NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)



                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                             (FIVE-YEAR FACILITY)

                          Dated as of April 27, 2000

            UNITED PARCEL SERVICE OF AMERICA,  INC., a Delaware corporation (the
"Borrower"),  the banks,  financial institutions and other institutional lenders
(collectively,   the  "Initial  Lenders")  party  hereto,   Citibank,  N.A.,  as
administrative  agent (together with any successor thereto appointed pursuant to
Article  VII of the  Existing  Credit  Agreement  referred  to  below,  in  such
capacity,  the  "Administrative  Agent")  and  as  syndication  agent  (in  such
capacity,  the "Syndication  Agent") for the Lenders (as defined in the Existing
Credit  Agreement  referred to below),  Bank of America,  N.A., as documentation
agent (in such  capacity,  the  "Documentation  Agent")  for such  Lenders,  and
Salomon Smith Barney Inc. and Banc of America  Securities  LLC, as  co-arrangers
(in such capacity,  the "Co-Arrangers")  under the Loan Documents (as defined in
the Existing Credit Agreement described below), hereby agree as follows:

                            PRELIMINARY STATEMENTS

            (1)  The  Borrower  is  party  to an  Amended  and  Restated  Credit
Agreement  (Five-Year  Facility)  dated  as  of  April  30,  1998  (as  amended,
supplemented or otherwise modified from time to time to, but not including,  the
date  hereof,  the  "Existing  Credit  Agreement")  with  the  banks,  financial
institutions  and other  institutional  lenders  party  thereto  (the  "Existing
Lenders"),  Citibank,  N.A., as  Administrative  Agent for the Existing Lenders,
Bank of America NT & SA, as Documentation  Agent for the Existing  Lenders,  and
Citicorp Securities,  Inc. and BancAmerica  Robertson Stephens,  as Co-Arrangers
for the Existing Lenders. Capitalized terms not otherwise defined in this Second
Amended and Restated Credit Agreement  (Five-Year  Facility) (the "Amendment and
Restatement")  shall have the same meanings as specified in the Existing  Credit
Agreement.

            (2) The  Borrower  has  requested  that the Lenders  agree to extend
credit  to it from  time to time in an  aggregate  principal  amount  of up to $
1,250,000,000   for  general   corporate   purposes  of  the  Borrower  and  its
Subsidiaries  not  otherwise  prohibited  under the terms of this  Amendment and
Restatement.  The Lenders have  indicated  their  willingness to agree to extend
credit  to the  Borrower  from  time to time in such  amount  on the  terms  and
conditions of this Amendment and Restatement.

            (3) The parties to this  Amendment and  Restatement  desire to amend
the  Existing  Credit  Agreement as set forth herein and to restate the Existing
Credit  Agreement in its  entirety to read as set forth in the  Existing  Credit
Agreement with the following amendments.

            SECTION 1. Amendments to the Existing Credit Agreement. Effective as
of the date of this Amendment and Restatement and subject to the satisfaction of
the conditions precedent set forth in Section 2 hereof:

            (a)   Section  1.01 of the  Existing  Credit  Agreement  is hereby
amended  by (i)  deleting  the  definitions  of "BARS",  "Citicorp  Securities",
"Existing Credit Facilities",  "Information Memorandum",  and "Termination Date"
set forth therein and (ii) replacing them with the following new definitions:
<PAGE>

            "Banc of America  Securities  LLC" has the meaning  specified in the
recital of parties to this Agreement.

            "Existing Credit  Facilities" means the credit  facilities  provided
pursuant to (a) the Existing  Credit  Agreement,  and (b) the Third  Amended and
Restated  Credit  Agreement  (364-Day  Facility)  dated as of April 29,1999,  as
amended,  supplemented or otherwise modified from time to time prior to the date
hereof,  among  the  Borrower,  the  banks,  financial  institutions  and  other
institutional  lenders parties thereto,  Citibank,  as administrative  agent and
syndication  agent,  and Salomon  Smith Barney Inc. and  NationsBanc  Montgomery
Securities, LLC, as co-arrangers thereunder.

            "Information  Memorandum"  means the  information  memorandum  dated
      April 2000 and used by the Agents and the  Co-Arrangers in connection with
      the syndication of the Commitments.

            "Parent"   means   United   Parcel   Service,   Inc.,  a  Delaware
corporation, which owns 100%  of capital stock of the Borrower.

            "Salomon  Smith  Barney  Inc." has the  meaning  specified  in the
recital of parties to this    Agreement.

            "Termination  Date"  means the  earlier of (i) April 27, 2005 or, if
      extended  pursuant  to Section  2.16,  the date that is one year after the
      Termination Date then in effect, and (ii) the date of termination in whole
      of the Commitments pursuant to Section 2.05 or 6.01.

            (b) Section  2.14 of the  Existing  Credit  Agreement  is amended by
adding  the  phrase  "measured  by income"  immediately  after the  phrase  "and
franchise taxes" in the fifth and eighth lines thereof.

            (c)   Section 4.01(e) of the Existing Credit  Agreement is amended
in full to read as follows:

                  "(e) The  Consolidated  balance  sheet of the  Parent  and its
      Subsidiaries  as at  December  31,  1999,  and  the  related  Consolidated
      statements of income and cash flows of the Parent and its Subsidiaries for
      the Fiscal Year then ended, all audited and certified by Deloitte & Touche
      LLP,  independent public accountants,  copies of which have been furnished
      to each Lender, fairly present the Consolidated financial condition of the
      Parent and its Subsidiaries at such dates and the Consolidated  results of
      the operations of the Parent and its Subsidiaries for the periods ended on
      such dates, all in accordance with GAAP consistently applied. Such balance
      sheets and the notes thereto disclose all material liabilities,  direct or
      contingent,  of the Parent and its Subsidiaries on a Consolidated basis as
      of the dates thereof."

            (e) Section 4.01(f) of the Existing  Credit  Agreement is amended by
replacing the words "December 31, 1998" with the words "December 31, 1999."


            (f)   Section 5.01(h)(i) is amended in full to read as follows:

                  "(i)  within 120 days after the end of each  Fiscal  Year of
     the Parent , Consolidated balance sheets of the Parent and its Subsidiaries
     showing the financial  condition of the Parent and its  Subsidiaries  as of
     the close of such Fiscal Year and the related statements of


<PAGE>

     Consolidated  income and statements of Consolidated cash flow as of and for
     such Fiscal Year, all such Consolidated  financial statements of the Parent
     and its  Subsidiaries  to be  reported  on by  Deloitte  & Touche  or other
     independent  accountants  acceptable to the Required Lenders,  and to be in
     form reasonably acceptable to the Required Lenders;"

            (g) Schedules I and II to the Existing Credit  Agreement are deleted
in  their   entirety  and  replaced  with  Schedule  I  to  this  Amendment  and
Restatement.

            SECTION  2.  Conditions  of  Effectiveness  of  this  Amendment  and
Restatement.  This Amendment and  Restatement  shall become  effective as of the
date first above written (the "Restatement Effective Date") when and only if:

            (a) The  Administrative  Agent shall have received  counterparts  of
      this  Amendment  and  Restatement  executed by the Borrower and all of the
      Initial Lenders or, as to any of the Initial Lenders,  advice satisfactory
      to the  Administrative  Agent that such Initial  Lender has executed  this
      Amendment and Restatement.

            (b) The  Administrative  Agent shall have  received on or before the
      Restatement Effective Date the following, each dated such date and (unless
      otherwise  specified  below)  in form and  substance  satisfactory  to the
      Administrative  Agent  and  (except  for the  Revolving  Credit  Notes) in
      sufficient copies for each Initial Lender:

                  (i) The new Revolving  Credit Notes issued in connection  with
            this  Amendment and  Restatement to the order of each of the Lenders
            which has a Commitment in a different amount from that, if any, with
            respect to the Existing Credit Agreement.

                  (ii) A certificate of the Secretary or an Assistant  Secretary
            of the Borrower  certifying  (A) that there are no amendments to the
            charter of the  Borrower  since the  Effective  Date of the Existing
            Credit  Agreement  and (B) the  names  and  true  signatures  of the
            officers  of the  Borrower  authorized  to sign this  Amendment  and
            Restatement  and the Notes,  if any,  and the other  documents to be
            delivered hereunder by the Borrower.

                  (iii) A favorable opinion of King & Spalding,  counsel for the
            Borrower,  in  substantially  the form of Exhibit G to the  Existing
            Credit  Agreement,  but with such  modifications  as are required to
            address the Existing Credit Agreement,  as amended by this Amendment
            and Restatement,  in each such case in form and substance reasonably
            satisfactory to the Initial Lenders.

                  (iv) A favorable  opinion of Shearman & Sterling,  counsel for
            the   Administrative   Agent,  in  form  and  substance   reasonably
            satisfactory to the Administrative Agent.


            (c) The representations and warranties  contained in Section 4.01 of
      the  Existing  Credit  Agreement  shall  be  correct  on  and  as  of  the
      Restatement  Effective  Date,  before  and  after  giving  effect  to  the
      Restatement Effective Date, as though made on and as of such date.

            (d) No event shall have occurred and be  continuing,  or shall occur
      as a result of the  occurrence of the  Restatement  Effective  Date,  that
      constitutes a Default.
<PAGE>

            SECTION 3. Reference to and Effect on the Existing Credit  Agreement
and  the  Notes.  (a) On and  after  the  effectiveness  of this  Amendment  and
Restatement,   each  reference  in  the  Existing  Credit   Agreement  to  "this
Agreement",  "hereunder",  "hereof"  or words of like  import  referring  to the
Existing  Credit  Agreement,  and each  reference  in the  Notes to "the  Credit
Agreement",  "thereunder",  "thereof"  or words of like import  referring to the
Existing Credit Agreement,  shall mean and be a reference to the Existing Credit
Agreement, as amended by this Amendment and Restatement.

            (b) The Existing  Credit  Agreement and the Notes,  as  specifically
amended by this Amendment and Restatement,  are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.

            (c) Without  limiting  any of the other  provisions  of the Existing
Credit Agreement,  as amended by this Amendment and Restatement,  any references
in the Existing  Credit  Agreement to the phrases "on the date hereof",  "on the
date of this Agreement" or words of similar import shall mean and be a reference
to the date of the Existing Credit Agreement (which is April 30, 1998).

            SECTION 4. Costs and Expenses.  The Borrower agrees to pay on demand
all reasonable  out-of-pocket costs and expenses of the Administrative  Agent in
connection  with  the  preparation,   execution,  delivery  and  administration,
modification and amendment of this Amendment and Restatement,  the Notes and the
other documents to be delivered hereunder  (including,  without limitation,  the
reasonable  and documented  fees and expenses of counsel for the  Administrative
Agent with respect  hereto and thereto) in accordance  with the terms of Section
8.04 of the Existing Credit Agreement.

            SECTION 5. Execution in Counterparts. This Amendment and Restatement
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
Amendment and  Restatement  by  telecopier  shall be effective as delivery of an
original executed counterpart of such signature page.

            SECTION 6.  Governing Law. This  Amendment and  Restatement  shall
be governed by, and  construed in  accordance  with,  the laws of the State of
New York.



<PAGE>




NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)


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

                              THE BORROWER

                                 UNITED PARCEL SERVICE OF AMERICA, INC.,
                                    as Borrower

                                 By

                                      Name:

                                     Title:

                              THE AGENTS

                                 CITIBANK, N.A.,
                                    as  Administrative  Agent and  Syndication

Agent

                                 By

                                      Name:

                                     Title:

                                 BANK OF AMERICA, N.A.,
                             as Documentation Agent

                                 By
                                    Name:
                                    Title:


<PAGE>




NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)


                                 SALOMON SMITH BARNEY INC.,
                                    as Co-Arranger

                                 By

                                      Name:

                                     Title:

                                 BANC OF AMERICA SECURITIES LLC,
                                    as Co-Arranger

                                 By
                                    Name:
                                    Title:



                            FIRST UNION NATIONAL BANK

                                    as Co-Agent

                                 By
                                 Name:
                                 Title:


                                 WACHOVIA BANK, N.A.
                                    as Co-Agent

                                 By_____________________________________________
                                 Name:
                                 Title:


                                 ROYAL BANK OF CANADA
                                    as Co-Agent

                                 By_____________________________________________
                                 Name:
                                 Title:





<PAGE>




NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                            THE CHASE MANHATTAN BANK

                                    as Co-Agent

                                 By____________________________________________
                                 Name:
                                 Title:







NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)


                              THE INITIAL LENDERS

                                 CITIBANK, N.A.


                                 By

                                 ----------------------------------------------
                                      Name:
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)



                                 BANK OF AMERICA, N.A.


                                 By

                                                                   Name:
                                 ---------------------------
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)



                            FIRST UNION NATIONAL BANK

                                 By

                                                                  Name:
                                 ---------------------------
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                         PNC BANK, NATIONAL ASSOCIATION

                                 By

                                                                  Name:
                                 ---------------------------
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 ROYAL BANK OF CANADA


                                 By

                                                                  Name:
                                 ---------------------------
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                            THE CHASE MANHATTAN BANK

                                 By

                                      Name:
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                           CREDIT SUISSE FIRST BOSTON

                                 By

                                      Name:
                                      Title:


                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                         DRESDNER BANK AG, NEW YORK AND
                              GRAND CAYMAN BRANCHES

                                 By

                                      Name:
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 REVOLVING COMMITMENT VEHICLE  CORPORATION


                                 By

                                      Name:
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)



                                 WELLS FARGO BANK, N.A.


                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)



                                 WACHOVIA BANK, N.A.


                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 ABN AMRO BANK N.V.


                                 By

                                      Name:
                                      Title:


                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 BARCLAYS BANK PLC


                                 By

                                      Name:
                                      Title:




NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 THE FUJI BANK, LTD-- NEW YORK BRANCH


                                 By

                                      Name:
                                      Title:




NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 STATE STREET BANK AND TRUST COMPANY


                                 By

                                      Name:
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 BANK ONE, NA


                                 By

                                      Name:
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)



                             MERRILL LYNCH BANK USA

                                 By

                                      Name:
                                      Title:



NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 SAN PAOLO IMI BANK


                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                             STANDARD CHARTERED BANK

                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)



                                 MELLON BANK


                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                             UBS AG, STAMFORD BRANCH

                                 By

                                      Name:
                                      Title:

                                 By

                                      Name:
                                      Title:


NYDOCS03/522300

Second Amended and Restated Credit Agreement (Five-Year Facility)




                                 BANCA COMMERCIALE ITALIANA,
                                 NEW YORK BRANCH

                                 By
                                      Name:
                                      Title:



                                 By
                                      Name:
                                      Title:


<PAGE>


                 SCHEDULE I TO THE AMENDMENT AND RESTATEMENT

                  COMMITMENTS AND APPLICABLE LENDING OFFICES

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

 Name of Lender      Commitment     Domestic Lending        Eurodollar Lending
                                          Office                  Office

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

Citibank, N.A.     $ 162,500,000  Citibank, N.A.          Citibank, N.A.
                                  2 Penns Way Suite 200   2 Penns Way Suite 200
                                  New Castle, DE 19720    New Castle, DE 19720
                                  Attn: Pat Dimery        Attn: Pat Dimery
                                  T: (302) 894-6023       T: (302) 894-6023
                                  F: (302) 894-6120       F: (302) 894-6120
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Bank of America,   $ 137,500,000  Bank of America         Bank of America
N.A.                              231 S. La Salle Street  231 S. La Salle Street
                                  Chicago, IL 60697       Chicago, IL 60697
                                  Attn: Sharon            Attn: Sharon
                                  Burks-Horos             Burks-Horos
                                  T: (312) 828-2149       T: (312) 828-2149
                                  F: (312) 974-1997       F: (312) 974-1997
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

The Chase          $ 100,000,000  The Chase Manhattan     The Chase Manhattan
Manhattan Bank                    Bank                    Bank
                                  1 Chase Manhattan      1 Chase Manhattan Plaza
                                  Plaza                   8th Floor
                                  8th Floor               New York, NY  10081
                                  New York, NY  10081     Attn:  May Fong
                                  Attn:  May Fong         T:  (212) 552-7314
                                  T:  (212) 552-7314      F:  (212) 552-5650
                                  F:  (212) 552-5650
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

First Union        $ 100,000,000  First Union National    First Union National
National Bank                     Bank                    Bank
                                  214 Hogan Street        214 Hogan Street
                                  Attn:  PTC FL0070       Attn:  PTC FL0070
                                  Jacksonville, FL        Jacksonville, FL
                                  32231-4142              32231-4142
                                  Attn:  Cindy Petry      Attn:  Cindy Petry
                                  T:  (904) 489-6095      T:  (904) 489-6095
                                  F:  (904) 489-1010      F:  (904) 489-1010
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Royal Bank of      $ 100,000,000  Royal Bank of Canada,   Royal Bank of Canada,
Canada                            Grand Cayman (North     Grand Cayman (North
                                  America No.1) Branch    America No.1) Branch
                                  c/o: New York Branch    c/o: New York Branch
                                  One Liberty Plaza,      One Liberty Plaza, 4th
                                  4th Floor               Floor
                                  New York, NY           New York, NY 10006-1404
                                  10006-1404              Attn: Manager, Loans
                                  Attn: Manager, Loans    Administration
                                  Administration          T: (212) 428-6322
                                  T: (212) 428-6322       F: (212) 428-2372
                                  F: (212) 428-2372
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Wachovia Bank,     $ 100,000,000  Wachovia Bank, N.A.     Wachovia Bank, N.A.
N.A.                              191 Peachtree Street,   191 Peachtree Street,
                                  N.E.                    N.E.
                                  MC: GA3940              MC: GA3940
                                  Atlanta, GA 30303       Atlanta, GA 30303
                                  Attn: Karen McClain     Attn: Karen McClain
                                  T: (404) 332-6555       T: (404) 332-6555
                                  F: (404) 332-5016       F: (404) 332-5016
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Bank One, NA       $ 50,000,000   Bank One, NA            Bank One, NA
                                  1 Bank One Plaza        1 Bank One Plaza
                                  Chicago, IL 60670       Chicago, IL 60670
                                  Attn: Greg Sjullie      Attn: Greg Sjullie
                                  T: (312) 732-8872       T: (312) 732-8872
                                  F: (312) 732-3885       F: (312) 732-3885
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Credit Suisse      $ 50,000,000   Credit Suisse First     Credit Suisse First
First Boston                      Boston                  Boston
                                  11 Madison Avenue       11 Madison Aveune
                                  New York, NY            New York, NY
                                  10010-3629              10010-3629
                                  Attn:  Robert Finney    Attn:  Robert Finney
                                  T:  (212) 325-9038      T:  (212) 325-9038
                                  F:  (212) 325-8319      F:  (212) 325-8319
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Dresdner Bank      $ 50,000,000   Dresdner Bank           Dresdner Bank
AG, New York and                  75 Wall Street          75 Wall Street
Grand Cayman                      New York, NY 10005      New York, NY 10005
Branches                          Attn: Ken Hamilton      Attn: Ken Hamilton
                                  T: (212) 429-3201       T: (212) 429-3201
                                  F: (212) 429-2524       F: (212) 429-2524
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Revolving          $ 50,000,000   Morgan Guaranty Trust   Morgan Guaranty Trust
Commitment                        Company of New York     Company of New York
Vehicle                           60 Wall Street          60 Wall Street
Corporation                       New York, NY           New York, NY 10260-0060
                                  10260-0060              Attn: Mike Lobdell
                                  Attn: Mike Lobdell      T: (212) 648-7642
                                  T: (212) 648-7642       F: (212) 648-5895
                                  F: (212) 648-5895
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Mellon Bank        $ 50,000,000   Mellon Bank             Mellon Bank
                                  One Mellon Bank Center  One Mellon Bank Center
                                  Pittsburgh, PA          Pittsburgh, PA
                                  15258-0001              15258-0001
                                  Attn: Daniel Lenckos    Attn: Daniel Lenckos
                                  T: (412) 234-0733       T: (412) 234-0733
                                  F: (412) 236-1914       F: (412) 236-1914
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

PNC Bank, N.A.     $ 50,000,000   PNC Bank, N.A.          PNC Bank, N.A.
                                  One PNC Plaza           One PNC Plaza
                                  249 Fifth Avenue        249 Fifth Avenue
                                  Pittsburgh, PA 15222    Pittsburgh, PA 15222
                                  Attn: Marc Kennedy      Attn: Marc Kennedy
                                  T: (412) 762-6547       T: (412) 762-6547
                                  F: (412) 762-6484       F: (412) 762-6484
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

ABN AMRO Bank,     $ 25,000,000   ABN AMRO Bank N.V.      ABN AMRO Bank N.V.
N.V.                              208 South LaSalle       208 South LaSalle St.,
                                  St., Suite 1500         Suite 1500
                                  Chicago, IL 60604-1003  Chicago, IL 60604-1003
                                  Attn: Loan              Attn: Loan
                                  Administration          Administration
                                  T: (312) 992-5160       T: (312) 992-5160
                                  F: (312) 992-5155       F: (312) 992-5155
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Banca              $ 25,000,000   Banca Commerciale       Banca Commerciale
Commerciale                       Italiana                Italiana
Italiana, New                     One William Street      One William Street
York                              New York, NY 10004      New York, NY 10004
                                  Attn: John Michalisin   Attn: John Michalisin
                                  T: (212) 607-3918       T: (212) 607-3918
                                  F: (212) 809-2124       F: (212) 809-2124
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Barclays Bank PLC  $ 25,000,000   Barclays Bank PLC       Barclays Bank PLC
                                  222 Broadway            222 Broadway
                                  New York, NY  10038     New York, NY  10038
                                  Attn: Christina         Attn: Christina
                                  Challenger-Batiz        Challenger-Batiz
                                  T:  (212) 412-3701      T:  (212) 412-3701
                                  F:  (212) 412-5306      F:  (212) 412-5306
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

The Fuji Bank,     $ 25,000,000   The Fuji Bank, Ltd. -   The Fuji Bank, Ltd. -
Ltd. - New York                   New York Branch         New York Branch
Branch                            Two World Trade Center  Two World Trade Center
                                  New York, NY           New York, NY 10048-0042
                                  10048-0042              Attn: Chigosa Tada
                                  Attn: Chigosa Tada      T:  (212) 898-2067
                                  T:  (212) 898-2067      F:  (212) 912-0516
                                  F:  (212) 912-0516
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

Merrill Lynch      $ 25,000,000   Merrill Lynch           Merrill Lynch
Bank USA                          World Financial Center  World Financial Center
                                  New York, NY           New York, NY 10281-1307
                                  10281-1307              Attn: Wylie Collins
                                  Attn: Wylie Collins     T: (212) 449-4913
                                  T: (212) 449-4913       F: (212) 449-2760
                                  F: (212) 449-2760
------------------ -------------- ----------------------- ----------------------
------------------ -------------- ----------------------- ----------------------

San Paolo IMI      $ 25,000,000   San Paolo IMI Bank      San Paolo IMI Bank
Bank                              245 Park Avenue         245 Park Avenue
                                  New York, NY 10167      New York, NY 10167
                                  Attn: Glen Binder       Attn: Glen Binder
                                  T: (212) 692-3016       T: (212) 692-3016
                                  F: (212) 692-3178       F: (212) 692-3178
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Standard           $ 25,000,000   Standard Chartered     Standard Chartered Bank
Chartered Bank                    Bank                    7 World Trade Center
                                  7 World Trade Center    New York, NY 10167
                                  New York, NY 10167      Attn: Shafiq Rahman
                                  Attn: Shafiq Rahman     T: (212) 667-0336
                                  T: (212) 667-0336       F: (212) 667-0193
                                  F: (212) 667-0193
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State Street       $ 25,000,000   State Street Bank and   State Street Bank and
Bank and Trust                    Trust Company           Trust Company
Company                           2 Avenue De Lafayette   2 Avenue De Lafayette
                                  Boston, MA  02111       Boston, MA  02111
                                  Attn:  Ms. C.           Attn:  Ms. C. Jaynelle
                                  Jaynelle Landy, T:      Landy, T:  (617)
                                  (617) 662-3677          662-3677
                                  F:  (617) 662-4201      F:  (617) 662-4201
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UBS AG, Stamford   $ 25,000,000   UBS AG, Stamford       UBS AG, Stamford Branch
Branch                            Branch                  677 Washington Blvd.
                                  677 Washington Blvd.    Stamford, CT 06901
                                  Stamford, CT 06901      Attn: Gregory Raue
                                  Attn: Gregory Raue      T: (203) 719-3896
                                  T: (203) 719-3896       F: (203) 719-3898
                                  F: (203) 719-3898
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Wells Fargo        $ 25,000,000   Wells Fargo Bank,       Wells Fargo Bank,
Bank, National                    National Association    National Association
Association                       1445 Ross Avenue, 4th   1445 Ross Avenue, 4th
                                  Floor                   Floor
                                  Dallas, TX  75202       Dallas, TX  75202
                                  Attn:  Scott D. Bjelde  Attn:  Scott D. Bjelde
                                  T:  (512) 336-9153      T:  (512) 336-9153
                                  F:  (512) 336-9154      F:  (512) 336-9154
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TOTAL OF         $ 1,250,000,000

COMMITMENTS