $______                Rate* ____Amount  $______              Rate* ___Amount   $_______
</TABLE>

                                                   Very truly yours,

                                                   [NAME OF BID LOAN BANK]

                                                   By:_________________________
                                                        Name:
                                                        Title:
                                                        Telephone:
                                                        Facsimile:

* If Index Rate Bid Loan, insert percentage above or below Eurodollar Rate.
<PAGE>

                                                                       EXHIBIT D
                                                                       ---------

                        [FORM OF BID LOAN CONFIRMATION]


                                                    __________, 200_


The Chase Manhattan Bank, as Administrative Agent
         under the Credit Agreement referred
         to below
One Chase Manhattan Plaza, 8/th/ Floor
New York, New York  10081
Attention:  Chris Consomer

Ladies and Gentlemen:

                  Reference is made to the $2,075,000,000 364-Day Credit
Agreement, dated as of February 20, 2001, among DEERE & COMPANY, JOHN DEERE
CAPITAL CORPORATION, the Banks parties thereto, THE CHASE MANHATTAN BANK, as
Administrative Agent, BANK OF AMERICA, N.A. and BANK ONE, NA, as Documentation
Agents, DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agent, the Managing
Agents named therein and the Co-Agents named therein (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
                                                                    ------
Agreement"). Terms defined in the Credit Agreement are used herein as therein
---------
defined.

                  In accordance with subsection 2.2 of the Credit Agreement, the
undersigned accepts and confirms the offers by Bid Loan Bank(s) to make Bid
Loans to the undersigned on ______________, 200_ [Borrowing Date] under said
subsection 2.2 in the (respective) amount(s) set forth on the attached list of
Bid Loans offered.

                                             Very truly yours,

                                             [DEERE & COMPANY]
                                             [JOHN DEERE CAPITAL CORPORATION]

                                             By:________________________________
                                                  Title:

[Borrower to attach Bid Loan Offer list prepared by Administrative Agent with
accepted amount entered by the Borrower to right of each Bid Loan Offer].
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------

                           [FORM OF LOAN ASSIGNMENT]

                                LOAN ASSIGNMENT
                                ---------------

                  LOAN ASSIGNMENT, dated as of the date set forth in Item 1 of
Schedule I hereto, among the Assignor Bank set forth in Item 2 of Schedule I
hereto (the "Assignor Bank"), the Loan Assignee set forth in Item 3 of Schedule
             -------------
I hereto (the "Loan Assignee"), and THE CHASE MANHATTAN BANK, as administrative
               -------------
agent for the Banks under the Credit Agreement described below (in such
capacity, the "Administrative Agent").
               --------------------

                              W I T N E S S E T H :
                              - - - - - - - - - - -

                  WHEREAS, this Loan Assignment is being executed and delivered
in accordance with subsection 10.5(c) of the $2,075,000,000 364-Day Credit
Agreement, dated as of February 20, 2001 among DEERE & COMPANY (the "Company"),
                                                                     -------
JOHN DEERE CAPITAL CORPORATION (the "Capital Corporation"), the Banks parties
                                     -------------------
thereto, THE CHASE MANHATTAN BANK, as Administrative Agent, BANK OF AMERICA,
N.A. and BANK ONE, NA, as Documentation Agents, DEUTSCHE BANK AG NEW YORK
BRANCH, as Syndication Agent, the Managing Agents named therein and the
Co-Agents named therein (as from time to time amended, supplemented or otherwise
modified in accordance with the terms thereof, the "Credit Agreement"; terms
                                                    ----------------
defined therein being used herein as therein defined); and

                  WHEREAS, the Assignor Bank has advanced to [the Company] [the
Capital Corporation] the Bid Loan or Negotiated Rate Loan or portion thereof
described in Item 5 of Schedule I hereto (the "Loan"), and the Assignor Bank is
                                               ----
assigning the Loan to the Loan Assignee pursuant to this Loan Assignment;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1.     The Assignor Bank acknowledges receipt from the Loan
Assignee of an amount equal to the purchase price, as agreed between the
Assignor Bank and the Loan Assignee, of the outstanding principal amount of, and
accrued interest on, the Loan. The Assignor Bank hereby irrevocably sells,
assigns and transfers to the Loan Assignee without recourse, representation or
warranty, and the Loan Assignee hereby irrevocably purchases, takes and acquires
from the Assignor Bank, the Loan, together with all instruments, documents and
collateral security pertaining thereto.

                  2.     (a) From and after the date set forth in Item 4 of
Schedule I hereto (the "Transfer Effective Date"), principal and interest that
                        -----------------------
would otherwise be payable to or for the account of the Assignor Bank pursuant
to the Loan shall, instead, be payable to or for the account of the Loan
Assignee.

                  (b)    If Item 6 of Schedule I hereto contains payment
instructions for the Loan Assignee and if the Loan Assignee delivers a copy of
this Loan Assignment to the
<PAGE>

                                                                             E-2

Administrative Agent in accordance with subsection 10.5(f) of the Credit
Agreement at least 5 Business Days prior to the due date of any payment to the
Loan Assignee, the Loan Assignee hereby instructs the Administrative Agent to
pay all such amounts payable to it pursuant to the provision of subparagraph (a)
of this paragraph 2 in accordance with such payment instructions. If Item 6 of
Schedule I hereto does not contain payment instructions for the Loan Assignee
(or a copy hereof is not delivered to the Administrative Agent as aforesaid),
the Assignor Bank and the Loan Assignee agree that, notwithstanding the
provisions of subparagraph (a) of this paragraph 2, the Assignor Bank is hereby
appointed by the Loan Assignee as its collection agent to receive from the
Administrative Agent, for and on behalf of and for the account of the Loan
Assignee, all amounts payable to or for the account of the Loan Assignee under
the Loan; the Assignor Bank will immediately pay over to the Loan Assignee any
such amounts received by it, in like funds as received.

                  3.     Each of the parties to this Loan Assignment agrees that
at any time and from time to time upon the written request of any other party,
it will execute and deliver such further documents and do such further acts and
things as such other party may reasonably request in order to effect the
purposes of this Loan Assignment.

                  4.     By executing and delivering this Loan Assignment, the
Assignor Bank and the Loan Assignee confirm to and agree with each other and the
Administrative Agent and the Banks as follows: (i) other than the representation
and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Assignor Bank makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other instrument or document furnished pursuant thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (ii) the Assignor Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the Capital Corporation or the performance or observance by the Company or
the Capital Corporation of any of its obligations under the Credit Agreement or
any other instrument or document furnished pursuant thereto; (iii) the Loan
Assignee confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in subsection 3.1 of the
Credit Agreement (unless financial statements referred to in subsection 5.1(a)
of the Credit Agreement have become available), the financial statements
delivered pursuant to subsection 5.1 of the Credit Agreement, if any, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Loan Assignment; (iv) the Loan
Assignee will, independently and without reliance upon the Administrative Agent,
the Assignor Bank or any other Bank and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in respect of the Credit Agreement; and (v) the Loan Assignee appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement as are delegated
to the Administrative Agent by the terms thereof, together with such powers as
are reasonably incidental thereto, all in accordance with Section 9 of the
Credit Agreement.

                  5.     If the Loan Assignee is organized under the laws of any
jurisdiction other than the United States or any State thereof, the Loan
Assignee (i) represents to the Assignor
<PAGE>

                                                                             E-3

Bank (for the benefit of the Assignor Bank, the Administrative Agent and [the
Company] [the Capital Corporation]) that under applicable law and treaties no
taxes will be required to be withheld by the Administrative Agent, [the Company]
[the Capital Corporation] or the Assignor Bank with respect to any payments to
be made to the Loan Assignee in respect of the Loan, (ii) will furnish to the
Assignor Bank, the Administrative Agent and [the Company] [the Capital
Corporation], on or prior to the Transfer Effective Date, a letter in duplicate
in the form of Exhibit J or Exhibit K, as appropriate, to the Credit Agreement
and two duly completed copies of either U.S. Internal Revenue Service Form 4224
or U.S. Internal Revenue Service Form 1001 (wherein the Loan Assignee claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments under the Loan), (iii) will furnish to the Assignor Bank, the
Administrative Agent and [the Company] [the Capital Corporation], on or prior to
the Transfer Effective Date either U.S. Internal Revenue Service Form W-8 or
U.S. Internal Revenue Service Form W-9 (wherein the Loan Assignee claims
entitlement to complete exemption from U.S. federal backup withholding tax on
all interest payments under the Loan) and (iv) agrees (for the benefit of the
Assignor Bank, the Administrative Agent and [the Company] [the Capital
Corporation]) to provide the Assignor Bank, the Administrative Agent and [the
Company] [the Capital Corporation] a new Form 4224 or Form 1001 and Form W-8 or
W-9 or successor applicable form or other manner of certification on or before
the expiration or obsolescence of, or after the occurrence of any event
requiring a change in, any previously delivered letter or form and comparable
statements in accordance with applicable U.S. laws and regulations and
amendments duly executed and completed by the Loan Assignee, and comply from
time to time with all applicable U.S. laws and regulations with regard to such
withholding tax exemption and such backup withholding tax exemption.

                  6.     The Loan Assignee agrees to be bound by subsection 10.7
of the Credit Agreement relating to confidentiality.

                  7.     This Loan Assignment shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.

                  IN WITNESS WHEREOF, the parties hereto have caused this Loan
Assignment to be executed by their respective duly authorized officers on
Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.
<PAGE>

                                                                      SCHEDULE I
                                                                      TO LOAN
                                                                      ASSIGNMENT
                                                                      ----------


Item 1      (Date of Loan                       [Insert date of Loan Assignment]
            Assignment):

Item 2      (Assignor Bank):                    [Insert name of Assignor Bank]

Item 3      (Loan Assignee):                    [Insert name, address, telephone
                                                and telex numbers and name of
                                                contact party of Loan Assignee]

Item 4      (Transfer Effective Date):          [Insert Transfer Effective Date]
                                                [To be a date not less than five
                                                Business Days after date of Loan
                                                Assignment]

Item 5      (Description of Loan):
            a.     Borrowing Date and Maturity  Date of Bid Loan or Negotiated
            Loan:                               Rate
            b.     Principal Amount of Loan:

Item 6      (Payment Instructions):             [Complete only if payments are
                                                to be made by Administrative
                                                Agent to Loan Assignee rather
                                                than to Assignor Bank as
                                                collection agent for Loan
                                                Assignee; leave blank if
                                                Assignor Bank is to act as such
                                                collection agent]

Item 7      (Signatures):
                                                ______________________________,
                                                as Assignor Bank

                                                By:____________________________
                                                   Title:

                                                ______________________________,
                                                as Loan Assignee

                                                By:____________________________
                                                   Title:

ACCEPTED FOR RECORDATION
  IN REGISTER:

THE CHASE MANHATTAN BANK, as
Administrative Agent

By:__________________________
   Title:
<PAGE>

                                                                       EXHIBIT F
                                                                       ---------

                   [FORM OF COMMITMENT TRANSFER SUPPLEMENT]

                        COMMITMENT TRANSFER SUPPLEMENT
                        ------------------------------

                  COMMITMENT TRANSFER SUPPLEMENT, dated as of the date set forth
in Item 1 of Schedule I hereto, among the Transferor Bank set forth in Item 2 of
Schedule I hereto (the "Transferor Bank"), each Purchasing Bank set forth in
                        ---------------
Item 3 of Schedule I hereto (each, a "Purchasing Bank"), DEERE & COMPANY, a
                                      ---------------
Delaware corporation (the "Company"), JOHN DEERE CAPITAL CORPORATION, a Delaware
                           -------
corporation (the "Capital Corporation"), and THE CHASE MANHATTAN BANK, as
                  -------------------
administrative agent for the Banks under the Credit Agreement described below
(in such capacity, the "Administrative Agent").
                        --------------------

                             W I T N E S S E T H :
                             - - - - - - - - - - -

                  WHEREAS, this Commitment Transfer Supplement is being executed
and delivered in accordance with subsection 10.5(d) of the $2,075,000,000
364-Day Credit Agreement, dated as of February 20, 2001, among the Company, the
Capital Corporation, the Transferor Bank and the other Banks party thereto, The
Chase Manhattan Bank, as Administrative Agent, Bank of America, N.A. and Bank
One, NA, as Documentation Agents, Deutsche Bank AG New York Branch, as
Syndication Agent, the Managing Agents named therein and the Co-Agents named
therein (as from time to time amended, supplemented or otherwise modified in
accordance with the terms thereof, the "Credit Agreement"; terms defined therein
                                        ----------------
being used herein as therein defined);

                  WHEREAS, each Purchasing Bank (if it is not already a Bank
party to the Credit Agreement) wishes to become a Bank party to the Credit
Agreement; and

                  WHEREAS, the Transferor Bank is selling and assigning to each
Purchasing Bank, rights, obligations and commitments under the Credit Agreement;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1.     From and after the Transfer Effective Date set forth in
Item 4 of Schedule I hereto (the "Transfer Effective Date"), each Purchasing
Bank shall be a Bank party to the Credit Agreement for all purposes thereof.

                  2.     The Transferor Bank acknowledges receipt from each
Purchasing Bank of an amount equal to the purchase price, as agreed between the
Transferor Bank and such Purchasing Bank (the "Purchase Price"), of the portion
                                               --------------
being purchased by such Purchasing Bank (such Purchasing Bank's "Purchased
                                                                 ---------
Percentage") of the outstanding Commitment of such Transferor Bank and/or
----------
Committed Rate Loans and other amounts owing to the Transferor Bank under the
Credit Agreement (other than any Bid Loans and Negotiated Rate Loans owing to
the Transferor Bank). The Transferor Bank hereby irrevocably sells, assigns and
transfers to each Purchasing Bank, without recourse, representation or warranty,
and each Purchasing Bank
<PAGE>

                                                                             F-2

hereby irrevocably purchases, takes and assumes from the Transferor Bank, such
Purchasing Bank"s Purchased Percentage of the Commitments and the presently
outstanding Committed Rate Loans and other amounts owing to the Transferor Bank
under the Credit Agreement (other than any Bid Loans and Negotiated Rate Loans
owing to the Transferor Bank) together with all instruments, documents and
collateral security pertaining thereto.

                  3.     The Transferor Bank has made arrangements with each
Purchasing Bank with respect to (i) the portion, if any, to be paid, and the
date or dates for payment, by the Transferor Bank to such Purchasing Bank of any
fees heretofore received by the Transferor Bank pursuant to the Credit Agreement
prior to the Transfer Effective Date and (ii) the portion, if any, to be paid,
and the date or dates for payment, by such Purchasing Bank to the Transferor
Bank of fees or interest received by such Purchasing Bank pursuant to the Credit
Agreement from and after the Transfer Effective Date.

                  4.     (a) From and after the Transfer Effective Date,
principal, interest, fees and other amounts that would otherwise be payable to
or for the account of the Transferor Bank pursuant to the Credit Agreement and
the Committed Rate Loans (other than any Bid Loans and Negotiated Rate Loans
owing to the Transferor Bank) shall, instead, be payable to or for the account
of the Transferor Bank and the Purchasing Banks, as the case may be, in
accordance with their respective interests as reflected in this Commitment
Transfer Supplement, whether such amounts have accrued prior to the Transfer
Effective Date or accrue subsequent to the Transfer Effective Date.

                  (b)    The Transferor Bank and each Purchasing Bank hereby
agree and instruct the Administrative Agent that, notwithstanding the provisions
of subparagraph (a) of this paragraph 4, on each date hereafter on which
interest or fees are payable under the Credit Agreement and the Committed Rate
Loans in respect of any period (an "Accrual Period") ending on or prior to the
                                    --------------
Transfer Effective Date, any such interest or fees payable to the Purchasing
Bank on account of such Accrual Period in respect of its interests as reflected
in this Commitment Transfer Supplement shall be paid over to the Transferor Bank
(and, if such interest or fees are not paid in full when due, the payment over
to the Transferor Bank shall be ratable), and the Transferor Bank and such
Purchasing Bank will make appropriate arrangements for the payment to such
Purchasing Bank of the portion thereof owing to it to reflect the amount, if
any, included in the Purchase Price for interest and fees in respect of any
Accrual Period.

                  5.     On or promptly after the Transfer Effective Date
specified in this Commitment Transfer Supplement, the Purchasing Bank and the
Administrative Agent, on behalf of such Purchasing Bank, shall open and maintain
in the name of each Borrower a Loan Account with respect to such Purchasing
Bank"s Committed Rate Loans and Bid Loans to such Borrower.

                  6.     Concurrently with the execution and delivery hereof,
the Administrative Agent will, at the expense of the Transferor Bank, provide to
each Purchasing Bank (if it is not already a Bank party to the Credit Agreement)
conformed copies of all documents delivered to the Administrative Agent on the
Closing Date in satisfaction of the conditions precedent set forth in the Credit
Agreement.
<PAGE>

                                                                             F-3

                  7.     Each of the parties to this Commitment Transfer
Supplement agrees that at any time and from time to time upon the written
request of any other party, it will execute and deliver such further documents
and do such further acts and things as such other party may reasonably request
in order to effect the purposes of this Commitment Transfer Supplement.

                  8.     By executing and delivering this Commitment Transfer
Supplement, the Transferor Bank and each Purchasing Bank confirm to and agree
with each other and the Administrative Agent and the Banks as follows: (i) other
than the representation and warranty that it is the legal and beneficial owner
of the interest being assigned hereby free and clear of any adverse claim, the
Transferor Bank makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other instrument or
document furnished pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, the
Committed Rate Loans or any other instrument or document furnished pursuant
thereto; (ii) the Transferor Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the Capital Corporation or the performance or observance by the Company or
the Capital Corporation of any of its obligations under the Credit Agreement or
any other instrument or document furnished pursuant thereto; (iii) each
Purchasing Bank confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in subsection 3.1
of the Credit Agreement, the financial statements delivered pursuant to
subsection 5.1 of the Credit Agreement, if any, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Commitment Transfer Supplement; (iv) each Purchasing
Bank will, independently and without reliance upon the Administrative Agent, the
Transferor Bank or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (v) each Purchasing
Bank appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto, all in accordance with Section
9 of the Credit Agreement; and (vi) each Purchasing Bank agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Bank.

                  9.     If the Purchasing Bank is organized under the laws of
any jurisdiction other than the United States or any State thereof, the
Purchasing Bank (i) represents to the Transferor Bank (for the benefit of the
Transferor Bank, the Administrative Agent and the Borrowers) that under
applicable law and treaties no taxes will be required to be withheld by the
Administrative Agent, the Borrowers or the Transferor Bank with respect to any
payments to be made to the Purchasing Bank in respect of the Loans, (ii) will
furnish to the Transferor Bank, the Administrative Agent and the Borrowers, on
or prior to the Transfer Effective Date, a letter in duplicate in the form of
Exhibit J or Exhibit K, as appropriate, to the Credit Agreement and two duly
completed copies of either U.S. Internal Revenue Service Form 4224 or U.S.
Internal Revenue Service Form 1001 (wherein the Purchasing Bank claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments in respect of the Loans), (iii) will furnish to the Transferor
Bank, the Administrative Agent and the Borrowers, on or prior
<PAGE>

                                                                             F-4

to the Transfer Effective Date either U.S. Internal Revenue Service Form W-8 or
U.S. Internal Revenue Service Form W-9 (wherein the Purchasing Bank claims
entitlement to complete exemption from U.S. federal backup withholding tax on
all interest payments under the Loan) and (iv) agrees (for the benefit of the
Transferor Bank, the Administrative Agent and the Borrowers), to provide the
Transferor Bank, the Administrative Agent and the Borrowers a new Form 4224 or
Form 1001 and Form W-8 or W-9 or successor applicable form or other manner of
certification on or before the expiration or obsolescence of, or after the
occurrence of any event requiring a change in, any previously delivered letter
or form and comparable statements in accordance with applicable U.S. laws and
regulations and amendments duly executed and completed by the Purchasing Bank,
and comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption and such backup withholding tax
exemption.

                  10.    The Purchasing Bank agrees to be bound by subsection
10.7 of the Credit Agreement relating to confidentiality.

                  11.    Schedule II hereto sets forth the revised Commitments
and Commitment Percentages of the Transferor Bank and each Purchasing Bank as
well as administrative information with respect to each Purchasing Bank.

                  12.    This Commitment Transfer Supplement shall be governed
by, and construed and interpreted in accordance with, the law of the State of
New York.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Commitment Transfer Supplement to be executed by their respective duly
authorized officers on Schedule I hereto as of the date set forth in Item 1 of
Schedule I hereto.
<PAGE>

                                                                      SCHEDULE I
                                                                      TO
                                                                      COMMITMENT
                                                                      TRANSFER
                                                                      SUPPLEMENT
                                                                      ----------

                         COMPLETION OF INFORMATION AND
                           SIGNATURES FOR COMMITMENT
                              TRANSFER SUPPLEMENT
                              -------------------

Item 1      (Date of Commitment                [Insert date of Commitment
            Transfer Supplement):              Transfer Supplement]

Item 2      (Transferor Bank):                 [Insert name of Transferor Bank]

Item 3      (Purchasing Bank[s])               [Insert name[s] of Purchasing
                                               Bank[s]]

Item 4      (Transfer Effective Date):         [Insert Transfer Effective Date:]
                                               [To be a date not less than five
                                               Business Days after date of
                                               Commitment Transfer Supplement]

Item 5      (Signatures of Parties             _______________________________,
            to Commitment Transfer             as Transferor Bank
            Supplement):

                                               By:_____________________________
                                                  Title:

                                               _______________________________,
                                               as a Purchasing Bank

                                               By:_____________________________
                                                  Title:

                                               _______________________________,
                                               as a Purchasing Bank

                                               By:_____________________________
                                                  Title:
<PAGE>

                                                                             I-2

CONSENTED TO AND ACKNOWLEDGED:

DEERE & COMPANY

By:_________________________________
     Title:

JOHN DEERE CAPITAL CORPORATION

By:_________________________________
     Title:


ACCEPTED FOR RECORDATION
  IN REGISTER:

THE CHASE MANHATTAN BANK, as Administrative
  Agent

By:_________________________________
     Title:
<PAGE>

                                                                   SCHEDULE II
                                                                   TO COMMITMENT
                                                                   TRANSFER
                                                                   SUPPLEMENT
                                                                   ----------

                      LIST OF LENDING OFFICES, ADDRESSES
                      FOR NOTICES AND COMMITMENT AMOUNTS
                      ----------------------------------

<TABLE>
<CAPTION>
<S>                                     <C>                                             <C>
[Name of Transferor Bank]                Revised Commitment Amount:                      $_____________
                                         -------------------------
                                         Revised Commitment Percentage:                   _____________
                                         -----------------------------
[Name of Purchasing Bank]                New Commitment Amount:                          $_____________
                                         ---------------------
Address for Notices:
-------------------
                                         New Commitment Percentage:                       _____________
                                         -------------------------
--------------------
--------------------
--------------------
Attn:  _____________
Telephone:  _____________
Facsimile:  _____________
[Name of Purchasing Bank]                New Commitment Amount:                          $_____________
                                         ---------------------
Address for Notices:
-------------------
                                         New Commitment Percentage:                        _____________
--------------------                     -------------------------
--------------------
--------------------
Attn:  _____________
Telephone:  _____________
Facsimile:  _____________
</TABLE>
<PAGE>

                                                                       EXHIBIT G
                                                                       ---------

                      [FORM OF OPINION OF GENERAL COUNSEL
                                TO THE COMPANY]

                                               [Closing Date]
To each of the Banks parties to
the Credit Agreement referred to
below and to The Chase Manhattan
Bank, as Administrative Agent

                              Deere & Company and
                              -------------------
                        John Deere Capital Corporation
                        ------------------------------

Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to subsection 4.1(c)
of the $2,075,000,000 364-Day Credit Agreement dated as of February 20, 2001
(the "Credit Agreement") among Deere & Company (the "Company"), John Deere
Capital Corporation (the "Capital Corporation", the Company and the Capital
Corporation being referred to herein individually as a "Borrower" and
collectively as the "Borrowers"), the Banks parties thereto, The Chase Manhattan
Bank, as Administrative Agent, Bank of America, N.A. and Bank One, NA, as
Documentation Agents, Deutsche Bank AG New York Branch, as Syndication Agent,
the Managing Agents named therein and the Co-Agents named therein for said
Banks. Terms defined in the Credit Agreement are used herein as therein defined.

                  I am General Counsel of the Company and have acted as counsel
for the Capital Corporation in this matter. I am familiar with the corporate
history and organization of each Borrower and of its Subsidiaries and the
proceedings relating to the authorization, execution and delivery by each
Borrower of the Credit Agreement. In that connection I have examined or caused
to have examined:

                  1.       The Credit Agreement;

                  2.       The documents furnished by each of the Borrowers
                           pursuant to Section 4 of the Credit Agreement;

                  3.       The Certificates of Incorporation of the Borrowers
                           and all amendments thereto (the "Charters");

                  4.       The bylaws of the Borrowers and all amendments
                           thereto (the "Bylaws"); and

                  5.       Certificates of the Secretary of State of Delaware,
                           each dated a recent date, attesting to the continued
                           corporate existence and good standing of the
                           Borrowers in that State.
<PAGE>

                                                                             G-2

                  In addition, I have reviewed or caused to have reviewed such
of the corporate proceedings of the Borrowers, and have examined or caused to
have examined such documents, corporate records, and other instruments relating
to the organization of the Borrowers and their respective Subsidiaries and such
other agreements and instruments to which the Borrowers and their respective
Subsidiaries are parties, as I consider necessary as a basis for the opinions
hereinafter expressed. I have assumed the due execution and delivery, pursuant
to due authorization, of the Credit Agreement by the Banks, the Administrative
Agent, the Syndication Agent, the Documentation Agents, the Managing Agents and
the Co-Agents, and the authenticity of all documents submitted to me as
originals and the conformity to the original documents of all documents
submitted to me as certified, conformed or photostatic copies.

                  I am qualified to practice law in the State of Illinois and
the State of Michigan and do not purport to be an expert on, and do not express
any opinion herein concerning, any laws other than the laws of the State of
Illinois and the State of Michigan, the General Corporation Law of the State of
Delaware and the Federal laws of the United States.

                  Based upon the foregoing and upon such investigation as I have
deemed necessary, I am of the following opinion:

                  1.       Each Borrower is a corporation duly organized,
                           validly existing and in good standing under the laws
                           of the State of Delaware and has the corporate power
                           and authority to carry on its business as now being
                           conducted and to own its properties.

                  2.       The execution, delivery and performance by each
                           Borrower of the Credit Agreement are within such
                           Borrower's corporate powers, have been duly
                           authorized by all necessary corporate action, and (i)
                           do not contravene, or constitute a default under the
                           Charter or the Bylaws of such Borrower, any judgment,
                           law, rule or regulation applicable to such Borrower,
                           or any Contractual Obligation by which such Borrower
                           is bound or (ii) result in the creation of any lien,
                           charge or encumbrance upon any of its property or
                           assets. The Credit Agreement has been duly executed
                           and delivered on behalf of each Borrower.

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

                  4.       There is no pending or, to the best of my knowledge,
                           threatened action or proceeding against either
                           Borrower or any of its Subsidiaries before any court,
                           governmental agency or arbitrator which is likely to
                           have a materially adverse effect upon the financial
                           condition or operations of such Borrower and its
                           Subsidiaries taken as a whole.
<PAGE>

                                                                             G-3

                  I am aware that Shearman & Sterling will rely upon the
opinions set forth in paragraphs 1, 2, and 3 of this opinion in rendering their
opinion furnished pursuant to subsection 4.1(c) of the Credit Agreement and
consent thereto.

                                             Very truly yours,


                                             James R. Jenkins
<PAGE>

                                                                       EXHIBIT H
                                                                       ---------

                 [FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
                               TO THE BORROWERS]

                                                [Closing Date]

To each of the Banks parties to the
Credit Agreement referred to below and
to The Chase Manhattan Bank, as
Administrative Agent

                                Deere & Company
                                ---------------
                        John Deere Capital Corporation
                        ------------------------------

Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to subsection 4.1(c)
of the $2,075,000,000 364-Day Credit Agreement, dated as of February 20, 2001
(the "Credit Agreement"), among Deere & Company (the "Company"), John Deere
Capital Corporation (the "Capital Corporation", the Company and the Capital
Corporation being referred to herein individually as a "Borrower" and
collectively as the "Borrowers"), the Banks parties thereto, The Chase Manhattan
Bank, as Administrative Agent, Bank of America, N.A. and Bank One, NA, as
Documentation Agents, Deutsche Bank AG New York Branch, as Syndication Agent,
the Managing Agents named therein and the Co-Agents named therein. Terms defined
in the Credit Agreement are used herein as therein defined.

                  We have acted as special New York counsel for the Borrowers in
connection with the preparation, execution and delivery of the Credit Agreement.

                  In that connection we have examined:

                  (1)      the Credit Agreement; and

                  (2)      the documents furnished by each of the Borrowers
         pursuant to Section 4.1 of the Credit Agreement.

                  We have assumed the due execution and delivery, pursuant to
due authorization, of the Credit Agreement by the Banks and the Agents, the
authenticity of all documents submitted to us as originals and the conformity to
the original documents of all documents submitted to us as certified, conformed
or photostatic copies. We have also assumed that the Banks and the Agents will
perform the Credit Agreement reasonably and in good faith and will act
reasonably and in good faith in taking action, exercising discretion and making
determinations thereunder. We have also assumed that no Bid Loan or Negotiated
Rate Loan made in an amount of less than $2,500,000 will bear interest at a rate
greater than 25% per annum.
<PAGE>

                                                                             H-2

                  We are qualified to practice law in the State of New York. We
do not express any opinion herein concerning any laws other than the laws of the
State of New York and the Federal laws of the United States. To the extent our
opinions expressed below involve conclusions as to matters set forth in
paragraph 1, 2 or 3 of the opinion of James R. Jenkins, General Counsel of the
Company, a copy of which is being delivered to you today pursuant to Section
4.1(c) of the Credit Agreement, we have, with your permission, relied on such
opinion.

                  Based upon the foregoing and upon such investigation as we
have deemed necessary, we are of the opinion that the Credit Agreement
constitutes the legal, valid and binding obligation of each Borrower enforceable
against such Borrower in accordance with its terms, subject to (a) the effect of
any applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers, reorganization and moratorium) or similar law
affecting creditors" rights generally and (b) the effect of general principles
of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law).

                                           Very truly yours,


                                           SHEARMAN & STERLING
<PAGE>

                                                                       EXHIBIT I
                                                                       ---------

                          [FORM OF EXTENSION REQUEST]

                          ____________________, 200_

The Chase Manhattan Bank,
as Administrative Agent
One Chase Manhattan Plaza
New York, New York  10081
Attention:  ______________________

Ladies and Gentlemen:

                  Reference is made to the $2,075,000,000 364-Day Credit
Agreement, dated as of February 20, 2001 among Deere & Company, John Deere
Capital Corporation, the Banks parties thereto, The Chase Manhattan Bank, as
Administrative Agent, Bank of America, N.A. and Bank One, NA, as Documentation
Agents, Deutsche Bank AG New York Branch, as Syndication Agent, the Managing
Agents named therein and the Co-Agents named therein (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein as therein
defined.

                  This is an Extension Request pursuant to subsection 2.16 of
the Credit Agreement requesting an extension of the Termination Date to [INSERT
REQUESTED TERMINATION DATE]. Please transmit a copy of this Extension Request to
each of the Banks.
                                         Very truly yours,

                                         DEERE & COMPANY

                                         By:___________________________________
                                              Title:

                                         JOHN DEERE CAPITAL CORPORATION

                                         By:___________________________________
                                              Title:
<PAGE>

                                                                       EXHIBIT J
                                                                       ---------

                             [FORM OF TAX LETTER]

                   [To be sent in DUPLICATE and accompanied
                    by TWO executed copies of Form 1001 of
                         the Internal Revenue Service]

                              [Bank's Letterhead]

                                                   __________, 200_

Deere & Company
One John Deere Place
Moline, Illinois  61265
Attention:  Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada  89501
Attention:  Manager

                 Re:      $2,075,000,000 364-Day Credit Agreement
                          dated as of February 20, 2001 with Deere &
                          Company and John Deere Capital Corporation
                          ------------------------------------------

Ladies and Gentlemen:

                  In connection with the $2,075,000,000 364-Day Credit
Agreement, dated as of February 20, 2001, among Deere & Company, John Deere
Capital Corporation, the Banks parties thereto, The Chase Manhattan Bank, as
Administrative Agent, Bank of America, N.A. and Bank One, NA, as Documentation
Agents, Deutsche Bank AG New York Branch, as Syndication Agent, the Managing
Agents named therein and the Co-Agents named therein, we hereby represent and
warrant that [name of Bank, address] is a [name of Country] corporation and is
currently exempt from any U.S. federal withholding tax on payments to it from
U.S. sources by virtue of compliance with the provisions of the Income Tax
Convention between the United States and [name of Country] signed [date], [as
amended]. Our fiscal year is the twelve months ending [_____________].

                  The undersigned (a) is a corporation organized under the laws
of [_______] whose registered business is managed or controlled in [_______],
(b) [does not have a permanent establishment or fixed base in the United States]
[does have a permanent establishment or fixed base in the United States but the
above Agreement is not effectively connected with such permanent establishment
or fixed base], (c) is not exempt from tax on the income in [_______] and (d) is
the beneficial owner of the income.
<PAGE>

                                                                             J-2

                  We enclose herewith two copies of Form 1001 of the U.S.
Internal Revenue Service.

                                             Yours faithfully,

                                             [NAME OF BANK]


                                             By:___________________________
                                                Title:

cc: The Chase Manhattan Bank, as Administrative Agent
<PAGE>

                                                                       EXHIBIT K
                                                                       ---------

                             [FORM OF TAX LETTER]

                   [To be sent in DUPLICATE and accompanied
                    by TWO executed copies of Form 4224 of
                         the Internal Revenue Service]

                              [Bank's Letterhead]



                                                 _________________________, 200_
Deere & Company
One John Deere Place
Moline, Illinois 61265
Attention: Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada 89501
Attention: Manager

                     Re:      $2,075,000,000 364-Day Credit Agreement
                              dated as of February 20, 2001 with Deere &
                              Company and John Deere Capital Corporation
                              ------------------------------------------

Ladies and Gentlemen:

                  In connection with the above $2,075,000,000 364-Day Credit
Agreement, dated as of February 20, 2001 among Deere & Company, John Deere
Capital Corporation, the Banks parties thereto, The Chase Manhattan Bank, as
Administrative Agent, Bank of America, N.A. and Bank One, NA, as Documentation
Agents, Deutsche Bank AG New York Branch, as Syndication Agent, the Managing
Agents named therein and the Co-Agents named therein, we hereby represent and
warrant that [name of Bank, address] is a corporation and is entitled to
exemption from U.S. federal withholding tax on payments to it under the
Agreement by virtue of Section 1441(c)(1) of the Internal Revenue Code of the
United States of America and Treasury Regulation Section 1.1441-4(a) thereunder.
<PAGE>

                                                                             K-2
          We enclose herewith two copies of Form 4224 of the U.S. Internal
Revenue Service.

                                         Yours faithfully,


                                         [NAME OF BANK]


                                         By:__________________________
                                            Title:

cc:  The Chase Manhattan Bank, as Administrative Agent
<PAGE>

                                                                       EXHIBIT L
                                                                       ---------
                              [FORM OF AGREEMENT]

          THIS AGREEMENT, dated as of _____, 200_ ("Agreement"), among Deere &
                                                    ---------
Company (the "Company"), John Deere Capital Corporation (the "Capital
              -------                                         -------
Corporation"), ____________ ("New Bank") and The Chase Manhattan Bank, as
-----------                   --------
Administrative Agent for the Existing Banks referred to below.

                             W I T N E S S E T H :
                             - - - - - - - - - -

          WHEREAS, the Company, the Capital Corporation, the several financial
institutions parties thereto (the "Existing Banks"), The Chase Manhattan Bank,
                                   --------------
as Administrative Agent, Bank of America, N.A. and Bank One, NA, as
Documentation Agents, Deutsche Bank AG New York Branch, as Syndication Agent,
the Managing Agents named therein and the Co-Agents named therein are parties to
the $2,075,000,000 364-Day Credit Agreement, dated as of February 20, 2001 (as
the same may have been or may hereafter be amended, supplemented or otherwise
modified, the "Credit Agreement"; terms defined therein being used herein as
               ----------------
therein defined);

          WHEREAS, subsection 2.19 of the Credit Agreement provides that one or
more financial institutions (which may be Existing Banks) may be added as a
"Bank" or "Banks" for purposes of the Credit Agreement upon the cancellation of
all or a portion of the Commitments pursuant to subsection 2.13(a), (b) or (c),
2.16(c) or 2.17(b) of the Credit Agreement or the expiration of all or a portion
of the Commitments pursuant to subsection 2.16(b) of the Credit Agreement and
the execution of an agreement in substantially the form of this Agreement;

          WHEREAS, the Borrowers have cancelled or there have expired an
aggregate principal amount of Commitments equal to $______which have not
heretofore been replaced (the "Cancelled Commitments"; the Banks that are
                               ---------------------
maintaining or have maintained the Cancelled Commitments being collectively
referred to as "Cancelled Banks"); such Cancelled Commitments being on the date
                ---------------
hereof, or on the date of notice of cancellation hereof having been, utilized as
follows:

                                                         Last day of
Principal Amount                                         Interest Period
                                                         ---------------
I     Unused Portion                                          N/A
      --------------

II    Committed Rate Loans
      --------------------
Eurodollar Loans

      1
      2
      3
<PAGE>

                                                                             L-2

ABR Loans                                                          N/A

III    Bid Loans
       ---------

       1
       2
       3

IV     Negotiated Rate Loans
       ---------------------

       1
       2
       3

          WHEREAS, the cancellation of the Cancelled Commitments is effective in
accordance with the Credit Agreement; and

          WHEREAS, [the Borrowers desire the New Bank to become, and the New
Bank is agreeable, to becoming, a "Bank" for purposes of the Credit Agreement]
[the New Bank is an Existing Bank and the Borrowers desire the New Bank to
increase, and the New Bank is agreeable to increasing, its Commitment]* on the
terms contained herein.

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

          1.   Benefits of Agreement.  The Borrowers, the Administrative Agent
               ----------------------
and the New Bank hereby [agree that on and as of the date hereof the New Bank
shall be] [confirm that the New Bank is] a "Bank" for all purposes and shall
[continue to] be bound by and entitled to the benefits of the Credit Agreement
[as if the New Bank had been named on the signature pages thereof], provided
                                                                    --------
that the New Bank shall not assume and shall, except as herein provided, have no
obligations in respect of any Loans outstanding on the date hereof and made by
any [Existing Bank.] [Cancelled Bank.]*

          2.   Commitment of New Bank. The Borrowers, the Administrative Agent
               ----------------------
and the New Bank hereby agree that on and as of the dates set forth below the
New Bank shall replace, as specified herein, _% (such percentage being referred
to as the New Bank"s "Percentage") of each utilization of the Cancelled
Commitments [set forth in the third recital hereof] [set forth under the caption
"Committed Rate Loans"] and that the aggregate Commitment of the New Bank shall
on and as of the date hereof be $_____**. In connection therewith, the
Borrowers, the Administrative Agent and the New Bank hereby agree as follows***:

          (i)  for purposes of determining such New Bank"s pro rata share of
     each Committed Rate Loan borrowing advanced on or after the date hereof
     such Bank"s Commitment shall be equal to $[same as above];
                                                -------------
___________________
* As appropriate for New or Existing Banks.
<PAGE>

                                                                             L-3

        (ii)      the unused and available portion of such New Bank"s Commitment
     shall be deemed utilized by its Percentage of the Committed Rate Loans made
     by the Cancelled Banks and listed in the third recital hereof. In
     furtherance thereof, the unused and available portion of such New Bank"s
     Commitment shall, on the earlier of (x) the last day of each Interest
     Period specified for each outstanding Committed Rate Loan in the third
     recital hereof (and the payment in full to the Cancelled Banks of the
     principal thereof and accrued interest thereon) and (y) the prepayment of
     the principal of such Loans together with accrued interest thereon,
     automatically and without any further action by any party increase by an
     amount equal to the New Bank"s Percentage of such Loan; and

        (iii)     [(A)] [concurrently with the execution hereof the New Bank
     shall disburse to each Borrower in immediately available funds such amount
     as shall be necessary so that the ratio which each Bank"s outstanding ABR
     Loans bears to all of the outstanding ABR Loans equals the ratio which each
     Bank"s Commitment (determined, for the New Bank, in accordance with clause
     (i) above) bears to all of the Commitments (determined, for the New Bank,
     in accordance with the immediately foregoing parenthetical);]

                  [(B)] [on the last day of each Interest Period for each
outstanding Eurodollar Loan, automatically and without any further action by
either Borrower, the New Bank shall disburse to each Borrower in immediately
available funds such amounts as shall be necessary so that the ratio which each
Bank"s outstanding Eurodollar Loans, bears to all of the outstanding Eurodollar
Loans, equals the ratio which each Bank"s Commitment (determined, for the New
Bank, in accordance with clause (i) hereof) bears to all of the Commitments
(determined, for the New Bank, in accordance with the immediately foregoing
parenthetical);]

               [(C)] [Funding of outstanding Bid Loans of Cancelled Banks]*

               [(D)] [Funding of outstanding Negotiated Rate Loans of Cancelled
Banks].*

               3. Representation and Warranty of Borrowers. The Borrowers
                  ----------------------------------------
hereby represent and warrant that after giving effect to the provisions of
paragraph 2 hereof the aggregate principal amount of the Commitments of all
Banks (including, without limitation, the Commitment of the New Bank but
excluding the cancelled or expired portion of the Commitments of the Cancelled
Banks) under the Credit Agreement do not exceed the aggregate principal amount
of the Commitments in effect immediately prior to the cancellation referred to
in the third recital hereof.

               4. Confidentiality.  The New Bank agrees to [continue to] be
                  ---------------
bound by the provisions of subsection 10.7 of the Credit Agreement.

________________________
* To be completed upon agreement of Borrowers and New Bank.
<PAGE>

                                                                             L-4

               5.       [Taxes. The New Bank (i) represents to the
                         -----
Administrative Agent and the Borrowers that [it is incorporated under the laws
of the United States or a state thereof][under applicable law and treaties no
taxes will be required to be withheld by the Administrative Agent or the
Borrowers with respect to any payments to be made to such New Bank in respect of
the Loans], (ii) represents that it has furnished to the Administrative Agent
and the Borrowers (A) [a statement that it is incorporated under the laws of the
United States or a state thereof][a letter in duplicate in the form of Exhibit
[J][K] to the Credit Agreement and two duly completed copies of United States
Internal Revenue Service Form [4224][1001][successor applicable form],
certifying that such New Bank is entitled to receive payments under the Credit
Agreement without deduction or withholding of any United States federal income
taxes], and (B) [an Internal Revenue Service Form [W-8][W-9]] [successor
applicable form] to establish an exemption from United States backup withholding
tax, and (iii) agrees to provide the Administrative Agent and the Borrowers a
new Form [4224][1001] and Form [W-8][W-9], or successor applicable form or other
manner of certification, on or before the date that any such letter or form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent letter and form previously delivered by it, certifying
in the case of a Form [1001][4224] that it is entitled to receive payments under
the Credit Agreement without deduction or withholding of any United States
federal income tax, and in the case of a Form [W-8][W-9] establishing exemption
from United States backup withholding tax.]*

               [5][6].  Miscellaneous.  (a)  This Agreement may be executed by
                        -------------
the parties hereto in separate counterparts and all of the counterparts taken
together shall constitute one and the same instrument and shall be effective
only upon receipt by the Administrative Agent of all of the counterparts.

               (b)      This Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

_________________

* Use for non-Existing Banks.
<PAGE>

                                                                             L-5

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

                                            DEERE & COMPANY


                                            By:_______________________________
                                                 Title:


                                            JOHN DEERE CAPITAL CORPORATION


                                            By:______________________________
                                                 Title:


                                            [NAME OF NEW BANK]


                                            By:______________________________
                                                 Title:

                                            [Address]
                                            Telephone:
                                            Facsimile:


                                            THE CHASE MANHATTAN BANK, as
                                                Administrative Agent


                                            By:______________________________
                                                Title:
<PAGE>

                                                                       EXHIBIT M

                [FORM OF BID LOAN OR NEGOTIATED RATE LOAN NOTE]

                                PROMISSORY NOTE
                                ---------------

$__________                                                 New York, New York
                                                          ___________ __, 200_

          FOR VALUE RECEIVED, the undersigned, [DEERE & COMPANY] [JOHN DEERE
CAPITAL CORPORATION], a Delaware corporation (the "Borrower"), hereby promises
                                                   --------
to pay on [insert maturity date or dates] to the order of ________________ (the
"Bank") at the office of [The Chase Manhattan Bank located at 270 Park Avenue,
New York, New York 10017 -- for Bid Loan Note] [Name and address of Bank -- for
Negotiated Rate Loan Note], in lawful money of the United States of America and
in immediately available funds, the principal sum of ______________DOLLARS
($____________). The undersigned further agrees to pay interest in like money at
such office on the unpaid principal amount hereof from time to time from the
date hereof [at the rate of ___% per annum -- for Bid Loan Note] [specify rate
for Negotiated Rate Loan Note] (calculated on the basis of a year of 360 days
and actual days elapsed) until the due date hereof (whether at the stated
maturity, by acceleration, or otherwise) and thereafter at the rates determined
or agreed in accordance with subsection 2.2(e) of the $2,075,000,000 364-Day
Credit Agreement, dated as of February 20, 2001 (the "Credit Agreement"), among
                                                      ------ ---------
the Borrower, [Deere & Company] [John Deere Capital Corporation], the Bank, the
other financial institutions parties thereto, The Chase Manhattan Bank, as
Administrative Agent, Bank of America, N.A. and Bank One, NA, as Documentation
Agents, Deutsche Bank AG New York Branch, as Syndication Agent, the Managing
Agents named therein and the Co-Agents named therein. Interest shall be payable
on _______________. This Note may be prepaid pursuant to the provisions of
subsection 2.6 of the Credit Agreement.

          This Note is one of the [Bid] [Negotiated Rate Loan] Notes referred to
in, is subject to and is entitled to the benefits of, the Credit Agreement,
which Credit Agreement, among other things, contains provisions for acceleration
of the maturity hereof upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement.

          Terms defined in the Credit Agreement are used herein with their
defined meanings unless otherwise defined herein. This Note shall be governed
by, and construed and interpreted in accordance with, the law of the State of
New York.

                                             [DEERE & COMPANY]
                                             [JOHN DEERE CAPITAL CORPORATION]


                                             By:_____________________________
                                                Title:
<PAGE>

                                                                       EXHIBIT N


                                    FORM OF
                              NEW BANK SUPPLEMENT

          SUPPLEMENT, dated _______ __, to the $2,075,000,000 364-Day Credit
Agreement (as in effect on the date hereof, the "Credit Agreement") dated as of
February 20, 2001, among Deere & Company (the "Company"), John Deere Capital
Corporation, the banks and other financial institutions from time to time party
thereto (each a "Bank," and together, the "Banks"), The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the "Administrative Agent") for the
Banks, Bank of America, N.A. and Bank One, NA, as Documentation Agents, Deutsche
Bank AG New York Branch, as Syndication Agent, the Managing Agents named therein
and the Co-Agents named therein. Unless the context otherwise requires, all
capitalized terms used herein without definition shall have the meanings
ascribed to them in the Credit Agreement.

                             W I T N E S S E T H:
                             - - - - - - - - - -

          WHEREAS, the Credit Agreement provides in subsection 2.20 thereof that
any bank or financial institution, although not originally a party thereto, may
become a party to the Credit Agreement in accordance with the terms thereof by
executing and delivering to the Borrowers and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of this Supplement;
and

          WHEREAS, the undersigned was not an original party to the Credit
Agreement but now desires to become a party thereto;

          NOW, THEREFORE, the undersigned hereby agrees as follows:

          1. The undersigned agrees to be bound by the provisions of the Credit
Agreement and agrees that it shall, on the date this Supplement is accepted by
the Borrowers and the Administrative Agent, become a Bank for all purposes of
the Credit Agreement to the same extent as if originally a party thereto, with a
Commitment of $__________________.

          2. The undersigned (a) represents and warrants that it is legally
authorized to enter into this Supplement; (b) confirms that it has received a
copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to Section 5.1 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (c) agrees that it has made and will,
independently and without reliance upon any Agent, Managing Agent or Co-Agent or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement or any instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers and discretion under the Credit Agreement or any
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will
<PAGE>

                                                                             N-2

be bound by the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Bank including, without
limitation, its obligation pursuant to subsection 2.17(c) of the Credit
Agreement.

          3. The undersigned"s address for notices for the purposes of the
Credit Agreement is as follows:

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

                                         Attention:_____________

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

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

                                         Fax:___________________

          IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

                                               [NAME OF NEW BANK]


                                               By:_________________________
                                                  Title:

Accepted this _____ day of

______________, 200_

DEERE & COMPANY


By:_________________________
    Title:


JOHN DEERE CAPITAL CORPORATION


By:_________________________
    Title:
<PAGE>

                                                                             N-3

Accepted this _____ day of

______________, 200_


THE CHASE MANHATTAN BANK,
  as Administrative Agent


By:_________________________
    Title:
<PAGE>

                                                                       EXHIBIT O
                                                                       ---------

                                    FORM OF
                        COMMITMENT INCREASE SUPPLEMENT

          SUPPLEMENT, dated _______ 200_, to the $2,075,000,000 364-Day Credit
Agreement (as in effect on the date hereof, the "Credit Agreement") dated as of
February 20, 2001, among Deere & Company (the "Company"), John Deere Capital
Corporation, the banks and other financial institutions from time to time party
thereto (each a "Bank," and together, the "Banks"), The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the "Administrative Agent"), Bank of
America, N.A. and Bank One, NA, as Documentation Agents, Deutsche Bank AG New
York Branch, as Syndication Agent, the Managing Agents named therein and the Co-
Agents named therein. Unless the context otherwise requires, all capitalized
terms used herein without definition shall have the meanings ascribed to them in
the Credit Agreement.

                             W I T N E S S E T H:
                             - - - - - - - - - -

          WHEREAS, pursuant to the provisions of subsection 2.20 of the Credit
Agreement, the undersigned may increase the amount of its Commitment in
accordance with the terms thereof by executing and delivering to the Borrowers
and the Administrative Agent a supplement to the Credit Agreement in
substantially the form of this Supplement; and

          WHEREAS, the undersigned now desires to increase the amount of its
Commitment under the Credit Agreement;

          NOW THEREFORE, the undersigned hereby agrees as follows:

          1. The undersigned agrees, subject to the terms and conditions of the
Credit Agreement, that on the date this Supplement is accepted by the Borrowers
and the Administrative Agent it shall have its Commitment increased by
$______________, thereby making the amount of its Commitment $______________.

          IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

                                        [NAME OF BANK]


                                        By:_________________________
                                            Title:

Accepted this _____ day of

______________, 200_

DEERE & COMPANY
<PAGE>

By:_________________________
    Title:

JOHN DEERE CAPITAL CORPORATION


By:_________________________
    Title:

Accepted this _____ day of

______________, 200_

THE CHASE MANHATTAN BANK,
  as Administrative Agent


By:_________________________
    Title: