<PAGE>
                                                                   EXHIBIT 10(a)



                           FIVE-YEAR CREDIT AGREEMENT

                          Dated as of February 25, 2004

                                      Among

                             THE WALT DISNEY COMPANY

                                   as Borrower

                                       and

                     THE FINANCIAL INSTITUTIONS NAMED HEREIN

                                   as Lenders

                                       and

        BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS, INC.

                 as Joint Lead Arrangers and Joint Book Managers

                                       and

                               CITICORP USA, INC.

                             as Administrative Agent

                                       and

                              BANK OF AMERICA, N.A.

                              as Syndication Agent

                                       and

                               BARCLAYS BANK, PLC,
                        BNP PARIBAS SA, HSBC BANK USA and
                               JPMORGAN CHASE BANK

                           as Co-Documentation Agents


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS........................................................................    1

         SECTION 1.01 Certain Defined Terms.......................................................................    1
         SECTION 1.02 Computation of Time Periods.................................................................   12
         SECTION 1.03 Accounting Terms............................................................................   13

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES......................................................................   13

         SECTION 2.01 The Advances................................................................................   13
         SECTION 2.02 Making the Advances.........................................................................   13
         SECTION 2.03 Fees........................................................................................   15
         SECTION 2.04 Reduction of the Commitments................................................................   15
         SECTION 2.05 Repayment of Advances.......................................................................   15
         SECTION 2.06 Interest on Advances........................................................................   15
         SECTION 2.07 Additional Interest on Eurocurrency Rate Advances...........................................   16
         SECTION 2.08 Interest Rate Determination.................................................................   16
         SECTION 2.09 Optional Conversion of Advances.............................................................   17
         SECTION 2.10 Prepayments of Advances.....................................................................   18
         SECTION 2.11 Increased Costs.............................................................................   19
         SECTION 2.12 Illegality..................................................................................   20
         SECTION 2.13 Payments and Computations...................................................................   20
         SECTION 2.14 Taxes.......................................................................................   22
         SECTION 2.15 Sharing of Payments, Etc....................................................................   24
         SECTION 2.16 Mandatory Assignment by a Lender; Mitigation................................................   25
         SECTION 2.17 Evidence of Debt............................................................................   25
         SECTION 2.18 Use of Proceeds.............................................................................   26
         SECTION 2.19 Increase in the Aggregate Commitments.......................................................   26
         SECTION 2.20 Extension of Termination Date...............................................................   27

ARTICLE III AMOUNT AND TERMS OF LETTERS OF CREDIT AND PARTICIPATIONS THEREIN......................................   29

         SECTION 3.01 Letters of Credit...........................................................................   29
         SECTION 3.02 Limitation on the Issuance of Letters of Credit Denominated in Committed Currencies.........   31
         SECTION 3.03 Issuing the Letters of Credit...............................................................   31
         SECTION 3.04 Reimbursement Obligations...................................................................   31
         SECTION 3.05 Participations Purchased by the Lenders.....................................................   32
         SECTION 3.06 Letter of Credit Fees.......................................................................   32
         SECTION 3.07 Indemnification; Nature of the Issuing Banks' Duties........................................   33
         SECTION 3.08 Uniform Customs and Practice................................................................   34
         SECTION 3.09 Additional Issuing Banks....................................................................   34
         SECTION 3.10 Dollar Payment Obligation...................................................................   34
         SECTION 3.11 Survival of Provisions; Cash Collateral.....................................................   34

ARTICLE IV CONDITIONS OF EFFECTIVENESS AND LENDING................................................................   35

         SECTION 4.01 Conditions Precedent to Effectiveness of Section 2.01.......................................   35
         SECTION 4.02 Conditions Precedent to Each Borrowing/Issuance.............................................   35
         SECTION 4.03 Determinations Under Section 4.01...........................................................   36
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
ARTICLE V REPRESENTATIONS AND WARRANTIES..........................................................................    36

         SECTION 5.01 Representations and Warranties of the Borrower..............................................    36
         SECTION 5.02 Additional Representations and Warranties of the Borrower as of Each Increase Date and
                  Each Extension Date.............................................................................    37

ARTICLE VI COVENANTS OF THE BORROWER..............................................................................    38

         SECTION 6.01 Affirmative Covenants.......................................................................    38
         SECTION 6.02 Negative Covenants..........................................................................    39

ARTICLE VII EVENTS OF DEFAULT.....................................................................................    40

         SECTION 7.01 Events of Default...........................................................................    40

ARTICLE VIII THE ADMINISTRATIVE AGENT.............................................................................    41

         SECTION 8.01 Authorization and Action....................................................................    41
         SECTION 8.02 Administrative Agent's Reliance, Etc........................................................    42
         SECTION 8.03 CUSA and Affiliates.........................................................................    42
         SECTION 8.04 Lender Credit Decision......................................................................    43
         SECTION 8.05 Indemnification.............................................................................    43
         SECTION 8.06 Successor Administrative Agent..............................................................    43
         SECTION 8.07 Sub-Agent...................................................................................    44

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

         SECTION 9.01 Amendments, Etc.............................................................................    44
         SECTION 9.02 Notices, Etc................................................................................    44
         SECTION 9.03 No Waiver; Remedies.........................................................................    46
         SECTION 9.04 Costs and Expenses..........................................................................    46
         SECTION 9.05 Right of Set-off............................................................................    46
         SECTION 9.06 Binding Effect..............................................................................    47
         SECTION 9.07 Assignments and Participations..............................................................    47
         SECTION 9.08 Indemnification.............................................................................    49
         SECTION 9.09 Confidentiality.............................................................................    50
         SECTION 9.10 Patriot Act.................................................................................    50
         SECTION 9.11 Judgment....................................................................................    50
         SECTION 9.12 Consent to Jurisdiction and Service of Process..............................................    51
         SECTION 9.13 Substitution of Currency....................................................................    51
         SECTION 9.14 Governing Law...............................................................................    52
         SECTION 9.15 Execution in Counterparts...................................................................    52
         SECTION 9.16 Severability................................................................................    52
</TABLE>

                                       ii
<PAGE>

SCHEDULE

Schedule I    -        List of Applicable Lending Offices

Schedule II   -        LC Commitments

Schedule III  -        Existing LCs

EXHIBITS

Exhibit A-1   -        Form of Notice of Borrowing

Exhibit A-2   -        Form of Notice of Letter of Credit Request

Exhibit B     -        Form of Assignment and Acceptance

Exhibit C     -        Form of Opinion of Deputy General Counsel of the Borrower

Exhibit D-1   -        Form of Foreign Lender Certificate

Exhibit D-2   -        Form of Foreign Lender Certificate

                                       iii
<PAGE>


                           FIVE-YEAR CREDIT AGREEMENT

                          DATED AS OF FEBRUARY 25, 2004

            THE WALT DISNEY COMPANY, a Delaware corporation (the "BORROWER"),
the banks, financial institutions and other institutional lenders (the "INITIAL
LENDERS") listed on the signature pages hereof under the heading "The Initial
Lenders", the Issuing Banks (as defined herein), CITICORP USA, INC., a Delaware
corporation ("CUSA"), as administrative agent (together with any successor
administrative agent appointed pursuant to Article VIII, the "ADMINISTRATIVE
AGENT") for the Lenders (as hereinafter defined) and the Issuing Banks
hereunder, BANK OF AMERICA, N.A., as syndication agent (the "SYNDICATION
AGENT"), BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS, INC., as
Joint Lead Arrangers and Joint Book Managers (the "ARRANGERS"), and BARCLAYS
BANK PLC, BNP PARIBAS SA, HSBC BANK USA and JPMORGAN CHASE BANK, as
co-documentation agents (the "CO-DOCUMENTATION AGENTS") for the Lenders
hereunder, hereby agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01 Certain Defined Terms.

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

            "ABC" means ABC, Inc., a New York corporation and a wholly owned
      Subsidiary of the Borrower, or any successor thereto.

            "ADMINISTRATIVE AGENT" has the meaning specified in the recital of
      parties to this Agreement.

            "ADMINISTRATIVE AGENT'S ACCOUNT" means (a) in the case of Advances
      denominated in Dollars, the account of the Administrative Agent maintained
      by the Administrative Agent at the office of Citibank at 399 Park Avenue,
      New York, New York 10043, (b) in the case of Advances denominated in any
      Committed Currency, the account of the Sub-Agent, as the Administrative
      Agent shall notify in writing the Borrower and the Lenders from time to
      time, and (c) in any such case, such other account of the Administrative
      Agent or the Sub-Agent, as the case may be, as the Administrative Agent or
      the Sub-Agent shall notify in writing the Borrower and the Lenders from
      time to time.

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

            "AFFILIATE" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person.

            "AGREEMENT" means this Five-Year Credit Agreement, as it may be
      amended, supplemented or otherwise modified from time to time in
      accordance with Section 9.01.

            "ANNIVERSARY DATE" means February 25, 2005 and February 25 in each
      succeeding calendar year occurring during the term of this Agreement.

<PAGE>

            "APPLICABLE LENDING OFFICE" means, with respect to each Lender, such
      Lender's Domestic Lending Office in the case of a Base Rate Advance and
      such Lender's Eurocurrency Lending Office in the case of a Eurocurrency
      Rate Advance.

            "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
      entered into by a Lender and an Eligible Assignee, and accepted by the
      Administrative Agent and the Borrower, in substantially the form of
      Exhibit B hereto.

            "ASSUMING LENDER" has the meaning specified in Section 2.19(d).

            "ASSUMPTION AGREEMENT" has the meaning specified in Section
      2.19(d)(ii).

            AUTO-RENEWAL LETTER OF CREDIT" has the meaning specified in Section
      3.01(d).

            "AVAILABLE AMOUNT" of any Letter of Credit means, at any time, the
      maximum amount available to be drawn under such Letter of Credit at such
      time (assuming compliance at such time with all conditions to drawing).

            "BASE RATE" means, for each day in any period, a fluctuating
      interest rate per annum as shall be in effect from time to time, which
      rate per annum shall at all times for such day during such period be equal
      to the higher of:

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

                  (b)   0.50% per annum above the Federal Funds Rate for such
      day.

            "BASE RATE ADVANCE" means an Advance which bears interest as
      provided in Section 2.06(a)(i).

            "BORROWING" means a borrowing consisting of simultaneous Advances of
      the same Type made by each of the Lenders pursuant to Section 2.01.

            "BUSINESS DAY" means a day of the year on which banks are not
      required or authorized to close in Los Angeles, California, or New York
      City, New York, or San Francisco, California, or, if the applicable
      Business Day relates to any Eurocurrency Rate Advances, on which dealings
      are carried on in the London interbank market.

            "CITIBANK" means Citibank, N.A., a national banking association.

            "CO-DOCUMENTATION AGENTS" has the meaning specified in the recital
      of parties to this Agreement.

            "COMMITMENT" has the meaning specified in Section 2.01.

            "COMMITMENT DATE" has the meaning specified in Section 2.19(b).

            "COMMITMENT INCREASE" has the meaning specified in Section 2.19(a).

            "COMMITTED CURRENCIES" means lawful currency of the United Kingdom
      of Great Britain and Northern Ireland, lawful currency of Japan and lawful
      currency of the European Economic and Monetary Union.

                                       2
<PAGE>

            "CONSOLIDATED EBITDA" means, for any period, (a) net income or net
      loss, as the case may be, of the Borrower and its Subsidiaries on a
      consolidated basis for such period, as determined in accordance with GAAP
      for such period, plus (b) the sum of all amounts which, in the
      determination of such consolidated net income or net loss, as the case may
      be, for such period, have been deducted for (i) Consolidated Interest
      Expense, (ii) consolidated income tax expense, (iii) consolidated
      depreciation expense, and (iv) consolidated amortization expense, in each
      case determined in accordance with GAAP for such period.

            "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
      interest expense of the Borrower and its Subsidiaries with respect to all
      outstanding Debt of the Borrower and its Subsidiaries during such period,
      all as determined on a consolidated basis for such period and in
      accordance with GAAP for such period.

            "CONVERT", "CONVERSION" and "CONVERTED" each refers to a conversion
      of Advances of one Type into Advances of another Type pursuant to Section
      2.08 or 2.09.

            "CUSA" has the meaning specified in the recital of parties to this
      Agreement.

            "DEBT" means, with respect to any Person: (a) indebtedness for
      borrowed money, (b) obligations evidenced by bonds, debentures, notes or
      other similar instruments, (c) obligations to pay the deferred purchase
      price of property or services (other than trade payables incurred in the
      ordinary course of business), (d) obligations as lessee under leases which
      shall have been or should be, in accordance with GAAP, recorded as capital
      leases and (e) obligations under direct or indirect guaranties in respect
      of, and obligations (contingent or otherwise) to purchase or otherwise
      acquire, or otherwise to assure a creditor against loss in respect of,
      indebtedness or obligations of any other Person of the kinds referred to
      in clauses (a) through (d) above.

            "DECLINING LENDER" has the meaning specified in Section 2.20(b).

            "DISNEY" means Disney Enterprises, Inc., a Delaware corporation and
      a wholly owned Subsidiary of the Borrower, or any successor thereto.

            "DOLLARS" and the "$" sign each means lawful currency of the United
      States.

            "DOMESTIC LENDING OFFICE" means, with respect to any Lender, the
      office of such Lender specified as its "Domestic Lending Office" opposite
      its name on Schedule I hereto or in the Assumption Agreement or the
      Assignment and Acceptance, as the case may be, pursuant to which it became
      a Lender, or such other office of such Lender as such Lender may from time
      to time specify to the Borrower and the Administrative Agent for such
      purpose.

            "EFFECTIVE DATE" has the meaning specified in Section 3.01.

            "ELIGIBLE ASSIGNEE" means (a) a Lender or any Affiliate of a Lender
      or (b) any bank or other financial institution, or any other Person, which
      has been approved in writing by the Borrower, the Administrative Agent and
      each Issuing Bank as an Eligible Assignee for purposes of this Agreement;
      provided, however, that none of the Borrower's approval, the
      Administrative Agent's approval or any Issuing Bank's approval shall be
      unreasonably withheld; and provided further, however, that the Borrower
      may withhold its approval if the Borrower reasonably believes that an
      assignment to such Eligible Assignee pursuant to Section 9.07 will result
      in the incurrence of increased costs payable by the Borrower pursuant to
      Section 2.11 or 2.14.

                                       3
<PAGE>

            "ENVIRONMENTAL CLAIM" means any administrative, regulatory or
      judicial action, suit, demand, claim, lien, notice or proceeding relating
      to any Environmental Law or any Environmental Permit.

            "ENVIRONMENTAL LAW" means any federal, state or local statute, law,
      rule, regulation, ordinance, code or duly promulgated policy or rule of
      common law, now or hereafter in effect, and in each case as amended, and
      any judicial or administrative interpretation thereof, including any
      order, consent decree or judgment, relating to the environment, health,
      safety or any Hazardous Material.

            "ENVIRONMENTAL PERMIT" means any permit, approval, identification
      number, license or other authorization required under any applicable
      Environmental Law.

            "EQUIVALENT" in Dollars of any Committed Currency on any date means
      the equivalent in Dollars of such Committed Currency determined by using
      the quoted spot rate at which the Sub-Agent's principal office in London
      offers to exchange Dollars for such Committed Currency in London at or
      about 4:00 P.M. (London time) (unless otherwise indicated by the terms of
      this Agreement) on such date as is required pursuant to the terms of this
      Agreement, and the "Equivalent" in any Committed Currency of Dollars means
      the equivalent in such Committed Currency of Dollars determined by using
      the quoted spot rate at which the Sub-Agent's principal office in London
      offers to exchange such Committed Currency for Dollars in London at or
      about 4:00 P.M. (London time) (unless otherwise indicated by the terms of
      this Agreement) on such date as is required pursuant to the terms of this
      Agreement.

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

            "ERISA AFFILIATE" means any Person that for purposes of Title IV of
      ERISA is a member of the Borrower's controlled group, or under common
      control with the Borrower, within the meaning of Section 414 of the
      Internal Revenue Code of 1986, as amended.

            "ERISA EVENT" means: (a) (i) the occurrence with respect to a Plan
      of a reportable event, within the meaning of Section 4043 of ERISA, unless
      the 30-day notice requirement with respect thereto has been waived by the
      Pension Benefit Guaranty Corporation or (ii) the provisions of paragraph
      (1) of Section 4043(b) of ERISA (without regard to paragraph (2) of such
      Section) are applicable with respect to a contributing sponsor, as defined
      in Section 4001(a)(13) of ERISA, of a Plan, and an event described in
      paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA could
      reasonably be expected to occur with respect to such Plan within the
      following 30 days; (b) the provision by the administrator of any Plan of a
      notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of
      ERISA (including any such notice with respect to a plan amendment referred
      to in Section 4041(e) of ERISA); (c) the cessation of operations by the
      Borrower or any ERISA Affiliate at a facility in the circumstances
      described in Section 4062(e) of ERISA; (d) the withdrawal by the Borrower
      or any ERISA Affiliate from a Multiple Employer Plan during a plan year
      for which it was a substantial employer, as defined in Section 4001(a)(2)
      of ERISA; (e) the failure by the Borrower or any ERISA Affiliate to make a
      payment to a Plan described in Section 302(f)(1)(A) of ERISA; (f) the
      adoption of an amendment to a Plan requiring the provision of security to
      such Plan, pursuant to Section 307 of ERISA; or (g) the institution by the
      Pension Benefit Guaranty Corporation of proceedings to terminate a Plan,
      pursuant to Section 4042 of ERISA, or the occurrence of any event or
      condition which is reasonably likely to constitute grounds under Section
      4042 of ERISA for the termination of, or the appointment of a trustee to
      administer, a Plan.

                                       4
<PAGE>

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

            "EUROCURRENCY LENDING OFFICE" means, with respect to any Lender, the
      office of such Lender specified as its "Eurocurrency Lending Office"
      opposite its name on Schedule I hereto or in the Assumption Agreement or
      the Assignment and Acceptance, as the case may be, pursuant to which it
      became a Lender (or, if no such office is specified, its Domestic Lending
      Office), or such other office of such Lender as such Lender may from time
      to time specify to the Borrower and the Administrative Agent for such
      purpose.

            "EUROCURRENCY RATE" means, for any Interest Period for each
      Eurocurrency Rate Advance comprising part of the same Borrowing, (a) the
      rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
      appearing on Telerate Page 3750 (or any successor page) as the London
      interbank offered rate for deposits in Dollars or the applicable Committed
      Currency, as the case may be, at 11:00 A.M. (London time) two Business
      Days before the first day of such Interest Period for a period equal to
      such Interest Period divided by (b) a percentage equal to 100% minus the
      Eurocurrency Rate Reserve Percentage for such Interest Period (provided,
      that, if for any reason such rate is not available, the term "Eurocurrency
      Rate" shall mean, for any Interest Period for each Eurocurrency Rate
      Advance comprising part of the same Borrowing, (a) an interest rate per
      annum equal to the average (rounded upward to the nearest whole multiple
      of 1/16 of 1% per annum, if such average is not such a multiple) of the
      rate per annum at which deposits in Dollars or the applicable Committed
      Currency, as the case may be, are offered by the principal office of each
      of the Reference Banks in London, England to prime banks in the London
      interbank market at 11:00 A.M. (London time) two Business Days before the
      first day of such Interest Period for a period equal to such Interest
      Period and in an amount substantially equal to such Reference Bank's (or,
      in the case of Citibank, CUSA's) Eurocurrency Rate Advance comprising part
      of such Borrowing divided by (b) a percentage equal to 100% minus the
      Eurocurrency Rate Reserve Percentage for such Interest Period). In the
      event that the Eurocurrency Rate is to be determined by the Reference
      Banks, the Eurocurrency Rate for any Interest Period for each Eurocurrency
      Rate Advance comprising part of the same Borrowing shall be determined by
      the Administrative Agent on the basis of applicable rates furnished to and
      received by the Administrative Agent from the Reference Banks two Business
      Days before the first day of such Interest Period, subject, however, to
      the provisions of Section 2.08.

            "EUROCURRENCY RATE ADVANCE" means an Advance denominated in Dollars
      or a Committed Currency which bears interest as provided in Section
      2.06(a)(ii).

            "EUROCURRENCY RATE MARGIN" means, as of any date, a percentage per
      annum determined by reference to the Public Debt Rating in effect on such
      date as set forth below:

<TABLE>
<CAPTION>
   PUBLIC DEBT RATING
      S&P/MOODY'S                                         APPLICABLE MARGIN
-------------------------                                 -----------------
<S>                                                       <C>
Level 1
AA-/Aa3 or above                                                0.115%
Level 2
Lower than AA-/Aa3 but                                          0.130%
at least A/A2
Level 3
Lower than A/A2 but                                             0.140%
at least A-/A3
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                                                             <C>
Level 4
Lower than A-/A3 but                                            0.165%
at least BBB+/Baa1
Level 5
Lower than BBB+/Baa1 or no                                      0.300%
Public Debt Rating in effect
</TABLE>

            "EUROCURRENCY RATE RESERVE PERCENTAGE" means, with respect to any
      Lender for any Interest Period for any Eurocurrency Rate Advance, the
      reserve percentage applicable during such Interest Period (or, if more
      than one such percentage shall be so applicable, the daily average of such
      percentages for those days in such Interest Period during which any such
      percentage shall be so applicable) under regulations issued from time to
      time by the Board of Governors of the Federal Reserve System (or any
      successor thereto) for determining the maximum reserve requirement
      (including, without limitation, any emergency, supplemental or other
      marginal reserve requirement) for such Lender with respect to liabilities
      or assets consisting of or including Eurocurrency Liabilities (or with
      respect to any other category of liabilities that includes deposits by
      reference to which the interest rate on Eurocurrency Rate Advances is
      determined) having a term equal to such Interest Period.

            "EURO DISNEY ENTITY" means any Subsidiary of the Borrower and any
      other Person whose equity securities or interests are owned, directly or
      indirectly, in whole or in part, by the Borrower or any of its
      Subsidiaries, the primary business of which is the direct or indirect
      ownership, management, operation, design, construction and/or financing of
      the recreational, commercial and residential facilities and complex, or
      any part thereof or any addition thereto, commonly known as `Euro Disney',
      `Euro Disneyland' or `Disneyland Resort Paris', located in
      Marne-la-Vallee, France, which Subsidiaries and other Persons include,
      without limitation, as of the date hereof, Euro Disney Investments, Inc.,
      EDL S.N.C. Corporation, Euro Disney Associes S.N.C., Euro Disneyland SNC,
      Euro Disney SCA, Euro Disneyland Participations S.A.., Euro Disney S.A..,
      EDL Holding Company, EDL Participations S.A.., Centre de Congres Newport
      S.A.S., Euro Disneyland Imagineering S.a.r.l. and Societe de Gerance
      d'Euro Disneyland SA.

            "EVENTS OF DEFAULT" has the meaning specified in Section 7.01.

            "EXCLUDED ENTITY" means each of the Euro Disney Entities, the Hong
      Kong Disneyland Entities and the Specified Project Entities.

            "EXISTING LETTERS OF CREDIT" means the outstanding letters of credit
      originally issued under the Replaced Loan Agreements and identified on
      Schedule III hereto.

            "EXTENSION DATE" has the meaning specified in Section 2.20(b).

            "EXTENDING LENDER" has the meaning specified in Section 2.20(b).

            "FACILITY FEE PERCENTAGE" means, as of any date, a percentage per
      annum determined by reference to the Public Debt Rating in effect on such
      date as set forth below:

<TABLE>
<CAPTION>
      PUBLIC DEBT RATING
          S&P/MOODY'S                                         PERCENTAGE
------------------------------                                ----------
<S>                                                           <C>
Level 1
AA-/Aa3 or above                                                0.060%
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
      PUBLIC DEBT RATING
          S&P/MOODY'S                                         PERCENTAGE
------------------------------                                ----------
<S>                                                           <C>
Level 2
Lower than AA-/Aa3 but                                          0.070%
at least A/A2
Level 3
Lower than A/A2 but                                             0.085%
at least A-/A3
Level 4
Lower than A-/A3 but                                            0.110%
at least BBB+/Baa1
Level 5
Lower than BBB+/Baa1 or                                         0.150%
no Public Debt Rating in effect
</TABLE>

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

            "GAAP" means generally accepted accounting principles consistent
      with those applied in the preparation of the audited financial statements
      referred to in Section 5.01(c) dated September 30, 2003, subject, however,
      to the provisions of Section 1.03.

            "HAZARDOUS MATERIAL" means (a) any petroleum or petroleum product,
      natural or synthetic gas, asbestos in any form that is or could become
      friable, urea formaldehyde foam insulation, or radon gas, (b) any
      substance defined as or included in the definition of "hazardous
      substances", "hazardous wastes", "hazardous materials", "toxic
      substances", "contaminants" or "pollutants", or words of similar import,
      under any applicable Environmental Law or (c) any other substance exposure
      to which is regulated by any governmental or regulatory authority.

            "HONG KONG DISNEYLAND ENTITY" means any Subsidiary of the Borrower
      and any other Person whose equity securities or interests are owned,
      directly or indirectly, in whole or in part, by the Borrower or any of its
      Subsidiaries, the primary business of which is the direct or indirect
      ownership, management, operation, design, construction and/or financing of
      the recreational and commercial facilities and complex, or any part
      thereof or any addition thereto, commonly known as `Hong Kong Disney',
      `Hong Kong Disneyland' or `Disneyland Resort Hong Kong' located at Penny's
      Bay on Lantau Island, Hong Kong, which Subsidiaries and other Persons
      include, without limitation, as of the date hereof, Hongkong International
      Theme Parks Limited, Hong Kong Disneyland Management Limited, and Walt
      Disney Holdings (Hong Kong) Limited.

            "INCREASE DATE" has the meaning specified in Section 2.19(a).

            "INCREASING LENDER" has the meaning specified in Section 2.19(b).

            "INDEMNIFIED MATTERS" has the meaning specified in Section 9.08.

                                       7
<PAGE>

            "INDEMNIFIED PARTY" has the meaning specified in Section 9.08.

            "INITIAL LENDERS" has the meaning specified in the recital of
      parties to this Agreement.

            "INTEREST PERIOD" means, for each Eurocurrency Rate Advance
      comprising part of the same Borrowing, the period commencing on the date
      of such Eurocurrency Rate Advance or on the date of the Conversion of any
      Base Rate Advance into such Eurocurrency Rate Advance and ending on the
      last day of the period selected by the Borrower pursuant to the provisions
      below and, thereafter, each subsequent period commencing on the last day
      of the immediately preceding Interest Period and ending on the last day of
      the period selected by the Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be one, two, three, six or, if
      generally available to all of the Lenders, nine or twelve months as the
      Borrower may, upon notice received by the Administrative Agent not later
      than (x) 11:00 A.M. (New York City time) on the third Business Day prior
      to the first day of such Interest Period for each Eurocurrency Rate
      Advance denominated in any Committed Currency, or (y) 1:00 P.M. (New York
      City time) on the third Business Day prior to the first day of such
      Interest Period for each Eurocurrency Rate Advance denominated in Dollars,
      select; provided, however, that:

                  (i)   Interest Periods commencing on the same date for
            Eurocurrency Rate Advances comprising part of the same Borrowing
            shall be of the same duration;

                  (ii)  whenever the last day of any Interest Period would
            otherwise occur on a day other than a Business Day, the last day of
            such Interest Period shall be extended to occur on the next
            succeeding Business Day, provided, however, that if such extension
            would cause the last day of such Interest Period to occur in the
            next succeeding calendar month, the last day of such Interest Period
            shall occur on the immediately preceding Business Day;

                  (iii) whenever the first day of any Interest Period occurs on
            a day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month; and

                  (iv)  the Borrower may not select for any Advance any Interest
            Period which ends after the scheduled Termination Date then in
            effect.

            "IRS" has the meaning specified in Section 2.14(e).

            "ISSUE" means, with respect to any Letter of Credit, either to
      issue, or to increase the amount of, such Letter of Credit, and the term
      "Issued" or "Issuance" shall have corresponding meanings. For the
      avoidance of doubt, the renewal of an Auto Renewal Letter of Credit shall
      not be deemed to be an Issuance.

            "ISSUING BANK" means Standard Chartered Bank, BNP Paribas or any
      other Lender which agrees to become, and is designated as an Issuing Bank
      under Section 3.09(a) or any Affiliate thereof as agreed to from time to
      time by the Borrower and such Issuing Bank, that may from time to time
      Issue Letters of Credit for the account of the Borrower.

            "ISSUING COMMITMENT" means, as to any Issuing Bank, the amount set
      forth opposite such Issuing Bank's name on Schedule II hereto under the
      caption "Issuing Commitment," as it may change pursuant to Section
      3.09(b).

                                       8
<PAGE>

            "LC COLLATERAL ACCOUNT" means a deposit account to be designated by
      the Administrative Agent from time to time.

            "LC COMMITMENT" means, as to any Lender, the amount set forth
      opposite such Lender's name on Schedule II hereto under the caption "LC
      Commitment" or, if such Lender has entered into one or more Assignment and
      Acceptances, the amount set forth for such Lender with respect thereto in
      the Register maintained by the Administrative Agent pursuant to Section
      9.07(c) hereof.

            "LC COMMITMENT PERCENTAGE" means, with respect to each Lender, the
      percentage which the then existing LC Commitment of such Lender is of the
      LC Commitments of all Lenders; provided, however, that when used with
      respect to Letters of Credit which expire after the Termination Date has
      occurred, the LC Commitment Percentage of each Lender shall be the
      percentage, immediately prior to the Termination Date, that such Lender's
      LC Commitment is of the LC Commitment of all Lenders.

            "LENDERS" means, collectively, each Initial Lender, to the extent
      applicable, each Issuing Bank, each Assuming Lender that shall become a
      party hereto pursuant to Section 2.19 or 2.20 and each Eligible Assignee
      that shall become a party hereto pursuant to Section 9.07; provided,
      however, that for purposes of any determination to be made under Section
      2.07, 2.11, 2.12 or 9.04(b) with respect to CUSA, in its capacity as
      Lender, the term "Lenders" shall be deemed to include Citibank.

            "LETTER OF CREDIT" means a letter of credit or other credit support
      instrument issued as credit support for the obligations of, or for the
      account of, the Borrower or any of its Subsidiaries.

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

            "LIEN" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement
      which has the same effect as a lien or security interest.

            "MAJORITY LENDERS" means, at any time, Lenders owed at least a
      majority in interest of the aggregate unpaid principal amount of the
      Advances owing to the Lenders at such time, or, if no such principal
      amount is outstanding at such time, Lenders having at least a majority in
      interest of the Commitments at such time; provided, however, that neither
      the Borrower nor any of its Affiliates, if a Lender, shall be included in
      the determination of the Majority Lenders at any time. For the purposes of
      this definition, the aggregate principal amount of Letter of Credit
      Liability owing to each Issuing Bank shall be considered Advances to be
      owed to the Lenders ratably in accordance with their respective
      Commitments.

            "MATERIAL SUBSIDIARY" means, at any date of determination, a
      Subsidiary of the Borrower that, either individually or together with its
      Subsidiaries, taken as a whole, has total assets exceeding $100,000,000 on
      such date.

                                       9
<PAGE>

            "MEASUREMENT PERIOD" means, at any date of determination, the most
      recently completed four consecutive fiscal quarters of the Borrower on or
      immediately prior to such date.

            "MOODY'S" means Moody's Investors Service, Inc. or any successor
      thereto.

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

            "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the
      Borrower or any ERISA Affiliate and at least one Person other than the
      Borrower and the ERISA Affiliates or (ii) was so maintained and in respect
      of which the Borrower or an ERISA Affiliate could have liability under
      Section 4064 or 4069 of ERISA in the event such plan has been or were to
      be terminated.

            "NOTE" has the meaning specified in Section 2.17.

            "NOTICE OF BORROWING" has the meaning specified in Section 2.02(a).

            "NOTICE OF LETTER OF CREDIT REQUEST" has the meaning set forth in
      Section 3.03.

            "OTHER TAXES" has the meaning specified in Section 2.14(b).

            "PATRIOT ACT" means the Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
      Act of 2001, Pub. L. 107-56 and all other laws and regulations relating to
      money-laundering and terrorist activities.

            "PAYMENT OFFICE" means, for any Committed Currency, such office of
      Citibank as shall be from time to time selected by the Administrative
      Agent and notified by the Administrative Agent to the Borrower and the
      Lenders.

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

            "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

            "PUBLIC DEBT RATING" means, as of any date of determination, the
      higher rating that has been most recently announced by either S&P or
      Moody's, as the case may be, for any class of non-credit enhanced
      long-term senior unsecured public debt issued by the Borrower. For
      purposes of the foregoing, (a) if only one of S&P and Moody's shall have
      in effect a Public Debt Rating, the Eurocurrency Rate Margin and the
      Facility Fee Percentage shall be determined by reference to the available
      rating; (b) if neither S&P nor Moody's shall have in effect a Public Debt
      Rating, the Eurocurrency Rate Margin and the Facility Fee Percentage will
      be set in accordance with Level 5 under the definition of "Eurocurrency
      Rate Margin" or "Facility Fee Percentage", as the case may be; (c) if the
      ratings established by S&P and Moody's shall fall within different levels,
      the Eurocurrency Rate Margin and the Facility Fee Percentage shall be
      based upon the higher rating; (d) if any rating established by S&P or
      Moody's shall be changed, such change shall be effective as of the date on
      which such change is first announced publicly by the rating agency making
      such change; and (e) if S&P or Moody's shall change the basis on which
      ratings are established, each reference to

                                       10
<PAGE>

      the Public Debt Rating announced by S&P or Moody's, as the case may be,
      shall refer to the then equivalent rating by S&P or Moody's, as the case
      may be.

            "REFERENCE BANKS" means Citibank, Bank of America, N.A., Barclays
      Bank Plc and BNP Paribas, or, in the event that fewer than two of such
      banks remain Lenders hereunder at any time, any other commercial bank
      designated by the Borrower and approved by the Majority Lenders as
      constituting a "Reference Bank" hereunder.

            "REGISTER" has the meaning specified in Section 9.07(c).

            "REPLACED LOAN AGREEMENTS" means, collectively, (a) the Amended and
      Restated 364-Day Credit Agreement dated as of February 26, 2003, as
      amended, among the Borrower, the lenders party thereto and Citicorp USA,
      Inc., as administrative agent, and (b) the Five-Year Credit Agreement,
      dated as of March 8, 2000, as amended, among the Borrower, the lenders
      party thereto and Citicorp USA, Inc., as administrative agent.

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

            "SEC" has the meaning specified in Section 6.01(e)(i).

            "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the
      Borrower or an ERISA Affiliate and no Person other than the Borrower and
      the ERISA Affiliates or (ii) was so maintained and in respect of which the
      Borrower or an ERISA Affiliate could have liability under Section 4069 of
      ERISA in the event such plan has been or were to be terminated.

            "SPECIFIED PROJECT ENTITY" means:

            (a)   DVD Financing, Inc.;

            (b)   each Affiliate of the Borrower organized after the Closing
      Date (or whose business commenced after the Closing Date) and any other
      Person organized after the Closing Date (or whose business commenced after
      the Closing Date) whose equity securities or interests are owned, directly
      or indirectly, in whole or in part, by the Borrower or any of its
      Subsidiaries, in each case, if:

                  (i)   such Affiliate or other Person has incurred Debt for the
            purpose of financing all or a part of the costs of the acquisition,
            construction, development or operation of a particular project
            ("PROJECT DEBT");

                  (ii)  except for customary guaranties, keep-well agreements
            and similar credit and equity support arrangements in respect of
            Project Debt incurred by such Affiliate or other Person from the
            Borrower or any of its Subsidiaries not in excess of $150,000,000 or
            from third parties, the source of repayment of such Project Debt is
            limited to the assets and revenues of such particular project (or,
            if such particular project comprises all or substantially all of the
            assets of such Affiliate or other Person, the assets and revenues of
            such Affiliate or other Person); and

                  (iii) the property over which Liens are granted to secure such
            Project Debt, if any, consists solely of the assets and revenues of
            such particular project or the equity securities or

                                       11
<PAGE>

            interests of such Affiliate or other Person or a Subsidiary of the
            Borrower referred to in clause (c) below; and

            (c)   each Affiliate of the Borrower organized after the Closing
      Date (or whose business commenced after the Closing Date) whose equity
      securities or interests are owned, directly or indirectly, in whole or in
      part, by the Borrower or any of its Subsidiaries, the primary business of
      which is the direct or indirect ownership, management or operation of, or
      provision of services to, any Affiliate or other Person referred to in
      clause (b) above.

            "SUB-AGENT" means Citibank International plc.

            "SUBSIDIARY" means with respect to any Person, any (a) corporation
      (or foreign equivalent) other than an Excluded Entity or (b) general
      partnership, limited partnership or limited liability company (or foreign
      equivalent) other than an Excluded Entity (each, a "NON-CORPORATE
      ENTITY"), in either case, of which more than 50% of the outstanding
      capital stock (or comparable interest) having ordinary voting power
      (irrespective of whether at the time capital stock (or comparable
      interest) of any other class or classes of such corporation or
      Non-Corporate Entity shall or might have voting power upon the occurrence
      of any contingency) is at the time directly or indirectly (through one or
      more Subsidiaries) owned by such Person. In the case of a Non-Corporate
      Entity, a Person shall be deemed to have more than 50% of interests having
      ordinary voting power only if such Person's vote in respect of such
      interests comprises more than 50% of the total voting power of all such
      interests in such Non-Corporate Entity. For purposes of this definition,
      any managerial powers or rights comparable to managerial powers afforded
      to a Person solely by reason of such Person's ownership of general partner
      or comparable interests (or foreign equivalent) shall not be deemed to be
      `interests having ordinary voting power'.

            "TAXES" has the meaning specified in Section 2.14(a).

            "TERMINATION DATE" means the earlier of (a) February 24, 2009,
      subject to the extension thereof pursuant to Section 2.20, and (b) the
      date of termination in whole of the aggregate Commitments and LC
      Commitments pursuant to Section 2.04 or 7.01; provided, however, that the
      Termination Date of any Lender that is a Declining Lender in connection
      with any requested extension pursuant to Section 2.20 shall be the
      Termination Date in effect immediately prior to the applicable Extension
      Date for all purposes of this Agreement.

            "364-DAY CREDIT AGREEMENT" means the 364-Day Credit Agreement dated
      as of February 25, 2004 among the Borrower, the banks, financial
      institutions and other institutional lenders party thereto, CUSA, as
      administrative agent thereunder, Bank of America, N.A., as syndication
      agent, and Barclays Bank Plc, BNP Paribas SA, HSBC Bank USA and JPMorgan
      Chase Bank, as co-documentation agents thereunder, as such agreement may
      be amended, supplemented or otherwise modified hereafter from time to
      time.

            "TYPE" has the meaning specified in the definition of "Advance".

            "UNITED STATES" and "U.S." each means the United States of America.

            "UTILIZATION FEE" has the meaning specified in Section 2.03(b).

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

                                       12
<PAGE>

            SECTION 1.03 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP; provided, however,
that if any changes in accounting principles from those used in the preparation
of the financial statements referred to in Section 4.01(c) dated September 30,
2003 hereafter occur by reason of the promulgation of rules, regulations,
pronouncements, opinions or other requirements of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or
successors thereto or agencies with similar functions) and result in a change in
the method of calculation of financial covenants or the terms related thereto
contained in this Agreement, the Borrower shall, at its option, (i) furnish to
the Administrative Agent, together with each delivery of the consolidated
financial statements of the Borrower and its subsidiaries required to be
delivered pursuant to Section 6.01(e), a written reconciliation setting forth
the differences that would have resulted if such financial statements had been
prepared utilizing accounting principles and policies in conformity with those
used to prepare the financial statements referred to in Section 4.01(c) dated
September 30, 2003 or (ii) enter into negotiations with the Administrative Agent
and the Lenders to amend such financial covenants or terms equitably to reflect
such changes so that the criteria for evaluating the financial condition of the
Borrower and its subsidiaries shall be the same after such changes as if such
changes had not been made; provided, however, that at all times in the case of
clause (i) above, and in the case of clause (ii) above until the amendment
referred to in such clause (ii) becomes effective, all covenants and related
calculations under this Agreement shall be performed, observed and determined as
though no such changes in accounting principles had been made.

                                   ARTICLE II
                        AMOUNTS AND TERMS OF THE ADVANCES

            SECTION 2.01 The Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make Advances to the Borrower
from time to time on any Business Day during the period from the Effective Date
until the Termination Date in an aggregate amount (based in respect of any
Advances denominated in a Committed Currency on the Equivalent in Dollars
determined on the date of delivery of the applicable Notice of Borrowing) not to
exceed at any time outstanding the Dollar amount set forth opposite such
Lender's name on the signature pages hereof or, if such Lender has become a
Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set
forth as the Commitment of such Lender in such Assumption Agreement or, if such
Lender has entered into an Assignment and Acceptance the Dollar amount set forth
for such Lender in the Register maintained by the Administrative Agent pursuant
to Section 9.07(c), as such amount may be reduced pursuant to Section 2.04 or
increased pursuant to Section 2.19 (such Lender's "COMMITMENT"), provided, that,
the Lenders shall not be obligated to, and shall not, make any Advances as part
of a Borrowing if after giving effect to such Borrowing the sum of the then
outstanding aggregate amount of all Borrowings, and the then outstanding
aggregate amount of all Letter of Credit Liability shall exceed the aggregate
amount of the Commitments then in effect. Each Borrowing shall be in an
aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof (or the Equivalent thereof in any Committed Currency determined on the
date of delivery of the applicable Notice of Borrowing); provided, that, in the
case of any Borrowing made for the purpose of reimbursing a drawing under any
Letter of Credit, (A) the aggregate amount of such Borrowing shall be not less
than $1,000,000 and (B) if the aggregate amount of such Borrowing is less than
$20,000,000, such Borrowing shall consist solely of Base Rate Advances. Except
as set forth in clause (B) of the preceding sentence, each Borrowing shall
consist of Advances of the same Type made on the same day by the Lenders ratably
according to their respective Commitments. Within the limits of each Lender's
Commitment, the Borrower from time to time may borrow under this Section 2.01,
prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

            SECTION 2.02 Making the Advances. (a) Each Borrowing shall be made
on notice, given not later than (x) 11:00 A.M. (New York City time) on the same
Business Day as the date of a proposed Borrowing comprised of Base Rate
Advances, (y) 11:00 A.M. (New York City time) on the third Business Day prior to
the date of a proposed Borrowing comprised of Eurocurrency Rate Advances
denominated in any

                                       13
<PAGE>

Committed Currency, or (z) 1:00 P.M. (New York City time) on the third Business
Day prior to the date of a proposed Borrowing comprised of Eurocurrency Rate
Advances denominated in Dollars, by the Borrower to the Administrative Agent
(and, in the case of a Borrowing consisting in Eurocurrency Rate Advances
denominated in any Committed Currency, simultaneously to the Sub-Agent), which
shall give to each Lender prompt notice thereof by telecopier. Each such notice
of a Borrowing (a "NOTICE OF BORROWING") shall be by telecopier, or by
telephone, confirmed immediately by telecopier, in substantially the form of
Exhibit A hereto, specifying therein the requested (i) date of such Borrowing
(which shall be a Business Day), (ii) Type of Advances comprising such
Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a
Borrowing comprised of Eurocurrency Rate Advances, initial Interest Period and
currency for each such Advance. Each Lender shall, before (A) 1:00 P.M. (New
York City time) on the date of such Borrowing consisting of Advances denominated
in Dollars or (B) 1:00 P.M. (London time) on the date of such Borrowing
consisting of Advances denominated in any Committed Currency, make available for
the account of its Applicable Lending Office to the Administrative Agent at the
Administrative Agent's (or the Sub-Agent's, as the case may be) Account, in same
day funds, such Lender's ratable portion of such Borrowing. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article IV, the Administrative Agent will
make such funds available to the Borrower at the office where the Administrative
Agent's (or the Sub-Agent's, as the case may be) Account is maintained.

            (b)   Anything in subsection (a) above or Section 2.01 to the
contrary notwithstanding, the Borrower may not select Eurocurrency Rate Advances
for any Borrowing if the aggregate amount of such Borrowing is less than
$20,000,000 (or the Equivalent thereof in any Committed Currency determined on
the date of delivery of the applicable Notice of Borrowing) or if the obligation
of the Lenders to make Eurocurrency Rate Advances shall be suspended at such
time pursuant to Section 2.08.

            (c)   Each Notice of Borrowing shall be irrevocable and binding on
the Borrower. In the case of any Borrowing which the related Notice of Borrowing
specifies as to be comprised of Eurocurrency Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article IV, including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or redeployment of deposits or other funds acquired by
such Lender to fund the Advance to be made by such Lender as part of such
Borrowing when such Advance, as a result of such failure, is not made on such
date.

            (d)   Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that any Lender shall not have
so made such ratable portion available to the Administrative Agent, such Lender
agrees to pay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is paid to the
Administrative Agent, at (A) the Federal Funds Rate in the case of Advances
denominated in Dollars or (B) the cost of funds incurred by the Administrative
Agent in respect of such amount in the case of Advances denominated in Committed
Currencies; provided, however, that (i) within two Business Days after any
Lender shall fail to make such ratable portion available to the Administrative
Agent, the Administrative Agent shall notify the Borrower of such failure and
(ii) if such Lender shall not have paid such corresponding amount to the
Administrative Agent within two Business Days after such demand is made of such
Lender by the Administrative Agent, the Borrower agrees to repay to the
Administrative Agent forthwith, upon demand by the Administrative Agent to the
Borrower, such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to

                                       14
<PAGE>

the Administrative Agent, at the interest rate applicable at the time to
Advances comprising such Borrowing. If and to the extent such corresponding
amount shall be paid by such Lender to the Administrative Agent in accordance
with this Section 2.02(d), such amount so paid shall constitute such Lender's
Advance as part of such Borrowing for all purposes of this Agreement.

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

            SECTION 2.03 Fees. (a) Facility Fee. The Borrower agrees to pay to
each Lender a facility fee on the average daily amount (whether used or unused)
of such Lender's Commitment from the Effective Date, in the case of each Initial
Lender, and from the later of (a) the Effective Date and (b) the effective date
specified in the Assumption Agreement or the Assignment and Acceptance pursuant
to which it became a Lender, in the case of each other Lender, until, in each
case, the Termination Date, payable quarterly in arrears on the first Business
Day of each January, April, July and October during the term of such Lender's
Commitment, commencing April 1, 2004, and on the Termination Date, at the rate
per annum equal to the Facility Fee Percentage in effect from time to time.

            (b)   Utilization Fee. For each day on which the sum of (i) the
outstanding Advances and (ii) the Letter of Credit Liability exceeds 50% of the
Commitments, the Borrower agrees to pay to the Agent for the account of each
Lender, a utilization fee equal to the quotient obtained by dividing (A) the
product of (1)the sum of (a) the Letter of Credit Liability on such day and (b)
the difference between the aggregate outstanding Advances on such day and the
outstanding Base Rate Advances on such day and (2) 0.125% by (B) 365 (or, for
any such day in a leap year, 366). This Utilization Fee shall be paid quarterly
in arrears on the first Business Day of each January, April, July and October of
each year, and on the Termination Date.

            SECTION 2.04 Reduction of the Commitments. The Borrower shall have
the right, upon at least three Business Days' notice to the Administrative
Agent, to terminate in whole or reduce ratably in part the unused portions of
the respective Commitments of the Lenders; provided that each partial reduction
shall be in the aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and; provided, further, that after giving effect to
any such partial reduction, the total Commitments shall not be less than the sum
of (i) the then outstanding aggregate amount of Advances and (ii) the greater of
(x) Letter of Credit Liability or (y) aggregate amount of LC Commitments. Once
terminated, such Commitments may not be reinstated.

            SECTION 2.05 Repayment of Advances. The Borrower shall repay to each
Lender on the Termination Date the aggregate principal amount of the Advances
owing to such Lender on such date.

            SECTION 2.06 Interest on Advances. (a) Scheduled Interest. The
Borrower shall pay to each Lender interest on the unpaid principal amount of
each Advance owing to such Lender from the date of such Advance until such
principal amount shall be paid in full, at the following rates per annum:

                  (i)   Base Rate Advances. During such periods as such Advance
is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in
effect from time to time, payable quarterly in arrears on the first Business Day
of each January, April, July and October during such periods and on the date
such Base Rate Advance shall be Converted or paid in full and, for the avoidance
of doubt, a Utilization Fee shall not be payable during such periods as such
Advance is a Base Rate Advance.

                  (ii)  Eurocurrency Rate Advances. During such periods as such
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times
during each Interest Period for such Advance

                                       15
<PAGE>

to the sum of (A) the Eurocurrency Rate for such Interest Period for such
Advance and (B) the Eurocurrency Rate Margin in effect from time to time,
payable in arrears on the last day of such Interest Period and, if such Interest
Period has a duration of more than three months, on the date which occurs three
months and, if applicable, six months, nine months and twelve months after the
first day of such Interest Period and on the date such Eurocurrency Rate Advance
shall be Converted or paid in full .

            (b)   Default Interest. The Borrower shall pay interest on the
unpaid principal amount of each Advance that is not paid when due and on the
unpaid amount of all interest, fees and other amounts payable hereunder that is
not paid when due, payable on demand, at a rate per annum equal at all times to
(i) in the case of any amount of principal, the greater of (x) 2% per annum
above the rate per annum required to be paid on such Advance immediately prior
to the date on which such amount became due and (y) 2% per annum above the Base
Rate in effect from time to time and (ii) to the fullest extent permitted by
law, in the case of all other amounts, 2% per annum above the Base Rate in
effect from time to time.

            SECTION 2.07 Additional Interest on Eurocurrency Rate Advances. The
Borrower shall pay to each Lender, so long as such Lender shall be required
under regulations of the Board of Governors of the Federal Reserve System to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, additional interest on the unpaid principal
amount of each Eurocurrency Rate Advance of such Lender, from the date of such
Advance until such principal amount is paid in full, at an interest rate per
annum equal at all times to the remainder obtained by subtracting (i) the
Eurocurrency Rate for the applicable Interest Period for such Advance from (ii)
the rate obtained by dividing such Eurocurrency Rate by a percentage equal to
100% minus the Eurocurrency Rate Reserve Percentage of such Lender for such
Interest Period, payable on each date on which interest is payable on such
Advance. Such additional interest shall be determined by such Lender and
notified in reasonable detail to the Borrower through the Administrative Agent.

            SECTION 2.08 Interest Rate Determination. (a) To the extent
required, each Reference Bank agrees to furnish to the Administrative Agent
timely information for the purpose of determining each Eurocurrency Rate. If any
one or more of the Reference Banks shall not furnish such timely information to
the Administrative Agent for the purpose of determining such interest rate, the
Administrative Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks.

            (b)   The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.06(a)(i) or (a)(ii), and, if
applicable, the rate, if any, furnished by each Reference Bank for the purpose
of determining the applicable interest rate under Section 2.06(a)(ii).

            (c)   If fewer than two Reference Banks furnish timely information
to the Administrative Agent for purposes of determining the Eurocurrency Rate
for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith
notify the Borrower and the Lenders that the interest rate cannot be determined
for such Eurocurrency Rate Advances, (ii) each such Advance will automatically,
on the last day of the then existing Interest Period therefor, Convert into a
Base Rate Advance (or, if such Advance is then a Base Rate Advance, will
continue as a Base Rate Advance), and (iii) the obligation of the Lenders to
make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended
until the Administrative Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.

            (d)   If, with respect to any Eurocurrency Rate Advances, the
Majority Lenders notify the Administrative Agent that (i) they are unable to
obtain matching deposits in the London inter-bank market at or about 11:00 A.M.
(London time) on the second Business Day before the making of a Borrowing in
sufficient amounts to fund their respective Eurocurrency Rate Advances as a part
of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for
any Interest Period for such Advances will not adequately

                                       16
<PAGE>

reflect the cost to such Majority Lenders (which cost each such Majority Lender
reasonably determines in good faith is material) of making, funding or
maintaining their respective Eurocurrency Rate Advances for such Interest
Period, the Administrative Agent shall forthwith so notify the Borrower and the
Lenders, whereupon, unless the Eurocurrency Rate Margin shall be increased to
reflect such costs as determined by such Majority Lenders and as agreed by the
Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate
Advances into, Eurocurrency Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist, and (B) the Borrower
will, on the last day of the then existing Interest Period therefor, (1) if such
Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such
Advances or (y) Convert such Advances into Base Rate Advances and (2) if such
Eurocurrency Rate Advances are denominated in any Committed Currency, either (x)
prepay such Advances or (y) redenominate such Advances into an Equivalent amount
of Dollars and Convert such Advances into Base Rate Advances. The Administrative
Agent shall use reasonable efforts to determine from time to time whether the
circumstances causing such suspension no longer exist and, promptly after the
Administrative Agent knows that the circumstances causing such suspension no
longer exist, the Administrative Agent shall so notify the Borrower and the
Lenders.

            (e)   If the Borrower shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders and
such Advances will automatically, on the last day of the then existing Interest
Period therefor, (i) if such Eurocurrency Rate Advances are denominated in
Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate
Advances are denominated in a Committed Currency, be redenominated into an
Equivalent amount of Dollars and be Converted into Base Rate Advances.

            (f)   On the date on which the aggregate unpaid principal amount of
Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $20,000,000, such Eurocurrency Rate
Advances shall automatically Convert into Base Rate Advances and, on and after
such date, the right of the Borrower to Convert such Advances into Eurocurrency
Rate Advances shall terminate; provided, however, that if and so long as each
such Eurocurrency Rate Advance shall have the same Interest Period as
Eurocurrency Rate Advances comprising another Borrowing or Borrowings, and the
aggregate unpaid principal amount of all such Eurocurrency Rate Advances shall
equal or exceed $20,000,000, the Borrower shall have the right to continue all
such Eurocurrency Rate Advances as, or to Convert all such Advances into,
Eurocurrency Rate Advances having such Interest Period.

            (g)   Upon the occurrence and during the continuance of any Event of
Default under Section 7.01(a), (i) each Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted
into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be redenominated into an Equivalent
amount of Dollars and be Converted into Base Rate Advances and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurocurrency
Rate Advances shall be suspended.

            SECTION 2.09 Optional Conversion of Advances. The Borrower may on
any Business Day, upon notice given to the Administrative Agent not later than
(i) 11:00 A.M. (New York City time) on the same Business Day as the date of the
proposed Conversion in the case of a Conversion of Eurocurrency Rate Advances
into Base Rate Advances, and (ii) 1:00 P.M. (New York City time) on the third
Business Day prior to the date of the proposed Conversion in the case of a
Conversion of Base Rate Advances into Eurocurrency Rate Advances or of
Eurocurrency Rate Advances of one Interest Period into Eurocurrency Rate
Advances of another Interest Period, as the case may be, and subject to the
provisions of Sections 2.08, 2.09 and 2.12, Convert all Advances denominated in
Dollars of one Type comprising the same Borrowing into Advances denominated in
Dollars of the other Type; provided, however, that any Conversion of any

                                       17
<PAGE>

Eurocurrency Rate Advances into Base Rate Advances or into Eurocurrency Rate
Advances of another Interest Period shall be made on, and only on, the last day
of an Interest Period for such Eurocurrency Rate Advances. Promptly upon receipt
from the Borrower of a notice of a proposed Conversion hereunder, the
Administrative Agent shall give notice of such proposed Conversion to each
Lender. Each such notice of a Conversion shall, within the restrictions set
forth above, specify (x) the date of such Conversion (which shall be a Business
Day), (y) the Advances to be Converted, and (z) if such Conversion is into
Eurocurrency Rate Advances, the duration of the initial Interest Period for each
such Advance. The Borrower may Convert all Eurocurrency Rate Advances of any one
Lender into Base Rate Advances of such Lender in accordance with the provisions
of Section 2.12 by complying with the procedures set forth therein and in this
Section 2.09 as though each reference in this Section 2.09 to Advances
denominated in Dollars of any Type was to such Advances of such Lender. Each
such notice of Conversion shall, subject to the provisions of Sections 2.08 and
2.12, be irrevocable and binding on the Borrower.

            SECTION 2.10 Prepayments of Advances. (a) Optional. The Borrower
may, upon not less than (i) the same Business Day's notice to the Administrative
Agent received not later than 11:00 A.M. (New York City time) in the case of
Borrowings consisting of Base Rate Advances, (ii) three Business Days' notice to
the Administrative Agent received not later than 11:00 A.M. (New York City time)
in the case of Borrowings consisting of Eurocurrency Rate Advances denominated
in any Committed Currency, or (iii) three Business Days' notice to the
Administrative Agent received not later than 1:00 P.M. (New York City time) in
the case of Borrowings consisting of Eurocurrency Rate Advances denominated in
Dollars, stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the Advances constituting part of the same
Borrowings in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, however, that
(x) each partial prepayment shall be in an aggregate principal amount of
$1,000,000 or an integral multiple of $1,000,000 in excess thereof (or the
Equivalent thereof in a Committed Currency determined on the date notice of
prepayment is given), and (y) in the case of any such prepayment of Eurocurrency
Rate Advances, the Borrower shall be obligated to reimburse the Lenders in
respect thereof pursuant to Section 9.04(b).

            (b)   Mandatory. (i) If, the Administrative Agent notifies the
Borrower in writing that, on any date, the sum of (A) the aggregate principal
amount of all Advances and Letter of Credit Liabilities denominated in Dollars
then outstanding and (B) the Equivalent in Dollars (determined on the third
Business Day prior to such date) of the aggregate principal amount of all
Advances and Letter of Credit Liabilities denominated in Committed Currencies
then outstanding exceeds 102% of the aggregate Commitments of the Lenders on
such date, the Borrower shall, within two Business Days after receipt of such
notice, prepay the outstanding principal amount of any Advances, and to the
extent necessary, deposit into the LC Collateral Account in Dollars, an amount
(which amount shall be held by the Administrative Agent, for the benefit of the
Lenders, as cash collateral for the Borrower's obligations with respect to
outstanding Letters of Credit) necessary so that, after giving effect to such
prepayment of Advances and such deposit, the sum of (A) and (B) above less the
amount deposited in the LC Collateral Account does not exceed 100% of the
aggregate Commitments of the Lenders on such date as set forth in the written
notice from the Administrative Agent to the Borrower pursuant to the terms
hereof. Any such amounts on deposit with the Administrative Agent as cash
collateral in the LC Collateral Account shall (so long as no Event of Default
has occurred and is continuing) be released to the Borrower on the date on which
the sum of (A) and (B) above does not exceed 100% of the sum of the aggregate
Commitments of the Lenders and the amount on deposit in the LC Collateral
Account (after giving effect to any proposed release) on such date. In
connection therewith, upon the request of the Administrative Agent the Borrower
shall open the LC Collateral Account with the Administrative Agent and enter
into such documents relating thereto as are reasonably requested by the
Administrative Agent.

                                       18
<PAGE>

                  (ii)  Each prepayment made pursuant to this Section 2.10(b)
shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a
Eurocurrency Rate Advance on a date other than the last day of an Interest
Period, with any additional amounts which the Borrower shall be obligated to
reimburse to the Lenders in respect thereof pursuant to Section 9.04(b). The
Administrative Agent shall give prompt notice of any prepayment required under
this Section 2.10(b) to the Borrower and the Lenders.

            SECTION 2.11 Increased Costs. (a) If after the date hereof, due to
either (i) the introduction of or any change (other than any change by way of
imposition or increase of reserve requirements included in the Eurocurrency Rate
Reserve Percentage) in or in the interpretation of any law or regulation or (ii)
the compliance with any hereafter promulgated guideline or request from any
central bank or other governmental authority, including, without limitation, any
agency of the European Union or similar monetary or multinational authority
(whether or not having the force of law), which guideline or request either (x)
imposes, modifies or deems applicable any reserve, special deposit or similar
requirement against letters of credit or guarantees issued by, or assets held by
or deposits in or for the account of, any Lender or (y) imposes on any Lender
any other condition regarding this Agreement or any collateral thereon, there
shall be any increase in the cost (excluding any allocation of corporate
overhead) to the Issuing Banks or any Lender (which cost such Issuing Bank or
such Lender reasonably determines in good faith is material) of agreeing to make
or making, funding or maintaining Eurocurrency Rate Advances or issuing, or
purchasing participations in, the Letters of Credit, then such Issuing Bank or
such Lender shall so notify the Borrower promptly after such Issuing Bank or
such Lender knows of such increased cost and determines that such cost is
material and the Borrower shall from time to time, upon demand by such Issuing
Bank or such Lender (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Issuing Bank or such
Lender additional amounts sufficient to compensate such Issuing Bank or such
Lender for such increased cost. A certificate of such Issuing Bank or such
Lender as to the amount of such increased cost in reasonable detail and stating
the basis upon which such amount has been calculated and certifying that such
Issuing Bank's or such Lender's method of allocating such costs is fair and
reasonable and that such Issuing Bank's or such Lender's demand for payment of
such costs hereunder is not inconsistent with its treatment of other borrowers
which, as a credit matter, are substantially similar to the Borrower and which
are subject to similar provisions, submitted to the Borrower and the
Administrative Agent by such Issuing Bank or such Lender, shall be conclusive
and binding for all purposes, absent manifest error.

            (b)   If, after the date hereof, either (i) the introduction of or
change in or in the interpretation of any law or regulation or (ii) the
compliance by any Issuing Bank or any Lender with any hereafter promulgated
guideline or request from any central bank or other governmental authority,
including, without limitation, any agency of the European Union or similar
monetary or multinational authority (whether or not having the force of law),
affects or would affect the amount of capital required or expected to be
maintained by such Issuing Bank or such Lender or any entity controlling such
Issuing Bank or such Lender and the amount of such capital is materially
increased by or based upon the existence of such Issuing Bank's or such Lender's
commitment to lend hereunder and other commitments of this type, then such
Issuing Bank or such Lender shall so notify the Borrower promptly after such
Issuing Bank or such Lender makes such determination and, upon demand by such
Issuing Bank or such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to such Issuing Bank or such Lender within five
days from the date of such demand, from time to time as specified by such
Issuing Bank or such Lender, additional amounts sufficient to compensate such
Issuing Bank or such Lender or such corporation in the light of such
circumstances, to the extent that such Issuing Bank or such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Issuing Bank's or such Lender's commitment to lend hereunder. A certificate of
such Issuing Bank or such Lender as to such amount in reasonable detail and
stating the basis upon which such amount has been calculated and certifying that
such Issuing Bank's or such Lender's method of allocating such increase of
capital is fair and reasonable and that such Issuing Bank's or Lender's demand
for payment of such increase of capital hereunder is not inconsistent with its
treatment of

                                       19
<PAGE>

other borrowers which, as a credit matter, are substantially similar to the
Borrower and which are subject to similar provisions, submitted to the Borrower
and the Administrative Agent by such Issuing Bank or such Lender, shall be
conclusive and binding for all purposes, absent manifest error.

            (c)   The Borrower shall not be obligated to pay under this Section
2.11 any amounts which relate to costs or increases of capital incurred prior to
the 12 months immediately preceding the date of demand for payment of such
amounts, unless the applicable law, regulation, guideline or request resulting
in such costs or increases of capital is imposed retroactively. In the case of
any law, regulation, guideline or request which is imposed retroactively, the
Issuing Bank or Lender making demand for payment of any amount under this
Section 2.11 shall notify the Borrower not later than 12 months from the date
that such Issuing Bank or such Lender should reasonably have known of such law,
regulation, guideline or request and the Borrower's obligation to compensate
such Issuing Bank or such Lender for such amount is contingent upon such Issuing
Bank or such Lender so notifying the Borrower; provided, however, that any
failure by such Issuing Bank or such Lender to provide such notice shall not
affect the Borrower's obligations under this Section 2.11 with respect to
amounts resulting from costs or increases of capital incurred after the date
which occurs 12 months immediately preceding the date on which such Issuing Bank
or such Lender notified the Borrower of such law, regulation, guideline or
request.

            (d)   If any Issuing Bank or any Lender shall subsequently recoup
any costs (other than from the Borrower) for which such Issuing Bank or such
Lender has theretofore been compensated by the Borrower under this Section 2.11,
such Issuing Bank or such Lender shall remit to the Borrower an amount equal to
the amount of such recoupment. Amounts required to be paid by the Borrower
pursuant to this Section 2.11 shall be paid in addition to, and without
duplication of, any amounts required to be paid pursuant to Section 2.14.

            (e)   Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.11 shall survive the payment in full (after the Termination
Date) of all payment obligations of the Borrower in respect of Advances or
Letters of Credit hereunder.

            SECTION 2.12 Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation after the date hereof makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any Lender or its
Eurocurrency Lending Office to perform its obligations hereunder to make
Eurocurrency Rate Advances in Dollars or any Committed Currency or to fund or
maintain Eurocurrency Rate Advances in Dollars or any Committed Currency, (a)
the obligation of such Lender to make, or to Convert Base Rate Advances into,
Eurocurrency Rate Advances shall be suspended until such Lender shall notify the
Administrative Agent, and the Administrative Agent shall notify the Borrower and
the other Lenders (which notice shall be given promptly after the Administrative
Agent knows that the circumstances causing such suspension no longer exist) that
the circumstances causing such suspension no longer exist, and (b) the Borrower
shall forthwith prepay in full all Eurocurrency Rate Advances of such Lender
then outstanding, together with interest accrued thereon, unless the Borrower,
within five Business Days of notice from the Administrative Agent or, if
permitted by law, on and as of the last day of the then existing Interest Period
for such Eurocurrency Rate Advances, (i) if such Eurocurrency Rate Advance is
denominated in Dollars, Converts it into a Base Rate Advance or an Advance that
bears interest at the rate set forth in Section 2.06(a)(i), and (ii) if such
Eurocurrency Rate Advance is denominated in any Committed Currency,
redenominates it into an Equivalent amount of Dollars and Converts it into a
Base Rate Advance or an Advance that bears interest at the rate set forth in
Section 2.06(a)(i).

            SECTION 2.13 Payments and Computations. (a) The Borrower shall make
each payment hereunder (and under the Notes, if any), irrespective of any right
of set-off or counterclaim, except with

                                       20
<PAGE>

respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Committed Currency, not later than 11:00 A.M. (New York City
time) on the day when due, in Dollars (i) to the Administrative Agent at the
Administrative Agent's (or Sub-Agent's) Account in same day funds, or (ii) to
the Issuing Bank at its address referred to in Section 9.02 in same day funds,
in respect of payments to reimburse the Issuing Banks for payments under Letters
of Credit and the payments under Section 3.06(b). The Borrower shall make each
payment hereunder with respect to principal of, interest on, and other amounts
relating to, Advances denominated in a Committed Currency, not later than 11:00
A.M. (at the Payment Office for such Committed Currency) on the day when due, in
such Committed Currency to the Administrative Agent, by deposit of such funds to
the Administrative Agent's (or Sub-Agent's) Account in same day funds. The
Borrower shall make each payment hereunder with respect to reimbursement of a
Letter of Credit denominated in a Committed Currency, (A) in such Committed
Currency, at the office designated therefor by the respective Issuing Bank so
long as such payment is made by the close of business on the Business Day when
due and (B) thereafter in Dollars (at the then Dollar Equivalent of the amount
due on such preceding Business Day), by 11:00 A.M. (New York City time) to the
respective Issuing Bank at its address referred to in Section 9.02 in same day
funds as provided in Section 3.10 below. The Administrative Agent or the
respective Issuing Bank, as the case may be, will promptly thereafter cause to
be distributed like funds relating to the payment of principal or interest or
fees ratably (other than amounts payable pursuant to Sections 2.07, 2.11, 2.14,
3.04, 9.04 and 9.08) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Issuing Bank or Lender to such Issuing Bank or Lender for
the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon any Assuming Lender becoming a
Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19
or an extension of the Termination Date pursuant to Section 2.20, and upon the
Administrative Agent's receipt of such Lender's Assumption Agreement and
recording of the information contained therein in the Register, from and after
the applicable Increase Date or Extension Date, or the respective Issuing Bank,
as the case may be, the Administrative Agent shall make all payments hereunder
and under any Notes issued in connection therewith in respect of the interest
assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 9.07(d), from and after the effective date specified in such
Assignment and Acceptance, the Administrative Agent or the respective Issuing
Bank, as the case may be, shall make all payments hereunder and under the Notes,
if any, issued in connection therewith in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

            (b)   All computations of interest based on clause (a) of the
definition of "Base Rate" shall be made by the Administrative Agent on the basis
of a year of 365 or 366 days, as the case may be, and all computations of
interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees
shall be made by the Administrative Agent, and all computations of additional
interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a
year of 360 days (or, in each case of Advances denominated in Committed
Currencies where market practice differs, in accordance with such market
practice after notification of the Borrower), in each case for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable. Each determination by the
Administrative Agent (or, in the case of Section 2.07, by a Lender) of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

            (c)   Whenever any payment hereunder or under the Notes, if any,
shall be stated to be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or fees, as the
case may be; provided, however, that if such extension would cause payment of
interest on or principal of Eurocurrency Rate Advances to be made in the next
following calendar month, such payment shall be made on the immediately
preceding Business Day.

                                       21
<PAGE>

            (d)   Unless the Administrative Agent or the respective Issuing Bank
shall have received notice from the Borrower prior to the date on which any
payment is due to the Lenders or an Issuing Bank hereunder that the Borrower
will not make such payment in full, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative Agent or the
respective Issuing Bank on such date and the Administrative Agent or the
respective Issuing Bank may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent that the Borrower shall not have so made
such payment in full to the Administrative Agent or the respective Issuing Bank,
each Lender shall repay to the Administrative Agent or the respective Issuing
Bank, forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative Agent
or the respective Issuing Bank, at (i) the Federal Funds Rate in the case of
Advances denominated in Dollars or (ii) the cost of funds incurred by the
Administrative Agent in respect of such amount in the case of Advances or
Letters of Credit denominated in Committed Currencies.

            SECTION 2.14 Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes, if any, shall be made, in accordance with Section
2.13, free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Lender and the
Administrative Agent or any Issuing Bank (as the case may be), taxes imposed on
its income, and franchise taxes imposed on it, by the jurisdiction under the
laws of which such Lender, the Administrative Agent or such Issuing Bank (as the
case may be) is organized or any political subdivision thereof and, in the case
of each Lender, taxes imposed on its income, and franchise taxes imposed on it
by the jurisdiction of such Lender's Applicable Lending Office or any political
subdivision thereof or by any other jurisdiction in which such Lender, the
Administrative Agent or such Issuing Bank (as the case may be) is doing business
that is unrelated to this Agreement (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "TAXES"). If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any Lender, the
Administrative Agent or any Issuing Bank (as the case may be), (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.14) such Lender, the Administrative Agent or such Issuing Bank
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law.

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

            (c)   The Borrower will indemnify each Lender and the Administrative
Agent or each Issuing Bank (as the case may be) for the full amount of Taxes or
Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by
any jurisdiction on amounts payable under this Section 2.14) paid by such
Lender, the Administrative Agent or such Issuing Bank (as the case may be) and
any liability (including penalties to the extent not imposed as a result of such
Lender's, the Administrative Agent's or such Issuing Bank's (as the case may be)
gross negligence or willful misconduct, interest and expenses) arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally asserted. This indemnification shall be made within 30 days from the
date such Lender, the Administrative Agent or such Issuing Bank (as the case may
be) makes written demand therefor.

                                       22
<PAGE>

            (d)   Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent, at its address referred to in
Section 9.02 or the Issuing Bank at its address referred to in Schedule I (as
the case may be), the original or a certified copy of a receipt evidencing
payment thereof, to the extent that such a receipt is issued, or if such receipt
is not issued, other evidence of payment thereof that is reasonably satisfactory
to the Administrative Agent or such Issuing Bank (as the case may be).

            (e)   Each Lender that is not created or organized under the laws of
the United States or a political subdivision thereof shall deliver to the
Borrower and the Administrative Agent on or prior to the date of its execution
and delivery of this Agreement, and each such Lender that is not a party hereto
on the date hereof shall deliver to the Borrower and the Administrative Agent on
or prior to the date on which such Lender becomes a Lender pursuant to Section
2.19, 2.20 or 9.07 (as the case may be), a true and accurate certificate
executed in duplicate by a duly authorized officer of such Lender in
substantially the form set out in Exhibit D-1 or D-2 hereto, as applicable, to
the effect that such Lender is eligible under the provisions of an applicable
tax treaty concluded by the United States (in which case the certificate shall
be accompanied by two executed copies of Form W-8BEN (or any successor or
substitute form or forms) of the Internal Revenue Service of the United States
(the "IRS"), or under Section 1441(c) or 1442 of the Internal Revenue Code (in
which case the certificate shall be accompanied by two copies of IRS Form W-8ECI
(or any successor or substitute form or forms) of the IRS, to receive, as of the
date hereof or as of the date such party becomes a Lender hereto pursuant to
Section 2.19, 2.20 or 9.07 (as the case may be), as appropriate, payments
hereunder without deduction or withholding of United States federal income tax.
Each such Lender further agrees to deliver to the Borrower and the
Administrative Agent from time to time, as reasonably requested by the Borrower
or the Administrative Agent, and in any case before or promptly upon the
occurrence of any events requiring a change in the most recent certificate
previously delivered pursuant to this Section 2.14(e), a true and accurate
certificate executed in duplicate by a duly authorized officer of such Lender in
substantially the form set out in Exhibit D-1 or D-2 hereto, as applicable.
Further, each Lender that delivers a certificate in the form set out in Exhibit
D-1 hereto agrees, to the extent permitted by law, to deliver to the Borrower
and the Administrative Agent within 15 days prior to every third anniversary of
the date of delivery of the initial IRS Form W-8BEN by such Lender (or more
often if required by law) on which this Agreement is still in effect, two
accurate and complete original signed copies of IRS Form W-8BEN (or any
successor or substitute form or forms required under the Internal Revenue Code
or the applicable regulations promulgated thereunder) and a certificate in the
form set out in such Exhibit D-1, and each Lender that delivers a certificate in
the form set out in Exhibit D-2 hereto agrees to deliver to the Borrower and the
Administrative Agent, to the extent permitted by law, within 15 days prior to
every third anniversary of the date of delivery of the initial IRS Form W-8ECI
by such Lender (or more often if required by law) on which this Agreement is
still in effect, two accurate and complete original signed copies of IRS Form
W-8ECI (or any successor or substitute form or forms required under the Internal
Revenue Code or the applicable regulations promulgated thereunder) and a
certificate in the form of such Exhibit D-2. Each such certificate shall certify
as to one of the following:

                  (i)   that such Lender is eligible to receive payments
hereunder without deduction or withholding of United States federal income tax;

                  (ii)  that such Lender is not eligible to receive payments
hereunder without deduction or withholding of United States federal income tax
as specified therein but does not require additional payments therefor pursuant
to Section 2.14(a) or (c) because it is eligible and able to recover the full
amount of any such deduction or withholding from a source other than the
Borrower; or

                  (iii) that such Lender is not eligible to receive payments
hereunder without deduction or withholding of United States federal income tax
as specified therein and that it is not eligible and able to recover the full
amount of the same from a source other than the Borrower.

                                       23
<PAGE>

If any form or document referred to in this subsection (e) requires the
disclosure of information, other than information necessary to compute the tax
payable and information required on the date hereof by IRS Forms W-8BEN or
W-8ECI, that any Lender reasonably considers to be confidential, such Lender
promptly shall give notice thereof to the Borrower and the Administrative Agent
and shall not be obligated to include in such form or document such confidential
information; provided that such Lender certifies to the Borrower that the
failure to disclose such confidential information does not increase the
obligations of the Borrower under this Section 2.14.

            (f)   For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form described in Section 2.14(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
otherwise is not required under the first two sentences of subsection (e)
above), such Lender shall not be entitled to indemnification under Section
2.14(c) with respect to Taxes imposed by any jurisdiction (including, without
limitation, the United States); provided, however, that should a Lender become
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as the Lender shall reasonably request to
assist the Lender to recover such Taxes.

            (g)   Without affecting its rights under this Section 2.14 or any
provision of this Agreement, each Lender agrees that if any Taxes or Other Taxes
are imposed and required by law to be paid or to be withheld from any amount
payable to any Lender or its Applicable Lending Office with respect to which the
Borrower would be obligated pursuant to this Section 2.14 to increase any
amounts payable to such Lender or to pay any such Taxes or Other Taxes, such
Lender shall use reasonable efforts to select an alternative Applicable Lending
Office which would not result in the imposition of such Taxes or Other Taxes;
provided, however, that no Lender shall be obligated to select an alternative
Applicable Lending Office if such Lender determines that (i) as a result of such
selection such Lender would be in violation of an applicable law, regulation, or
treaty, or would incur unreasonable additional costs or expenses or (ii) such
selection would be inadvisable for regulatory reasons or inconsistent with the
interests of such Lender.

            (h)   Each Lender agrees with the Borrower that it will take all
reasonable actions by all usual means (i) to secure and maintain the benefit of
all benefits available to it under the provisions of any applicable double tax
treaty concluded by the United States of America to which it may be entitled by
reason of the location of such Lender's Applicable Lending Office or place of
incorporation or its status as an enterprise of any jurisdiction having any such
applicable double tax treaty, if such benefit would reduce the amount payable by
the Borrower in accordance with this Section 2.14 and (ii) otherwise to
cooperate with the Borrower to minimize the amount payable by the Borrower
pursuant to this Section 2.14; provided, however, that no Lender shall be
obliged to disclose to the Borrower any information regarding its tax affairs or
tax computations nor to reorder its tax affairs or tax planning pursuant hereto.

            (i)   Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.14 shall survive the payment in full of principal and interest
on all Advances and the termination of this Agreement until such date as all
applicable statutes of limitations (including any extensions thereof) have
expired with respect to such agreements and obligations of the Borrower
contained in this Section 2.14.

            SECTION 2.15 Sharing of Payments, Etc. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of (i) the Advances made by it (other than
pursuant to Section 2.07, 2.11, 2.14, 9.04 or 9.08) in excess of its ratable
share of payments on account of the Advances obtained by all the Lenders or (ii)
any Letter of Credit Liability of the Borrower hereunder (other than pursuant to
Section 2.11, 2.14, 9.04 or 9.08) in excess of its LC Commitment Percentage of
any such payments on account of such Letter of Credit Liability obtained by all
the Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Advances

                                       24
<PAGE>

made by them or the participations purchased pursuant to Section 3.05 as shall
be necessary to cause such purchasing Lender to share the excess payment ratably
with each of them, provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery, together with an
amount equal to such Lender's ratable share (according to the proportion of (i)
the amount of such Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.15 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

            SECTION 2.16 Mandatory Assignment by a Lender; Mitigation. If any
Lender requests from the Borrower either payment of additional interest on
Eurocurrency Rate Advances pursuant to Section 2.07, or reimbursement for
increased costs pursuant to Section 2.11, or payment of or reimbursement for
Taxes pursuant to Section 2.14, or if any Lender notifies the Administrative
Agent that it is unlawful for such Lender or its Eurocurrency Lending Office to
perform its obligations hereunder pursuant to Section 2.12, (i) such Lender
will, upon three Business Days' notice by the Borrower to such Lender and the
Administrative Agent, to the extent not inconsistent with such Lender's internal
policies and applicable legal and regulatory restrictions, use reasonable
efforts to make, fund or maintain its Eurocurrency Rate Advances through another
Eurocurrency Lending Office of such Lender if (A) as a result thereof the
additional amounts required to be paid pursuant to Section 2.07, 2.11 or 2.14,
as applicable, in respect of such Eurocurrency Rate Advances would be materially
reduced or the provisions of Section 2.12 would not apply to such Lender, as
applicable, and (B) as determined by such Lender in good faith but in its sole
discretion, the making or maintaining of such Eurocurrency Rate Advances through
such other Eurocurrency Lending Office would not otherwise materially and
adversely affect such Eurocurrency Rate Advances or such Lender and (ii) unless
such Lender has theretofore taken steps to remove or cure, and has removed or
cured, the conditions creating such obligation to pay such additional amounts or
the circumstances described in Section 2.12, the Borrower may designate an
Eligible Assignee to purchase for cash (pursuant to an Assignment and
Acceptance) all, but not less than all, of the Advances then owing to such
Lender and all, but not less than all, of such Lender's rights and obligations
hereunder, without recourse to or warranty by, or expense to, such Lender, for a
purchase price equal to the outstanding principal amount of each such Advance
then owing to such Lender plus any accrued but unpaid interest thereon and any
accrued but unpaid fees owing thereto and, in addition, (A) all additional cost
reimbursements, expense reimbursements and indemnities, if any, owing in respect
of such Lender's Commitment hereunder, and all other accrued and unpaid amounts
owing to such Lender hereunder, at such time shall be paid to such Lender and
(B) if such Eligible Assignee is not otherwise a Lender at such time, the
applicable processing and recordation fee under Section 9.07(a) for such
assignment shall have been paid.

            SECTION 2.17 Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder. The Borrower agrees
that upon notice by any Lender to the Borrower (with a copy of such notice to
the Administrative Agent) to the effect that a promissory note or other evidence
of indebtedness is required or appropriate in order for such Lender to evidence
(whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, the Borrower shall promptly execute and
deliver to such Lender a promissory note or other evidence of indebtedness, in
form and substance reasonably satisfactory to the Borrower and such Lender (each
a "NOTE"), payable to the order of such Lender in a principal amount equal to
the Commitment of such Lender; provided, however, that the execution and
delivery of such promissory note or other evidence of indebtedness shall not be
a condition precedent to the making of any Advance under this Agreement.

                                       25
<PAGE>

            (b)   The Register maintained by the Administrative Agent pursuant
to Section 9.07(c) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and amount of each Borrowing made hereunder, the Type of Advances and currencies
comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assumption Agreement and each Assignment and
Acceptance delivered to and accepted by it, (iii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder, and (iv) the amount of any sum received by the Administrative
Agent from the Borrower hereunder and each Lender's share thereof.

            (c)   Entries made in good faith by the Administrative Agent in the
Register pursuant to subsection (b) above, and by each Lender in its account or
accounts pursuant to subsection (a) above, shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and payable
from the Borrower to, in the case of the Register, each Lender and, in the case
of such account or accounts, such Lender, under this Agreement, absent manifest
error; provided, however, that the failure of the Administrative Agent or such
Lender to make an entry, or any finding that an entry is incorrect, in the
Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement.

            SECTION 2.18 Use of Proceeds.The proceeds of the Advances shall be
available and Letters of Credit shall be Issued (and the Borrower agrees that it
shall use such proceeds and such Letters of Credit) to support the obligations
of the Borrower in respect of commercial paper issued by the Borrower and/or for
other general corporate purposes of the Borrower and its Subsidiaries,
including, but not limited to, the payment in full on the Effective Date of all
amounts due under each of the Replaced Loan Agreements and the replacement on
the Effective Date of all the Existing Letters of Credit. Notwithstanding the
foregoing provisions of this Section 2.18, the Borrower will not use the
proceeds of any Advance to purchase the capital stock of any corporation in a
transaction, or as part of a series of transactions, (i) the purpose of which
is, at the time of any such purchase, to acquire control of such corporation or
(ii) the result of which is the ownership by the Borrower and its Subsidiaries
of 10% or more of the capital stock of such corporation, in either case if the
board of directors of such corporation has publicly announced its opposition to
such transaction.

            SECTION 2.19 Increase in the Aggregate Commitments. (a) The Borrower
may, at any time but in any event not more than once in any calendar year prior
to the Termination Date, by notice to the Administrative Agent, request that the
aggregate amount of the Commitments be increased by an amount of $100,000,000 or
an integral multiple of $5,000,000 in excess thereof (each a "COMMITMENT
INCREASE") to be effective as of a date that is at least 90 days prior to the
scheduled Termination Date then in effect (the "INCREASE DATE") as specified in
the related notice to the Administrative Agent; provided, however, that (i) in
no event shall the aggregate amount of the Commitments at any time exceed
$5,000,000,000, (ii) on the date of any request by the Borrower for a Commitment
Increase and at all times thereafter to and including the related Increase Date,
the Public Debt Rating shall be at least BBB+ by S&P and at least Baa1 by
Moody's and (iii) no Event of Default, or event that with the giving of notice
or passage of time or both would constitute an Event of Default, shall have
occurred and be continuing as of the date of such request or as of the
applicable Increase Date, or shall occur as a result thereof.

            (b)   The Administrative Agent shall promptly notify the Lenders of
a request by the Borrower for a Commitment Increase, which notice shall include
(i) the proposed amount of such requested Commitment Increase, (ii) the proposed
Increase Date and (iii) the date by which Lenders wishing to participate in the
Commitment Increase must commit to an increase in the amount of their respective
Commitments (the "COMMITMENT DATE"). Each Lender that is willing to participate
in such requested Commitment Increase (each an "INCREASING LENDER") shall give
written notice to the Administrative Agent on or prior to the Commitment Date of
the amount by which it is willing to increase its Commitment. If the

                                       26
<PAGE>

Lenders notify the Administrative Agent that they are willing to increase the
amount of their respective Commitments by an aggregate amount that exceeds the
amount of the requested Commitment Increase, the requested Commitment Increase
shall be allocated among the Lenders willing to participate therein in such
amounts as are agreed between the Borrower and the Administrative Agent.

            (c)   Promptly following each Commitment Date, the Administrative
Agent shall notify the Borrower as to the amount, if any, by which the Lenders
are willing to participate in the requested Commitment Increase. If the
aggregate amount by which the Lenders are willing to participate in any
requested Commitment Increase on any such Commitment Date is less than the
requested Commitment Increase, then the Borrower may extend offers to one or
more Eligible Assignees to participate in any portion of the requested
Commitment Increase that has not been committed to by the Lenders as of the
applicable Commitment Date; provided, however, that the Commitment of each such
Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple
of $1,000,000 in excess thereof.

            (d)   On each Increase Date, each Eligible Assignee that accepts an
offer to participate in a requested Commitment Increase in accordance with
Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that
agrees to an extension of the Termination Date in accordance with Section
2.20(c), an "ASSUMING LENDER") shall become a Lender party to this Agreement as
of such Increase Date and the Commitment of each Increasing Lender for such
requested Commitment Increase shall be so increased by such amount (or by the
amount allocated to such Lender pursuant to the last sentence of Section
2.19(b)) as of such Increase Date; provided, however, that the Administrative
Agent shall have received on or before such Increase Date the following, each
dated such date:

                  (i)   (A) certified copies of resolutions of the Board of
Directors of the Borrower or the Executive Committee of such Board approving the
Commitment Increase and the corresponding modifications to this Agreement and
(B) an opinion of counsel for the Borrower (which may be in-house counsel), in
substantially the form of Exhibit C hereto;

                  (ii)  an assumption agreement from each Assuming Lender, if
any, in form and substance satisfactory to the Borrower and the Administrative
Agent (each an "ASSUMPTION AGREEMENT"), duly executed by such Eligible Assignee,
the Administrative Agent and the Borrower; and

                  (iii) confirmation from each Increasing Lender of the increase
in the amount of its Commitment in a writing satisfactory to the Borrower and
the Administrative Agent.

            (e)   On each Increase Date, upon fulfillment of the conditions set
forth in the immediately preceding sentence of this Section 2.19(d), the
Administrative Agent shall notify the Lenders (including, without limitation,
each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City
time), by telecopier, of the occurrence of the Commitment Increase to be
effected on such Increase Date and shall record in the Register the relevant
information with respect to each Increasing Lender and each Assuming Lender on
such date.

            SECTION 2.20 Extension of Termination Date. (a) At least 45 days but
not more than 60 days prior to the next Anniversary Date, the Borrower, by
written notice to the Administrative Agent, may request an extension of the
Termination Date in effect at such time by one calendar year from its then
scheduled expiration; provided, however, that, if the Borrower does not request
an extension of the Termination Date in a timely manner prior to any Anniversary
Date it may, but shall not be obligated to, request that the Termination Date be
extended for two consecutive calendar years from its then scheduled expiration
by making a request therefor in a timely manner prior to the next succeeding
Anniversary Date. The Administrative Agent shall promptly notify each Lender of
such request, and each Lender shall in turn, in its sole discretion, not later
than 30 days prior to such next Anniversary Date, notify the Borrower and the

                                       27
<PAGE>

Administrative Agent in writing as to whether such Lender will consent to such
extension. If any Lender shall fail to notify the Administrative Agent and the
Borrower in writing of its consent to any such request for extension of the
Termination Date at least 30 days prior to the next Anniversary Date, such
Lender shall be deemed to be a Declining Lender with respect to such request.
The Administrative Agent shall notify the Borrower not later than 25 days prior
to such next Anniversary Date of the decision of the Lenders regarding the
Borrower's request for an extension of the Termination Date.

            (b)   If all of the Lenders consent in writing to any such request
in accordance with subsection (a) of this Section 2.20, the Termination Date in
effect at such time shall, effective as at such next Anniversary Date (the
"EXTENSION DATE"), be extended for one calendar year or two calendar years, as
properly requested; provided that on each Extension Date, no Event of Default,
or event that with the giving of notice or passage of time or both would
constitute an Event of Default, shall have occurred and be continuing, or shall
occur as a consequence thereof. If less than all of the Lenders consent in
writing to any such request in accordance with subsection (a) of this Section
2.20, the Termination Date in effect at such time shall, effective as at the
applicable Extension Date, be extended as to those Lenders that so consented
(each an "EXTENDING LENDER") but shall not be extended as to any other Lender
(each a "DECLINING LENDER"). To the extent that the Termination Date is not
extended as to any Lender pursuant to this Section 2.20 and the Commitment of
such Lender is not assumed in accordance with subsection (c) of this Section
2.20 on or prior to the applicable Extension Date, the Commitment of such
Declining Lender shall automatically terminate in whole on such unextended
Termination Date without any further notice or other action by the Borrower,
such Lender or any other Person; provided that such Declining Lender's rights
under Sections 2.11, 2.14, 9.04 and 9.08, and its obligations under Section
8.05, shall survive the Termination Date for such Lender as to matters occurring
prior to such date. It is understood and agreed that no Lender shall have any
obligation whatsoever to agree to any request made by the Borrower for any
requested extension of the Termination Date.

            (c)   If there are any Declining Lenders, the Borrower may arrange
for one or more Extending Lenders or other Eligible Assignees (each such
Eligible Assignee that accepts an offer to assume a Declining Lender's
Commitment as of the applicable Extension Date being an "ASSUMING LENDER") to
assume, effective as of the Extension Date, any Declining Lender's Commitment
and all of the obligations of such Declining Lender under this Agreement
thereafter arising, without recourse to or warranty by, or expense to, such
Declining Lender; provided, however, that the amount of the Commitment of any
such Assuming Lender as a result of such substitution shall in no event be less
than $25,000,000 unless the amount of the Commitment of such Declining Lender is
less than $25,000,000, in which case such Assuming Lender shall assume all of
such lesser amount; and provided further that:

                  (i)   any such Extending Lender or Assuming Lender shall have
paid to such Declining Lender (A) the aggregate principal amount of, and any
interest accrued and unpaid to the effective date of the assignment on, the
outstanding Advances, if any, of such Declining Lender plus (B) any accrued but
unpaid fees owing to such Declining Lender as of the effective date of such
assignment;

                  (ii)  all additional costs reimbursements, expense
reimbursements and indemnities payable to such Declining Lender, and all other
accrued and unpaid amounts owing to such Declining Lender hereunder, as of the
effective date of such assignment shall have been paid to such Declining Lender;
and

                  (iii) with respect to any such Assuming Lender, the applicable
processing and recordation fee required under Section 9.07(a) for such
assignment shall have been paid;

provided further that such Declining Lender's rights under Sections 2.11, 2.14,
9.04 and 9.08, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if

                                       28
<PAGE>

any, shall have delivered to the Borrower and the Administrative Agent an
assumption agreement, in form and substance satisfactory to the Borrower and the
Administrative Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming
Lender, such Declining Lender, the Borrower and the Administrative Agent, (B)
any such Extending Lender shall have delivered confirmation in writing
satisfactory to the Borrower and the Administrative Agent as to the increase in
the amount of its Commitment and (C) each Declining Lender being replaced
pursuant to this Section 2.20 shall have delivered to the Administrative Agent
any Note or Notes held by such Declining Lender. Upon the payment or prepayment
of all amounts referred to in clauses (i), (ii) and (iii) of the immediately
preceding sentence, each such Extending Lender or Assuming Lender, as of the
Extension Date, will be substituted for such Declining Lender under this
Agreement and shall be a Lender for all purposes of this Agreement, without any
further acknowledgment by or the consent of the other Lenders, and the
obligations of each such Declining Lender hereunder shall, by the provisions
hereof, be released and discharged.

            (d)   If all of the Extending and Assuming Lenders (after giving
effect to any assignments and assumptions pursuant to subsection (c) of this
Section 2.20) consent in writing to a requested extension (whether by written
consent pursuant to subsection (a) of this Section 2.20, by execution and
delivery of an Assumption Agreement or otherwise) not later than one Business
Day prior to such Extension Date, the Administrative Agent shall so notify the
Borrower, and, so long as no Event of Default, or event that with the giving of
notice or passage of time or both would constitute an Event of Default, shall
have occurred and be continuing as of such Extension Date, or shall occur as a
consequence thereof, the Termination Date then in effect shall be extended for
the additional one-year period or two-year period, as the case may be, as
described in subsection (a) of this Section 2.20, and all references in this
Agreement, and in the Notes, if any, to the "Termination Date" shall, with
respect to each Extending Lender and each Assuming Lender for such Extension
Date, refer to the Termination Date as so extended. Promptly following each
Extension Date, the Administrative Agent shall notify the Lenders (including,
without limitation, each Assuming Lender) of the extension of the scheduled
Termination Date in effect immediately prior thereto and shall thereupon record
in the Register the relevant information with respect to each such Extending
Lender and each such Assuming Lender.

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

            SECTION 3.01 Letters of Credit. (a) As of the Effective Date,
without further action on the part of any Person, each Existing Letter of Credit
shall be automatically deemed to be a Letter of Credit issued hereunder for all
purposes of this Agreement in the amounts, upon the terms and in favor of the
beneficiaries specified on Schedule III hereto, and the original issuing bank of
each such Letter of Credit shall be the Issuing Bank thereof for all purposes
hereof.

            (b)   Each Issuing Bank agrees, on the terms and conditions
hereinafter set forth, to Issue for the account of the Borrower, one or more
Letters of Credit from time to time during the period from the date of this
Agreement until the Termination Date, each Letter of Credit to be in a minimum
amount of $1,000,000 (or the Equivalent thereof in any Committed Currency
determined on the date of delivery of the applicable Notice of Letter of Credit
Request) and each such Letter of Credit upon its Issuance to expire on or before
the date which occurs one year from the date of its Issuance but in any event
prior to the first anniversary of the Termination Date (except for Auto-Renewal
Letters of Credit as provided in Section 3.01(c) below); provided, however, that
an Issuing Bank shall not be obligated to, and shall not, Issue any Letter of
Credit if:

                                       29
<PAGE>

            (i)   after giving effect to the Issuance of such Letter of Credit,
      the sum of the then outstanding aggregate amount of all Letter of Credit
      Liability and the then outstanding principal amount of all Advances, shall
      exceed the aggregate amount of the Commitments then in effect; provided,
      that, the respective Issuing Bank may assume that the aggregate amount of
      the Commitments then in effect shall not be so exceeded if it has not been
      so informed by the Administrative Agent within two Business Days after
      receiving the notice delivered by the Borrower pursuant to Section 3.03
      below;

            (ii)  after giving effect to the Issuance of such Letter of Credit,
      the then outstanding aggregate amount of Letter of Credit Liability in
      respect of all Letters of Credit shall exceed the aggregate amount of the
      LC Commitments then in effect; provided, that, the respective Issuing Bank
      may assume that the aggregate amount of the LC Commitments then in effect
      shall not be so exceeded if it has not been so informed by the
      Administrative Agent within two Business Days after receiving the notice
      delivered by the Borrower pursuant to Section 3.03 below;

            (iii) after giving effect to the Issuance of such Letter of Credit,
      the then outstanding aggregate amount of all Letter of Credit Liability in
      respect of Letters of Credit Issued by such Issuing Bank shall exceed the
      Issuing Commitment of such Issuing Bank; or

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

            (c)   Each Issuing Bank shall provide to the Administrative Agent in
writing, on the last Business Day of each month, a report with respect to the
outstanding Letters of Credit issued by such Issuing Bank, which report shall
(i) set forth the undrawn amount and drawn but unreimbursed amount as of the end
of each day during that month of all such Letters of Credit and (ii) shall
calculate the Letter of Credit Liability in respect of such Letters of Credit on
such date (converting any amounts of the Letter of Credit Liability which are
denominated in a Committed Currency to Dollars for purposes of such
calculation). Promptly after receiving such reports, the Administrative Agent
shall forward copies thereof to each Lender and the Borrower and, if the Dollar
amount of all such Letter of Credit Liabilities exceeds the total of LC
Commitments, the Borrower shall promptly upon receipt thereof make the payments
provided for in Section 2.10 above, if applicable.

            (d)   If the Borrower so requests, an Issuing Bank may, in its sole
discretion, agree to issue a Letter of Credit that has automatic renewal
provisions (an "AUTO-RENEWAL LETTER OF CREDIT"); provided, that any such
Auto-Renewal Letter of Credit must permit the respective Issuing Bank to prevent
any such renewal at least once in each twelve-month period (commencing with its
date of Issuance) by giving prior notice to the beneficiary thereof not later
than a day (the "NON-RENEWAL NOTICE DATE") in each such twelve-month period to
be agreed upon at the time such Letter of Credit is issued. Once an Auto-Renewal
Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the respective Issuing Bank to permit the renewal of such
Letter of Credit at any time, provided, however, that, in any event, the Issuing
Bank shall not permit any such renewal only if such Issuing Bank has received
notice on or before the day that is five Business Days before the Non-Renewal
Notice Date from the Administrative Agent that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied. Notwithstanding the
above, nothing in this Section 3.01(c) shall limit the ability of the respective
Issuing Bank from exercising any of its rights with respect to any Auto-Renewal
Letter of Credit after the termination of this Agreement.

                                       30
<PAGE>

            (e)   Each Issuing Bank shall notify the Administrative Agent in
writing upon the reduction or termination of any Letter of Credit Issued by it
within two Business Days after any such reduction or termination.

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

            SECTION 3.02 Limitation on the Issuance of Letters of Credit
Denominated in Committed Currencies. The Issuing Banks shall not be obligated
to, and shall not, Issue any Letter of Credit denominated in a Committed
Currency if, after giving effect to the Issuance of any Letter of Credit
denominated in a Committed Currency, the then outstanding aggregate amount of
all Letter of Credit Liability with respect to all Letters of Credit denominated
in a Committed Currency equals or exceeds (on a Dollar Equivalent basis)
$500,000,000.

            SECTION 3.03 Issuing the Letters of Credit. Each Letter of Credit
shall be Issued on three Business Days' notice from the Borrower to the
respective Issuing Bank and the Administrative Agent as provided in a Notice of
Letter of Credit Request in the form of Exhibit A-2 hereto, accompanied by the
proposed form of such Letter of Credit in form and substance satisfactory to
such Issuing Bank. On the date specified by the Borrower in such notice and upon
fulfillment of the applicable conditions set forth in Section 4.02, such Issuing
Bank will Issue such Letter of Credit and shall promptly notify the
Administrative Agent thereof.

            SECTION 3.04 Reimbursement Obligations. (a) The Borrower shall:

            (i)   pay to the respective Issuing Bank an amount equal to, and in
      reimbursement for, each amount which such Issuing Bank pays under any
      Letter of Credit (such amount to be notified to the Borrower on or before
      the date of payment by such Issuing Bank) not later than the date which
      occurs three Business Days after payment of such amount by such Issuing
      Bank under such Letter of Credit; and

            (ii)  pay to such Issuing Bank interest on any amount paid by such
      Issuing Bank under any Letter of Credit from the date on which such
      Issuing Bank pays such amount under any Letter of Credit until such amount
      is reimbursed in full to such Issuing Bank pursuant to clause (i) above,
      payable on demand, at a rate per annum equal to the rate per annum
      required to be paid on Base Rate Advances; provided, that, if the Borrower
      shall not have reimbursed the respective Issuing Bank within three
      Business Days of payment by such Issuing Bank as provided in paragraph (i)
      above, the Borrower shall thereafter until such amount is reimbursed in
      full to such Issuing Bank pay interest, payable on demand, at a
      fluctuating rate per annum equal to 2% per annum above the rate per annum
      required to be paid on Base Rate Advances immediately prior to the date on
      which such Issuing Bank makes such payment under such Letter of Credit.

            (b)   All amounts to be reimbursed to an Issuing Bank in accordance
with subsection (a) above may, at the Borrower's option and subject to the
limitations set forth in Section 2.01 (inclusive of minimum borrowing
limitations), be paid from the proceeds of Advances.

            (c)   All payments in respect of Letters of Credit shall be made
free and clear of all claims, charges, offsets or deductions whatsoever.

                                       31
<PAGE>

            SECTION 3.05 Participations Purchased by the Lenders. (a) On the
date of Issuance of each Letter of Credit the respective Issuing Bank shall be
deemed irrevocably and unconditionally to have sold and transferred to each
Lender without recourse or warranty, and each Lender shall be deemed to have
irrevocably and unconditionally purchased and received from such Issuing Bank,
an undivided interest and participation, to the extent of such Lender's LC
Commitment Percentage in effect from time to time, in such Letter of Credit and
all Letter of Credit Liability relating to such Letter of Credit and all
documents securing, guaranteeing, supporting, or otherwise benefiting the
payment of such Letter of Credit Liability.

            (b)   In the event that any reimbursement obligation under Section
3.04(a) is not paid within three Business Days after the due date to the
respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank
shall promptly notify the Administrative Agent who shall promptly notify the
Lenders of the amount of such reimbursement obligation (on a Dollar Equivalent
basis in the case of Letters of Credit denominated in an Committed Currency) and
each Lender shall pay to such Issuing Bank, in lawful money of the United States
and in same day funds, an amount equal to such Lender's LC Commitment Percentage
then in effect of the amount of such unpaid reimbursement obligation with such
payment to be made on the date of notification to such Lender, if such
notification is made prior to 11:00 A.M. (New York City time) on a Business Day
and if such notification is made after 11:00 A.M. (New York City time) on a
Business Day, such payment to be made on the immediately succeeding Business
Day, and in each case with interest at the Federal Funds Rate for each day after
such payment is due until such amount is paid to such Issuing Bank.

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

            (d)   Upon the request of any Lender, the Administrative Agent shall
furnish, or cause the respective Issuing Bank to furnish, to such Lender copies
of any outstanding Letter of Credit as may be reasonably requested by such
Lender.

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

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

            SECTION 3.06 Letter of Credit Fees. (a) Letter of Credit Facility
Fees. The Borrower hereby agrees to pay to the Administrative Agent for the
account of each Lender (in accordance with its LC Commitment Percentage), a
letter of credit fee at a rate per annum equal to the Eurocurrency Rate Margin

                                       32
<PAGE>

applicable to Eurocurrency Rate Advances in effect from time to time while a
Letter of Credit is outstanding, on the maximum amount available to be drawn
under each such Letter of Credit from time to time (the determination of such
maximum amount to give effect to the actual amount that can be drawn thereunder
during the relevant period for which such letter of credit fee is calculated and
to assume compliance with all conditions for drawing) from the date of Issuance
of each such Letter of Credit until the expiry date of each such Letter of
Credit, payable in arrears on the last day of each January, April, July and
October prior to the expiry date of each such Letter of Credit and on the expiry
date of each such Letter of Credit.

            (b)   Issuing Bank Fees. The Borrower hereby agrees to pay directly
to each Issuing Bank, for its own account, a fronting fee with respect to each
Issued Letter of Credit of 0.10% per annum. In addition, the Borrower shall pay
directly to each Issuing Bank for its own account such customary issuance,
presentation, amendment and other processing fees as are specifically agreed to
in a writing between the Borrower and such Issuing Bank. Such customary fees and
standard costs and charges are due and payable on demand and are non-refundable.

            SECTION 3.07 Indemnification; Nature of the Issuing Banks' Duties.
The obligations of the Borrower hereunder with respect to Letters of Credit
shall be unconditional and irrevocable, and shall be paid strictly in accordance
with the terms hereof under all circumstances, including, without limitation,
any of the following circumstances:

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

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

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

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

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

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

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

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

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

                                       33
<PAGE>

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

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

            SECTION 3.08 Uniform Customs and Practice. The Uniform Customs and
Practice for Documentary Credits as most recently published by the International
Chamber of Commerce ("UCP") shall in all respects be deemed a part of this
Article III as if incorporated herein and shall apply to the Letters of Credit.

            SECTION 3.09 Additional Issuing Banks.

            (a)   The Borrower may at any time, upon at least five Business
Days' prior written notice to the Administrative Agent and the Lenders,
designate as an Issuing Bank any Lender that has agreed in writing to act as an
Issuing Bank and the Issuing Commitment of such Lender. Thereupon any Lender so
designated as an Issuing Bank shall thenceforth issue Letters of Credit on the
terms and subject to the conditions herein, and the Administrative Agent shall
record all relevant information with respect to such Lender as such Issuing Bank
and its Issuing Commitment in the Register.

            (b)   The Borrower may at any time, upon at least 5 Business Days'
prior written notice to the respective Issuing Bank and the Administrative
Agent, increase the Issuing Commitment of an Issuing Bank and at the same time
reduce by an equivalent amount the Issuing Commitment of one or more of the
other Issuing Banks; provided, that such notice is consented to by each Issuing
Bank affected by such increase and decrease and provided, further, that the
Administrative Agent shall record each such increase and decrease of the Issuing
Commitment of the respective Issuing Bank in the Register.

            SECTION 3.10 Dollar Payment Obligation. Notwithstanding any other
term or provision hereof to the contrary, if the Borrower fails to reimburse the
respective Issuing Bank for any payment made by such Issuing Bank under a Letter
of Credit denominated in a Committed Currency by the close of business on the
Business Day when due at the office designated therefor by such Issuing Bank
specified for such reimbursement payment, then the payment made by such Issuing
Bank in such Committed Currency shall be converted into Dollars (the "DOLLAR
PAYMENT AMOUNT") by such Issuing Bank as provided for herein, and the Borrower
agrees that it shall be unconditionally obligated to, and shall immediately,
reimburse such Issuing Bank the Dollar Payment Amount at the office designated
therefor by such Issuing Bank.

            SECTION 3.11 Survival of Provisions; Cash Collateral. The provisions
in this Article shall survive the Termination Date in respect of all Letters of
Credit outstanding thereafter. On the Termination Date, the Borrower shall
deposit into the LC Collateral Account held by the Administrative Agent cash (in
Dollars) in an amount equal to the undrawn amount of all Letters of Credit as
security for the reimbursement of drawings thereunder which shall be used to
reimburse the respective Issuing Bank promptly upon a drawing under its
respective Letter of Credit, with the respective portion thereof to be returned
to the Borrower when the respective Letter of Credit expires or is returned to
the respective Issuing Bank, and in connection therewith the Borrower shall
execute all documents as reasonably requested by the Administrative Agent.

                                       34
<PAGE>

                                   ARTICLE IV
                     CONDITIONS OF EFFECTIVENESS AND LENDING

            SECTION 4.01 Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the "EFFECTIVE DATE") on which all of the following conditions precedent
have been satisfied or waived in accordance with Section 9.01:

            (a)   the Administrative Agent shall have received on or before the
Effective Date the following, each dated as of the Effective Date, in form and
substance satisfactory to the Administrative Agent: (i) certified copies of the
resolutions of the Board of Directors of the Borrower or the Executive Committee
of such Board authorizing the execution and delivery of this Agreement, and
approving all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement; (ii) a
certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the name and true signature of the officer of the Borrower executing
this Agreement on its behalf; and (iii) an opinion of David K. Thompson, Esq.,
Senior Vice President, Deputy General Counsel-Corporate and Corporate Secretary
of the Borrower, in substantially the form of Exhibit C hereto;

            (b)   all consents and approvals of any governmental or regulatory
authority and any other third party necessary in connection with this Agreement
or the consummation of the transactions contemplated hereby shall have been
obtained and shall remain in effect;

            (c)   there shall have occurred no material adverse change in the
business, financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole, since September 30, 2003, except as disclosed in
reports filed by the Borrower and its Subsidiaries, if any, during the period
from September 30, 2003 to the date of this Agreement pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended, copies of which have been
furnished to the Initial Lenders prior to the date of this Agreement;

            (d)   the Borrower shall have notified each Lender and the
Administrative Agent in writing as to the proposed Effective Date at least three
Business Days prior to the occurrence thereof;

            (e)   all of the representations and warranties contained in Section
5.01 shall be correct in all material respects on and as of the Effective Date,
before and after giving effect to such date, as though made on and as of the
Effective Date (except to the extent that such representations and warranties
relate to an earlier date, in which case such representations and warranties
shall have been correct in all material respects on and as of such earlier
date);

            (f)   no event shall have occurred and be continuing, or shall
result from the occurrence of the Effective Date, that constitutes an Event of
Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both; and

            (g)   the Administrative Agent shall have received a letter from an
authorized officer of the administrative agent under each of the Replaced Loan
Agreements to the effect that upon the deemed issuance of Letters of Credit on
the Effective Date as set in Section 3.01(a), (i) all obligations under such
Replaced Loan Agreements will be paid and satisfied in full (other than any
obligations which, pursuant to the terms of each respective Replaced Loan
Agreement, shall survive the termination of such Agreement), and (ii) there will
be no commitments outstanding under such Replaced Loan Agreements

            SECTION 4.02 Conditions Precedent to Each Borrowing/Issuance. The
obligation of each Lender to make an Advance on the occasion of each Borrowing
(including the initial Borrowing) and the obligation of each Issuing Bank to
Issue each Letter of Credit (including the initial Letters of Credit) shall be

                                       35
<PAGE>

subject to the further conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing or Issuance the following statements
shall be true (and each of the giving of the applicable Notice of Borrowing and
the acceptance by the Borrower of the proceeds of such Borrowing and the request
for Issuance by the Borrower shall constitute a representation and warranty by
the Borrower that on the date of such Borrowing or Issuance such statements are
true):

            (a)   the representations and warranties contained in Section 5.01
are true and correct in all material respects on and as of the date of such
Borrowing or Issuance, before and after giving effect to such Borrowing or
Issuance and to the application of the proceeds therefrom, as though made on and
as of such date (except to the extent that such representations and warranties
relate to an earlier date, in which case such representations and warranties
shall have been correct in all material respects on and as of such earlier
date); and

            (b)   no event has occurred and is continuing, or would result from
such Borrowing or Issuance or from the application of the proceeds therefrom,
which constitutes an Event of Default or would constitute an Event of Default
but for the requirement that notice be given or time elapse or both.

            SECTION 4.03 Determinations Under Section 4.01. For purposes of
determining compliance with the conditions specified in Section 4.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior to the date
that the Borrower, by notice to the Lenders, designates as the proposed
Effective Date, specifying its objection thereto. The Administrative Agent shall
promptly notify the Lenders of the occurrence of the Effective Date.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

            SECTION 5.01 Representations and Warranties of the Borrower. The
Borrower represents and warrants as of the Effective Date and from time to time
thereafter as required under this Agreement as follows:

            (a)   The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Borrower,
Disney and ABC are duly qualified and in good standing as foreign corporations
authorized to do business in each jurisdiction (other than the respective
jurisdictions of their incorporation) in which the nature of their respective
activities or the character of the properties they own or lease make such
qualification necessary and in which the failure so to qualify would have a
material adverse effect on the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole.

            (b)   The execution, delivery and performance by the Borrower of
this Agreement and each of the Notes, if any, delivered hereunder are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) the Borrower's charter or by-laws or
(ii) any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any material contractual restriction binding on or
affecting the Borrower, Disney or ABC; no authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Borrower of this Agreement or the Notes, if any; and this Agreement is and
each of the Notes, when delivered hereunder, will be the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with their respective terms, subject to

                                       36
<PAGE>

applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally and general principles of equity.

            (c)   The Borrower's most recent annual report on Form 10-K
containing the consolidated balance sheet of the Borrower and its Subsidiaries,
and the related consolidated statements of income and of cash flows of the
Borrower and its Subsidiaries, copies of which have been furnished to each
Lender pursuant to Section 6.01(e)(ii) or as otherwise furnished to the Lenders,
fairly present the consolidated financial condition of the Borrower and its
Subsidiaries as at the date of such balance sheet and the consolidated results
of operations of the Borrower and its Subsidiaries for the fiscal year ended on
such date, all in accordance with generally accepted accounting principles
consistently applied.

            (d)   There is no pending or, to the Borrower's knowledge,
threatened claim, action or proceeding affecting the Borrower or any of its
Subsidiaries which could reasonably be expected to have a material adverse
effect on the financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole, or which could reasonably be expected to affect
the legality, validity or enforceability of this Agreement; and to the
Borrower's knowledge, the Borrower and each of its Subsidiaries have complied,
and are in compliance, with all applicable laws, rules, regulations, permits,
orders, consent decrees and judgments, except for any such matters which have
not had, and would not reasonably be expected to have, a material adverse effect
on the financial condition or operations of the Borrower and its Subsidiaries,
taken as a whole.

            (e)   The Borrower and the ERISA Affiliates have not incurred and
are not reasonably expected to incur any material liability in connection with
their Single Employer Plans or Multiple Employer Plans, other than ordinary
liabilities for benefits; neither the Borrower nor any ERISA Affiliate has
incurred or is reasonably expected to incur any material withdrawal liability
(as defined in Part I of Subtitle E of Title IV of ERISA) to any Multiemployer
Plan; and no Multiemployer Plan of the Borrower or any ERISA Affiliate is
reasonably expected to be in reorganization or to be terminated, within the
meaning of Title IV of ERISA.

            SECTION 5.02 Additional Representations and Warranties of the
Borrower as of Each Increase Date and Each Extension Date. The Borrower
represents and warrants on each Increase Date and each Extension Date (and at no
other time) that, as of each such date, the following statements shall be true:

            (a)   there has been no material adverse change in the business,
financial condition or operations of the Borrower and its Subsidiaries, taken as
a whole, since the date of the audited financial statements of the Borrower and
its Subsidiaries most recently delivered to the Lenders pursuant to Section
6.01(e)(ii) prior to the applicable Increase Date or Extension Date, as the case
may be (except as disclosed in periodic or other reports filed by the Borrower
and its Subsidiaries pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, during the period from the date of the most recently delivered
audited financial statements of the Borrower and its Subsidiaries pursuant to
Section 6.01(e)(ii) to the date of the request for an increase in the aggregate
Commitments related to such Increase Date or for an extension of the Termination
Date then in effect related to such Extension Date, as the case may be); and

            (b)   the representations and warranties contained in Section 5.01
are correct in all material respects on and as of such date, as though made on
and as of such date (except to the extent that such representations and
warranties relate to an earlier date, in which case such representations and
warranties shall have been correct in all material respects on and as of such
earlier date).

                                       37
<PAGE>

                                   ARTICLE VI
                            COVENANTS OF THE BORROWER

            SECTION 6.01 Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will, unless the Majority Lenders shall otherwise consent in writing:

            (a)   Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable laws,
rules, regulations, permits, orders, consent decrees and judgments binding on
the Borrower and its Subsidiaries, including ERISA and the Patriot Act, the
failure with which to comply would have a material adverse effect on the
financial condition or operations of the Borrower and its Subsidiaries, taken as
a whole.

            (b)   Payment of Taxes, Etc. Pay and discharge, and cause each of
its Subsidiaries to pay and discharge, before the same shall become delinquent,
if the failure to so pay and discharge would have a material adverse effect on
the financial condition or operations of the Borrower and its Subsidiaries,
taken as a whole, (i) all taxes, assessments and governmental charges or levies
imposed upon it or upon its property, and (ii) all lawful claims which, if
unpaid, will by law become a Lien upon its property; provided, however, that
neither the Borrower nor any of its Subsidiaries shall be required to pay or
discharge any such tax, assessment, charge, levy or claim which is being
contested in good faith and by proper proceedings and as to which appropriate
reserves are being maintained in accordance with GAAP.

            (c)   Preservation of Corporate Existence, Etc. Subject to Section
6.02(a), preserve and maintain, and cause each of Disney and ABC to preserve and
maintain, its corporate existence, rights (charter and statutory) and
franchises; provided, however, that none of the Borrower, Disney or ABC shall be
required to preserve any right or franchise if the loss thereof would not have a
material adverse effect on the business, financial condition or operations of
the Borrower and its Subsidiaries, taken as a whole; and provided further,
however, that neither Disney nor ABC shall be required to preserve its corporate
existence if the loss thereof would not have a material adverse effect on the
business, financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole.

            (d)   Maintenance of Interest Coverage Ratio. Maintain as of the
last day of each fiscal quarter of the Borrower, commencing with the first
fiscal quarter of the Borrower following the Effective Date, a ratio of (i)
Consolidated EBITDA for the Measurement Period ending on such day to (ii)
Consolidated Interest Expense for the Measurement Period ending on such day, of
not less than 3 to 1.

            (e)   Reporting Requirements. Furnish to the Administrative Agent,
on behalf of the Lenders and the Issuing Banks:

                  (i)    as soon as available and in any event within 50 days
after the end of each of the first three quarters of each fiscal year of the
Borrower, a copy of the Borrower's quarterly report to shareholders on Form 10-Q
as filed with the Securities and Exchange Commission (the "SEC"), in each case
containing a consolidated balance sheet of the Borrower and its Subsidiaries as
of the end of such quarter and consolidated statements of income and of cash
flows of the Borrower and its Subsidiaries for the period commencing at the end
of the previous fiscal year and ending with the end of such quarter, and a
certificate of any of the Borrower's Chairman of the Board of Directors,
President, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller
(A) stating that no Event of Default, or event that with the giving of notice or
passage of time or both would constitute an Event of Default, has occurred and
is continuing and (B) containing a schedule which shall set forth the
computations used by the Borrower in determining compliance with the covenant
contained in Section 6.01(d);

                                       38
<PAGE>

                  (ii)   as soon as available and in any event within 100 days
after the end of each fiscal year of the Borrower, a copy of the Borrower's
annual report to shareholders on Form 10-K as filed with the SEC, in each case
containing consolidated financial statements of the Borrower and its
Subsidiaries for such year and a certificate of any of the Borrower's Chairman
of the Board of Directors, President, Chief Financial Officer, Treasurer,
Assistant Treasurer or Controller (A) stating that no Event of Default, or event
that with the giving of notice or passage of time or both would constitute an
Event of Default, has occurred and is continuing and (B) containing a schedule
which shall set forth the computations used by the Borrower in determining
compliance with the covenant contained in Section 6.01(d);

                  (iii)  promptly after the Borrower obtains actual knowledge of
the occurrence of each Event of Default, and each event that with the giving of
notice or passage of time or both would constitute an Event of Default, a
statement of any of the Borrower's Chairman of the Board of Directors,
President, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller
setting forth details of such Event of Default or event continuing on the date
of such statement, and the action which the Borrower has taken and proposes to
take with respect thereto;

                  (iv)   promptly after the commencement thereof, notice of any
actions, suits and proceedings before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
affecting the Borrower or any of its Subsidiaries of the type described in
Section 5.01(d);

                  (v)    promptly after the Borrower obtains actual knowledge
thereof, written notice of any pending or threatened Environmental Claim against
the Borrower or any of its Subsidiaries or any of their respective properties
which could reasonably be expected to materially and adversely affect the
financial condition or operations of the Borrower and its Subsidiaries, taken as
a whole;

                  (vi)   promptly after the Borrower obtains actual knowledge of
the occurrence of any ERISA Event which could reasonably be expected to
materially and adversely affect the financial condition or operations of the
Borrower and its Subsidiaries, taken as a whole, a statement of any of the
Borrower's Chairman of the Board of Directors, President, Chief Financial
Officer, Treasurer, Assistant Treasurer or Controller describing such ERISA
Event and the action, if any, which the Borrower has taken and proposes to take
with respect thereto;

                  (vii)  promptly after receipt thereof by the Borrower or any
ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice
received by the Borrower or any ERISA Affiliate concerning (A) the imposition of
withdrawal liability (as defined in Part I of Subtitle E of Title IV of ERISA)
by a Multiemployer Plan, which withdrawal liability could reasonably be expected
to materially and adversely affect the financial condition or operations of the
Borrower and its Subsidiaries, taken as a whole, (B) the reorganization or
termination, within the meaning of Title IV of ERISA, of any Multiemployer Plan,
which reorganization or termination could reasonably be expected to materially
adversely affect the financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole, or (C) the amount of liability incurred, or
which may be incurred, by the Borrower or any ERISA Affiliate in connection with
any event described in subclause (vii)(A) or (vii)(B) above; and

                  (viii) such other material information reasonably related to
any Lender's credit analysis of the Borrower or any of its Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.

            SECTION 6.02 Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Borrower will not,
without the written consent of the Majority Lenders:

                                       39
<PAGE>

            (a)   Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of the assets of the Borrower
and its Subsidiaries, taken as a whole (whether now owned or hereafter
acquired), to, any Person, or permit any of its Subsidiaries to do so, unless
(i) immediately after giving effect to such proposed transaction, no Event of
Default or event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default would exist and (ii) in the case of any
such merger to which the Borrower is a party, the Borrower is the surviving
corporation.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

            SECTION 7.01 Events of Default. If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

            (a)   The Borrower shall fail to pay any principal of any Advance or
any reimbursement obligation under any Letter of Credit when the same becomes
due and payable; or the Borrower shall fail to pay any interest on any Advance,
or on any reimbursement obligation under any Letter of Credit or any fee or
other amount payable under this Agreement, in each case within three Business
Days after such interest, fee or other amount becomes due and payable; or

            (b)   Any representation or warranty made by the Borrower herein or
by the Borrower (or any of its officers) delivered in writing and identified as
delivered in connection with this Agreement shall prove to have been incorrect
in any material respect when made; or

            (c)   The Borrower shall fail to perform or observe any covenant
contained in Section 6.01(d), Section 6.01(e)(iii) or Section 6.02; or

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

            (e)   The Borrower or any of its Subsidiaries shall fail to pay any
principal of or premium or interest on any Debt of the Borrower or such
Subsidiary which is outstanding in a principal amount of at least $250,000,000
in the aggregate (but excluding Debt arising hereunder), when the same becomes
due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure (i) shall continue after
the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt and (ii) shall not have been cured or waived; or any other
event shall occur or condition shall exist under any agreement or instrument
relating to any such Debt and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event
or condition is to accelerate, or to permit the acceleration of, the maturity of
such Debt; or any such Debt shall be declared to be due and payable, or required
to be prepaid (other than by a regularly scheduled required prepayment),
redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or
defease such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or

            (f)   The Borrower or any Material Subsidiary shall generally not
pay its Debts as such Debts become due, or shall admit in writing its inability
to pay its Debts generally, or shall make a general assignment for the benefit
of creditors; or any proceeding shall be instituted by or against the Borrower
or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for

                                       40
<PAGE>

relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for substantially all of its property and, in the case of any
such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days or any
of the actions sought in such proceeding (including, without limitation, the
entry of an order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part of its
property) shall occur; or the Borrower or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this
subsection (f); or

            (g)   Any money judgment, writ or warrant of attachment or similar
process against the Borrower, any Material Subsidiary or any of their respective
assets involving in any case an amount in excess of $100,000,000 is entered and
shall remain undischarged, unvacated, unbonded or unstayed for a period of 30
days or, in any case, within five days of any pending sale or disposition of any
asset pursuant to any such process;

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Borrower, (A)
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, (B) declare the Advances, all
interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower;
(C) declare the obligation of the Issuing Banks to issue further Letters of
Credit to be terminated, whereupon the same shall forthwith terminate, and/or
(D) demand from time to time that the Borrower pay to the Administrative Agent
for the benefit of the Issuing Banks, an amount in immediately available funds
(in Dollars) equal to the then outstanding Letter of Credit Liability which
shall be held by the Administrative Agent as cash collateral in the LC
Collateral Account under the exclusive control and dominion of the
Administrative Agent and applied to the reduction of such Letter of Credit
Liability as drawings are made on outstanding Letters of Credit; provided,
however, that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code, (A) the
obligation of each Lender to make Advances shall automatically be terminated,
(B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Borrower, (C) all
obligations of the Issuing Banks to issue further Letters of Credit shall be
terminated, and/or (D) the Borrower shall pay to the Administrative Agent for
the benefit of the Issuing Banks, an amount in immediately available funds (in
Dollars) equal to the then outstanding Letter of Credit Liability which shall be
held by the Administrative Agent as cash collateral in the LC Collateral Account
under the exclusive control and dominion of the Administrative Agent and applied
to the reduction of such Letter of Credit Liability as drawings are made on
outstanding Letters of Credit. Promptly upon the expiration or cancellation of
any Letter of Credit with respect to which cash collateral is on deposit in the
LC Collateral Account, the Administrative Agent shall (i) return all cash
collateral related to such Letter of Credit to the Borrower by depositing such
amounts in the account identified by the Borrower at such time and (ii)
thereafter, upon the expiration or cancellation of the final Letter of Credit
with respect to which cash collateral is on deposit in the LC Collateral
Account, close the LC Collateral Account.

                                  ARTICLE VIII
                            THE ADMINISTRATIVE AGENT

            SECTION 8.01 Authorization and Action. (a) Each Lender and each
Issuing Bank hereby appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement (including, without
limitation, enforcement of this Agreement or collection of the Advances), the
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required

                                       41
<PAGE>

to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or which
is contrary to this Agreement or applicable law. The Administrative Agent agrees
to give to each Lender prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

            Each Issuing Bank shall act on behalf of the Lenders with respect to
any Letters of Credit Issued by it and the documents associated therewith and
such Issuing Bank shall have all of the benefits and immunities (i) provided to
the Administrative Agent in this Article VIII with respect to any acts taken or
omissions suffered by such Issuing Bank in connection with Letters of Credit
Issued by it or proposed to be Issued by it as fully as if the term
"Administrative Agent," as used in this Article VIII, included such Issuing Bank
with respect to such acts or omissions, and (ii) as additionally provided in
this Agreement with respect to such Issuing Bank.

            (b)   The Syndication Agent, the Co-Documentation Agents and the
Arrangers shall have no duties under this Agreement other than those afforded to
them in their capacities as Lenders, and each Lender and each Issuing Bank
hereby acknowledges that the Syndication Agent, the Co-Documentation Agents and
the Arrangers have no liability under this Agreement other than those assumed by
them in their capacities as Lenders.

            SECTION 8.02 Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable to any Lender for any action taken or omitted to be taken by it
or them under or in connection with this Agreement, except for its or their own
gross negligence or willful misconduct. Without limitation of the generality of
the foregoing, the Administrative Agent: (i) may treat the Lender which made any
Advance (or purchased or funded a participation with respect to a Letter of
Credit) as the holder of the Debt resulting therefrom until the Administrative
Agent receives and accepts an Assumption Agreement entered into by an Assuming
Lender as provided in Section 2.19 or 2.20, as the case may be, or an Assignment
and Acceptance entered into by such Lender, as assignor, and an Eligible
Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal
counsel (including counsel for the Borrower), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (iii) makes no warranty or representation to
any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection
with this Agreement; (iv) shall not have any duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions of
this Agreement on the part of the Borrower or to inspect the property (including
the books and records) of the Borrower; (v) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any instrument or document furnished
pursuant hereto; and (vi) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other instrument or
writing (which may be by telecopier) believed by it to be genuine and signed or
sent by the proper party or parties.

            SECTION 8.03 CUSA and Affiliates. With respect to its Commitment and
the Advances made by it and any Note or Notes issued to it, CUSA shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though it were not the Administrative Agent; and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated, include CUSA in its
individual capacity. CUSA and its respective Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, accept investment
banking engagements from, and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own

                                       42
<PAGE>

securities of the Borrower or any such Subsidiary, all as if CUSA was not the
Administrative Agent and without any duty to account therefor to the Lenders.

            SECTION 8.04 Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent, any
Issuing Bank or any other Lender and based on the financial statements referred
to in Section 5.01(c) and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, any Issuing Bank or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement.

            SECTION 8.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of Advances then owing to each of
them (or, if no Advances are at the time outstanding or if any Advances are then
owing to Persons which are not Lenders, ratably according to the respective
amounts of their Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Administrative Agent under this Agreement; provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal or
bankruptcy proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Administrative
Agent is not reimbursed for such expenses by the Borrower.

            (b)   Issuing Bank. The Lenders agree to indemnify each Issuing Bank
(to the extent not reimbursed by the Borrower), ratably according to their
respective LC Commitment Percentages, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against such Issuing Bank in any way relating to or
arising out of this Agreement and the Letters of Credit issued by it or any
action taken or omitted by such Issuing Bank under this Agreement or the Letters
of Credit Issued by it; provided, that, no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Issuing
Bank's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse such Issuing Bank promptly upon
demand for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by such Issuing Bank in connection with the preparation,
execution, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement or the Letters of
Credit Issued by it, to the extent that the Issuing Bank is not reimbursed for
such expenses by the Borrower. In the case of any investigation, litigation or
proceeding giving rise to any such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs expenses or disbursements, this
Section 8.05(b) applies whether any such investigation, litigation or proceeding
is brought by the Administrative Agent, any Issuing Bank any Lender or a third
party.

            SECTION 8.06 Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders and
the Borrower and such resignation shall be effective upon the appointment of a
successor Administrative Agent as provided herein. Upon any such resignation,
the Majority Lenders shall have the right to appoint a successor Administrative
Agent. If no

                                       43
<PAGE>

successor Administrative Agent shall have been so appointed by the Majority
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent. Any successor Administrative Agent appointed hereunder
shall be a commercial bank organized or licensed under the laws of the United
States or of any State thereof, or an Affiliate of any such commercial bank,
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article VIII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

            SECTION 8.07 Sub-Agent. The Borrower and the Lenders hereby
acknowledge that the Administrative Agent may, in its sole discretion, delegate
any of its obligations hereunder to the Sub-Agent, provided that it has obtained
prior consent to such delegation from the Sub-Agent. The Borrower and the
Lenders further agree that the Sub-Agent shall be entitled to exercise each of
the rights and to enjoy each of the benefits of the Administrative Agent under
this Agreement as related to the performance of its obligations hereunder.

                                   ARTICLE IX
                                  MISCELLANEOUS

            SECTION 9.01 Amendments, Etc. (a) No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders (other than the Borrower or any of its
Affiliates, if a Lender, at the time of any such amendment, waiver or consent),
do any of the following: (a) waive any of the conditions specified in Section
4.01 or 4.02, (b) increase the Commitments of the Lenders (other than as
provided in Section 2.19) or subject the Lenders to any additional obligations,
(c) reduce the principal of, or interest on, the Advances or any reimbursement
obligation in respect of any Letters of Credit or the fees payable hereunder,
(d) postpone any date fixed for any payment of principal of, or interest on, the
Advances (other than as provided in Section 2.20), any reimbursement obligation
in respect of any Letters of Credit or any fee, (e) change the percentage of the
Commitments, LC Commitments or of the aggregate unpaid principal amount of
Advances or Letter of Credit Liability, or the number of Lenders, which shall be
required for the Lenders or any of them to take any action hereunder or (f)
amend this Section 9.01; and provided further that no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent or each
Issuing Bank, as the case may be, in addition to the Lenders required above to
take such action, affect the rights or duties of the Administrative Agent or
such Issuing Bank, respectively, under this Agreement or any Note.

            (b)   Limitation of Scope. All waivers and consents granted under
this Section 9.01 shall be effective only in the specific instance and for the
specific purpose for which given.

            SECTION 9.02 Notices, Etc. (a) All notices and other communications
provided for hereunder shall, except as otherwise expressly provided for herein,
be in writing (including telecopier communication) and mailed, telecopied or
delivered, if to the Borrower, at its address at:

                  The Walt Disney Company
                  500 South Buena Vista Street

                                       44
<PAGE>

                  Burbank, California  91521
                  Attention:  Jonathan S. Headley and Carlos A. Gomez
                  Telecopier Number:  (818) 563-1682;

with a copy to:

                  The Walt Disney Company
                  500 South Buena Vista Street
                  Burbank, California  91521
                  Attention:  Corporate Legal Department
                  Telecopier Number:  (818) 563-4160;

if to any Issuing Bank, at its  respective address at:

                  BNP Paribas SA
                  919 Third Avenue
                  New York, NY  10022
                  Attention:  James Broadus
                  Telecopier Number: ( 212) 471-6630

                  or

                  Standard Chartered Bank
                  One Evertrust Plaza
                  5th Floor
                  Jersey City, NJ
                  Attention:  Victoria Faltine
                  Telecopier Number: (212) 667-0287;

if to any Initial Lender, at its Domestic Lending Office specified opposite its
name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assumption Agreement or the Assignment and Acceptance
pursuant to which it became a Lender, as the case may be; and if to the
Administrative Agent, at its address at:

                  Citicorp USA, Inc.
                  Two Penns Way, Second Floor
                  New Castle, Delaware 19720
                  Attention:  Cristian Garcia
                  Phone Number:  (302) 894-6054
                  Telecopy Number:  (302) 894-6120;

with a copy to:

                  Citicorp USA, Inc.
                  787 West Fifth Street, 29th Floor
                  Los Angeles, California  90071
                  Attention:  Greg Davis
                  Phone Number:  (213) 239-1896
                  Telecopier Number:  (213) 239-1899;

                                       45
<PAGE>

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications
shall, when mailed or telecopied, be effective when deposited in the mails or
telecopied, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II or VIII and to an Issuing Bank
pursuant to Article III or VIII shall not be effective until received by the
Administrative Agent or such Issuing Bank, as the case may be. Delivery by
telecopier of an executed counterpart of any amendment or waiver of any
provision of this Agreement or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of an original executed
counterpart thereof.

            (b)   If any notice required under this Agreement is permitted to be
made, and is made, by telephone, actions taken or omitted to be taken in
reliance thereon by the Administrative Agent, any Issuing Bank or any Lender
shall be binding upon the Borrower notwithstanding any inconsistency between the
notice provided by telephone and any subsequent writing in confirmation thereof
provided to the Administrative Agent, such Issuing Bank or such Lender; provided
that any such action taken or omitted to be taken by the Administrative Agent,
such Issuing Bank or such Lender shall have been in good faith and in accordance
with the terms of this Agreement.

            SECTION 9.03 No Waiver; Remedies. No failure on the part of any
Lender, any Issuing Bank or the Administrative Agent to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

            SECTION 9.04 Costs and Expenses. (a) The Borrower agrees to pay,
within five Business Days of demand, all actual and reasonable costs and
expenses, if any (including, without limitation, actual and reasonable counsel
fees and expenses), of the Administrative Agent, each Issuing Bank and each
Lender in connection with the enforcement (whether through legal proceedings or
otherwise) of this Agreement, the Letters of Credit and the other instruments
and documents to be delivered hereunder, including, without limitation,
reasonable counsel fees and expenses in connection with the enforcement of
rights under this Section 9.04(a).

            (b)   If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance is made other than on the last day of the Interest
Period for such Advance, as a result of a payment or Conversion pursuant to
Section 2.08(f) or 2.10 or acceleration of the maturity of the Advances pursuant
to Section 7.01 or for any other reason (other than by reason of a payment
pursuant to Section 2.12), the Borrower shall, within five Business Days of
demand by any Lender (with a copy of such demand to the Administrative Agent),
pay to such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses which it may reasonably incur as a result
of such payment or Conversion, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or redeployment of deposits or
other funds acquired by such Lender to fund or maintain such Advance.

            SECTION 9.05 Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 7.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 7.01, or to demand payment of (or cash collateralization
of) all then outstanding Letter of Credit Liability, each Lender (and, in the
case of CUSA, Citibank) is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, but
excluding trust accounts) at any time held and other indebtedness at any time
owing by such Lender (and, in the case of CUSA, Citibank) to or for the credit
or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement (including, to the
fullest extent permitted by law, obligations indirectly owed to such Lender by

                                       46
<PAGE>

virtue of its purchase of a participation or sub-participation of the Letter of
Credit Liability pursuant to Section 3.05), whether or not such Lender shall
have made any demand under this Agreement. Each Lender agrees promptly to notify
the Borrower after any such setoff and application made by such Lender (and, in
the case of CUSA, Citibank); provided, that, the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender (and, in the case of CUSA, Citibank) under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which such Lender may have.

            SECTION 9.06 Binding Effect. This Agreement shall become effective
(other than Section 2.01, which shall only become effective upon satisfaction of
the conditions precedent set forth in Section 4.01) when it shall have been
executed by the Borrower, the Administrative Agent and each Co-Documentation
Agent and when the Administrative Agent shall have been notified by each Initial
Lender that such Initial Lender has executed it and, thereafter, shall be
binding upon and inure to the benefit of the Borrower, each Issuing Bank, the
Administrative Agent, each Co-Documentation Agent and each Lender and their
respective successors and permitted assigns, except that the Borrower shall not
have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.

            SECTION 9.07 Assignments and Participations. (a) Each Lender may
and, if requested by the Borrower upon notice by the Borrower delivered to such
Lender and the Administrative Agent pursuant to clause (ii) of Section 2.16,
will, assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Advances owing to it and any Note or Notes
held by it, its LC Commitment and participations in Letter of Credit Liability);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying, percentage of all rights and obligations under this Agreement, (ii)
the amount (without duplication) of the Commitment, pro-rata share of
outstanding Advances and pro-rata share of participations in Letter of Credit
Liability of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance) shall
not be less than $12,500,000 (unless such lesser amount is previously agreed
among such assigning Lender, the Administrative Agent and the Borrower) or an
integral multiple of $500,000 in excess thereof, (iii) the sum of (A) the amount
(without duplication) of the Commitment, pro-rata share of outstanding Advances
and pro-rata share of participations in Letter of Credit Liability of the
assigning Lender being assigned pursuant to each such assignment and (B) the
amount of the commitment and pro-rata share of outstanding advances of the
assigning Lender being contemporaneously assigned under the 364-Day Credit
Agreement by the Person that is such assigning Lender (in both cases determined
as of the date of the Assignment and Acceptance or similar agreement with
respect to such assignments) shall not be less than $25,000,000 in the aggregate
(unless such lesser amount is previously agreed among such assigning Lender, the
Administrative Agent and the Borrower) or an integral multiple of $1,000,000 in
excess thereof, provided, however, that if the aggregate amount of the
Commitment of such assigning Lender hereunder and its commitment under the
364-Day Credit Agreement is less than $25,000,000 on the date of such proposed
assignments, such assigning Lender may assign all, but not less than all, of its
remaining rights and obligations under this Agreement and the 364-Day Credit
Agreement (unless an assignment of a portion of such assigning Lender's
obligations hereunder and thereunder is otherwise previously agreed among such
assigning Lender, the Administrative Agent and the Borrower), (iv) each such
assignment shall be to an Eligible Assignee, and (v) the parties to each such
assignment (other than the Borrower) shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500. Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in each Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than any rights such Lender assignor may have under
Sections 2.11, 2.14 and 9.08)

                                       47
<PAGE>

and be released from its obligations under this Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).

            (b)   By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any instrument or document furnished pursuant hereto;
(ii) such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Subsidiaries or the performance or observance by the Borrower of any of its
obligations under this Agreement or any instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 5.01(c) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, any Issuing Bank, such assigning Lender
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative
Agent or the respective Issuing Bank to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.

            (c)   The Administrative Agent shall maintain at its address
referred to in Section 9.02 a copy of each Assignment and Acceptance and each
Assumption Agreement delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the Commitment and the
LC Commitment of, and principal amount of the Advances owing to, each Lender
from time to time (the "REGISTER"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

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

            (e)   Each Lender may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment, LC Commitment and the Advances owing to it and any Note issued to it
hereunder); provided, however, that (i) such Lender's obligations under this
Agreement (including, without limitation, its Commitment and LC Commitment
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, and (iv) such Lender shall
not

                                       48
<PAGE>

agree in any participation agreement with any participant or proposed
participant to obtain the consent of such participant before agreeing to the
amendment, modification or waiver of any of the terms of this Agreement or any
Note, before consenting to any action or failure to act by the Borrower or any
other party hereunder or under any Note, or before exercising any rights it may
have in respect thereof, unless such amendment, modification, waiver, consent or
exercise would (A) increase the amount of such participant's portion of such
Lender's Commitment, (B) reduce the principal amount of or rate of interest on
the Advances, any amount due hereunder with respect to the Letters of Credit or
any fee or other amounts payable hereunder to which such participant would be
entitled to receive a share under such participation agreement, or (C) postpone
any date fixed for any payment of principal of or interest on the Advances, for
amounts due with respect to Letters of Credit or any fee or other amounts
payable hereunder to which such participant would be entitled to receive a share
under such participation agreement.

            (f)   Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower in writing and directly related to the transactions
contemplated hereunder; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to the
Borrower received by it from such Lender in accordance with the terms of Section
9.09.

            (g)   No participation or assignment hereunder shall be made in
violation of the Securities Act of 1933, as amended from time to time, or any
applicable state securities laws, and each Lender hereby represents that it will
make any Advance for its own account in the ordinary course of its business and
not with a view to the public distribution or sale thereof.

            (h)   Anything in this Agreement to the contrary notwithstanding,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advances
owing to it and any Note issued to it hereunder) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System (or any successor regulation thereto) and the applicable
operating circular of such Federal Reserve Bank.

            SECTION 9.08 Indemnification. The Borrower agrees to indemnify and
hold harmless the Administrative Agent, each Issuing Bank, each Co-Documentation
Agent and each Lender and each of their Affiliates and their respective
officers, directors, employees, agents and advisors (each an "INDEMNIFIED
PARTY") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted against any Indemnified Party, in
each case arising out of or in connection with or by reason of, or in connection
with the preparation for a defense of, any investigation, litigation or
proceeding (whether or not an Indemnified Party is a party thereto) arising out
of, related to or in connection with the Commitments hereunder or the Advances
or Letter of Credit Issuances made pursuant hereto or any transactions done in
connection herewith, including, without limitation, any transaction in which any
proceeds of the Advances or any Letter of Credit Issuance are, or are proposed,
to be applied, or any action or proceeding relating to a court order, injunction
or other process or decree restraining or seeking to restrain any Issuing Bank
from paying any amount under any Letter of Credit (collectively, the
"INDEMNIFIED MATTERS"); provided that the Borrower shall have no obligation to
any Indemnified Party under this Section 9.08 with respect to (i) matters for
which such Indemnified Party has been reimbursed by or on behalf of the Borrower
pursuant to any other provision of this Agreement, but only to the extent of
such reimbursement, or (ii) Indemnified Matters found by a court of competent
jurisdiction to have resulted from the willful misconduct or gross negligence of
such Indemnified Party. If any action is brought against any Indemnified Party,
such Indemnified Party shall promptly notify the Borrower in writing of the
institution of such action and the Borrower shall thereupon have the right, at
its option, to elect to assume the defense of such action; provided, however,
that the Borrower shall not, in

                                       49
<PAGE>

assuming the defense of any Indemnified Party in any Indemnified Matter, agree
to any dismissal or settlement of such Indemnified Matter without the prior
written consent of such Indemnified Party, which consent shall not be
unreasonably withheld, if such dismissal or settlement (A) would require any
admission or acknowledgment of culpability or wrongdoing by such Indemnified
Party or (B) would provide for any nonmonetary relief to any Person to be
performed by such Indemnified Party. If the Borrower so elects, it shall
promptly assume the defense of such action, including the employment of counsel
(reasonably satisfactory to such Indemnified Party) and payment of expenses.
Such Indemnified Party shall have the right to employ its or their own counsel
in any such case, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (1) the employment of such counsel
shall have been authorized in writing by the Borrower in connection with the
defense of such action or (2) the Borrower shall not have properly employed
counsel reasonably satisfactory to such Indemnified Party to have charge of the
defense of such action, in which case such fees and expenses shall be paid by
the Borrower. If an Indemnified Party shall have reasonably concluded (based
upon the advice of counsel) that the representation by one counsel of such
Indemnified Party and the Borrower creates a conflict of interest for such
counsel, the reasonable fees and expenses of such counsel shall be borne by the
Borrower and the Borrower shall not have the right to direct the defense of such
action on behalf of such Indemnified Party (but shall retain the right to direct
the defense of such action on behalf of the Borrower). Anything in this Section
9.08 to the contrary notwithstanding, the Borrower shall not be liable for the
fees and expenses of more than one counsel for any Indemnified Party in any
jurisdiction as to any Indemnified Matter or for any settlement of any
Indemnified Matter effected without its written consent. All obligations of the
Borrower under this Section 9.08 shall survive the making and repayment of the
Advances and the termination of this Agreement.

            SECTION 9.09 Confidentiality. None of the Administrative Agent, the
Issuing Banks or Lenders may disclose to any Person any confidential,
proprietary or non-public information of the Borrower furnished to the
Administrative Agent, the Issuing Banks or the Lenders by the Borrower or any of
its Subsidiaries (such information being referred to collectively herein as the
"BORROWER INFORMATION"), except that each of the Administrative Agent, each of
the Issuing Banks and each of the Lenders may disclose Borrower Information (i)
to its and its Affiliates' employees, officers, directors, agents, auditors and
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Borrower Information and
instructed to keep such Borrower Information confidential on substantially the
same terms as provided herein), (ii) to the extent requested by any regulatory
authority, (iii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (iv) to any other party to this
Agreement, (v) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this Section 9.09 to any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, (vii) to the extent such Borrower
Information (A) is or becomes generally available to the public on a
non-confidential basis other than as a result of a breach of this Section 9.09
by the Administrative Agent, such Issuing Bank or such Lender, or (B) is or
becomes available to the Administrative Agent, such Issuing Bank or such Lender
on a non-confidential basis from a source other than the Borrower, provided such
source is not bound by a confidentiality agreement or other legal or fiduciary
obligations of secrecy with the Borrower with respect to the Borrower
Information, and (viii) with the consent of the Borrower.

            SECTION 9.10 Patriot Act. The Administrative Agent hereby notifies
the Borrower that, pursuant to the requirements of the Patriot Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes names and addresses and other information that will
allow it to identify the Borrower in accordance with the Patriot Act.

            SECTION 9.11 Judgment. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder in Dollars into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in

                                       50
<PAGE>


accordance with normal banking procedures the Administrative Agent could
purchase Dollars with such other currency at Citibank's principal office in
London at 11:00 A.M. (London time) on the Business Day preceding that on which
final judgment is given.

            (b)   If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder in a Committed Currency into Dollars,
the parties agree to the fullest extent that they may effectively do so, that
the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase such Committed
Currency with Dollars at Citibank's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.

            (c)   The obligation of the Borrower in respect of any sum due from
it in any currency (the "PRIMARY CURRENCY") to any Lender, any Issuing Bank or
the Administrative Agent hereunder shall, notwithstanding any judgment in any
other currency, be discharged only to the extent that on the Business Day
following receipt by such Lender, Issuing Bank or the Administrative Agent (as
the case may be), of any sum adjudged to be so due in such other currency, such
Lender, Issuing Bank or the Administrative Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender, Issuing Bank or
the Administrative Agent (as the case may be) in the applicable Primary
Currency, the Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify such Lender, any Issuing Bank or the Administrative
Agent (as the case may be) against such loss, and if the amount of the
applicable Primary Currency so purchased exceeds such sum due to any Lender,
Issuing Bank or the Administrative Agent (as the case may be) in the applicable
Primary Currency, such Lender, Issuing Bank or the Administrative Agent (as the
case may be) agrees to remit to the Borrower such excess.

            SECTION 9.12 Consent to Jurisdiction and Service of Process. All
judicial proceedings brought against the Borrower with respect to this Agreement
or any instrument or other documents delivered hereunder may be brought in any
state or federal court in the Borough of Manhattan in the State of New York, and
by execution and delivery of this Agreement, the Borrower accepts, for itself
and in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Agreement
or any instrument or other document delivered hereunder from which no appeal has
been taken or is available. The Borrower agrees to receive service of process in
any such proceeding in any such court at its office at 77 West 66th Street, 15th
Floor, New York, New York 10023, Attention: Kenneth E. Newman (or at such other
address in the Borough of Manhattan in the State of New York as the Borrower
shall notify the Administrative Agent from time to time) and, if the Borrower
ever ceases to maintain such office in the Borough of Manhattan, irrevocably
designates and appoints CT Corporation System, 1633 Broadway, New York, New York
10019, or any other address in the State of New York communicated by CT
Corporation System to the Administrative Agent, as its agent to receive on its
behalf service of all process in any such proceeding in any such court, such
service being hereby acknowledged by the Borrower to be effective and binding
service in every respect.

            SECTION 9.13 Substitution of Currency. If a change in any Committed
Currency occurs pursuant to any applicable law, rule or regulation of any
governmental, monetary or multi-national authority, this Agreement (including,
without limitation, the definition of Eurocurrency Rate) will be amended to the
extent determined by the Administrative Agent (acting reasonably, in
consultation with the Borrower and in accordance with the terms of Section 9.01
hereof) to be necessary to reflect the change in currency and to put the Lenders
and the Borrower in the same position, so far as possible, that they would have
been in if no change in such Committed Currency had occurred.

                                       51
<PAGE>

            SECTION 9.14 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

            SECTION 9.15 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement. A full set of executed counterparts of this
Agreement shall be lodged with the Administrative Agent and the Borrower.

            SECTION 9.16 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                                       52
<PAGE>

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

                                  THE BORROWER

                                           THE WALT DISNEY COMPANY

                                           By: /s/ Christine M. McCarthy
                                               ---------------------------------
                                           Title: Senior Vice President and
                                                  Treasurer

                                  THE ADMINISTRATIVE AGENT

                                           CITICORP USA, INC.,
                                           as Administrative Agent

                                           By: /s/ William S. Timmons, III
                                               ---------------------------------
                                           Title: Vice President

                                  THE JOINT LEAD ARRANGERS
                                  AND JOINT BOOK MANAGERS

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

                                           By: /s/ Thomas J. Kane
                                               ---------------------------------
                                           Title: Principal

                                           CITIGROUP GLOBAL MARKETS, INC.,
                                           as Joint Lead Arranger and Joint Book
                                           Manager

                                           By: /s/ J. Gregory Davis
                                               ---------------------------------
                                           Title: Attorney-In-Fact

                                       53
<PAGE>

                                  THE SYNDICATION AGENT

                                           BANK OF AMERICA, N.A.
                                           as Syndication Agent

                                           By: /s/ Thomas J. Kane
                                               ---------------------------------
                                           Title: Principal

                                  THE CO-DOCUMENTATION AGENTS

                                           BARCLAYS BANK PLC,
                                           as Co-Documentation Agent

                                           By: /s/ L. Peter Yetman
                                               ---------------------------------
                                           Title: Director

                                           BNP PARIBAS SA,
                                           as Co-Documentation Agent

                                           By: /s/ Nuala Marley
                                               ---------------------------------
                                           Title: Managing Director

                                           By: /s/ Todd Rodgers
                                               ---------------------------------
                                           Title: Vice President

                                           HSBC BANK USA,
                                           as Co-Documentation Agent

                                           By: /s/ David Wagstaff
                                               ---------------------------------
                                           Title: Senior Vice President

                                           JPMORGAN CHASE BANK,
                                           as Co-Documentation Agent

                                           By: /s/ William Rindfuss
                                               ---------------------------------
                                           Title: Vice President

                                       54
<PAGE>

                                 INITIAL LENDERS

   Commitment
$210,000,000.00                           CITICORP USA, INC., as Lender

                                          By: /s/ William S. Timmons, III
                                             -----------------------------------
                                          Title: Vice President

                                       55
<PAGE>

$210,000,000.00                           BANK OF AMERICA, N.A.,
                                          as Lender

                                          By: /s/ Thomas J. Kane
                                             -----------------------------------
                                          Title: Principal

                                       56
<PAGE>

$160,000,000.00                           BARCLAYS BANK PLC,
                                          as Lender

                                          By: /s/ L. Peter Yetman
                                              ----------------------------------
                                          Title: Director

                                       57
<PAGE>

$160,000,000.00                           BNP PARIBAS SA,
                                          as Lender

                                          By: /s/ Nuala Marley
                                              ----------------------------------
                                          Title: Managing Director

                                          By: /s/ Todd Rodgers
                                              ----------------------------------
                                          Title: Vice President

                                       58
<PAGE>

$160,000,000.00                           HSBC BANK USA,
                                          as Lender

                                          By: /s/ David Wagstaff
                                              ----------------------------------
                                          Title: Senior Vice President

                                       59
<PAGE>

$160,000,000.00                           JPMORGAN CHASE BANK,
                                          as Lender

                                          By: /s/ William Rindfuss
                                              ----------------------------------
                                          Title: Vice President

                                       60
<PAGE>

$107,500,000.00                           CREDIT SUISSE FIRST BOSTON,
                                          acting through its Cayman Islands
                                          Branch as Lender

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

                                          By: /s/ Jennifer A. Pieza
                                              ----------------------------------
                                          Title: Associate

                                       61
<PAGE>

$107,500,000.00                           DEUTSCHE BANK AG,
                                          as Lender

                                          By: /s/ William M. McGinty
                                              ----------------------------------
                                          Title: Director

                                          By: /s/ Christopher S. Hall
                                              ----------------------------------
                                          Title: Managing Director

                                       62
<PAGE>

$107,500,000.00                           STANDARD CHARTERED BANK,
                                          as Lender

                                          By: /s/ Frieda Youlios
                                              ----------------------------------
                                          Title: Vice President

                                          By: /s/ Robert Reddington
                                              ----------------------------------
                                          Title: Assistant Vice President

                                       63
<PAGE>

$107,500,000.00                           UBS LOAN FINANCE LLC,
                                          as Lender

                                          By: /s/ Wilfred V. Saint
                                              ----------------------------------
                                          Title: Associate Director

                                          By: /s/ Thomas R. Salzano
                                              ----------------------------------
                                          Title: Director

                                       64
<PAGE>

$57,500,000.00                            BANCA INTESA, SPA,
                                          as Lender

                                          By: /s/ F. Maffei
                                              ----------------------------------
                                          Title: Vice President

                                       65
<PAGE>

$57,500,000.00                            HARRIS NESBITT FINANCING, INC.,
                                          as Lender

                                          By: /s/ Joseph W. Linder
                                              ----------------------------------
                                          Title: Vice President

                                       66
<PAGE>

$57,500,000.00                            MIZUHO CORPORATE BANK, LTD.,
                                          as Lender

                                          By: /s/ Mark Gronich
                                              ----------------------------------
                                          Title: Vice President

                                       67
<PAGE>

$57,500,000.00                            SOCIETE GENERALE,
                                          as Lender

                                          By: /s/ Mark Vigil
                                              ----------------------------------
                                          Title: Managing Director

                                       68
<PAGE>

$57,500,000.00                            SUMITOMO MITSUI
                                          BANKING CORPORATION,
                                          as Lender

                                          By: /s/ Leo E. Pagarigan
                                              ----------------------------------
                                          Title: Senior Vice President

                                       69
<PAGE>

$57,500,000.00                            SUNTRUST BANK,
                                          as Lender

                                          By: /s/ David W. Penter
                                              ----------------------------------
                                          Title: Director

                                       70
<PAGE>

$57,500,000.00                            WILLIAM STREET
                                          COMMITMENT CORPORATION,
                                          (Recourse only to assets of William
                                          Street Commitment Corporation),
                                          as Lender

                                          By: /s/ J.M. Hill
                                              ----------------------------------
                                          Title: CFO

                                       71
<PAGE>

$32,500,000.00                            AUSTRALIA AND NEW ZEALAND BANKING
                                          GROUP LIMITED,
                                          as Lender

                                          By: /s/ Damodar Menon
                                              ----------------------------------
                                          Title: Director

                                       72
<PAGE>

$32,500,000.00                            BANCA DI ROMA - SAN FRANCISCO,
                                          as Lender

                                          By: /s/ Luca Balestra
                                              ----------------------------------
                                          Title: Senior Vice President & Manager

                                          By: /s/ Richard G. Dietz
                                              ----------------------------------
                                          Title: Vice President

                                       73
<PAGE>

$32,500,000.00                            BEAR STEARNS CORPORATE LENDING INC.,
                                          as Lender

                                          By: /s/ Victor Bulzacchelli
                                              ----------------------------------
                                          Title: Vice President

                                       74
<PAGE>

$32,500,000.00                            ING BANK N .V.,
                                          as Lender

                                          By: /s/ Michael Fenlan
                                              ----------------------------------
                                          Title: Vice President

                                       75
<PAGE>

$32,500,000.00                            LEHMAN BROTHERS BANK, FSB,
                                          as Lender

                                          By: /s/ Gary T. Taylor
                                              ----------------------------------
                                          Title: Vice President

                                       76
<PAGE>

$32,500,000.00                            LLOYDS TSB BANK PLC,
                                          as Lender

                                          By: /s/ Peter Doyle
                                              ----------------------------------
                                          Title: Vice President

                                          By: /s/ Lisa Maguire
                                              ----------------------------------
                                          Title: Assistant Vice President

                                       77
<PAGE>

$32,500,000.00                            MERRILL LYNCH BANK USA,
                                          as Lender

                                          By: /s/ Preston Jackson
                                              ----------------------------------
                                          Title: President and CEO

                                       78
<PAGE>

$32,500,000.00                            STATE STREET BANK AND TRUST COMPANY,
                                          as Lender

                                          By: /s/ Mary H. Carey
                                              ----------------------------------
                                          Title: Vice President

                                       79
<PAGE>

$32,500,000.00                            UFJ BANK LIMITED,
                                          as Lender

                                          By: /s/ Toshiko Boyd
                                              ----------------------------------
                                          Title: Vice President

                                       80
<PAGE>

$32,500,000.00                            UNION BANK OF CALIFORNIA, N.A.,
                                          as Lender

                                          By: /s/ Kin W. Cheng
                                              ----------------------------------
                                          Title: Assistant Vice President

                                       81
<PAGE>

$32,500,000.00                            WELLS FARGO BANK, N.A.,
                                          as Lender

                                          By: /s/ Ling Li
                                             -----------------------------------
                                          Title: Vice President

                                       82
<PAGE>

                                THE ISSUING BANKS

                                          BNP PARIBAS SA.,
                                          as Issuing Bank

                                          By: /s/ Nuala Marley
                                              ----------------------------
                                          Title: Director

                                          By: /s/ Todd Rodgers
                                             -----------------------------
                                          Title: Vice President

                                          STANDARD CHARTERED BANK,
                                          as Issuing Bank

                                          By: /s/ Frieda Youlios
                                              ----------------------------
                                          Title: Vice President

                                       73