<PAGE>
                                                                   EXHIBIT 10(b)



                            364-DAY CREDIT AGREEMENT

                          Dated as of February 25, 2004

                                      Among

                             THE WALT DISNEY COMPANY

                                   as Borrower

                                       and

                     THE FINANCIAL INSTITUTIONS NAMED HEREIN

                                   as Lenders

                                       and

                               CITICORP USA, INC.

                             as Administrative Agent

                                       and

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

                 as Joint Lead Arrangers and Joint Book Managers

                                       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

SECTION 1.01.     Certain Defined Terms........................................     1

SECTION 1.02.     Computation of Time Periods..................................    12

SECTION 1.03.     Accounting Terms.............................................    12

                  ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.     The Advances.................................................    13

SECTION 2.02.     Making the Advances..........................................    13

SECTION 2.03.     Fees.........................................................    14

SECTION 2.04.     Reduction of the Revolving Credit Commitments................    15

SECTION 2.05.     Repayment of Advances........................................    15

SECTION 2.06.     Interest on Advances.........................................    16

SECTION 2.07.     Additional Interest on Eurocurrency Rate Advances............    16

SECTION 2.08.     Interest Rate Determination..................................    17

SECTION 2.09.     Optional Conversion of Advances..............................    18

SECTION 2.10.     Prepayments of Advances......................................    18

SECTION 2.11.     Increased Costs..............................................    19

SECTION 2.12.     Illegality...................................................    20

SECTION 2.13.     Payments and Computations....................................    21

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.     Extension of Termination Date................................    26
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                <C>
               ARTICLE III CONDITIONS OF EFFECTIVENESS AND LENDING

SECTION 3.01.     Conditions Precedent to Effectiveness........................    28

SECTION 3.02.     Conditions Precedent to Each Borrowing.......................    29

SECTION 3.03.     Determinations Under Section 3.01............................    29

                    ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01.     Representations and Warranties of the Borrower...............    30

SECTION 4.02.     Additional Representations and Warranties of the Borrower
                  as of Each Extension Date....................................    31

                       ARTICLE V COVENANTS OF THE BORROWER

SECTION 5.01.     Affirmative Covenants........................................    31

SECTION 5.02.     Negative Covenants...........................................    33

                          ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01.     Events of Default............................................    34

                      ARTICLE VII THE ADMINISTRATIVE AGENT

SECTION 7.01.     Authorization and Action.....................................    35

SECTION 7.02.     Administrative Agent's Reliance, Etc.........................    35

SECTION 7.03.     CUSA and Affiliates..........................................    36

SECTION 7.04.     Lender Credit Decision.......................................    36

SECTION 7.05.     Indemnification..............................................    36

SECTION 7.06.     Successor Administrative Agent...............................    36

SECTION 7.07.     Sub-Agent....................................................    37

                           ARTICLE VIII MISCELLANEOUS

SECTION 8.01.     Amendments, Etc..............................................    37

SECTION 8.02.     Notices, Etc.................................................    37

SECTION 8.03.     No Waiver; Remedies..........................................    39

SECTION 8.04.     Costs and Expenses...........................................    39

SECTION 8.05.     Right of Set-off.............................................    39
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                <C>
SECTION 8.06.     Binding Effect...............................................    39

SECTION 8.07.     Assignments and Participations...............................    39

SECTION 8.08.     Indemnification..............................................    42

SECTION 8.09.     Confidentiality..............................................    43

SECTION 8.10.     Patriot Act..................................................    43

SECTION 8.11.     Judgment.....................................................    43

SECTION 8.12.     Consent to Jurisdiction and Service of Process...............    44

SECTION 8.13.     Substitution of Currency.....................................    44

SECTION 8.14.     Governing Law................................................    44

SECTION 8.15.     Execution in Counterparts....................................    44

SECTION 8.16.     Severability.................................................    44

                                    SCHEDULE

Schedule I    -   List of Applicable Lending Offices

                                    EXHIBITS

Exhibit A     -   Form of Notice of Borrowing

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 Certificates
</TABLE>

                                       iii
<PAGE>

                            364-DAY 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", CITICORP USA, INC., a Delaware corporation ("CUSA"), as administrative
agent (together with any successor administrative agent appointed pursuant to
Article VII, the "ADMINISTRATIVE AGENT") for the Lenders (as hereinafter
defined), 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 364-Day Credit Agreement, as it may be
      amended, supplemented or otherwise modified from time to time in
      accordance with Section 8.01.

            "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.

<PAGE>

            "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(c).

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

            "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.

            "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.

            "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.

                                       2
<PAGE>

            "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 2.19(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 and the Administrative Agent
      as an Eligible Assignee for purposes of this Agreement; provided, however,
      that neither the Borrower's approval nor the Administrative Agent'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
      8.07 will result in the incurrence of increased costs payable by the
      Borrower pursuant to Section 2.11 or 2.14.

            "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.

                                       3
<PAGE>

            "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.

            "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

                                       4
<PAGE>


      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>
                                                           APPLICABLE MARGIN
                                   APPLICABLE MARGIN      AFTER CONVERSION OF
       PUBLIC DEBT RATING         ON OR PRIOR TO THE     ADVANCES TO TERM LOAN
          S&P/MOODY'S              TERMINATION DATE       UNDER SECTION 2.05
-----------------------------     ------------------     ---------------------
<S>                               <C>                    <C>
Level 1

AA-/Aa3 or above                        0.135%                  0.260%

Level 2

Lower than AA-/Aa3 but                  0.150%                  0.275%

at least A/A2

Level 3

Lower than A/A2 but                     0.160%                  0.285%

at least A-/A3
</TABLE>

                                       5
<PAGE>


<TABLE>
<S>                                     <C>                     <C>
Level 4

Lower than A-/A3 but                    0.185%                  0.310%

at least BBB+/Baa1

Level 5

Lower than BBB+/Baa1 or no              0.325%
                                                                0.450%
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 6.01.

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

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

            "EXTENDING LENDER" has the meaning specified in Section 2.19(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:

                                       6
<PAGE>


<TABLE>
<CAPTION>
      PUBLIC DEBT RATING
         S&P/MOODY'S                                PERCENTAGE
---------------------------- -                      ----------
<S>                                                 <C>
Level 1

AA-/Aa3 or above                                      0.040%

Level 2

Lower than AA-/Aa3 but

at least A/A2                                         0.050%

Level 3

Lower than A/A2 but

at least A-/A3                                        0.065%

Level 4

Lower than A-/A3 but

at least BBB+/Baa1                                    0.090%

Level 5

Lower than BBB+/Baa1 or no

Public Debt Rating in effect                          0.125%
</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.

            "FIVE-YEAR CREDIT AGREEMENT" means the Five-Year 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, Banc of America Securities LLC and Citigroup Global Markets Inc. as
      joint lead arrangers and joint book managers 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.

                                       7
<PAGE>

            "GAAP" means generally accepted accounting principles consistent
      with those applied in the preparation of the audited financial statements
      referred to in Section 4.01(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 to which
      exposure 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.

            "INDEMNIFIED MATTERS" has the meaning specified in Section 8.08.

            "INDEMNIFIED PARTY" has the meaning specified in Section 8.08.

            "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;

                                       8
<PAGE>

                  (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 or, if the Advances have been converted to a term loan
            pursuant to Section 2.05 prior to the time of such selection, which
            ends after the Maturity Date.

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

            "LENDERS" means, collectively, each Initial Lender, each Assuming
      Lender that shall become a party hereto pursuant to Section 2.19 and each
      Eligible Assignee that shall become a party hereto pursuant to Section
      8.07; provided, however, that for purposes of any determination to be made
      under Section 2.07, 2.11, 2.12 or 8.04(b) with respect to CUSA, in its
      capacity as Lender, the term "Lenders" shall be deemed to include
      Citibank.

            "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 Revolving Credit 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.

            "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.

            "MATURITY DATE" means the earlier of (a) the first anniversary of
      the Termination Date and (b) the date of termination in whole of the
      aggregate Revolving Credit Commitments pursuant to Section 2.04 or 6.01.

            "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

                                       9
<PAGE>

      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).

            "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 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 8.07(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

                                       10
<PAGE>

      Credit Agreement, dated as of March 8, 2000, as amended, among the
      Borrower, the lenders party thereto and Citicorp USA, Inc., as
      administrative agent.

            "REVOLVING CREDIT COMMITMENT" has the meaning specified in Section
      2.01.

            "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 5.01(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 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.

                                       11
<PAGE>

            "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 23, 2005,
      subject to the extension thereof pursuant to Section 2.19, and (b) the
      date of termination in whole of the Revolving Credit Commitments pursuant
      to Section 2.04 or 6.01; provided, however, that the Termination Date of
      any Lender that is a Declining Lender to any requested extension pursuant
      to Section 2.19 shall be the Termination Date in effect immediately prior
      to the applicable Extension Date for all purposes of this Agreement.

            "TERM LOAN CONVERSION DATE" means the Termination Date on which all
      Advances outstanding on such date are converted into a term loan pursuant
      to Section 2.05.

            "TERM LOAN ELECTION" has the meaning specified in Section 2.05.

            "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".

      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 3.01(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 5.01(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

                                       12
<PAGE>

Section 3.01(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 Revolving Credit
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 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such
Lender's "REVOLVING CREDIT 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, shall exceed the aggregate amount of the Revolving
Credit 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). Each Borrowing shall consist of
Advances of the same Type made on the same day by the Lenders ratably according
to their respective Revolving Credit Commitments. Within the limits of each
Lender's Revolving Credit 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 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

                                       13
<PAGE>

Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, 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 III, 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 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 Revolving Credit Commitment from the Effective Date, in the case
of each Initial Lender, and from the later of (a) the

                                       14
<PAGE>

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 or, if the
Borrower has made the Term Loan Election pursuant to Section 2.05 on or prior to
such date, the Maturity Date, payable quarterly in arrears on the first Business
Day of each January, April, July and October during the term of such Lender's
Revolving Credit Commitment, commencing April 1, 2004, and on the Termination
Date or, if the Borrower has made the Term Loan Election pursuant to Section
2.05 on or prior to such date, the Maturity 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 outstanding
Advances exceeds 50% of the Commitments, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender, a utilization fee equal to
the quotient obtained by dividing (A) the product of (1) 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, and on the Termination
Date.

            (ii)  If the Borrower has made the Term Loan Election pursuant to
Section 2.05 below, the Borrower agrees to pay to the Administrative Agent for
the account of each Lender a utilization fee equal to the quotient obtained by
dividing (A) the product of (1) 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), if, on the Term
Loan Conversion Date, the sum of all outstanding Advances is greater than 50% of
the aggregate amount of all Revolving Credit Commitments on such date. This
Utilization Fee shall be paid quarterly in arrears on the first Business Day of
each January, April, July and October, and on the Maturity Date.

      SECTION 2.04. Reduction of the Revolving Credit Commitments. (a) Optional.
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 Revolving Credit 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 Revolving Credit Commitments shall not be less than the sum of the then
outstanding aggregate amount of Advances. Once terminated, such Revolving Credit
Commitments may not be reinstated.

            (b)   Mandatory. On the Termination Date, if the Borrower has made
the Term Loan Election in accordance with Section 2.05 prior to such date, and
from time to time thereafter upon each prepayment of the Advances, the aggregate
Revolving Credit Commitments of the Lenders under this Agreement shall be
automatically and permanently reduced on a pro rata basis by an amount equal to
the amount by which the aggregate Revolving Credit Commitments of the Lenders
under this Agreement immediately prior to such reduction exceeds the sum of the
aggregate unpaid principal amount of the Advances outstanding at such time.

      SECTION 2.05. Repayment of Advances. The Borrower shall, subject to the
next succeeding sentence, repay to each Lender on the Termination Date the
aggregate principal amount of the Advances owing to such Lender on such date.
The Borrower may, upon notice to the Administrative Agent at least 15 days prior
to the Termination Date then in effect, elect (the "TERM LOAN ELECTION") to
convert all of the Advances outstanding on the Termination Date in effect at
such time into a term loan which the Borrower shall repay in full ratably to the
Lenders on the Maturity Date; provided, that, no Event of Default, or event that
with the giving of notice or passage of time or both would constitute an

                                       15
<PAGE>

Event of Default, has occurred and is continuing on the date of notice of the
Term Loan Election or on the Term Loan Conversion Date on which such election is
to be effected.

      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. (x) Prior to the Borrower making the Term
      Loan Election pursuant to Section 2.05 above, 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.

                  (y)   If the Borrower has made the Term Loan Election pursuant
      to Section 2.05 above, during such periods on and after the Term Loan
      Conversion Date 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 plus(B)
      0.125% per annum, 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 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

                                       16
<PAGE>

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 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

                                       17
<PAGE>

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 6.01(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
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

                                       18
<PAGE>

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 8.04(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 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 denominated in Committed
Currencies then outstanding exceeds 102% of the aggregate Revolving Credit
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 necessary so that, after giving effect to such prepayment of
Advances, the sum of (A) and (B) above does not exceed 100% of the aggregate
Revolving Credit Commitments of the Lenders on such date.

            (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 8.04(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, 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
increase the cost (excluding any allocation of corporate overhead) to such
Lender (which cost such Lender reasonably determines in good faith is material)
of agreeing to make or making, funding or maintaining Eurocurrency Rate
Advances, then such Lender shall so notify the Borrower promptly after 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 Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost. A certificate of 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 Lender's method of
allocating such costs is fair and reasonable and that 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 Lender, shall be conclusive and binding for all
purposes, absent manifest error.

                                       19
<PAGE>

            (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 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
Lender or any entity controlling such Lender and the amount of such capital is
materially increased by or based upon the existence of such Lender's Revolving
Credit Commitment to lend hereunder and other commitments of this type, then
such Lender shall so notify the Borrower promptly after such Lender makes such
determination and, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender within five days
from the date of such demand, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder. A certificate of such Lender as to such
amount in reasonable detail and stating the basis upon which such amount has
been calculated and certifying that such Lender's method of allocating such
increase of capital is fair and reasonable and that such Lender's demand for
payment of such increase of capital 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 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
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 Lender
should reasonably have known of such law, regulation, guideline or request and
the Borrower's obligation to compensate such Lender for such amount is
contingent upon such Lender so notifying the Borrower; provided, however, that
any failure by 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 or such Lender notified the
Borrower of such law, regulation, guideline or request.

            (d)   If any Lender shall subsequently recoup any costs (other than
from the Borrower) for which such Lender has theretofore been compensated by the
Borrower under this Section 2.11, 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
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)

                                       20
<PAGE>

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 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 to
the Administrative Agent at the Administrative Agent's (or Sub-Agent's) Account
in same day funds. 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
Administrative Agent 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, 8.04 and 8.08) 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 Lender to such
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 an extension of the Termination Date
pursuant to Section 2.19, 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 Extension Date, 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 8.07(d), from
and after the effective date specified in such Assignment and Acceptance, the
Administrative Agent 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.

                                       21
<PAGE>

            (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.

            (d)   Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
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 on such date and the Administrative Agent 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, each Lender shall repay to the Administrative Agent
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
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 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, taxes imposed on its income, and franchise taxes imposed on it by the
jurisdiction under the laws of which such Lender, the Administrative Agent 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 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, (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 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 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 or the Administrative Agent
and any liability (including penalties to the extent not imposed as a result of
such Lender's or the Administrative Agent's 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 or
the Administrative Agent 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 8.02, 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.

            (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 or 8.07 (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 Internal Revenue Service of the United States (the "IRS"),
Form W-8BEN (or any successor or substitute form or forms)) 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)), to receive, as of the date hereof or as of the date
such party becomes a Lender hereto pursuant to Section 2.19 or 8.07 (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 the Advances made by it (other than
pursuant to Section 2.07, 2.11, 2.14, 8.04 or 8.08) in excess of its ratable
share of payments on account of the Advances obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the Advances made by them as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them,

                                       24
<PAGE>

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 Revolving Credit 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 8.07(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 Revolving Credit Commitment of such Lender; provided, however, that the
execution and

                                       25
<PAGE>

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.

            (b)   The Register maintained by the Administrative Agent pursuant
to Section 8.07(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 the Borrower agrees that it shall use such proceeds) 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.
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. Extension of Termination Date. (a) At least 45 days but not
more than 60 days prior to the Termination Date in effect at any time, the
Borrower, by written notice to the Administrative Agent, may request an
extension of the Termination Date in effect at such time for a period of 364
days from its then scheduled expiration; provided, however, that the Borrower
shall not have made the Term Loan Election for Advances outstanding on such
Termination Date prior to the then scheduled Termination 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 Termination Date, notify the Borrower and the 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 scheduled occurrence thereof at such time, 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
the scheduled Termination Date in effect at such time 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 2.19, the Termination Date
shall, effective as at the Termination Date otherwise in effect at such time
(the "EXTENSION DATE"), be extended for a period of 364 days from such

                                       26
<PAGE>

Extension Date; 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 2.19, the
Termination Date in effect at such time shall, effective as at the applicable
Extension Date, be extended for a period of 364 days from such Extension Date as
to those Lenders that so consented (each an "EXTENDING LENDER") (provided that
on such 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) 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 2.19 and the Revolving Credit Commitment of such Lender is not
assumed in accordance with subsection (c) of this Section 2.19 on or prior to
the applicable Extension Date, the Revolving Credit 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, 8.04 and 8.08, and its obligations under Section 7.05, 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 Revolving
Credit Commitment as of the applicable Extension Date being an "ASSUMING
LENDER") to assume, effective as of the Extension Date, any Declining Lender's
Revolving Credit 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
Revolving Credit 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
Revolving Credit 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,
8.04 and 8.08 and its obligations under Section 7.05 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 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

                                       27
<PAGE>

satisfactory to the Borrower and the Administrative Agent as to the increase in
the amount of its Revolving Credit Commitment and (C) each Declining Lender
being replaced pursuant to this Section 2.19 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 or assumptions pursuant to subsection (c) of this
Section 2.19) consent in writing to a requested extension (whether by written
consent pursuant to subsection (a) of this Section 2.19, 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 in effect at such time shall,
effective as at the applicable Extension Date, be extended for a period of 364
days from such Extension Date as to the Extending Lenders and the Assuming
Lenders but shall not be extended as to any Declining Lender. Upon an extension
of the Termination Date as provided above, 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
                     CONDITIONS OF EFFECTIVENESS AND LENDING

      SECTION 3.01. Conditions Precedent to Effectiveness. 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 8.01:

            (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;

                                       28
<PAGE>

            (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 periodic or other reports filed by the Borrower and its
      Subsidiaries 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
      4.01 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 effectiveness of this
      Agreement and the issuance of the letters of credit under the Five Year
      Credit Agreement, (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 3.02. Conditions Precedent to Each Borrowing. The obligation of
each Lender to make an Advance on the occasion of each Borrowing (including the
initial Borrowing) shall be subject to the further conditions precedent that the
Effective Date shall have occurred and on the date of such Borrowing 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 shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):

            (a)   the representations and warranties contained in Section 4.01
      are true and correct in all material respects on and as of the date of
      such Borrowing, before and after giving effect to such Borrowing 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 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 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, 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

                                       29
<PAGE>

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 IV
                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01. 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 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 5.01(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.

                                       30
<PAGE>

            (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 4.02. Additional Representations and Warranties of the Borrower as
of Each Extension Date. The Borrower represents and warrants on 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 5.01(e)(ii) prior to the applicable Extension Date
      (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 5.01(e)(ii) to the date of the request
      for an extension of the Termination Date then in effect related to such
      Extension Date); and

            (b)   the representations and warranties contained in Section 4.01
      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).

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

      SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Revolving Credit 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.

                                       31
<PAGE>

            (c)   Preservation of Corporate Existence, Etc. Subject to Section
      5.02(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 of 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:

                  (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 5.01(d);

                  (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 5.01(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;

                                       32
<PAGE>

                  (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 4.01(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 5.02. Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Revolving Credit Commitment hereunder, the
Borrower will not, without the written consent of the Majority Lenders:

            (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 that 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.

                                       33
<PAGE>

                                   ARTICLE VI
                                EVENTS OF DEFAULT

      SECTION 6.01. 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
      when the same becomes due and payable; or the Borrower shall fail to pay
      any interest on any Advance, 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 5.01(d), 5.01(e)(iii) or Section 5.02; 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 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

                                       34
<PAGE>

      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, or (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,
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
and (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.

                                   ARTICLE VII
                            THE ADMINISTRATIVE AGENT

      SECTION 7.01. Authorization and Action. (a) Each Lender 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 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.

            (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 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 7.02. 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 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 an Assignment and Acceptance entered into
by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided
in Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public

                                       35
<PAGE>

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 7.03. CUSA and Affiliates. With respect to its Revolving Credit
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 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 7.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements referred to in Section
4.01(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 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 7.05. Indemnification. (a) Agent. 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 Revolving Credit 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.

      SECTION 7.06. 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

                                       36
<PAGE>

any such resignation, the Majority Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Majority Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of
notice of resignation, 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
VII 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 7.07. 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 VIII
                                  MISCELLANEOUS

      SECTION 8.01. 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 3.01 or 3.02,
(b) increase the Revolving Credit Commitments of the Lenders or subject the
Lenders to any additional obligations, (c) reduce the principal of, or interest
on, the Advances 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 Sections 2.05 and 2.19) or any fee, (e) change the percentage of the
Revolving Credit Commitments or of the aggregate unpaid principal amount of
Advances hereunder, 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
8.01; and provided, further, that no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent in addition to the Lenders
required above to take such action, affect the rights, duties or obligations of
the Administrative Agent under this Agreement or any Note.

            (b)   Limitation of Scope. All waivers and consents granted under
this Section 8.01 shall be effective only in the specific instance and for the
specific purpose for which given.

      SECTION 8.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be, except as otherwise expressly provided for
herein, in writing (including telecopier communication) and mailed, telecopied
or delivered, if to the Borrower, at its address at:

                                       37
<PAGE>

                  The Walt Disney Company
                  500 South Buena Vista Street
                  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 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
                  Telecopy Number: (213) 239-1899;

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 VII shall not be effective until
received by the Administrative Agent. 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 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 or such Lender; provided, that, any such action taken or
omitted to be taken by the Administrative Agent or such Lender shall have been
in good faith and in accordance with the terms of this Agreement.

                                       38
<PAGE>

      SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender 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 8.04. 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 and each Lender in connection with the
enforcement (whether through legal proceedings or otherwise) of this Agreement)
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 8.04(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 6.01 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 8.05. 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 6.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 6.01 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, 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 set-off) which such Lender may
have.

      SECTION 8.06. 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 3.01) 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, 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 8.07. 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

                                       39
<PAGE>

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 Revolving
Credit Commitment and the Advances owing to it and any Note or Notes held by it;
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 Revolving Credit Commitment and pro-rata
share of outstanding Advances 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 Revolving Credit Commitment and
pro-rata share of outstanding Advances 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 Five-Year 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 Revolving Credit Commitment of such
assigning Lender hereunder and its commitment under the Five-Year 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 Five-Year 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 8.08) 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 4.01(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, 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

                                       40
<PAGE>

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 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 8.02 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 Revolving Credit
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.

            (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 Revolving
Credit 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 Revolving Credit 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 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 Revolving Credit Commitment, (B) reduce the principal amount of or rate
of interest on the Advances, 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, 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
8.07, 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 8.09.

                                       41
<PAGE>

            (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 8.08. Indemnification. The Borrower agrees to indemnify and hold
harmless the Administrative Agent, 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, demands, damages, losses, liabilities, charges 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 Revolving Credit Commitments hereunder or the
Advances made pursuant hereto or any transactions done in connection herewith,
including, without limitation, any transaction in which any proceeds of the
Advances are, or are proposed, to be applied (collectively, the "INDEMNIFIED
MATTERS"); provided, that, the Borrower shall have no obligation to any
Indemnified Party under this Section 8.08 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 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 acknowledgement 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
8.08 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

                                       42
<PAGE>

Borrower under this Section 8.08 shall survive the making and repayment of the
Advances and the termination of this Agreement.

      SECTION 8.09. Confidentiality. None of the Administrative Agent or Lenders
may disclose to any Person any confidential, proprietary or non-public
information of the Borrower furnished to the Administrative Agent 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 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 8.09 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 8.09
by the Administrative Agent or such Lender, or (B) is or becomes available to
the Administrative Agent 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 8.10. 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 8.11. 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
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 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 or the Administrative Agent (as the case may be), of any sum adjudged to
be so due in such other currency, such Lender 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 or the Administrative Agent (as the case may be) in the applicable
Primary Currency, the

                                       43
<PAGE>

Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify such Lender 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 or the Administrative Agent (as the
case may be) in the applicable Primary Currency, such Lender or the
Administrative Agent (as the case may be) agrees to remit to the Borrower such
excess.

      SECTION 8.12. 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 8.13. 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 8.01
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.

      SECTION 8.14. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

      SECTION 8.15. 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 8.16. 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.

                                       44
<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

<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

<PAGE>

                                          JPMORGAN CHASE BANK,

                                          as Co-Documentation Agent

                                          By: /s/ William Rindfuss
                                              ----------------------------------

                                          Title: Vice President

<PAGE>


                                INITIAL LENDERS

Commitment

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

                                          By: /s/ William S. Timmons, III
                                              ----------------------------------

                                          Title: Vice President

<PAGE>

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

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

                                          Title: Principal

<PAGE>

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

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

                                          Title: Director

<PAGE>

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

                                          By: /s/ Nuala Marley
                                              ----------------------------------

                                          Title: Managing Director

                                          By: /s/ Todd Rodgers
                                              ----------------------------------

                                          Title: Vice President

<PAGE>

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

                                          By: /s/ David Wagstaff
                                              ----------------------------------

                                          Title: Senior Vice President

<PAGE>

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

                                          By: /s/ William Rindfuss
                                              ----------------------------------

                                          Title: Vice President

<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

<PAGE>

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

                                          By: /s/ William W. McGinty
                                              ----------------------------------

                                          Title: Director

                                          By: /s/ Christopher S. Hall
                                              ----------------------------------

                                          Title: Managing Director

<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

<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

<PAGE>

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

                                          By: /s/ F. Maffei
                                              ----------------------------------

                                          Title: Vice President

<PAGE>

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

                                          By: /s/ Joseph W. Linder
                                              ----------------------------------

                                          Title: Vice President

<PAGE>

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

                                          By: /s/  Mark Gronich
                                              ----------------------------------

                                          Title: Vice President

<PAGE>

$57,500,000.00                            SOCIETE GENERALE,
                                          as Lender

                                          By: /s/ Mark Vigil
                                              ----------------------------------

                                          Title: Managing Director

<PAGE>

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

                                          By: /s/ Leo E. Pagarigan
                                              ----------------------------------

                                          Title: Senior Vice President

<PAGE>

$57,500,000.00                            SUNTRUST BANK,
                                          as Lender

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

                                          Title: Director

<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

<PAGE>

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

                                          By: /s/ Damodar Menon
                                              ----------------------------------

                                          Title: Director

<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

<PAGE>

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

                                          By: /s/ Victor Bulzacchelli
                                              ----------------------------------

                                          Title: Vice President

<PAGE>

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

                                          By: /s/ Michael Fenlan
                                              ----------------------------------

                                          Title: Vice President

<PAGE>

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

                                          By: /s/ Gary T. Taylor
                                              ----------------------------------

                                          Title: Vice President

<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

<PAGE>

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

                                          By: /s/ Preston Jackson
                                             -----------------------------------

                                          Title: President and CEO

<PAGE>

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

                                          By: /s/ Mary H. Carey
                                             -----------------------------------

                                          Title: Vice President

<PAGE>

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

                                          By: /s/ Toshiko Boyd
                                             -----------------------------------

                                          Title: Vice President

<PAGE>

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

                                          By: /s/ Kin W. Cheng
                                             -----------------------------------

                                          Title: Assistant Vice President

<PAGE>


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

                                          By: /s/ Ling Li
                                             -----------------------------------

                                          Title: Vice President

                                        1