<PAGE>
                                                                   EXHIBIT 10.25


                                                                  EXECUTION COPY
================================================================================


                                 US $315,000,000
                           SECOND AMENDED AND RESTATED
                            364-DAY CREDIT AGREEMENT


                          Dated as of October 11, 2002


                                      among


                                 POPULAR, INC.,


                          POPULAR NORTH AMERICA, INC.,


                            THE LENDERS NAMED HEREIN,


                              JPMORGAN CHASE BANK,


                             as Administrative Agent


                                       and


                       LASALLE BANK NATIONAL ASSOCIATION,


                              as Syndication Agent


                            JPMORGAN SECURITIES INC.


                       as advisor, arranger and bookrunner

================================================================================
                                                        [CS&M Ref. No. 6700-751]


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>            <C>                                                           <C>


                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  Defined Terms....................................................1
SECTION 1.02.  Terms Generally.................................................13
SECTION 1.03.  Certain Date References.........................................13


                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01.  Commitments.....................................................13
SECTION 2.02.  Loans  13
SECTION 2.03.  Competitive Bid Procedure.......................................15
SECTION 2.04.  Borrowing Procedure.............................................17
SECTION 2.05.  Interest Elections..............................................18
SECTION 2.06.  Termination and Reduction of Commitments........................19
SECTION 2.07.  Evidence of Debt; Repayment of Loans............................19
SECTION 2.08.  Prepayment......................................................20
SECTION 2.09.  Fees   21
SECTION 2.10.  Interest on Loans...............................................22
SECTION 2.11.  Default Interest................................................22
SECTION 2.12.  Alternate Rate of Interest......................................23
SECTION 2.13.  Reserve Requirements; Change in Circumstances...................23
SECTION 2.14.  Change in Legality..............................................24
SECTION 2.15.  Indemnity 25
SECTION 2.16.  Payments  25
SECTION 2.17.  Pro Rata Treatment..............................................26
SECTION 2.18.  Sharing of Setoffs..............................................26
SECTION 2.19.  Taxes  27
SECTION 2.20.  Assignment of Commitments Under Certain Circumstances...........30
SECTION 2.21.  Cross Guaranty..................................................31
SECTION 2.22.  Extension of Termination Date...................................32
SECTION 2.23.  Increase in Commitments.........................................33


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  Organization; Powers............................................35
SECTION 3.02.  Authorization...................................................35
SECTION 3.03.  Enforceability..................................................35
SECTION 3.04.  Governmental Approvals..........................................36
</TABLE>

<PAGE>


                                                                              ii


<TABLE>
<S>            <C>                                                           <C>

SECTION 3.05.  Financial Statements............................................36
SECTION 3.06.  No Material Adverse Change......................................36
SECTION 3.07.  Title to Properties; Possession Under Leases....................36
SECTION 3.08.  Subsidiaries....................................................36
SECTION 3.09.  Litigation; Compliance with Laws................................37
SECTION 3.10.  Agreements......................................................37
SECTION 3.11.  Federal Reserve Regulations.....................................37
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act......37
SECTION 3.13.  Use of Proceeds.................................................38
SECTION 3.14.  Tax Returns.....................................................38
SECTION 3.15.  No Material Misstatements.......................................38
SECTION 3.16.  Employee Benefit Plans..........................................38
SECTION 3.17.  Environmental and Safety Matters................................38
SECTION 3.18.  Capital Commitments.............................................38


                                   ARTICLE IV

                              CONDITIONS OF LENDING

SECTION 4.01.  All Credit Events...............................................39
SECTION 4.02.  First Credit Event..............................................39


                                 ARTICLE V

                           AFFIRMATIVE COVENANTS

SECTION 5.01.  Existence; Businesses and Properties............................41
SECTION 5.02.  Insurance 41
SECTION 5.03.  Obligations and Taxes...........................................41
SECTION 5.04.  Financial Statements, Reports, etc..............................42
SECTION 5.05.  Litigation and Other Notices....................................43
SECTION 5.06.  Employee Benefits...............................................44
SECTION 5.07.  Maintaining Records; Access to Properties and Inspections.......44
SECTION 5.08.  Use of Proceeds.................................................44
SECTION 5.09.  Continuance of Business.........................................44
SECTION 5.10.  Compliance with Regulatory Standards............................45
SECTION 5.11.  Capital Requirements............................................45


                                ARTICLE VI

                            NEGATIVE COVENANTS

SECTION 6.01.  Liens  45
SECTION 6.02.  Sale and Lease-Back Transactions................................46
SECTION 6.03.  Mergers, Consolidations, Sales of Assets........................46
SECTION 6.04.  Business of Borrowers and Subsidiaries..........................47
SECTION 6.05.  Consolidated Tangible Net Worth.................................47
SECTION 6.06.  Ratio of Long-Term Indebtedness to Total Capitalization.........47
SECTION 6.07.  Non-Performing Assets...........................................47
</TABLE>

<PAGE>


                                                                             iii



<TABLE>
<S>            <C>                                                           <C>
SECTION 6.08.  Double Leverage.................................................47


                                ARTICLE VII

EVENTS OF DEFAULT .............................................................41



                               ARTICLE VIII

THE ADMINISTRATIVE AGENT ......................................................44



                                ARTICLE IX

                               MISCELLANEOUS

SECTION 9.01.  Notices.........................................................53
SECTION 9.02.  Survival of Agreement...........................................53
SECTION 9.03.  Binding Effect..................................................53
SECTION 9.04.  Successors and Assigns..........................................54
SECTION 9.05.  Expenses; Indemnity.............................................57
SECTION 9.06.  Right of Setoff.................................................58
SECTION 9.07.  Applicable Law..................................................58
SECTION 9.08.  Waivers; Amendment..............................................58
SECTION 9.09.  Interest Rate Limitation........................................59
SECTION 9.10.  Entire Agreement................................................59
SECTION 9.11.  WAIVER OF JURY TRIAL............................................59
SECTION 9.12.  Severability....................................................60
SECTION 9.13.  Counterparts....................................................60
SECTION 9.14.  Headings........................................................60
SECTION 9.15.  Jurisdiction; Consent to Service of Process.....................60
SECTION 9.16.  Confidentiality.................................................61
</TABLE>




<PAGE>


                                                                              iv

                             EXHIBITS AND SCHEDULES



Exhibit A        Form of Assignment and Acceptance
Exhibit B        Form of Opinion of Borrowers' Counsel
Exhibit C        Form of Request for Extension of Termination Date


Schedule 2.01    Commitments
Schedule 3.08    Subsidiaries
Schedule 3.09    Litigation; Compliance with Laws
Schedule 6.01    Liens


<PAGE>

                                    SECOND AMENDED AND RESTATED CREDIT
                           AGREEMENT, dated as of October 11, 2002, among
                           Popular, Inc., a Puerto Rico corporation ("Popular"),
                           Popular North America, Inc., a Delaware corporation
                           ("Popular North America"), and together with Popular,
                           the "Borrowers"), the financial institutions from
                           time to time party hereto, initially consisting of
                           those listed on Schedule 2.01 (the "Lenders"),
                           JPMorgan Chase Bank, a New York banking corporation
                           formerly named The Chase Manhattan Bank, as agent (in
                           such capacity, the "Administrative Agent") for the
                           Lenders and LaSalle Bank National Association, as
                           Syndication Agent.


                  The Borrowers, the Lenders and the Administrative Agent are
parties to a Credit Agreement dated as of October 29, 1998, as amended on
October 18, 1999, October 13, 2000 and October 12, 2001 (the "Original Amended
Credit Agreement"), and have agreed, subject to the conditions set forth in
Section 4.02, to amend and restate the Original Amended Credit Agreement in the
form of this Second Amended and Restated Credit Agreement.

                  The Borrowers have requested the Lenders to extend credit in
the form of Revolving Loans (such term and each other capitalized term used but
not defined herein having the meaning given it in Article I) at any time and
from time to time prior to the Termination Date, in an aggregate principal
amount at any time outstanding not in excess of $315,000,000, as such amount may
be increased pursuant to Section 2.23. The Borrowers have requested the Lenders
to provide a procedure pursuant to which a Borrower may invite the Lenders to
bid on an uncommitted basis on short-term borrowings by such Borrower. The
proceeds of the Loans are to be used for general corporate purposes, including
commercial paper back-up.

                  The Lenders are willing to extend such credit to the Borrowers
on the terms and subject to the conditions set forth herein. Accordingly, the
parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:

                  "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

                  "ABR Loan" shall mean any Loan bearing interest at the
Alternate Base Rate in accordance with the provisions of Article II.


<PAGE>
                                                                               2


                  "Administrative Agent Fees" shall have the meaning assigned to
such term in Section 2.09(d).

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

                  "Affiliate" shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
person specified.

                  "Aggregate Revolving Credit Exposure" shall mean the aggregate
amount of the Lenders' Revolving Credit Exposures.

                  "Alternate Base Rate" shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the preceding sentence, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment.

                  "Applicable Rate" shall mean:

                  (a) with respect to any Eurodollar Loan (other than any
Eurodollar Competitive Loan), or with respect to the Facility Fees, the
Applicable Rate set forth below under the caption "LIBOR Spread" or "Facility
Fee", as the case may be, based upon the ratings by S&P and Moody's,
respectively, applicable on such date to the Index Debt:

<TABLE>
<CAPTION>
        ============ ======================== =========== =================
                     Ratings                  Facility    LIBOR
                     (S&P/Moody's)            Fee (bp)    Spread (bp)
        ------------ ------------------------ ----------- -----------------
        <S>          <C>                      <C>         <C>
        Category 1   A/A2 or Higher           10.00       25.00
        ------------ ------------------------ ----------- -----------------
        Category 2   A-/A3                    12.50       30.00
        ------------ ------------------------ ----------- -----------------
        Category 3   BBB+/Baa1                15.00       47.50
        ------------ ------------------------ ----------- -----------------
        Category 4   BBB/Baa2                 20.00       55.00
        ------------ ------------------------ ----------- -----------------
        Category 5   BBB-/Baa3                25.00       75.00
                     or lower
        ============ ======================== =========== =================
</TABLE>

<PAGE>
                                                                               3


For purposes of the foregoing, (i) if S&P or Moody's shall not have in effect a
rating for the Index Debt (other than by reason of the circumstances referred to
in the last sentence of this definition), then such rating agency shall be
deemed to have established a rating in Category 5; (ii) if the ratings
established or deemed to have been established by S&P and Moody's for the Index
Debt shall fall within different Categories, the Applicable Rate shall be based
on (A) if the ratings are in adjacent categories, the higher of the two ratings
and (B) if the ratings are in non-adjacent categories, the rating immediately
below the higher of the two ratings; and (iii) if the ratings established or
deemed to have been established by S&P and Moody's for the Index Debt shall be
changed (other than as a result of a change in the rating system of such rating
agency), such change shall be effective as of the date on which it is first
announced by the applicable rating agency. Each change in the Applicable Rate
shall apply during the period commencing on the effective date of such change
and ending on the date immediately preceding the effective date of the next such
change. If the rating system of S&P or Moody's shall change, or if any such
rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrowers and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
non-availability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined
using the rating of such rating agency most recently in effect prior to such
change or cessation.

                  (b) with respect to the Utilization Fee, a rate equal to (i)
if the commercial paper of Popular is rated at least A2 by S&P and at least P2
by Moody's, 15.00 basis points, and (ii) otherwise, 25.00 basis points.

                  (c) with respect to the Term Out Fee, a rate equal to (i) if
the commercial paper of Popular is rated at least A2 by S&P and at least P2 by
Moody's, 25.00 basis points, and (ii) otherwise, 75.00 basis points.

                  "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an assignee, and accepted by the
Administrative Agent, in the form of Exhibit A or such other form as shall be
approved by the Administrative Agent.

                  "Availability Period" means the period from and including the
Closing Date to but excluding the earlier of the Termination Date and the date
of termination of the Commitments in accordance with the terms of the Agreement.

                  "Banco Popular" shall mean the Banco Popular de Puerto Rico, a
Puerto Rico bank.

                  "Bank Regulatory Authority" shall mean the Board of Governors
of the Federal Reserve System, the Comptroller of the Currency, the Federal
Deposit Insurance Corporation and all other relevant bank regulatory authorities
(including relevant state bank regulatory authorities).

                  "Bank Subsidiary" shall mean any Subsidiary that is a
commercial bank, banking corporation, savings and loan association, savings
bank, trust company or Edge Act corporation.

                  "Board" shall mean the Board of Governors of the Federal
Reserve System of the United States.

<PAGE>
                                                                               4


                  "Borrowing" shall mean a group of Loans of a single Type made
by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or
Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a
single date and as to which a single Interest Period is in effect.

                  "Borrowing Request" shall mean a request by a Borrower in
accordance with the terms of Section 2.04.

                  "Business Day" shall mean any day other than a Saturday,
Sunday or day on which banks in New York City are authorized or required by law
to close; provided, however, that (i) when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in Dollar deposits in the London interbank market and (ii)
when used in Sections 2.03 and 2.04, the Term "Business Day" shall also exclude
any day on which banks in Puerto Rico are authorized or required by law to
close.

                  "Capital Commitment" shall mean any commitment to the Federal
Deposit Insurance Corporation, the Resolution Trust Corporation, the Director of
the Office of Thrift Supervision, the Comptroller of the Currency, or the Board,
or their predecessors or successors, to maintain the capital of an insured
depository institution.

                  "Capital Lease Obligations" of any person shall mean the
obligations of such person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  A "Change in Control" shall be deemed to have occurred if (a)
any person or group (within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934 as in effect on the date hereof) shall own directly or indirectly,
beneficially or of record, shares representing more than 25% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
Popular; (b) a majority of the seats (other than vacant seats) on the board of
directors of a Borrower shall at any time have been occupied by persons who were
neither (i) nominated by the board of directors of a Borrower, nor (ii)
appointed by directors so nominated; (c) Popular shall cease to own, directly or
indirectly, all of the outstanding and issued voting stock of Popular North
America; (d) Popular shall cease to own, directly or indirectly, all of the
outstanding and issued capital stock of Banco Popular (other than directors'
qualifying shares); or (e) any person or group shall otherwise directly or
indirectly control Popular.

                  "Closing Date" shall mean October 11, 2002.

                  "Code" shall mean the Internal Revenue Code of 1986, as the
same may be amended from time to time.

                  "Commitment" shall mean, with respect to any Lender, such
Lender's Revolving Credit Commitment.

                  "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

<PAGE>
                                                                               5


                  "Competitive Bid Accept/Reject Letter" shall mean a
notification made by a Borrower pursuant to Section 2.03(d) in a form approved
by the Administrative Agent.

                  "Competitive Bid Rate" shall mean, as to any Competitive Bid
made by a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar
Loan, the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of
interest offered by the Lender making such Competitive Bid.

                  "Competitive Bid Request" shall mean a request made pursuant
to Section 2.03 in a form approved by the Administrative Agent.

                  "Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted by a Borrower under
the bidding procedure described in Section 2.03.

                  "Competitive Loan" shall mean a Loan from a Lender to a
Borrower pursuant to the bidding procedure described in Section 2.03. Each
Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

                  "Consolidated Net Worth" shall mean at any date the Net Worth
of Popular and its consolidated Subsidiaries on such date, determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Tangible Net Worth" shall mean, at any date, (a)
Consolidated Net Worth at such date minus (b) with respect to Popular and its
Subsidiaries (determined on a consolidated basis in accordance with GAAP), the
book value of all Intangibles reflected in clause (a) above.

                  "Control" shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.

                  "Credit Event" shall have the meaning assigned to such term in
Section 4.01.

                  "Default" shall mean any event or condition which upon notice,
lapse of time or both would constitute an Event of Default.

                  "Dollars" or "$" shall mean lawful money of the United States
of America.

                  "Equity Investments in Subsidiaries" shall mean, at any date,
Popular's aggregate equity investments in the Subsidiaries, determined in
accordance with GAAP.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended from time to time.

                  "ERISA Affiliate" shall mean any trade or business (whether or
not incorporated) that, together with a Borrower, is treated as a single
employer under Section 414 of the Code.

<PAGE>
                                                                               6



                  "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

                  "Eurodollar Competitive Borrowing" shall mean a Borrowing
comprised of Eurodollar Competitive Loans.

                  "Eurodollar Competitive Loan" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

                  "Eurodollar Loan" shall mean any Eurodollar Revolving Loan or
Eurodollar Competitive Loan.

                  "Eurodollar Revolving Credit Borrowing" shall mean a Borrowing
comprised of Eurodollar Revolving Loans.

                  "Eurodollar Revolving Loan" shall mean any Revolving Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

                  "Event of Default" shall have the meaning assigned to such
term in Article VII.

                  "Facility Fee" shall have the meaning assigned to such term in
Section 2.09(a).

                  "Federal Funds Effective Rate" shall mean, for any day, 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 on the next succeeding 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 the day of such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

                  "Fee Letter" shall mean the Fee Letter dated September 11,
2002, among the Borrowers, the Administrative Agent and J.P. Morgan Securities
Inc.

                  "Fees" shall mean the Facility Fees, the Utilization Fees,
Term Out Fees, the Administrative Agent Fees and the Participation Fees.

                  "Financial Officer" of any corporation shall mean the chief
financial officer, principal accounting officer, treasurer or controller of such
corporation.

                  "Fixed Rate Borrowing" shall mean a Borrowing comprised of
Fixed Rate Loans.

                  "Fixed Rate Loan" shall mean any Competitive Loan bearing
interest at a fixed percentage rate per annum (expressed as a number of basis
points to no more than four decimal places) specified by the Lender making such
Loan in its Competitive Bid.

<PAGE>
                                                                               7


                  "GAAP" shall mean generally accepted accounting principles
applied on a consistent basis.

                  "Governmental Authority" shall mean any Federal, state, local
or foreign court or governmental agency, authority, instrumentality or
regulatory body.

                  "Guarantee" of or by any person shall mean any obligation,
contingent or otherwise, of such person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor
so as to enable the primary obligor to pay such Indebtedness; provided, however,
that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.

                  "Guarantors" shall mean the Borrowers, in their capacity as
guarantors under Section 2.21.

                  "Indebtedness" of any person shall mean, without duplication,
(a) all obligations of such person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such person evidenced
by bonds, debentures, notes or similar instruments, (c) all obligations of such
person upon which interest charges are customarily paid, (d) all obligations of
such person under conditional sale or other title retention agreements relating
to property or assets purchased by such person, (e) all obligations of such
person issued or assumed as the deferred purchase price of property or services
(excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
person, whether or not the obligations secured thereby have been assumed, (g)
all Guarantees by such person of Indebtedness of others, (h) all Capital Lease
Obligations of such person and (i) all obligations of such person as an account
party in respect of letters of credit and bankers' acceptances, excluding (in
all cases) (x) liabilities of any Bank Subsidiary that constitute "deposits"
within the meaning of Section 3(i) of the Federal Deposit Insurance Act, as
amended, and (y) repurchase agreements entered into in the ordinary course of
business with a maturity of less than one year. The Indebtedness of any person
shall include the Indebtedness of any partnership in which such person is a
general partner.

                  "Index Debt" shall mean the senior, unsecured, non-credit
enhanced, long-term indebtedness for borrowed money of Popular.

                  "Intangibles" shall mean with respect to any person at any
date the amount of all assets of such person that would be classified as
intangible assets in accordance with GAAP, but in any event including
unamortized debt discount and expense, unamortized organization and
reorganization expense, costs in excess of the net asset value of acquired
companies, patents, copyrights, trade or service marks, franchises, trade names,
goodwill and the amount of any write-up in the book value of any assets
resulting from any revaluation

<PAGE>
                                                                               8


thereof (other than (a) revaluations of tangible assets arising out of purchase
accounting adjustments, (b) revaluations arising out of foreign currency
valuations in accordance with GAAP, and (c) revaluations pursuant to the
Statement of Financial Accounting Standards No. 115).

                  "Interest Payment Date" shall mean, with respect to any Loan,
the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each day that would have been an
Interest Payment Date had successive Interest Periods of three months' duration
been applicable to such Borrowing, and, in addition, the date of any refinancing
of such Borrowing with a Borrowing of a different Type.

                  "Interest Period" shall mean (a) as to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending on the numerically corresponding day (or, if
there is no numerically corresponding day, on the last day) in the calendar
month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, (b) as
to any ABR Borrowing, the period commencing on the date of such Borrowing or on
the last day of the immediately preceding Interest Period applicable to such
Borrowing, as the case may be, and ending on the earliest of (i) the next
succeeding March 31, June 30, September 30 or December 31, (ii) the Maturity
Date and (iii) the date such Borrowing is prepaid in accordance with Section
2.08 and (c) as to any Fixed Rate Borrowing, the period commencing on the date
of such Borrowing and ending on the date specified in the Competitive Bids in
which the offer to make the Fixed Rate Loans comprising such Borrowing were
extended, which shall not be earlier than seven days after the date of such
Borrowing or later than 360 days after the date of such Borrowing; provided,
however, that if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of a Eurodollar Borrowing only, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day. Interest shall accrue from
and including the first day of an Interest Period to but excluding the last day
of such Interest Period.

                  "LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing, the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at
which Dollar deposits approximately equal in principal amount to (i) in the case
of a Revolving Credit Borrowing, the Administrative Agent's portion of such
Eurodollar Borrowing and (ii) in the case of a Competitive Borrowing, a
principal amount that would have been the Administrative Agent's portion of such
Competitive Borrowing had such Competitive Borrowing been a Revolving Credit
Borrowing, and for a maturity comparable to such Interest Period are offered to
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

                  "Lien" shall mean, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest
in or on such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

                  "Loan Documents" shall mean this Agreement, the Notes and the
Fee Letter.

<PAGE>
                                                                               9


                  "Loans" shall mean the Revolving Loans and the Competitive
Loans.

                  "Long-Term Indebtedness" shall mean, at any date, all
Indebtedness of Popular and the consolidated Subsidiaries outstanding as of such
date that does not mature or that is treated on the consolidated financial
statements of Popular as not maturing, or otherwise come due and payable, within
one year of such date.

                  "Margin" shall mean, as to any Eurodollar Competitive Loan,
the margin (expressed as a number of basis points per annum in the form of a
decimal to no more than four decimal places) to be added to or subtracted from
the LIBO Rate in order to determine the interest rate applicable to such Loan,
as specified in the Competitive Bid relating to such Loan.

                  "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

                  "Material Adverse Effect" shall mean (a) a materially adverse
effect on the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrowers and the Subsidiaries taken as a whole, (b) material
impairment of the ability of any Borrower to perform any of its obligations
under any Loan Document to which it is or will be a party or (c) material
impairment of the rights of or benefits available to the Lenders under any Loan
Document.

                  "Maturity Date" shall mean the first anniversary of the
Termination Date (as the Termination Date may be extended pursuant to Section
2.22).

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which a Borrower or any ERISA
Affiliate (other than one considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Code Section 414) 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.

                  "Net Worth" with respect to any person at any date shall mean
(i) all amounts which would be included under shareholders' equity on a balance
sheet of such person, as of such date, determined in accordance with GAAP, less
(ii) such person's treasury stock (to the extent included in clause (i) above).

                  "Nonperforming Assets" shall mean, at any date, the sum, for
Popular and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) of the following: (a) loans that are at
least 90 days past-due as to principal or interest; (b) loans that are required
to have been placed on nonaccrual status by the relevant Bank Regulatory
Authority for Popular or its Subsidiaries; (c) loans that bear a rate of
interest that has been reduced below market rates due to the deteriorating
financial condition of a borrower; and (d) assets that have been acquired in
satisfaction of indebtedness or have been classified as "in-substance
foreclosures".

                  "Note" shall mean a promissory note delivered pursuant to
Section 9.04(h).

<PAGE>
                                                                              10


                  "Obligations" shall have the meaning assigned to such term in
the first paragraph of Section 2.21.

                  "Original Amended Credit Agreement" shall have the meaning
specified in the preamble.

                  "Participation Fee" shall have the meaning assigned to such
term in Section 2.09(e).

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA.

                  "person" shall mean any natural person, corporation, business,
trust, joint venture, association, company, partnership or government or any
agency or political subdivision thereof.

                  "Plan" shall mean any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code that is maintained for current or former employees, or
any beneficiary thereof, of a Borrower or any ERISA Affiliate.

                  "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by the Administrative Agent as its prime
rate in effect at its principal office in New York City; each change in the
Prime Rate shall be effective on the date such change is publicly announced as
being effective.

                  "Register" shall have the meaning given such term in Section
9.04(d).

                  "Regulation U" shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "Regulation X" shall mean Regulation X of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "Regulation Y" shall mean Regulation Y of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "Reportable Event" shall mean any reportable event as defined
in Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

                  "Required Lenders" shall mean, at any time, Lenders having
Revolving Credit Commitments representing greater than 50% of the sum of all
Revolving Credit Commitments at such time or, for purposes of acceleration
pursuant to clause (ii) of Article VII, Lenders having Loans and unused
Revolving Credit Commitments representing greater than 50% of the sum of all
Loans outstanding and unused Revolving Credit Commitments.

                  "Responsible Officer" of any corporation shall mean any
executive officer or Financial Officer of such corporation and any other officer
or similar official thereof responsible for the administration of the
obligations of such corporation in respect of this Agreement.

<PAGE>
                                                                              11


                  "Revolving Credit Borrowing" shall mean a Borrowing comprised
of Revolving Loans.

                  "Revolving Credit Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to make Revolving Loans hereunder as set
forth in Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender assumed its Revolving Credit Commitment, as applicable, as the same
may be (a) reduced from time to time pursuant to Section 2.06, (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04, (c) increased from time to time pursuant to Section
2.23 and (d) extended from time to time pursuant to Section 2.22. The initial
aggregate amount of the Lenders' Revolving Credit Commitments is $315,000,000.

                  "Revolving Credit Exposure" shall mean, with respect to any
Lender at any time, the aggregate principal amount at such time of all
outstanding Revolving Loans of such Lender.

                  "Revolving Loans" shall mean the revolving loans made by the
Lenders to a Borrower pursuant to Section 2.01. Each Revolving Loan shall be a
Eurodollar Revolving Loan or an ABR Revolving Loan.

                  "Significant Subsidiary" shall mean any Subsidiary which, at
the time any determination is being made, constitutes a "significant subsidiary"
as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange
Commission, 17 C.F.R. ss. 210.1-02, as in effect on the date hereof.

                  "S&P" shall mean Standard & Poor's Ratings Group, a division
of McGraw-Hill, Inc.

                  "Subsidiary" shall mean any corporation, partnership,
association or other business entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or more than 50% of the general partnership interests are,
at the time any determination is being made, owned, controlled or held by either
Borrower, or (b) which is, at the time any determination is made, otherwise
Controlled, by either Borrower or one or more Subsidiaries of either Borrower or
by either Borrower and one or more Subsidiaries of either Borrower.

                  "Term Out Fee" shall have the meaning assigned to such term in
Section 2.09(c).

                  "Termination Date" means October 10, 2003, or, in the case of
any Lender, any later date to which the Termination Date shall have been
extended as to such Lender pursuant to Section 2.22.

                  "Total Assets" shall mean, at any date, the total assets that
would be included on a balance sheet of Popular and its Subsidiaries (determined
on a consolidated basis in accordance with GAAP) as of such date.

                  "Total Capitalization" shall mean, at any date, the sum of
Consolidated Net Worth and Long-Term Indebtedness, each determined as of such
date.

                  "Total Revolving Credit Commitment" shall mean, at any time,
the aggregate amount of the Revolving Credit Commitments, as in effect at such
time.

                  "Transactions" shall have the meaning assigned to such term in
Section 3.02.

<PAGE>
                                                                              12


                  "Type", when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the LIBO Rate and the Alternate Base Rate.

                  "Utilization Fee" shall have the meaning assigned to such term
in Section 2.09(b).

                  "Withdrawal Liability" shall mean liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that for purposes of determining compliance
with the covenants contained in Article VI, all accounting terms herein shall be
interpreted and all accounting determinations hereunder shall be made in
accordance with GAAP as in effect on the date of this Agreement and applied on a
basis consistent with the application used in the financial statements referred
to in Section 3.05.

                  SECTION 1.03. Certain Date References. All references herein
to "the date hereof" and "the date of this Agreement" shall be deemed references
to the date of this Second Amended and Restated Credit Agreement.

                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. Commitments. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each
Lender agrees, severally and not jointly, to make Revolving Loans to the
Borrowers, at any time and from time to time during the Availability Period, in
an aggregate principal amount that will not result in such Lender's Revolving
Credit Exposure exceeding such Lender's Revolving Credit Commitment (minus the
amount by which the Competitive Loans outstanding at such time shall be deemed
to have used such Commitment pursuant to Section 2.17), subject, however, to the
conditions that during the Availability Period, (i) at no time shall (A) the sum
of (x) the outstanding aggregate principal amount of all Revolving Credit Loans
made by all Lenders plus (y) the outstanding aggregate principal amount of all
Competitive Loans made by all Lenders exceed (B) the Total Revolving Credit
Commitment and (ii) at all times, the outstanding aggregate principal amount of
all Revolving Loans made by each Lender shall equal the product of (A) the
percentage which its Revolving Credit Commitment represents of the Total
Revolving Credit Commitment times (B) the outstanding aggregate principal amount
of all Revolving Loans. Within the foregoing limits, a Borrower may borrow, pay

<PAGE>
                                                                              13


or prepay and reborrow Revolving Loans, subject to the terms, conditions and
limitations set forth herein.

                  SECTION 2.02. Loans. (a) Each Revolving Loan shall be made as
part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in
accordance with their applicable Revolving Credit Commitments; provided,
however, that the failure of any Lender to make any Revolving Loan shall not in
itself relieve any other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender). Each
Competitive Loan shall be made in accordance with the procedures set forth in
Section 2.03. The Loans comprising any Borrowing shall be in an aggregate
principal amount which is (i) an integral multiple of $1,000,000 and not less
than $5,000,000 or (ii) equal to the remaining available balance of the
applicable Commitments.

                  (b) Subject to Sections 2.12 and 2.14, each Competitive
Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed
Rate Loans, and each other Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request pursuant to Section 2.03 or 2.04,
as applicable. Each Lender may at its option make any Eurodollar Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of a
Borrower to repay such Loan in accordance with the terms of this Agreement.
Borrowings of more than one Type may be outstanding at the same time; provided,
however, that a Borrower shall not be entitled to request any Borrowing which,
if made, would result in more than five Eurodollar Borrowings outstanding
hereunder at any time. For purposes of the foregoing, Borrowings having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Borrowings.

                  (c) Subject to paragraph (f) below, each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer to such account as the Administrative Agent may designate in federal
funds not later than 11:00 a.m., New York City time, and the Administrative
Agent shall by 12:00 (noon), New York City time, credit the amounts so received
to an account with the Administrative Agent designated by the applicable
Borrower in the applicable Borrowing Request or Competitive Bid Request, which
account must be in the name of the Borrower or, if a Borrowing shall not occur
on such date because any condition precedent herein specified shall not have
been met, return the amounts so received to the respective Lenders.

                  (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 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 paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the applicable Borrower
severally agree to repay to the Administrative Agent, in the case of such
Lender, forthwith on demand and, in the case of the applicable Borrower, within
two Business Days of demand, such corresponding amount together with interest
thereon, for each day from the date such amount is made available to such
Borrower until the date such amount is repaid to the Administrative Agent at (i)
in the case of such Borrower, the interest rate applicable at the time to the
Loans comprising such Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its cost of overnight or
short-term funds (which determination shall be conclusive absent manifest
error). If such Lender shall repay

<PAGE>
                                                                              14


to the Administrative Agent such corresponding amount, such amount shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement.

                  (e) Notwithstanding any other provision of this Agreement, a
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

                  (f) A Borrower may refinance all or any part of a Borrowing
with another Borrowing, subject to the conditions and limitations set forth in
this Agreement (including the condition that the Aggregate Revolving Credit
Exposure after giving effect thereto will not exceed the Total Revolving Credit
Commitment). Any Borrowing or part thereof so refinanced shall be deemed to be
repaid or prepaid in accordance with the applicable provisions of this Agreement
with the proceeds of the new Borrowing, and the proceeds of such new Borrowing,
to the extent they do not exceed the principal amount of the Borrowing being
refinanced, shall not be paid by the Lenders to the Administrative Agent or by
the Administrative Agent to such Borrower pursuant to paragraph (c) above.

                  SECTION 2.03. Competitive Bid Procedure. (a) In order to
request Competitive Bids, a Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Competitive Bid Request (i) in the case of
a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City
time, four Business Days before the proposed date of such Borrowing and (ii) in
the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City
time, one Business Day before the proposed date of such Borrowing. A Competitive
Bid Request shall not be made within five Business Days after the date of any
previous Competitive Bid Request. No ABR Loan shall be requested in, or made
pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not
conform to a form approved by the Administrative Agent may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the applicable
Borrower of such rejection as promptly as practicable. Each Competitive Bid
Request shall refer to this Agreement and specify (i) whether the Borrowing
being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; (ii)
the date of such Borrowing (which shall be a Business Day); (iii) the number and
the location of the account to which funds are to be disbursed (which shall be
an account that complies with the requirements of Section 2.02(c)); (iv) the
aggregate principal amount of such Borrowing, which shall be a minimum of
$5,000,000 and an integral multiple of $1,000,000; and (v) the Interest Period
with respect thereto (which may not end after the Maturity Date). Promptly after
its receipt of a Competitive Bid Request that is not rejected, the
Administrative Agent shall by telecopy in a form approved by the Administrative
Agent inviting the Lenders to submit Competitive Bids.

                  (b) Each Lender may make one or more Competitive Bids to the
applicable Borrower in response to a Competitive Bid Request. Each Competitive
Bid by a Lender must be received by the Administrative Agent by telecopy in a
form approved by the Administrative Agent, (i) in the case of a Eurodollar
Competitive Borrowing, not later than 9:30 a.m., New York City time, three
Business Days before the proposed date of such Competitive Borrowing, and (ii)
in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City
time, on the proposed date of such Competitive Borrowing. Competitive Bids that
do not conform to the form of approved by the Administrative Agent may be
rejected by the Administrative Agent, and the Administrative Agent shall notify
the applicable Lender as promptly as practicable. Each Competitive Bid shall
refer to this Agreement and specify (x) the principal amount (which shall be a
minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal
the entire principal amount of the Competitive Borrowing requested by the
Borrower) of the Competitive Loan or Loans that the Lender is willing to make,
(y) the Competitive Bid Rate or Rates at which

<PAGE>

                                                                              15


the Lender is prepared to make such Loan or Loans and (z) the Interest Period
applicable to such Loan or Loans and the last day thereof.

                  (c) The Administrative Agent shall promptly notify the
applicable Borrower by telecopy of the Competitive Bid Rate and the principal
amount of each Competitive Loan in respect of which a Competitive Bid shall have
been made and the identity of the Lender that shall have made each bid.

                  (d) The applicable Borrower may, subject only to the
provisions of this paragraph (d), accept or reject any Competitive Bid. Such
Borrower shall notify the Administrative Agent by telephone, confirmed by
telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to
what extent it has decided to accept or reject each Competitive Bid, (x) in the
case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York
City time, three Business Days before the date of the proposed Competitive
Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30
a.m., New York City time, on the proposed date of the Competitive Borrowing;
provided, however, that (i) the failure of such Borrower to give such notice
shall be deemed to be a rejection of each Competitive Bid, (ii) such Borrower
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if
such Borrower has decided to reject a Competitive Bid made at a lower
Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids
accepted by such Borrower shall not exceed the principal amount specified in the
Competitive Bid Request, (iv) if such Borrower shall accept a Competitive Bid or
Bids made at a particular Competitive Bid Rate but the amount of such
Competitive Bid or Bids would cause the total amount to be accepted by such
Borrower to exceed the amount specified in the Competitive Bid Request, then
such Borrower shall accept a portion of such Competitive Bid or Bids in an
amount specified in the Competitive Bid Request less the amount of all other
Competitive Bids so accepted, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Bid, and (v) except pursuant to clause
(iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless
such Competitive Loan is in a minimum principal amount of $5,000,000 and an
integral multiple of $1,000,000; provided further, however, that if a
Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by such
Borrower. A notice given by any Borrower pursuant to this paragraph (d) shall be
irrevocable.

                  (e) The Administrative Agent shall promptly notify each
bidding Lender by telecopy whether or not its Competitive Bid has been accepted
(and, if so, in what amount and at what Competitive Bid Rate), and each
successful bidder will thereupon become bound, upon the terms and subject to the
conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.

                  (f) No Competitive Borrowing shall be requested or made
hereunder if after giving effect thereto any of the conditions set forth in
clause (i) of Section 2.01 would not be met.

                  (g) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the applicable Borrower at least one quarter of an hour earlier
than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (b) above.

<PAGE>
                                                                              16


                  SECTION 2.04. Borrowing Procedure. (a) In order to request a
Borrowing (other than a Competitive Loan, as to which this Section 2.04 shall
not apply), the applicable Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Borrowing Request in a form approved by
the Administrative Agent (a) in the case of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before a proposed
Borrowing, and (b) in the case of an ABR Borrowing, not later than 10:00 a.m.,
New York City time, on the day of such Borrowing; provided, however, that
Borrowing Requests with respect to Borrowings to be made on the Closing Date
may, at the discretion of the Administrative Agent, be delivered later than the
times specified above. Each Borrowing Request shall be irrevocable, signed by or
on behalf of the applicable Borrower and shall specify the following
information: (i) whether the Borrowing then being requested is to be a
Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which
shall be a Business Day), (iii) the number and location of the account to which
funds are to be disbursed (which shall be an account that complies with the
requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if
such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect
thereto; provided, however, that, notwithstanding any contrary specification in
any Borrowing Request, each requested Borrowing shall comply with the
requirements set forth in Section 2.02. If no election as to the Type of
Borrowing is specified in any such notice, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing
is specified in any such notice, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration. The Administrative Agent
shall promptly (and in any event on the same day that the Administrative Agent
receives such notice, if received by 1:00 p.m., New York City time, on such day)
advise the applicable Lenders of any notice given pursuant to this Section 2.04
(and the contents thereof), of each Lender's portion of the requested Borrowing.

                  (b) If the applicable Borrower shall not have delivered a
Borrowing Request in accordance with this Section 2.04 prior to the end of the
Interest Period then in effect for any Revolving Credit Borrowing and requesting
that such Borrowing be refinanced, then such Borrower shall (unless such
Borrower has notified the Administrative Agent, not less than three Business
Days prior to the end of such Interest Period, that such Borrowing is to be
repaid at the end of such Interest Period) be deemed to have delivered a
Borrowing Request requesting that such Borrowing be refinanced with a new
Borrowing of equivalent amount, and such new Borrowing shall be an ABR
Borrowing.

                  SECTION 2.05. Interest Elections. (a) Each Revolving Credit
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Revolving Credit Borrowing, shall have
an initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Revolving Credit
Borrowing, may elect Interest Periods therefor, all as provided in this Section.
The Borrower may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the
Loans comprising each such portion shall be considered a separate Borrowing.
This Section shall not apply to Competitive Borrowings, which may not be
converted or continued.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.04 if the Borrower
were requesting a Revolving Credit Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written

<PAGE>
                                                                              17


Interest Election Request in a form approved by the Administrative Agent and
signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Credit Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Revolving Credit Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

                  SECTION 2.06. Termination and Reduction of Commitments. (a)
Unless previously terminated, the Revolving Credit Commitments shall be
automatically terminated on the Termination Date.

                  (b) Upon at least three Business Days' prior irrevocable
written or telecopy notice to the Administrative Agent, the Borrowers may at any
time in whole permanently terminate, or from time to time in part permanently
reduce, the Revolving Credit Commitments; provided, however, that (i) each
partial reduction of the Revolving Credit Commitments shall be in an integral
multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii)
the Total Revolving Credit Commitment shall not be reduced to an amount that is
less than the sum of the Aggregate Revolving Credit Exposure and the aggregate
outstanding amount of the Competitive Loans at the time, after giving effect to
any concurrent prepayment of the Loans in accordance with Section 2.08.

<PAGE>
                                                                              18


                  (c) Each reduction in the Revolving Credit Commitments
hereunder shall be made ratably among the Lenders in accordance with their
respective Commitments. The Borrowers shall pay to the Administrative Agent for
the account of the Lenders, on the date of each termination or reduction, the
Facility Fees on the amount of the Commitments so terminated or reduced accrued
to the date of such termination or reduction.

                  SECTION 2.07. Evidence of Debt; Repayment of Loans. (a) The
outstanding principal balance of each Loan shall be payable on the Maturity
Date. Each Loan shall bear interest from the date of the first Borrowing
hereunder on the outstanding principal balance thereof as set forth in Section
2.10.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.

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

                  (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.07 shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligations of
the Borrower to repay the Loans in accordance with their terms.

                  (e) Notwithstanding any other provision of this Agreement, in
the event any Lender shall request and receive a Note payable to such Lender and
its registered assigns (which Note shall be consistent in all respects with this
Agreement), the interests represented by that Note shall at all times (including
after any assignment of all or part of such interests pursuant to Section 9.04)
be represented by one or more Notes payable to the payee named therein or its
registered assigns.

                  SECTION 2.08. Prepayment. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Borrowing (other than a
Competitive Borrowing) consisting of Loans made to such Borrower, in whole or in
part, upon at least three Business Days' prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) to the
Administrative Agent before 11:00 a.m., New York City time; provided, however,
that each partial prepayment shall be in an amount which is an integral multiple
of $1,000,000 and not less than $5,000,000. The Borrowers shall not have the
right to prepay any Competitive Borrowing.

                  (b) In the event of any termination of the Revolving Credit
Commitments prior to the Termination Date, each Borrower shall repay or prepay
all its outstanding Revolving Credit Borrowings on the date of such termination.
In the event of any partial reduction of the Revolving Credit Commitments prior
to the Termination Date, then (i) at or prior to the effective date of such
reduction, the Administrative Agent shall notify the Borrowers and the Lenders
of the Aggregate Revolving Credit Exposure and (ii) if the Aggregate Revolving
Credit Exposure would exceed the Total Revolving Credit Commitment after giving
effect to such reduction, then the Borrowers shall, on the date of

<PAGE>
                                                                              19


such reduction, repay or prepay Revolving Credit Borrowings in an amount
sufficient to eliminate such excess.

                  (c) Each notice of prepayment shall specify the prepayment
date and the principal amount of each Borrowing (or portion thereof) to be
prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay
such Borrowing by the amount stated therein on the date stated therein. All
prepayments under this Section 2.08 shall be subject to Section 2.15 but
otherwise without premium or penalty. All prepayments under this Section 2.08
shall be accompanied by accrued interest on the principal amount being prepaid
to the date of payment.

                  SECTION 2.09. Fees. (a) The Borrowers agree to pay to the
Administrative Agent for the account of each Lender a facility fee (the
"Facility Fee"), which shall accrue at the Applicable Rate on the average daily
amount of the Commitment of such Lender (whether used or unused) during the
period from and including the date hereof to but excluding the date on which
such Commitment terminates; provided that, if such Lender continues to have any
Revolving Credit Exposure after its Commitment terminates, then such Facility
Fee shall continue to accrue on the daily amount of such Lender's Revolving
Credit Exposure from and including the date on which its Commitment terminates
to but excluding the date on which such Lender ceases to have any Revolving
Credit Exposure. Accrued Facility Fees shall be payable in arrears on the last
day of March, June, September and December of each year, commencing on the first
such date to occur after the date hereof, and on the date on which the
Commitments shall have terminated and the Lenders shall have no further
Revolving Credit Exposures. All Facility Fees shall be computed on the basis of
a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (b) The Borrower shall pay to the Administrative Agent for the
account of each Lender, for each Utilization Fee Day (as defined below) for such
Lender, a utilization fee (a "Utilization Fee") on the aggregate amount of each
Lender's outstanding Loans on such day. The Utilization Fee shall accrue at the
Applicable Rate. Accrued and unpaid Utilization Fees, if any, shall be payable
on the last day of each March, June, September and December and on the date on
which the Commitments shall have terminated and no Loans shall be outstanding.
All Utilization Fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). "Utilization Fee Day" shall mean (i) as to each
Lender with an effective Commitment, each day on which the outstanding principal
amount of Loans made by all Lenders with effective Commitments shall be greater
than 50% of the aggregate Commitments, and (ii) as to each Lender the Commitment
of which has expired or been terminated, each day on which such Lender has any
Loan outstanding.

                  (c) The Borrower shall pay to the Administrative Agent for the
account of each Lender, for each Term Out Fee Day (as defined below) for such
Lender, a term out fee (a "Term Out Fee"), which shall accrue at the Applicable
Rate, on the aggregate amount of each Lender's outstanding Loans on such day.
Accrued and unpaid Term Out Fees, if any, shall be payable on the last day of
each March, June, September and December and on the date on the Maturity Date.
All Term Out Fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day). "Term Out Fee Day" shall mean as to each Lender the
Commitment of which has expired or been terminated, each day on which such
Lender has any Loan outstanding.

<PAGE>

                                                                              20


                  (d) The Borrowers agree to pay to the Administrative Agent,
for its own account, the fees set forth in the Fee Letter at the times specified
therein (the "Administrative Agent Fees").

                  (e) The Borrowers agree to pay to the Administrative Agent for
the accounts of the Lenders participation fees (the "Participation Fees") on the
Closing Date in the amounts separately agreed upon among the Borrowers and the
Administrative Agent.

                  (f) All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders. Once paid, none of the Fees shall be refundable
under any circumstances.

                  SECTION 2.10. Interest on Loans. (a) Subject to the provisions
of Section 2.11, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when determined by reference to the Prime Rate
and over a year of 360 days at all other times) at a rate per annum equal to the
Alternate Base Rate.

                  (b) Subject to the provisions of Section 2.11, the Loans
comprising each Eurodollar Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at a rate per
annum equal to (i) in the case of each Eurodollar Revolving Loan, the LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate,
and (ii) in the case of each Eurodollar Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Margin offered by the
Lender making such Loan and accepted by the applicable Borrower pursuant to
Section 2.03.

                  (c) Subject to the provisions of Section 2.11, Fixed Rate
Loans shall bear interest (computed on the basis of the actual number of days
elapsed over a year of 360 days) at a rate per annum equal to the fixed rate of
interest offered by the Lender making such Loan and accepted by the applicable
Borrower pursuant to Section 2.03.

                  (d) Interest on each Loan shall be payable on the Interest
Payment Dates applicable to such Loan except as otherwise provided in this
Agreement. The applicable Alternate Base Rate or LIBO Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error.

                  SECTION 2.11. Default Interest. If a Borrower shall default in
the payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, by acceleration or otherwise, such Borrower shall on
demand from time to time pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the sum of (i)
the Alternate Base Rate plus (ii) 2.00%.

                  SECTION 2.12. Alternate Rate of Interest. In the event, and on
each occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Administrative Agent shall
have determined that Dollar deposits in the principal amount of the Loans
comprising such Borrowing are not generally available in the London interbank
market, or that the rates at which such Dollar deposits are being offered will
not adequately and fairly reflect the cost to any Lender of making or
maintaining its Eurodollar Loan during such Interest Period, or that reasonable
means do not exist for ascertaining the LIBO Rate, the Administrative Agent
shall, as soon

<PAGE>
                                                                              21


as practicable thereafter, give written or telecopy notice of such determination
to the Borrowers and the Lenders. In the event of any such determination, until
the Administrative Agent shall have advised the Borrowers and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) any request by
a Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04
shall be deemed to be a request for an ABR Borrowing and (ii) any request by a
Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall
be of no force and effect and shall be denied by the Administrative Agent. Each
determination by the Administrative Agent hereunder shall be conclusive absent
manifest error.

                  SECTION 2.13. Reserve Requirements; Change in Circumstances.
(a) If after the date of this Agreement any change in applicable law or
regulation or in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration thereof
(whether or not having the force of law) shall change the basis of taxation of
payments to any Lender of the principal of or interest on any Eurodollar Loan or
Fixed Rate Loan made by such Lender or any Fees or other amounts payable
hereunder (other than changes in respect of taxes imposed on the overall net
income of such Lender by the jurisdiction in which such Lender has its principal
office or by any political subdivision or taxing authority therein), or shall
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of or credit
extended by such Lender, or shall impose on such Lender or the London interbank
market (or other relevant interbank market) any other condition affecting this
Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender, and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan, or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest
or otherwise) by an amount deemed by such Lender to be material, then each
Borrower will pay to such Lender upon demand such additional amount or amounts
as will compensate such Lender for such additional costs incurred or reduction
suffered.

                  (b) If any Lender shall have determined that the adoption
after the date hereof of any law, rule, regulation, agreement or guideline
regarding capital adequacy, or any change after the date hereof in any such law,
rule, regulation, agreement or guideline (whether such law, rule, regulation,
agreement or guideline has been adopted) or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or any Lender's holding company with any request
or directive regarding capital adequacy (whether or not having the force of law)
of any Governmental Authority has or would have the effect of reducing the rate
of return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by such
Lender pursuant hereto to a level below that which such Lender or such Lender's
holding company could have achieved but for such applicability, adoption, change
or compliance (taking into consideration such Lender's policies and the policies
of such Lender's holding company with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time each Borrower shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company as specified
in paragraph (a) or (b) above shall be delivered to the Borrowers and shall be
conclusive absent manifest error. Each Borrower shall pay each Lender the amount
shown as due from such Borrower on any such certificate delivered by it within
10 days after its receipt of the same.

<PAGE>
                                                                              22


                  (d) Failure or delay on the part of any Lender to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's right to demand such compensation. The protection of this Section
shall be available to each Lender regardless of any possible contention of the
invalidity or inapplicability of the law, rule, regulation, agreement, guideline
or other change or condition which shall have occurred or been imposed.
Notwithstanding any other provision of this Section, no Lender shall be entitled
to demand compensation hereunder in respect of any Competitive Loan if it shall
have been aware of the event or circumstance giving rise to such demand at the
time it submitted the Competitive Bid pursuant to which such Loan was made.

                  SECTION 2.14. Change in Legality. (a) Notwithstanding any
other provision herein, if, after the date hereof, any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrowers and to the Administrative Agent:

                  (i) such Lender may declare that Eurodollar Loans will not
         thereafter (for the duration of such unlawfulness or impracticability)
         be made by such Lender hereunder, whereupon such Lender shall not
         submit a Competitive Bid in response to a request for a Eurodollar
         Competitive Loan and any request for a Eurodollar Borrowing, shall, as
         to such Lender only, be deemed a request for an ABR Loan unless such
         declaration shall be subsequently withdrawn (or, if a Loan to a
         Borrower cannot be made for the reasons specified above, such request
         shall be deemed to have been withdrawn); and

                  (ii) such Lender may require that all outstanding Eurodollar
         Loans made by it be converted to ABR Loans, in which event all such
         Eurodollar Loans shall be automatically converted to ABR Loans as of
         the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

                  (b) For purposes of this Section 2.14, a notice to a Borrower
by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the
last day of the Interest Period currently applicable to such Eurodollar Loan; in
all other cases such notice shall be effective on the date of receipt by such
Borrower.

                  SECTION 2.15. Indemnity. The Borrowers shall indemnify each
Lender against any loss or expense which such Lender may sustain or incur as a
consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of
any Loan prior to the end of the Interest Period in effect therefor or (ii) any
Loan to be made by such Lender not being made after notice of such Loan shall
have been given by a Borrower hereunder (any of the events referred to in this
clause (a) being called a "Breakage Event") or (b) any default in the making of
any payment or prepayment required to be made hereunder; provided, however, that
any Breakage Event caused by the prepayment by a Borrower of an ABR Loan shall
not result in such Borrower

<PAGE>
                                                                              23


becoming liable to such Lender pursuant to this Section 2.15. In the case of any
Breakage Event, such loss shall include an amount equal to the excess, as
reasonably determined by such Lender, of (i) its cost of obtaining funds for the
Loan which is the subject of such Breakage Event for the period from the date of
such Breakage Event to the last day of the Interest Period in effect (or which
would have been in effect) for such Loan over (ii) the amount of interest likely
to be realized by such Lender in redeploying the funds released or not utilized
by reason of such Breakage Event for such period. A certificate of any Lender
setting forth any amount or amounts which such Lender is entitled to receive
pursuant to this Section shall be delivered to the applicable Borrower and shall
be conclusive absent manifest error.

                  SECTION 2.16. Payments. (a) The Borrowers shall make each
payment (including principal of or interest on any Borrowing or any Fees or
other amounts) hereunder and under any other Loan Document not later than 12:00
(noon), New York City time, on the date when due in immediately available funds
by wire transfer to such account as the Administrative Agent may designate. Each
such payment shall be made to the Administrative Agent at its offices at 270
Park Avenue, New York, New York. Each such payment shall be made in Dollars.

                  (b) Whenever any payment (including principal of or interest
on any Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of
interest or Fees, if applicable.

                  SECTION 2.17. Pro Rata Treatment. Except as provided in the
succeeding sentence with respect to Competitive Borrowings, as required under
Section 2.14 or as required under Section 2.22(c), (a) each Borrowing, each
payment of the Facility Fees and each reduction of the Revolving Credit
Commitments shall be allocated pro rata among the Lenders in accordance with
their respective applicable Commitments (or, as to any payment of Facility Fees
to Lenders the Commitments of which have been expired or been terminated, the
respective principal amounts of their outstanding Loans), (b) each payment or
prepayment of principal of any Borrowing (including any Borrowing comprised in
part of Loans of Non-Extending Lenders), each payment of interest on the Loans
comprising any Borrowing and each continuation or conversion of any Borrowing as
or to a Borrowing of any Type shall be allocated pro rata among the Lenders in
accordance with the respective principal amounts of their outstanding Loans
comprising such Borrowing, (c) each payment of Utilization Fees shall be
allocated pro rata among the Lenders in accordance with the amounts of such
Utilization Fees accrued for their respective accounts and (d) each payment of
Term Out Fees shall be allocated pro rata among the Lenders in accordance with
the amounts of such Term Out Fees accrued for their respective accounts. Each
payment of principal of any Competitive Borrowing shall be allocated pro rata
among the Lenders participating in such Borrowing in accordance with the
respective principal amounts of their outstanding Competitive Loans comprising
such Borrowing. Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on their
outstanding Competitive Loans comprising such Borrowing. For purposes of
determining the available Revolving Credit Commitment of each Lender at any
time, each outstanding Competitive Borrowing shall be deemed to have utilized
the Revolving Credit Commitments of the Lenders (including those Lenders which
shall not have made Loans as part of such Competitive Borrowing) pro rata in
accordance with such respective Revolving Credit Commitments. Each Lender agrees
that in computing such Lender's portion of any Borrowing to be made hereunder,
the Administrative Agent may, in its discretion, round each

<PAGE>
                                                                              24


Lender's percentage of such Borrowing, computed in accordance with Section 2.01,
to the next higher or lower whole Dollar amount.

                  SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if
it shall, through the exercise of a right of banker's lien, setoff or
counterclaim against a Borrower, or pursuant to a secured claim under Section
506 of Title 11 of the United States Code or other security or interest arising
from, or in lieu of, such secured claim, received by such Lender under any
applicable bankruptcy, insolvency or other similar law or otherwise, or by any
other means, obtain payment (voluntary or involuntary) in respect of any Loan or
Loans as a result of which the unpaid principal portion of its Loans shall be
proportionately less than the unpaid principal portion of the Loans of any other
Lender, it shall be deemed simultaneously to have purchased from such other
Lender at face value, and shall promptly pay to such other Lender the purchase
price for, a participation in the Loans of such other Lender, so that the
aggregate unpaid principal amount of the Loans and participations in Loans held
by each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all Loans then outstanding as the principal amount of its Loans prior
to such exercise of banker's lien, setoff or counterclaim or other event was to
the principal amount of all Loans outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that, if any
such purchase or purchases or adjustments shall be made pursuant to this Section
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or adjustments shall be rescinded to the extent of such recovery
and the purchase price or prices or adjustments restored, without interest. The
Borrowers expressly consent to the foregoing arrangements and agree that any
Lender holding a participation in a Loan deemed to have been so purchased may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by a Borrower to such Lender by reason
thereof as fully as if such Lender had made a Loan directly to such Borrower in
the amount of such participation.

                  SECTION 2.19. Taxes. (a) Any and all payments by a Borrower
hereunder and under any other Loan Document shall be made, in accordance with
Section 2.16, free and clear of and without deduction for any and all current or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding (i) income taxes imposed on the net
income of the Administrative Agent or any Lender (or any transferee or assignee
thereof, including a participation holder (any such entity a "Transferee")) and
(ii) franchise taxes imposed on the net income of the Administrative Agent or
any Lender (or Transferee), in each case by the jurisdiction under the laws of
which the Administrative Agent or such Lender (or Transferee) is organized or
any political subdivision thereof (all such nonexcluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities, collectively or individually,
being called "Taxes"). If a Borrower shall be required to deduct any Taxes from
or in respect of any sum payable hereunder or under any other Loan Document to
the Administrative Agent or any Lender (or any Transferee), (i) the sum payable
shall be increased by the amount (an "additional amount") necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.19) the Administrative Agent or
such Lender (or Transferee), as the case may be, shall receive an amount equal
to the sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions and (iii) such Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

                  (b) In addition, each Borrower agrees to bear and to pay to
the relevant Governmental Authority in accordance with applicable law any
current or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
under any other Loan Document or from the execution,

<PAGE>
                                                                              25


delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Document ("Other Taxes").

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

                  (d) If the Administrative Agent or a Lender (or Transferee)
shall become aware that it is entitled to claim a refund from a Governmental
Authority in respect of Taxes or Other Taxes as to which it has been indemnified
by the Borrowers, or with respect to which a Borrower has paid additional
amounts, pursuant to this Section 2.19, it shall promptly notify such Borrower
of the availability of such refund claim and shall, within 30 days after receipt
of a request by such Borrower, make a claim to such Governmental Authority for
such refund at such Borrower's expense. If the Administrative Agent or a Lender
(or Transferee) receives a refund (including pursuant to a claim for refund made
pursuant to the preceding sentence) in respect of any Taxes or Other Taxes as to
which it determines in its sole discretion that it has been indemnified by the
Borrowers or with respect to which a Borrower has paid additional amounts
pursuant to this Section 2.19, it shall within 30 days from the date of such
receipt pay over such refund to such Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this
Section 2.19 with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender (or Transferee) and without interest (other than interest paid by the
relevant Governmental Authority with respect to such refund); provided, however,
that such Borrower, upon the request of the Administrative Agent or such Lender
(or Transferee), agrees to repay the amount paid over to such Borrower (plus
penalties, interest or other charges) to the Administrative Agent or such Lender
(or Transferee) in the event the Administrative Agent or such Lender (or
Transferee) is required to repay such refund to such Governmental Authority.

                  (e) As soon as practicable after the date of any payment of
Taxes or Other Taxes by a Borrower to the relevant Governmental Authority, such
Borrower will deliver to the Administrative Agent, at its address referred to in
Section 9.01, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing payment thereof.

                  (f) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.19
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

                  (g) Each Lender (or Transferee) that is organized under the
laws of a jurisdiction other than the United States, any State thereof or the
District of Columbia (a "Non-U.S. Lender") shall deliver to the Borrowers and
the Administrative Agent two copies of either United States Internal Revenue
Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. Federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form
W-8BEN, or any subsequent versions thereof or successors thereto (and, if such
Non-U.S. Lender delivers a Form W-8BEN, a certificate representing that such
Non-U.S.

<PAGE>
                                                                              26


Lender is not a bank for purposes of Section 881(c) of the Code, is not
a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of a Borrower and is not a controlled foreign corporation related to a
Borrower (within the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption
from, or reduced rate of, U.S. Federal withholding tax on payments by a Borrower
under this Agreement and the other Loan Documents. Such forms shall be delivered
by each Non-U.S. Lender on or before the date it becomes a party to this
Agreement (or, in the case of a Transferee that is a participation holder, on or
before the date such participation holder becomes a Transferee hereunder) and on
or before the date, if any, such Non-U.S. Lender changes its applicable lending
office by designating a different lending office (a "New Lending Office"). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Notwithstanding any other provision of this Section 2.19(g), a Non-U.S.
Lender shall not be required to deliver any form pursuant to this Section
2.19(g) that such Non-U.S. Lender is not legally able to deliver.

                  (h) The Borrowers shall not be required to indemnify any
Non-U.S. Lender or to pay any additional amounts to any Non-U.S. Lender, in
respect of United States Federal withholding tax pursuant to paragraph (a) or
(c) above to the extent that (i) the obligation to withhold amounts with respect
to United States Federal withholding tax existed on the date such Non-U.S.
Lender became a party to this Agreement (or, in the case of a Transferee that is
a participation holder, on the date such participation holder became a
Transferee hereunder) or, with respect to payments to a New Lending Office, the
date such Non-U.S. Lender designated such New Lending Office with respect to a
Loan; provided, however, that this paragraph (h) shall not apply (x) to any
Transferee or New Lending Office that becomes a Transferee or New Lending Office
as a result of an assignment, participation, transfer or designation made at the
request of a Borrower and (y) to the extent the indemnity payment or additional
amounts any Transferee, or any Lender (or Transferee), acting through a New
Lending Office, would be entitled to receive (without regard to this paragraph
(h)) do not exceed the indemnity payment or additional amounts that the person
making the assignment, participation or transfer to such Transferee, or Lender
(or Transferee) making the designation of such New Lending Office, would have
been entitled to receive in the absence of such assignment, participation,
transfer or designation or (ii) the obligation to pay such additional amounts
would not have arisen but for a failure by such Non-U.S. Lender to comply with
the provisions of paragraph (g) above.

                  (i) Any Lender (or Transferee) claiming any indemnity payment
or additional amounts payable pursuant to this Section 2.19 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document reasonably requested in writing by a Borrower or to
change the jurisdiction of its applicable lending office if the making of such a
filing or change would avoid the need for or reduce the amount of any such
indemnity payment or additional amounts that may thereafter accrue and would
not, in the sole determination of such Lender (or Transferee), be otherwise
disadvantageous to such Lender (or Transferee).

                  (j) Nothing contained in this Section 2.19 shall require any
Lender (or any Transferee) or the Administrative Agent to make available any of
its tax returns (or any other information that it deems to be confidential or
proprietary).

                  SECTION 2.20. Assignment of Commitments Under Certain
Circumstances. (a) In the event (i) any Lender delivers a certificate
requesting compensation pursuant to Section 2.13, (ii) any Lender delivers a
notice described in Section 2.14, (iii) a Borrower is required to pay any
additional amount to any Lender or any Governmental Authority on account of any
Lender pursuant to Section 2.19 or (iv) the short-term ratings of any Lender

<PAGE>
                                                                              27


drop below A-1 or P-1, such Borrower may, at its sole expense, effort and
discretion, upon notice to such Lender and the Administrative Agent, require
such Lender to transfer and assign, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all of its interests,
rights and obligations under this Agreement (other than any outstanding
Competitive Loans held by it) to an assignee which shall assume such assigned
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (x) such assignment shall not conflict with any law,
rule or regulation or order of any court or other Governmental Authority having
jurisdiction, (y) such Borrower shall have received the prior written consent of
the Administrative Agent, which consent shall not unreasonably be withheld, and
(z) such Borrower or such assignee shall have paid to the affected Lender in
immediately available funds an amount equal to the sum of the principal of and
interest accrued to the date of such payment on the outstanding Loans (other
than Competitive Loans) of such Lender plus all Fees and other amounts accrued
for the account of such Lender hereunder (including any amounts under Section
2.13 and Section 2.15); provided further that if prior to any such transfer and
assignment the circumstances or event that resulted in such Lender's claim for
compensation under Section 2.13 or notice under Section 2.14 or the amounts paid
pursuant to Section 2.19, as the case may be, cease to cause such Lender to
suffer increased costs or reductions in amounts received or receivable or
reduction in return on capital, or cease to have the consequences specified in
Section 2.14, or cease to result in amounts being payable under Section 2.19, as
the case may be (including as a result of any action taken by such Lender
pursuant to paragraph (b) below), or if such Lender shall waive its right to
claim further compensation under Section 2.13 in respect of such circumstances
or event or shall withdraw its notice under Section 2.14 or shall waive its
right to further payments under Section 2.19 in respect of such circumstances or
event, as the case may be, then such Lender shall not thereafter be required to
make any such transfer and assignment hereunder.

                  (b) If (i) any Lender shall request compensation under Section
2.13, (ii) any Lender delivers a notice described in Section 2.14 or (iii) a
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority on account of any Lender, pursuant to Section 2.19, then,
such Lender shall exercise reasonable efforts (which shall not require such
Lender to incur an unreimbursed loss or unreimbursed cost or expense or
otherwise take any action inconsistent with its internal policies or suffer any
disadvantage or burden deemed by it to be significant) to assign its rights and
delegate and transfer its obligations hereunder to another of its offices,
branches or affiliates, if such assignment would reduce its claims for
compensation under Section 2.13 or enable it to withdraw its notice pursuant to
Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the
case may be, in the future. The Borrowers hereby agree to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
assignment, delegation and transfer.

                  SECTION 2.21. Cross Guaranty. Each Guarantor unconditionally
guarantees, as a primary obligor and not merely as a surety, jointly and
severally with the other Guarantor, (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, and (ii) all other monetary obligations (other than those referred
to in the preceding clause (i)) of the Borrowers under the Loan Documents and
(b) the due and punctual performance of all covenants, agreements, obligations
and liabilities of the Borrowers under or pursuant to the Loan Documents
(collectively, the "Obligations"). Each Guarantor further agrees that the
Obligations may be extended and renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Obligation.

<PAGE>

                                                                              28


                  Each Guarantor waives presentment to, demand of, payment from
and protest to the Borrowers of any of the Obligations, and also waives notice
of acceptance of its guarantee and notice of protest for nonpayment. The
obligations of a Guarantor hereunder shall not be affected by (a) the failure of
any Lender or the Administrative Agent to assert any claim or demand or to
enforce any right or remedy against the Borrowers or the other Guarantor under
the provisions of this Agreement or any of the other Loan Documents or
otherwise; (b) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Agreement, any of the other Loan Documents, any
guarantee or any other agreement; or (c) the failure of any Lender to exercise
any right or remedy against any other guarantor of the Obligations.

                  Each Guarantor further agrees that its guarantee constitutes a
guarantee of payment when due and not of collection, and waives any right to
require that any resort be had by any Lender to any balance of any deposit
account or credit on the books of any Lender in favor or any Borrower or any
other person.

                  The obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including, without limitation, compromise, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by the failure of the Administrative Agent or any Lender to assert any
claim or demand or to enforce any remedy under this Agreement or under any other
Loan Document, any guarantee or any other agreement, by any waiver or
modification in respect of any thereof, by any default, failure or delay, wilful
or otherwise, in the performance of the Obligations, or by any other act or
omission which may or might in any manner or to any extent vary the risk of such
Guarantor or otherwise operate as a discharge of such Guarantor as a matter of
law or equity.

                  Each Guarantor further agrees that its guarantee shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Obligation is
rescinded or must otherwise be restored by the Administrative Agent or any
Lender upon the bankruptcy or reorganization of any of the Borrowers or
otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which the Administrative Agent or any Lender may have at law or in
equity against any Guarantor by virtue hereof, upon the failure of a Borrower to
pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will, upon receipt of written demand by the Administrative
Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid
Obligations, and thereupon each Lender shall, in a reasonable manner, assign the
amount of the Obligations owed to it and paid by such Guarantor pursuant to this
guarantee to such Guarantor, such assignment to be pro tanto to the extent to
which the Obligations in question were discharged by such Guarantor, or make
such disposition thereof as such Guarantor shall direct (all without recourse to
any Lender and without any representation or warranty by any Lender).

                  Upon payment by a Guarantor of any sums as provided above, all
rights of such Guarantor against a Borrower, as the case may be, arising as a
result thereof by way of right of subrogation or otherwise shall in all respects
be subordinated and junior in right of payment to the prior indefeasible payment
in full of all the Obligations to the Lenders.

<PAGE>
                                                                              29


                  SECTION 2.22. Extension of Termination Date. (a) The Borrowers
may, by notice to the Administrative Agent in the form of Exhibit C hereto
(which shall promptly deliver a copy to each of the Lenders) not less than 45
days and not more than 60 days prior to the Termination Date then in effect (the
"Existing Termination Date"), request that the Lenders extend the Termination
Date for an additional 364 days from the Existing Termination Date. Each Lender
shall, by notice to the Borrowers and the Administrative Agent given not less
than 20 and not more than 30 days prior to the Existing Termination Date, advise
the Borrowers whether or not such Lender agrees to such extension (and any
Lender that does not advise the Borrowers on or before the later of such days
shall be deemed to have advised the Borrowers that it will not agree to such
extension).

                  (b) The Borrower shall have the right, on or before the
Existing Termination Date, to require any Lender which shall have advised or
been deemed to advise the Borrower that it will not agree to an extension of the
Termination Date (each a "Non-Extending Lender") to transfer without recourse
(in accordance with and subject to the restrictions contained in Section 9.04)
all its interests, rights and obligations under this Agreement to one or more
other banks or other financial institutions (any such bank or other financial
institution being called a "Substitute Lender"), which may include any Lender;
provided that (i) such Substitute Lender, if not already a Lender hereunder,
shall have been approved by the Administrative Agent (which approval shall not
be unreasonably withheld) and shall execute all such documentation as the
Administrative Agent shall specify to evidence its status as a Lender hereunder,
(ii) such assignment shall become effective as of the Existing Termination Date
and (iii) the Borrower or such Substitute Lender shall pay to such Non-Extending
Lender in immediately available funds on the effective date of such assignment
the principal of and interest accrued to the date of payment on the Loans made
by it hereunder and all other amounts accrued for its account or owed to it
hereunder.

                  (c) If (and only if) Lenders (including Substitute Lenders)
holding Commitments that represent at least 66 2/3% of the Total Commitment on
the 60th day prior to the Existing Termination Date shall have agreed to extend
the Existing Termination Date (the "Continuing Lenders"), then the Termination
Date shall be extended to the date 364 days after the Existing Termination Date
(provided, that if such date is not a Business Day, then the Termination Date
shall be extended to the next preceding Business Day). The decision to agree or
withhold agreement to any extension of the Termination Date hereunder shall be
at the sole discretion of each Lender. The Commitment of each Non-Extending
Lender (after giving effect to each transfer and assignment pursuant to
paragraph (b) above) shall terminate, any accrued Facility Fee on the amount of
the Commitment of such Non-Extending Lender shall be paid on the Existing
Termination Date and all Loans of such Non-Extending Lender shall become due and
payable, together with all interest accrued thereon and all other amounts owed
to such Lender hereunder, on the Maturity Date in effect prior to the extension
of the Existing Termination Date.

                  Notwithstanding the foregoing, no extension of the Termination
Date shall be effective with respect to any Lender unless, on and as of the
Existing Termination Date, the conditions set forth in paragraphs (b) and (c) of
Section 4.01 shall be satisfied (with all references in such paragraphs to a
Credit Event being deemed to be references to such extension) and the Agent
shall have received a certificate to that effect, dated the Existing Termination
Date and executed by a Responsible Officer of the Borrower.

                  SECTION 2.23. Increase in Commitments. (a) The Borrowers may,
by written notice to the Administrative Agent executed by the Borrowers and one
or more banks or other financial institutions (any such bank or other financial
institution referred to in this clause (a) being called an "Augmenting Lender"),
which may include any Lender, cause the Commitments of the Augmenting Lenders to
be increased (or cause Commitments to be

<PAGE>
                                                                              30


extended by the Augmenting Lenders, as the case may be) in an amount for each
Augmenting Lender set forth in such notice and an aggregate amount not less than
$50,000,000, provided, that the total Commitments shall in no event be increased
to an amount greater than $450,000,000; provided further, that each Augmenting
Lender, if not already a Lender hereunder, shall be subject to the approval of
the Administrative Agent (which approval shall not be unreasonably withheld) and
each Augmenting Lender shall execute all such documentation as the
Administrative Agent shall specify to evidence its Commitment and its status as
a Lender hereunder. Increases and new Commitments created pursuant to this
clause (a) shall become effective on the date specified in the notice delivered
pursuant to this paragraph. Each existing Lender whose Commitment is not
increased pursuant to this Section 2.23 is hereby referred to as a
"Non-Increasing Lender". Notwithstanding the foregoing, no increase in the total
Commitments (or in the Commitment of any Lender) shall become effective under
this paragraph unless, (i) on the date of such increase, the conditions set
forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied (with all
references in such paragraphs to a Credit Event being deemed to be references to
such increase) and the Administrative Agent shall have received a certificate to
that effect dated such date and executed by a Financial Officer of the Borrower,
and (ii) the Administrative Agent shall have received (with sufficient copies
for each of the Lenders) documents consistent with those delivered on the
Closing Date under clauses (a) and (c) of Section 4.02 as to the corporate power
and authority of the Borrower to borrow hereunder after giving effect to such
increase.

                  (b) On the effective date (the "Increase Effective Date") of
any increase in the total Commitments pursuant to Section 2.23(a) (the
"Commitment Increase"), (i) the aggregate principal amount of the Loans
outstanding (the "Initial Loans") immediately prior to giving effect to the
Commitment Increase on the Increase Effective Date shall be deemed to be paid,
(ii) each Augmenting Lender that shall have been a Lender prior to the
Commitment Increase shall pay to the Administrative Agent in same day funds an
amount equal to the difference between (A) the product of (1) such Lender's
Applicable Percentage (calculated after giving effect to the Commitment
Increase) multiplied by (2) the amount of the Subsequent Borrowings (as
hereinafter defined) and (B) the product of (1) such Lender's Applicable
Percentage (calculated without giving effect to the Commitment Increase)
multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender
that shall not have been a Lender prior to the Commitment Increase shall pay to
Administrative Agent in same day funds an amount equal to the product of (1)
such Augmenting Lender's Applicable Percentage (calculated after giving effect
to the Commitment Increase) multiplied by (2) the amount of the Subsequent
Borrowings, and (iv) after the Administrative Agent receives the funds specified
in clauses (ii) and (iii) above, the Administrative Agent shall pay to each
Non-Increasing Lender the portion of such funds that is equal to the difference
between (A) the product of (1) such Non-Increasing Lender's Applicable
Percentage (calculated without giving effect to the Commitment Increase)
multiplied by (2) the amount of the Initial Loans, and (B) the product of (1)
such Non-Increasing Lender's Applicable Percentage (calculated after giving
effect to the Commitment Increase) multiplied by (2) the amount of the
Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase,
the Borrower shall be deemed to have made new Borrowings (the "Subsequent
Borrowings") in an aggregate principal amount equal to the aggregate principal
amount of the Initial Loans and of the types and for the Interest Periods
specified in a Borrowing Request delivered to the Administrative Agent in
accordance with Section 2.04, (vi) each Non-Increasing Lender and each
Augmenting Lender shall be deemed to hold its Applicable Percentage of each
Subsequent Borrowing (calculated after giving effect to the Commitment Increase)
and (vii) the Borrower shall pay each Augmenting Lender that shall have been a
Lender prior to the Commitment Increase and each Non-Increasing Lender any and
all accrued but unpaid interest on the Initial Loans. The deemed payments made
pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject
to indemnification by the Borrower pursuant

<PAGE>
                                                                              31


to the provisions of Section 2.15 if the Increase Effective Date occurs other
than on the last day of the Interest Period relating thereto.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each Borrower represents and warrants to each of the Lenders
that:

                  SECTION 3.01. Organization; Powers. (a) Each Borrower and each
of the Subsidiaries (i) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (ii) has
all requisite power and authority to own its property and assets and to carry on
its business as now conducted and as proposed to be conducted, (iii) is
qualified to do business in every jurisdiction where such qualification is
required, except where the failure so to qualify would not result in a Material
Adverse Effect, and (iv) has the corporate power and authority to execute,
deliver and perform its obligations under each of the Loan Documents and each
other agreement or instrument contemplated thereby to which it is or will be a
party and, in the case of each Borrower, to borrow hereunder.

                  (b) Popular is duly registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended.

                  SECTION 3.02. Authorization. The execution, delivery and
performance by each Borrower of each of the Loan Documents and the borrowings
hereunder (collectively, the "Transactions") (a) have been duly authorized by
all requisite corporate and, if required, stockholder action and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of such Borrower or any Subsidiary, (B) any order of any Governmental
Authority or (C) any provision of any indenture, agreement or other instrument
to which such Borrower or any Subsidiary is a party or by which any of them or
any of their property is or may be bound, (ii) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or (iii) result
in the creation or imposition of any Lien upon or with respect to any property
or assets now owned or hereafter acquired by such Borrower or any Subsidiary.

                  SECTION 3.03. Enforceability. This Agreement has been duly
executed and delivered by each Borrower and constitutes, and each other Loan
Document when executed and delivered by such Borrower will constitute, a legal,
valid and binding obligation of such Borrower enforceable against such Borrower
in accordance with its terms.

                  SECTION 3.04. Governmental Approvals. No action, consent or
approval of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, except for
such as have been made or obtained and are in full force and effect.

                  SECTION 3.05. Financial Statements. Popular has heretofore
furnished to the Lenders its consolidated balance sheets and statements of
income and changes in financial condition (i) as of and for the fiscal year
ended December 31, 2001, audited by and accompanied by the opinion of
PricewaterhouseCoopers L.L.P., independent public accountants, and (ii) as of
and for the fiscal quarter and portion of the fiscal year ended June 30, 2002.
Such financial statements present fairly the financial condition and results of

<PAGE>
                                                                              32


operations of Popular and its consolidated Subsidiaries as of such dates and for
such periods. Such balance sheets and the notes thereto disclose all material
liabilities, direct or contingent, of the Popular and its consolidated
Subsidiaries as of the dates thereof. Such financial statements were prepared in
accordance with GAAP applied on a consistent basis subject to, in the case of
the statements referred to in clause (ii) above, normal year-end audit
adjustments and the absence of footnotes.

                  SECTION 3.06. No Material Adverse Change. There has been no
material adverse change in the business, assets, operations, prospects or
condition, financial or otherwise, of the Borrowers and the Subsidiaries, taken
as a whole, since December 31, 2001.

                  SECTION 3.07. Title to Properties; Possession Under Leases.
(a) Each of the Borrowers and the Subsidiaries has good and marketable title to,
or valid leasehold interests in, all its material properties and assets, except
for minor defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties and assets for
their intended purposes. All such material properties and assets are free and
clear of Liens prohibited by Section 6.01.

                  (b) Each of the Borrowers and the Subsidiaries has complied
with all obligations under all material leases to which it is a party and all
such leases are in full force and effect. Each of the Borrowers and the
Subsidiaries enjoys peaceful and undisturbed possession under all such material
leases.

                  SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth a
complete and correct list, as of the date hereof, of all Subsidiaries. Except as
set forth in Schedule 3.08, all the issued and outstanding shares of capital
stock or the partnership interests, as the case may be, of each of the
Subsidiaries have been validly issued and are fully paid and nonassessable and
are owned directly or indirectly by either of the Borrowers free and clear of
all Liens whatsoever, and there are no options, warrants, calls, conversion or
exchange rights, commitments or agreements of any character obligating any of
the Subsidiaries to issue, deliver or sell additional shares of capital stock of
any class or any securities convertible into or exchangeable for any such
capital stock or any additional partnership interests.

                  SECTION 3.09. Litigation; Compliance with Laws. (a) Except as
set forth in Schedule 3.09, there are not any actions, suits or proceedings at
law or in equity or by or before any Governmental Authority now pending or, to
the knowledge of either of the Borrowers, threatened against or affecting either
of the Borrowers or any Subsidiary or any business, property or rights of any
such person (i) which involve any Loan Document or the Transactions or (ii) as
to which there is a reasonable possibility of an adverse determination and
which, if adversely determined, could, individually or in the aggregate, result
in a Material Adverse Effect.

                  (b) None of the Borrowers or any of the Subsidiaries or any of
their respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any law, rule or regulation, or is in default with respect to
any judgment, writ, injunction or decree of any Governmental Authority, where
such violation or default could result in a Material Adverse Effect.

                  SECTION 3.10. Agreements. (a) Neither of the Borrowers nor any
of the Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could result in a Material Adverse
Effect.

<PAGE>

                                                                              33


                  (b) Neither of the Borrowers nor any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could result in a Material
Adverse Effect.

                  SECTION 3.11. Federal Reserve Regulations. (a) Neither of the
Borrowers nor any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

                  (b) No part of the proceeds of any Loan will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, (i)
to purchase or carry Margin Stock or to extend credit to others for the purpose
of purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose which entails a violation of,
or which is inconsistent with, the provisions of the Regulations of the Board,
including Regulation U or X.

                  SECTION 3.12. Investment Company Act; Public Utility Holding
Company Act. Neither of the Borrowers nor any Subsidiary is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

                  SECTION 3.13. Use of Proceeds. The Borrowers will use the
proceeds of the Loans only for the purposes specified in the preamble to this
Agreement.

                  SECTION 3.14. Tax Returns. Each of the Borrowers and the
Subsidiaries has filed or caused to be filed all Federal, state and local tax
returns required to have been filed by it and has paid or caused to be paid all
taxes due and payable by it and all assessments received by it, except taxes
that are being contested in good faith by appropriate proceedings and for which
a Borrower shall have set aside on its books adequate reserves.

                  SECTION 3.15. No Material Misstatements. No information,
report, financial statement, exhibit or schedule furnished by or on behalf of a
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not misleading.

                  SECTION 3.16. Employee Benefit Plans. Each of the Borrowers
and their respective ERISA Affiliates is in compliance in all material respects
with the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder. No Reportable Event has occurred in
respect of any Plan of a Borrower or any ERISA Affiliate. The present value of
all benefit liabilities under each Plan (based on those assumptions used to fund
such Plan) did not, as of the last annual valuation date applicable thereto,
exceed by more than $10,000,000 the value of the assets of such Plan, and the
present value of all benefit liabilities of all underfunded Plans (based on
those assumptions used to fund each such Plan) did not, as of the last annual
valuation dates applicable thereto, exceed by more than $10,000,000 the value of
the assets of all such underfunded Plans. Neither of the Borrowers nor any ERISA
Affiliate has incurred any Withdrawal Liability that materially adversely
affects the financial condition of a Borrower and its ERISA Affiliates taken as
a whole. Neither of the Borrowers nor any ERISA Affiliate has received any
notification that any Multiemployer Plan is in reorganization or has been
terminated, within

<PAGE>
                                                                              34


the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably
expected to be in reorganization or to be terminated, where such reorganization
or termination has resulted or can reasonably be expected to result in an
increase in the contributions required to be made to such Plan that would
materially and adversely affect the financial condition of a Borrower and its
ERISA Affiliates taken as a whole.

                  SECTION 3.17. Environmental and Safety Matters. The Borrowers
are aware of no events, conditions or circumstances involving environmental
pollution or contamination or employee health or safety that could reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 3.18. Capital Commitments. Popular is not a party to
any Capital Commitment, other than such Capital Commitments entered into after
the Closing Date that, individually and in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

                  The obligations of the Lenders to make Loans hereunder are
subject to the satisfaction of the following conditions:

                  SECTION 4.01. All Credit Events. On the date of each
Borrowing, including each Borrowing in which Loans are refinanced with new Loans
as contemplated by Section 2.02(f) (each such event being called a "Credit
Event"):

                  (a) The Administrative Agent shall have received a notice of
         such Borrowing as required by Section 2.03 or 2.04, as applicable (or
         such notice shall have been deemed given in accordance with the last
         paragraph of Section 2.04).

                  (b) The representations and warranties set forth in Article
         III (other than, in the case of a Borrowing that does not increase the
         aggregate outstanding principal amount of the Loans of any Lender,
         Sections 3.06 and 3.09(a)) shall be true and correct in all material
         respects on and as of the date of such Credit Event with the same
         effect as though made on and as of such date, except to the extent such
         representations and warranties expressly relate to an earlier date.

                  (c) Each Borrower shall be in compliance with all the terms
         and provisions set forth herein and in each other Loan Document on its
         part to be observed or performed, and at the time of and immediately
         after such Credit Event, no Event of Default or Default shall have
         occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by
each Borrower on the date of such Credit Event as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

                  SECTION 4.02. First Credit Event. On the Closing Date:

                  (a) The Administrative Agent shall have received, on behalf of
         itself and the Lenders, a favorable written opinion of Estela Martinez
         de Miranda, Esq., Assistant Vice President and Legal Counsel for the
         Borrowers, substantially to the effect set

<PAGE>
                                                                              35


         forth in Exhibit B (A) dated the Closing Date, (B) addressed to the
         Administrative Agent and the Lenders, and (C) covering such other
         matters relating to the Loan Documents and the Transactions as the
         Administrative Agent shall reasonably request, and the Borrowers hereby
         instruct such counsel to deliver such opinion.

                  (b) All legal matters incident to this Agreement, the
         borrowings and extensions of credit hereunder and the other Loan
         Documents shall be satisfactory to the Lenders and to Cravath, Swaine &
         Moore, counsel for the Administrative Agent.

                  (c) The Administrative Agent shall have received (i) a copy of
         the certificate or articles of incorporation, including all amendments
         thereto, of each Borrower, certified as of a recent date by the
         Secretary of State of the state of its organization, and a letter
         sealed by such Secretary of State from each Borrower requesting a
         certificate as to the good standing of each Borrower as of a recent
         date from such Secretary of State; (ii) a certificate of the Secretary
         or Assistant Secretary of each Borrower dated the Closing Date and
         certifying (A) that attached thereto is a true and complete copy of the
         by-laws of such Borrower as in effect on the Closing Date and at all
         times since a date prior to the date of the resolutions described in
         clause (B) below, (B) that attached thereto is a true and complete copy
         of resolutions duly adopted by the Board of Directors of such Borrower
         authorizing the execution, delivery and performance of the Loan
         Documents and the borrowings hereunder, and that such resolutions have
         not been modified, rescinded or amended and are in full force and
         effect, (C) that the certificate or articles of incorporation of such
         Borrower have not been amended since the date of the last amendment
         thereto which date will be shown on the certificate of good standing to
         be furnished pursuant to Section 5.04(g), and (D) as to the incumbency
         and specimen signature of each officer executing any Loan Document or
         any other document delivered in connection herewith on behalf of such
         Borrower; (iii) a certificate of another officer of each Borrower as to
         the incumbency and specimen signature of the Secretary or Assistant
         Secretary of such Borrower executing the certificate pursuant to (ii)
         above; and (iv) such other documents as the Lenders or Cravath, Swaine
         & Moore, counsel for the Administrative Agent, may reasonably request.

                  (d) The Administrative Agent shall have received a certificate
         of each Borrower, dated the Closing Date and signed by a Financial
         Officer of such Borrower, confirming compliance with the conditions
         precedent set forth in paragraphs (b) and (c) of Section 4.01.

                  (e) The Administrative Agent shall have received the financial
         statements referred to in Section 3.05.

                  (f) The Administrative Agent shall have received all Fees and
         other amounts due and payable hereunder on or prior to the Closing
         Date, including, to the extent invoiced, reimbursement or payment of
         all out-of-pocket expenses required to be reimbursed or paid by the
         Borrowers hereunder or under any other Loan Document.

                  (g) No Loans shall be outstanding under the Original Amended
         Credit Agreement and all interest and fees accrued under such Original
         Amended Credit Agreement through the Closing Date shall have been paid.

                  (h) The Administrative Agent shall have received a certificate
         of a Financial Officer of each of the Borrowers certifying as to (i)
         the termination of the Original Amended Credit Agreement, and (ii) the
         payment in full of all obligations of the Borrowers outstanding under
         the Original Amended Credit Agreement.

<PAGE>
                                                                              36


                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Each Borrower covenants and agrees with each Lender that so
long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full, unless the Required Lenders shall otherwise consent in writing, such
Borrower will, and will cause each of the Subsidiaries to:

                  SECTION 5.01. Existence; Businesses and Properties. (a) Do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except as otherwise expressly permitted under
Section 6.04.

                  (b) Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, franchises, authorizations, patents, copyrights, trademarks and trade
names material to the conduct of its business; maintain and operate such
business in substantially the manner in which it is presently conducted and
operated (provided that the Borrowers may engage in new businesses not
prohibited by Section 6.04); comply in all material respects with all applicable
laws, rules, regulations and orders of any Governmental Authority, whether now
in effect or hereafter enacted; and at all times maintain and preserve all
property material to the conduct of such business and keep such property in good
repair, working order and condition and from time to time make, or cause to be
made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times.

                  SECTION 5.02. Insurance. Keep its insurable properties
adequately insured at all times by financially sound and reputable insurers;
maintain such other insurance, to such extent and against such risks, including
fire and other risks insured against by extended coverage, as is customary with
companies in the same or similar businesses, including public liability
insurance against claims for personal injury or death or property damage
occurring upon, in, about or in connection with the use of any properties owned,
occupied or controlled by it; and maintain such other insurance as may be
required by law.

                  SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and
other obligations promptly and in accordance with their terms and pay and
discharge promptly when due all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise which, if unpaid,
might give rise to a Lien upon such properties or any part thereof; provided,
however, that such payment and discharge shall not be required with respect to
any such tax, assessment, charge, levy or claim so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings and
the Borrower shall have set aside on its books adequate reserves with respect
thereto and such contest operates to suspend collection of the contested
obligation, tax, assessment or charge and enforcement of a Lien.

                  SECTION 5.04. Financial Statements, Reports, etc. In the case
of Popular, furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each fiscal year, its
         consolidated balance sheets and related statements of operations,
         stockholders' equity and cash flows

<PAGE>
                                                                              37


         showing the financial condition of Popular and its consolidated
         subsidiaries as of the close of such fiscal year and the results of its
         operations and the operations of such subsidiaries during such year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all audited by PricewaterhouseCoopers L.L.P. or
         other independent public accountants of recognized national standing
         acceptable to the Required Lenders and accompanied by an opinion of
         such accountants (which shall not be qualified in any material respect)
         to the effect that such consolidated financial statements fairly
         present the financial condition and results of operations of Popular on
         a consolidated basis in accordance with GAAP consistently applied;

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year, its consolidated balance sheets
         and related statements of operations, stockholders' equity and cash
         flows showing the financial condition of Popular and its consolidated
         subsidiaries as of the close of such fiscal quarter and the results of
         its operations and the operations of such subsidiaries during such
         fiscal quarter and the then elapsed portion of the fiscal year, setting
         forth in each case in comparative form the figures for the
         corresponding quarter and the corresponding portion of the previous
         fiscal year, all certified by one of its Financial Officers as fairly
         presenting the financial condition and results of operations of Popular
         on a consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments;

                  (c) concurrently with any delivery of financial statements
         under (a) or (b) above, a certificate of a Financial Officer (i)
         setting forth in reasonable detail the calculations required to
         establish whether Popular was in compliance with the requirements of
         Sections 6.05, 6.06, 6.07 and 6.08 and (ii) certifying that no Event of
         Default or Default has occurred or, if such an Event of Default or
         Default has occurred, specifying the nature and extent thereof and any
         corrective action taken or proposed to be taken with respect thereto;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by it with the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of or all the functions of
         said Commission, or with any national securities exchange, or
         distributed to its shareholders, as the case may be;

                  (e) as soon as is reasonably practicable after the same
         becomes available, the "Parent Company Only Financial Statement for
         Bank Holding Companies" (report No. FR Y-9LP or any successor form of
         the Federal Reserve System) of Popular and Popular North America, Inc.
         and the "Consolidated Financial Statements for Bank Holding Companies"
         (report no. FR Y-9C or any successor form of the Federal Reserve
         System) of Popular that Popular shall have filed with the Board;

                  (f) promptly upon the request of the Administrative Agent or
         any Lender, copies of all call reports of each Significant Subsidiary;

                  (g) promptly, upon receipt by each Borrower, the certificate
         of good standing delivered by the Secretary of State to the Borrower in
         response to the Borrower's request for such certificate in the letter
         delivered to the Administrative Agent pursuant to Section 4.02(c)(i);

                  (h) promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         Popular or any Subsidiary, or

<PAGE>

                                                                              38


         compliance with the terms of any Loan Document, as the Administrative
         Agent or any Lender may reasonably request; and

                  (i) promptly, upon entering such agreement, notice of the
         terms of any agreement entered into by Banco Popular after the date of
         this Agreement restricting or limiting Banco Popular's right to declare
         and make payments of dividends to the Borrower, and any changes to any
         existing restrictions or limits on Banco Popular's right to declare or
         pay dividends to the Borrower.

                  SECTION 5.05. Litigation and Other Notices. Furnish to the
Administrative Agent and each Lender prompt written notice of the following:

                  (a) any Event of Default or Default, specifying the nature and
         extent thereof and the corrective action (if any) proposed to be taken
         with respect thereto;

                  (b) the filing or commencement of, or any threat or notice of
         intention of any person to file or commence, any action, suit or
         proceeding, whether at law or in equity or by or before any
         Governmental Authority, against a Borrower or any Affiliate thereof
         which could reasonably be expected to result in a Material Adverse
         Effect; and

                  (c) any other development that has resulted in, or could
         reasonably be expected to result in, a Material Adverse Effect.

                  SECTION 5.06. Employee Benefits. (a) Comply in all material
respects with the applicable provisions of ERISA and the Code and (b) furnish to
the Administrative Agent (i) as soon as possible after, and in any event within
30 days after any Responsible Officer of such Borrower or any ERISA Affiliate
knows or has reason to know that, any Reportable Event has occurred that alone
or together with any other Reportable Event could reasonably be expected to
result in liability of such Borrower to the PBGC in an aggregate amount
exceeding $10,000,000, a statement of a Financial Officer setting forth details
as to such Reportable Event and the action that the Borrower proposes to take
with respect thereto, together with a copy of the notice, if any, of such
Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy
of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC
relating to the intention of the PBGC to terminate any Plan or Plans (other than
a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate
only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a
trustee to administer any such Plan, (iii) within 10 days after the due date for
filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure
to make a required installment or other payment with respect to a Plan, a
statement of a Financial Officer setting forth details as to such failure and
the action that such Borrower proposes to take with respect thereto, together
with a copy of any such notice given to the PBGC and (iv) promptly and in any
event within 30 days 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 or (B) a determination that a Multiemployer Plan is, or is
expected to be, terminated or in reorganization, both within the meaning of
Title IV of ERISA.

                  SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any representatives designated by any Lender to visit and inspect the financial
records and the properties of a Borrower or any Subsidiary at reasonable times
and upon reasonable notice and as often as requested and to make extracts from
and copies of such financial records, and permit any representatives designated
by any Lender to discuss the affairs, finances and condition of

<PAGE>

                                                                              39


such Borrower or any Subsidiary with the officers thereof and independent
accountants therefor.

                  SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans
only for the purposes set forth in the preamble to this Agreement.

                  SECTION 5.09. Continuance of Business. With respect to
Popular, at all times be a bank holding company duly registered with the Board
under the Bank Holding Company Act of 1956, as amended, and continue (and will
cause each Subsidiary to continue) to (a) engage in business of the same general
type as now conducted by it or any other business permitted under, and in
accordance with, the Bank Holding Company Act of 1956, as amended, and any
regulation of, or ruling by, the Board issued thereunder and (b) unless
otherwise permitted by this Agreement, maintain its corporate existence and keep
in full force and effect all licenses and permits necessary to the proper
conduct of its business.

                  SECTION 5.10. Compliance with Regulatory Standards. At all
times substantially comply with all applicable regulatory guidelines, policy
statements, regulations or other legal requirements and cause each Bank
Subsidiary (other than any Edge Act corporation) to maintain membership with the
Federal Deposit Insurance Corporation.

                  SECTION 5.11. Capital Requirements. Maintain and cause each of
its Bank Subsidiaries to, (a) maintain (at all times 120 days or more after the
date such person became a Bank Subsidiary), such amount of capital as may be
prescribed from time to time by each Bank Regulatory Authority with jurisdiction
over such Borrower or such Bank Subsidiary, whether by regulation, agreement or
order.

                  (b) Cause each Bank Subsidiary that is a Significant
Subsidiary to be "well capitalized" (within the meaning of 12 U.S.C. 1831, as
amended, reenacted or redesignated from time to time) at all times 120 days or
more after the date such person became a Bank Subsidiary.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Each Borrower covenants and agrees with each Lender that, so
long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in
full, unless the Required Lenders shall otherwise consent in writing, such
Borrower will not, and will not cause or permit any of the Subsidiaries to:

                  SECTION 6.01. Liens. In the case of the Borrowers, create,
incur, assume or permit to exist any Lien on any property or assets (including
stock or other securities of any person, including any Subsidiary) now owned or
hereafter acquired by it or on any income or revenues or rights in respect of
any thereof, except:

                  (a) Liens on property or assets of such Borrower existing on
         the date hereof and set forth in Schedule 6.01; provided that such
         Liens shall secure only those obligations which they secure on the date
         hereof;

<PAGE>
                                                                              40


                  (b) any Lien existing on any property or asset prior to the
         acquisition thereof by such Borrower; provided that (i) such Lien is
         not created in contemplation of or in connection with such acquisition
         and (ii) such Lien does not apply to any other property or assets of
         such Borrower;

                  (c) Liens for taxes not yet due or which are being contested
         in compliance with Section 5.03;

                  (d) carriers', warehousemen's, mechanic's, materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business and securing obligations that are not due and payable or which
         are being contested in compliance with Section 5.03;

                  (e) pledges and deposits made in the ordinary course of
         business in compliance with workmen's compensation, unemployment
         insurance and other social security laws or regulations;

                  (f) deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), leases (other than Capital
         Lease Obligations), statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                  (g) zoning restrictions, easements, rights-of-way,
         restrictions on use of real property and other similar encumbrances
         incurred in the ordinary course of business which, in the aggregate,
         are not substantial in amount and do not materially detract from the
         value of the property subject thereto or interfere with the ordinary
         conduct of the business of such Borrower;

                  (h) purchase money security interests in real property,
         improvements thereto or equipment hereafter acquired (or, in the case
         of improvements, constructed) by such Borrower; provided that (i) such
         security interests are incurred, and the Indebtedness secured thereby
         is created, within 90 days after such acquisition (or construction) and
         (ii) such security interests do not apply to any other property or
         assets of such Borrower or any Subsidiary;

                  (i) any Lien (a "replacement Lien") replacing, refinancing,
         extending or renewing any Lien permitted under clause (a), (b) or (h)
         above; provided that such replacement Lien shall secure only those
         obligations that are secured by, and shall not apply to any property of
         any Borrower other than property of such Borrower subject to, the Lien
         replaced, refinanced, extended or renewed by such replacement Lien on
         the date of incurrence of such replacement Lien; and

                  (j) securities repurchase agreements entered into in the
         ordinary course of business with a maturity of less than one year.

                  SECTION 6.02. Sale and Lease-Back Transactions. In the case of
the Borrowers, enter into any arrangement, directly or indirectly, with any
person whereby it shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property which it intends to use for
substantially the same purpose or purposes as the property being sold or
transferred.

                  SECTION 6.03. Mergers, Consolidations, Sales of Assets. Merge
into or consolidate with any other person, or permit any other person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of

<PAGE>

                                                                              41


transactions) all or any substantial part of the assets of Popular or its
Subsidiaries, taken as a whole (whether now owned or hereafter acquired), except
that if at the time thereof and immediately after giving effect thereto no Event
of Default or Default shall have occurred and be continuing (a) any Subsidiary
may merge into either Borrower in a transaction in which such Borrower is the
surviving corporation, (b) any Subsidiary may merge into or consolidate with any
other Subsidiary in a transaction in which the surviving entity is a Subsidiary
and (c) a wholly owned Subsidiary (other than a Subsidiary that owns a
substantial portion of the assets of Popular and its Subsidiaries, taken as a
whole) may merge with any person if the surviving corporation is a Subsidiary.

                  SECTION 6.04. Business of Borrowers and Subsidiaries. Engage
at any time in any business or business activity other than the business
currently conducted by it and business activities reasonably incidental thereto.
Notwithstanding the previous sentence, either Borrower may acquire, develop or
otherwise engage in any new business (consistent with applicable regulatory
requirements); provided, however, that all such new businesses (taken together)
shall not materially affect the overall nature and character of the business of
Popular and its Subsidiaries (taken as a whole), as currently conducted.

                  SECTION 6.05. Consolidated Tangible Net Worth. Permit at any
time Consolidated Tangible Net Worth to be less than 5% of Total Assets.

                  SECTION 6.06. Ratio of Long-Term Indebtedness to Total
Capitalization. Permit at any time the ratio of Long-Term Indebtedness to Total
Capitalization to exceed 1.0 to 1.0.

                  SECTION 6.07. Non-Performing Assets. Permit Non-Performing
Assets at any time to exceed 4.5% of total (gross) loans, leases and other owned
real estate, in each case for Popular and its Subsidiaries (determined on a
consolidated basis in accordance with GAAP), as at such time.

                  SECTION 6.08. Double Leverage. Permit at any time the ratio of
(a) the sum of Equity Investments in Subsidiaries and the Intangibles of Popular
and its consolidated Subsidiaries, in each case determined as of such time, to
(b) Consolidated Net Worth less the goodwill of Popular and its consolidated
Subsidiaries (determined on a consolidated basis in accordance with GAAP), in
each case determined as of such time, to exceed 125%.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

                  In case of the happening of any of the following events
("Events of Default"):

                  (a) any representation or warranty made or deemed made in or
         in connection with any Loan Document or the borrowings hereunder, or
         any representation, warranty, statement or information contained in any
         report, certificate, financial statement or other instrument furnished
         in connection with or pursuant to any Loan Document, shall prove to
         have been false or misleading in any material respect when so made,
         deemed made or furnished;

                  (b) default shall be made in the payment of any principal of
         any Loan when and as the same shall become due and payable, whether at
         the due date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise;

<PAGE>

                                                                              42


                  (c) default shall be made in the payment of any interest on
         any Loan or any Fee or any other amount (other than an amount referred
         to in (b) above) due under any Loan Document, when and as the same
         shall become due and payable, and such default shall continue
         unremedied for a period of three Business Days;

                  (d) default shall be made in the due observance or performance
         by a Borrower or any Subsidiary of any covenant, condition or agreement
         contained in Section 5.01(a), 5.05, 5.08 or 5.11 or in Article VI;

                  (e) default shall be made in the due observance or performance
         by a Borrower or any Subsidiary of any covenant, condition or agreement
         contained in any Loan Document (other than those specified in (b), (c)
         or (d) above) and such default shall continue unremedied for a period
         of 30 days after notice thereof from the Administrative Agent or any
         Lender to such Borrower;

                  (f) a Borrower or any Subsidiary shall (i) fail to pay any
         principal or interest, regardless of amount, due in respect of any
         Indebtedness in a principal amount in excess of $25,000,000 when and as
         the same shall become due and payable, or (ii) fail to observe or
         perform any other term, covenant, condition or agreement contained in
         any agreement or instrument evidencing or governing any such
         Indebtedness if the effect of any failure referred to in this clause
         (ii) is to cause, or to permit the holder or holders of such
         Indebtedness or a trustee on its or their behalf (with or without the
         giving of notice, the lapse of time or both) to cause, such
         Indebtedness to become due prior to its stated maturity;

                  (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of a Borrower or any
         Subsidiary, or of a substantial part of the property or assets of such
         Borrower or a Subsidiary, under Title 11 of the United States Code, as
         now constituted or hereafter amended, or any other Federal or state
         bankruptcy, insolvency, receivership or similar law, (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for such Borrower or any Subsidiary or
         for a substantial part of the property or assets of such Borrower or a
         Subsidiary or (iii) the winding-up or liquidation of such Borrower or
         any Subsidiary; and such proceeding or petition shall continue
         undismissed for 60 days or an order or decree approving or ordering any
         of the foregoing shall be entered;

                  (h) a Borrower or any Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking relief under Title
         11 of the United States Code, as now constituted or hereafter amended,
         or any other Federal or state bankruptcy, insolvency, receivership or
         similar law, (ii) consent to the institution of, or fail to contest in
         a timely and appropriate manner, any proceeding or the filing of any
         petition described in (g) above, (iii) apply for or consent to the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for such Borrower or any Subsidiary or
         for a substantial part of the property or assets of such Borrower or
         any Subsidiary, (iv) file an answer admitting the material allegations
         of a petition filed against it in any such proceeding, (v) make a
         general assignment for the benefit of creditors, (vi) become unable,
         admit in writing its inability or fail generally to pay its debts as
         they become due or (vii) take any action for the purpose of effecting
         any of the foregoing;

                  (i) one or more judgments for the payment of money in an
         aggregate amount in excess of $10,000,000 shall be rendered against a
         Borrower, any Subsidiary or any combination thereof and the same shall
         remain undischarged for a period of

<PAGE>

                                                                              43


         30 consecutive days during which execution shall not be effectively
         stayed, or any action shall be legally taken by a judgment creditor to
         levy upon assets or properties of such Borrower or any Subsidiary to
         enforce any such judgment;

                  (j) (i) a Reportable Event or Reportable Events, or a failure
         to make a required installment or other payment (within the meaning of
         Section 412(n)(1) of the Code), shall have occurred with respect to any
         Plan or Plans that reasonably could be expected to result in liability
         of a Borrower to the PBGC or to a Plan in an aggregate amount exceeding
         $10,000,000 and, within 30 days after the reporting of any such
         Reportable Event to the Administrative Agent or after the receipt by
         the Administrative Agent of a statement required pursuant to Section
         5.06(b)(iii) hereof, the Administrative Agent shall have notified such
         Borrower in writing that (A) the Required Lenders have made a
         determination that, on the basis of such Reportable Event or Reportable
         Events or the failure to make a required payment, there are reasonable
         grounds for the termination of such Plan or Plans by the PBGC, the
         appointment by the appropriate United States district court of a
         trustee to administer such Plan or Plans or the imposition of a lien in
         favor of a Plan and (B) as a result thereof an Event of Default exists
         hereunder; or (ii) a trustee shall be appointed by a United States
         district court to administer any such Plan or Plans; or (iii) the PBGC
         shall institute proceedings (including giving notice of intent thereof)
         to terminate any such Plan or Plans;

                  (k) (i) a Borrower or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan, (ii) such Borrower or
         such ERISA Affiliate does not have reasonable grounds for contesting
         such Withdrawal Liability or is not contesting such Withdrawal
         Liability in a timely and appropriate manner and (iii) the amount of
         such Withdrawal Liability specified in such notice, when aggregated
         with all other amounts required to be paid to Multiemployer Plans in
         connection with Withdrawal Liabilities (determined as of the date or
         dates of such notification), either (A) exceeds $10,000,000 or requires
         payments exceeding $1,000,000 in any year or (B) is less than
         $10,000,000 but any Withdrawal Liability payment remains unpaid 30 days
         after such payment is due;

                  (l) a Borrower or any ERISA Affiliate shall have been notified
         by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
         in reorganization or is being terminated, within the meaning of Title
         IV of ERISA, if solely as a result of such reorganization or
         termination the aggregate annual contributions of such Borrower and its
         ERISA Affiliates to all Multiemployer Plans that are then in
         reorganization or have been or are being terminated have been or will
         be increased over the amounts required to be contributed to such
         Multiemployer Plans for their most recently completed plan years by an
         amount exceeding $1,000,000; or

                  (m) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to a Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrowers, take either or both of
the following actions, at the same or different times: (i) terminate forthwith
the Commitments and (ii) declare the Loans then outstanding to be forthwith due
and payable in whole or in part, whereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder
and under any other Loan Document, shall become forthwith due and payable,
without presentment, demand,

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                                                                              44


protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrowers, anything contained herein or in any other Loan Document
to the contrary notwithstanding; and in any event with respect to a Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of such
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by such
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

                  In order to expedite the transactions contemplated by this
Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative
Agent on behalf of the Lenders. Each of the Lenders and each assignee of any
such Lender, hereby irrevocably authorizes the Administrative Agent to take such
actions on behalf of such Lender or assignee and to exercise such powers as are
specifically delegated to the Administrative Agent by the terms and provisions
hereof and of the other Loan Documents, together with such actions and powers as
are reasonably incidental thereto. The Administrative Agent is hereby expressly
authorized by the Lenders, without hereby limiting any implied authority, (a) to
receive on behalf of the Lenders all payments of principal of and interest on
the Loans and all other amounts due to the Lenders hereunder, and promptly to
distribute to each Lender its proper share of each payment so received; (b) to
give notice on behalf of each of the Lenders to the Borrowers of any Event of
Default specified in this Agreement of which the Administrative Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to
distribute to each Lender copies of all notices, financial statements and other
materials delivered by a Borrower pursuant to this Agreement as received by the
Administrative Agent.

                  Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be liable as such for any action taken or
omitted by any of them except for its or his own gross negligence or wilful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or
observance by a Borrower of any of the terms, conditions, covenants or
agreements contained in any Loan Document. The Administrative Agent shall not be
responsible to the Lenders for the due execution, genuineness, validity,
enforceability or effectiveness of this Agreement or any other Loan Documents or
other instruments or agreements. The Administrative Agent shall in all cases be
fully protected in acting, or refraining from acting, in accordance with written
instructions signed by the Required Lenders and, except as otherwise
specifically provided herein, such instructions and any action or inaction
pursuant thereto shall be binding on all the Lenders. The Administrative Agent
shall, in the absence of knowledge to the contrary, be entitled to rely on any
instrument or document believed by it in good faith to be genuine and correct
and to have been signed or sent by the proper person or persons. Neither the
Administrative Agent nor any of its directors, officers, employees or agents
shall have any responsibility to the Borrowers on account of the failure of or
delay in performance or breach by any Lender of any of its obligations hereunder
or to any Lender on account of the failure of or delay in performance or breach
by any other Lender or a Borrower of any of their respective obligations
hereunder or under any other Loan Document or in connection herewith or
therewith. The Administrative Agent may execute any and all duties hereunder

<PAGE>

                                                                              45


by or through agents or employees and shall be entitled to rely upon the advice
of legal counsel selected by it with respect to all matters arising hereunder
and shall not be liable for any action taken or suffered in good faith by it in
accordance with the advice of such counsel.

                  The Lenders hereby acknowledge that the Administrative Agent
shall be under no duty to take any discretionary action permitted to be taken by
it pursuant to the provisions of this Agreement unless it shall be requested in
writing to do so by the Required Lenders.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders and the Borrowers. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall be a
bank with an office in New York, New York, having a combined capital and surplus
of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor bank, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.05 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

                  With respect to the Loans made by it hereunder, the
Administrative Agent in its individual capacity and not as Administrative Agent
shall have the same rights and powers as any other Lender and may exercise the
same as though it were not the Administrative Agent, and the Administrative
Agent and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrowers or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent.

                  Each Lender agrees (i) to reimburse the Administrative Agent,
on demand, in the amount of its pro rata share (based on its Commitments
hereunder) of any expenses incurred for the benefit of the Lenders by the
Administrative Agent, including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, which shall not
have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless
the Administrative Agent and any of its directors, officers, employees or
agents, on demand, in the amount of such pro rata share, from and against any
and all liabilities, taxes, 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 it in its
capacity as the Administrative Agent or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Borrowers; provided
that no Lender shall be liable to the Administrative Agent for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross negligence or
wilful misconduct of the Administrative Agent or any of its directors, officers,
employees or agents.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter

<PAGE>
                                                                              46


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 from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document, any related
agreement or any document furnished hereunder or thereunder.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Notices. Notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

                  (a) if to a Borrower, to it at Banco Popular Center Building,
         209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918, Attention of Mr.
         Richard Barrios (Telecopy No. 787-754-9290);

                  (b) if to the Administrative Agent, to JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, New York,
         New York 10081, Attention of Laura Rebecca (Telecopy No. 212-552-7490),
         with a copy to JPMorgan Chase Bank, at 270 Park Avenue, New York 10017,
         Attention of Christine M. Herrick (Telecopy No. 212-270-0412); and

                  (c) if to a Lender, to it at its address (or telecopy number)
         set forth in Schedule 2.01 or in the Assignment and Acceptance pursuant
         to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

                  SECTION 9.02. Survival of Agreement. All covenants,
agreements, representations and warranties made by each Borrower herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the Lenders
of the Loans, regardless of any investigation made by the Lenders or on their
behalf, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any Fee or any other amount payable under
this Agreement or any other Loan Document is outstanding and unpaid and so long
as the Commitments have not been terminated.

                  SECTION 9.03. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrowers and the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns.

<PAGE>

                                                                              47


                  SECTION 9.04. Successors and Assigns. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of each Borrower, the
Administrative Agent or the Lenders that are contained in this Agreement shall
bind and inure to the benefit of their respective successors and assigns.

                  (b) Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided, however, that (i) except in the case of an assignment to a Lender or
an Affiliate of such Lender, each Borrower and the Administrative Agent must
give their prior written consent to such assignment (which consent shall not be
unreasonably withheld and, in the case of the Borrower's Consent, will not be
required if an Event of Default shall have occurred and be continuing), (ii) the
amount of the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000, (iii) the parties to each such assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 and (iv) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire. Upon acceptance and recording pursuant to paragraph (e) of this
Section 9.04, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five Business Days after the
execution thereof, (A) the assignee thereunder shall be a party hereto and, to
the extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement and (B) the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, 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 but shall continue to be entitled
to the benefits of Sections 2.13, 2.15, 2.19 and 9.05, as well as to any Fees
accrued for its account and not yet paid).

                  (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Revolving Credit Commitment, and the outstanding balances of its Revolving
Loans and Competitive Loans, in each case without giving effect to assignments
thereof which have not become effective, are as set forth in such Assignment and
Acceptance, (ii) except as set forth in (i) above, 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, any other Loan Document or any other
instrument or document furnished pursuant hereto, or the financial condition of
the Borrowers or any Subsidiary or the performance or observance by the
Borrowers or any Subsidiary of any of its obligations under this Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the most recent financial statements, if any, delivered pursuant to Section 5.04
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; (v) such assignee will independently and without reliance upon the
Administrative Agent, such

<PAGE>

                                                                              48


assigning Lender or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (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 the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

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

                  (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written consent of each Borrower
and the Administrative Agent to such assignment, the Administrative Agent shall
(i) accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Lenders. No
assignment shall be effective unless it has been recorded in the Register as
provided in this paragraph (e).

                  (f) Each Lender may without the consent of the Borrowers or
the Administrative Agent sell participations to one or more banks or other
entities in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided, however, that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the participating
banks or other entities shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.13, 2.15 and 2.19 to the same extent as if
they were Lenders; provided that no such participating bank or entity shall be
entitled to receive any greater amount pursuant to such Sections than a Lender
would have been entitled to receive in respect of the amount of the
participation sold by such Lender to such participating bank or entity had no
sale occurred, and (iv) the Borrowers, the Administrative Agent and the Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrowers relating to
the Loans and to approve any amendment, modification or waiver of any provision
of this Agreement (other than amendments, modifications or waivers decreasing
any fees payable hereunder or the amount of principal of or the rate at which
interest is payable on the Loans, extending any scheduled principal payment date
or date fixed for the payment of interest on the Loans or changing or extending
the Commitments).

                  (g) Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 9.04, disclose to the assignee or participant or proposed assignee
or participant any information relating to

<PAGE>

                                                                              49


a Borrower furnished to such Lender by or on behalf of the Borrowers; provided
that, prior to any such disclosure of information designated by a Borrower as
confidential, each such assignee or participant or proposed assignee or
participant shall execute an agreement whereby such assignee or participant
shall agree (subject to customary exceptions) to preserve the confidentiality of
such confidential information on terms no less restrictive than those applicable
to the Lenders pursuant to Section 9.16.

                  (h) Any Lender may at any time assign all or any portion of
its rights under this Agreement to a Federal Reserve Bank to secure extensions
of credit by such Federal Reserve Bank to such Lender; provided that no such
assignment shall release a Lender from any of its obligations hereunder or
substitute any such Bank for such Lender as a party hereto. In order to
facilitate such an assignment to a Federal Reserve Bank, the applicable Borrower
shall, at the request of the assigning Lender, duly execute and deliver to the
assigning Lender a promissory note or notes evidencing the Loans made to such
Borrower by the assigning Lender hereunder.

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

                  (j) A Borrower shall not assign or delegate any of its rights
or duties hereunder without the prior written consent of the Administrative
Agent and each Lender, and any attempted assignment without such consent shall
be null and void.

                  SECTION 9.05. Expenses; Indemnity. (a) Each Borrower agrees to
pay all out-of-pocket expenses incurred by the Administrative Agent in
connection with the preparation and administration of this Agreement and the
other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
hereby contemplated shall be consummated) or

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                                                                              50


incurred by the Administrative Agent or any Lender in connection with the
enforcement or protection of their rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made issued hereunder,
including the fees, charges and disbursements of Cravath, Swaine & Moore,
counsel for the Administrative Agent, and, in connection with any such
enforcement or protection, the fees, charges and disbursements of any other
counsel for the Administrative Agent or any Lender.

                  (b) Each Borrower agrees to indemnify the Administrative Agent
and each Lender, each Affiliate of any of the foregoing persons and each of
their respective directors, officers, employees and agents (each such person
being called an "Indemnitee") against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, charges and disbursements, incurred by or
asserted against any Indemnitee arising out of, in any way connected with, or as
a result of (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated thereby, the performance by
the parties thereto of their respective obligations thereunder or the
consummation of the Transactions and the other transactions contemplated
thereby, (ii) the use of the proceeds of the Loans, or (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee.

                  (c) The provisions of this Section 9.05 shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the invalidity
or unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Administrative Agent
or any Lender. All amounts due under this Section 9.05 shall be payable on
written demand therefor.

                  SECTION 9.06. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender 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) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of the applicable Borrower against any of
and all the obligations of such Borrower now or hereafter existing under this
Agreement and other Loan Documents held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement or such other
Loan Document and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                  SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 9.08. Waivers; Amendment. (a) No failure or delay of
the Administrative Agent or any Lender in exercising any power or right
hereunder or under any Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders

<PAGE>

                                                                              51


hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies which they would otherwise have. No waiver
of any provision of this Agreement or any other Loan Document or consent to any
departure by a Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on a Borrower in any case shall entitle such Borrower
to any other or further notice or demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by each of the Borrowers and the Required Lenders;
provided, however, that no such agreement shall (i) decrease the principal
amount of any Loan, or extend the maturity of or any scheduled principal payment
date or date for the payment of any interest on any Loan, or waive or excuse any
such payment or any part thereof, or decrease the rate of interest on any Loan,
without the prior written consent of each Lender affected thereby, (ii) change
or extend the Commitment of any Lender or postpone the date for the payment
thereof, or decrease the Facility Fees, Utilization Fees or Term Out Fees of any
Lender or postpone the date for the payment thereof, in each case without the
prior written consent of such Lender, or (iii) amend or modify the provisions of
Section 2.17 or 2.21, the provisions of this Section or the definition of
"Required Lenders", or release any Guarantor from its agreements pursuant to
Section 2.21, without the prior written consent of each Lender; provided further
that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent hereunder or under any other Loan Document
without the prior written consent of the Administrative Agent.

                  SECTION 9.09. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  SECTION 9.10. Entire Agreement. This Agreement and the other
Loan Documents constitute the entire contract between the parties relative to
the subject matter hereof. Any previous agreement among the parties with respect
to the subject matter hereof is superseded by this Agreement and the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

                  SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS

<PAGE>

                                                                              52


REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

                  SECTION 9.12. Severability. In the event any one or more of
the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 9.13. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as provided in Section
9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

                  SECTION 9.14. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.15. Jurisdiction; Consent to Service of Process. (a)
Each Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against a Borrower or its properties in
the courts of any jurisdiction.

                  (b) Each Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this agreement or the other
Loan Documents in any New York State court or Federal court sitting in New York
City. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

<PAGE>

                                                                              53


                  SECTION 9.16. Confidentiality. The Administrative Agent and
each of the Lenders agrees to keep confidential (and to use its best efforts to
cause its respective agents and representatives to keep confidential) the
Information (as defined below) and all copies thereof, extracts therefrom and
analyses or other materials based thereon, except that the Administrative Agent
or any Lender shall be permitted to disclose Information (a) to such of its
respective officers, directors, employees, agents, affiliates and
representatives as need to know such Information, (b) to the extent requested by
any regulatory authority, (c) to the extent otherwise required by applicable
laws and regulations or by any subpoena or similar legal process, (d) in
connection with any suit, action or proceeding relating to the enforcement of
its rights hereunder or under the other Loan Documents or (e) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Agreement or (ii) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than a Borrower. For the
purposes of this Section, "Information" shall mean all financial statements,
certificates, reports, agreements and information (including all analyses,
compilations and studies prepared by the Administrative Agent or any Lender
based on any of the foregoing) that are received from a Borrower and related to
a Borrower, any shareholder of a Borrower or any employee, customer or supplier
of a Borrower, other than any of the foregoing that were available to the
Administrative Agent or any Lender on a nonconfidential basis prior to its
disclosure thereto by a Borrower, and which are in the case of Information
provided after the date hereof, clearly identified at the time of delivery as
confidential. The provisions of this Section 9.16 shall remain operative and in
full force and effect regardless of the expiration and term of this Agreement.

           [The remainder of this page is left blank intentionally.]


<PAGE>



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

                          POPULAR, INC.,

                               by
                                           /s/ Jorge A. Junquera
                                     ------------------------------------------
                                     Name: Jorge A. Junquera
                                     Title: Senior Executive Vice President


                               by
                                             /s/ Richard Barrios
                                     ------------------------------------------
                                     Name:  Richard Barrios
                                     Title: Senior Vice President


                          POPULAR NORTH AMERICA, INC.,

                               by
                                           /s/ Jorge A. Junquera
                                     ------------------------------------------
                                     Name: Jorge A. Junquera
                                     Title: Senior Executive Vice President



                               by
                                             /s/ Richard Barrios
                                     ------------------------------------------
                                     Name:  Richard Barrios
                                     Title: Senior Vice President


                          JPMORGAN CHASE BANK,
                          Individually and as Administrative Agent

                               by
                                             /s/ Christine Herrick
                                     ------------------------------------------
                                     Name:  Christine Herrick
                                     Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


NAME OF THE INSTITUTION: BANCO BILBAO VIZCAYA ARGENTARIA PUERTO RICO


                               by
                                             /s/ Rafael Blanco
                                     ------------------------------------------
                                     Name:  Rafael Blanco
                                     Title: Senior Executive Vice President

                               by
                                             /s/ Norberto Gonzalez
                                     ------------------------------------------
                                     Name:  Norberto Gonzalez
                                     Title: Executive Vice President



<PAGE>



                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


         NAME OF THE INSTITUTION: Bank One, NA


                               by
                                             /s/ Geovanni J. Soto
                                     ------------------------------------------
                                     Name:  Geovanni J. Soto
                                     Title: Associate, Underwriter



<PAGE>


                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


         NAME OF THE INSTITUTION: Citibank, NA


                               by
                                             /s/ Marta Alvarez
                                     ------------------------------------------
                                     Name:  Marta Alvarez
                                     Title: Vice President



<PAGE>


                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


         NAME OF THE INSTITUTION: Comerica Bank


                               by
                                             /s/  Laura A. Wrockeze
                                     ------------------------------------------
                                     Name:  Laura A. Wrockeze
                                     Title: Executive Vice President



<PAGE>



                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


NAME OF THE INSTITUTION: Credit Suisse First Boston, Cayman Islands Branch


                               by
                                             /s/ Jay Chall
                                     ------------------------------------------
                                     Name:  Jay Chall
                                     Title: Director


                               by
                                             /s/ Cassandra Droogan
                                     ------------------------------------------
                                     Name:  Cassandra Droogan
                                     Title: Associate

<PAGE>



                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


         NAME OF THE INSTITUTION: LaSalle Bank National Association


                               by
                                             /s/   Jeffery J. Bowden
                                     ------------------------------------------
                                     Name:  Jeffery J. Bowden
                                     Title: Senior Vice President
                                            Regional Manager - Financial
                                            Institutions



<PAGE>




                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


         NAME OF THE INSTITUTION: Wachovia Bank National Association


                               by
                                             /s/ Jose Obregon
                                     ------------------------------------------
                                     Name:  Jose Obregon
                                     Title: Assistant Vice President


<PAGE>


                                    SIGNATURE PAGE TO THE POPULAR, INC. SECOND
                                    AMENDED AND RESTATED 364-DAY CREDIT
                                    AGREEMENT DATED AS OF OCTOBER 11, 2002


                                    WESTLB AG, NEW YORK BRANCH


                                             /s/ EDWARD BAUZKY
                                     ------------------------------------------
                                                EDWARD BAUZKY
                                              ASSOCIATE DIRECTOR


                                             /s/ ROBERT D. WIESER
                                     ------------------------------------------
                                              ROBERT D. WIESER
                                                  DIRECTOR

<PAGE>


                           CERTIFICATE OF INCUMBENCY


         I, Brunilda Santos de Alvarez, Assistant Secretary of Popular, Inc., a
Puerto Rico corporation, and Assistant Secretary of Popular North America, Inc.,
a Delaware corporation, (together, the "Corporations") hereby certify that the
following persons are duly elected officers of the Corporations and that affixed
opposite their name and title is a true specimen of their respective signatures:



Jorge A. Junquera,
Senior Executive Vice President of           ---------------------------------
Popular, Inc. and President of
Popular North America, Inc.



Richard Barrios,
Senior Vice President of Popular, Inc.       ---------------------------------
and of  Popular North America, Inc.


         IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Corporations this January 31, 2003.



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

                                                      Assistant Secretary







<PAGE>




                                  POPULAR, INC.

                              OFFICER'S CERTIFICATE
                  Pursuant to Section 2.23(a) of the Agreement




         I, Jorge A. Junquera, the duly elected Senior Executive Vice President
of Popular, Inc. ("Popular"), am delivering this certificate pursuant to Section
2.23(a) of the Second Amended and Restated 364-Day Credit Agreement dated as of
October 11, 2002 (the "Agreement")among Popular, Inc., Popular North America,
Inc. and the Lenders named in the Agreement. All terms not otherwise defined
herein shall have the same meaning as set forth in the Agreement.

         I hereby certify that:

         (a) The representations and warranties set forth in Article III of the
Agreement with respect to Popular are true and correct in all material respects
as of the date hereof.

         (b) Popular is in compliance with all the terms and provisions set
forth in the Agreement and in each other Loan Document on its part to be
observed or performed, and as of the date hereof, no Event of Default or Default
has occurred or is continuing.

         IN WITNESS WHEREOF, I have executed the foregoing in San Juan, Puerto
Rico, this January 31, 2003.

                                        POPULAR, INC.




                                        By:
                                           ---------------------------------
                                        Name:  Jorge A. Junquera
                                        Title: Senior Executive Vice President


<PAGE>



                         ASSISTANT SECRETARY CERTIFICATE

         I, Brunilda Santos de Alvarez, Assistant Secretary of Popular, Inc.
(the "Company"), a Puerto Rico corporation, hereby certify that:

         (a)      Attached hereto as Annex A is a true and complete copy of the
                  By-laws of the Company, as in full force and effect as of the
                  date hereof;

         (b)      Attached hereto as Annex B is a copy of the resolution adopted
                  by the Board of Directors of the Company on October 14, 1999;
                  such resolution has not been amended, modified or rescinded
                  and remains in full force and effect;

         (c)      The Certificate of Incorporation of the Company has not been
                  amended since the date shown on the certificate of good
                  standing furnished pursuant to Section 5.04(g) of the
                  Agreement.

         (d)      Attached hereto as Annex C is a Certificate of Incumbency of
                  the officers authorized to sign any document related to the
                  commercial paper to be issued by the Company and Popular North
                  America, Inc. and the credit facilities to guarantee repayment
                  of the principal amount outstanding under the Commercial Paper
                  Program.

         IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Company.




         Date: January 31, 2003




                                              -------------------------
                                                 Assistant Secretary


<PAGE>





                           POPULAR NORTH AMERICA, INC.

                              OFFICER'S CERTIFICATE
                  Pursuant to Section 2.23(a) of the Agreement



         I, Jorge A. Junquera, the duly elected President of Popular North
America, Inc. ("PNA"), am delivering this certificate pursuant to Section
2.23(a) of the Second Amended and Restated 364-Day Credit Agreement dated as of
October 11, 2002 (the "Agreement") among the Popular, Inc., Popular North
America, Inc. and the Lenders named in the Agreement. All terms not otherwise
defined herein shall have the same meaning as set forth in the Agreement.

         I hereby certify that:

         (a) The representations and warranties set forth in Article III of the
Agreement with respect to PNA are true and correct in all material respects as
of the date hereof.

         (b) PNA is in compliance with all the terms and provisions set forth in
the Agreement and in each other Loan Document on its part to be observed or
performed, and as of the date hereof, no Event of Default or Default has
occurred or is continuing.

         IN WITNESS WHEREOF, I have executed the foregoing in San Juan, Puerto
Rico, this January 31, 2003.

                                        POPULAR NORTH AMERICA, INC.




                                        By:
                                           ----------------------------
                                        Name:  Jorge A. Junquera
                                        Title: President


<PAGE>


                         ASSISTANT SECRETARY CERTIFICATE

         I, Brunilda Santos de Alvarez, Assistant Secretary of Popular North
America, Inc. (the "Company"), a Delaware corporation, hereby certify that:

         (a)      Attached hereto as Annex A is a true and complete copy of the
                  By-laws of the Company, as in full force and effect as of the
                  date hereof;

         (b)      Attached hereto as Annex B is a copy of the resolution adopted
                  by the Board of Directors of the Company on November 17, 2000;
                  such resolution has not been amended modified or rescinded and
                  remains in full force and effect;

         (c)      The Certificate of Incorporation of the Company has not been
                  amended since the date shown on the certificate of good
                  standing furnished pursuant to Section 5.04(g) of the
                  Agreement.

         (d)      Attached hereto as Annex C is a Certificate of Incumbency of
                  the officers authorized to sign any document related to the
                  commercial paper to be issued by Popular, Inc. and the Company
                  and the credit facilities to guarantee repayment of the
                  principal amount outstanding under the Commercial Paper
                  Program.

                  IN WITNESS WHEREOF, I have hereunto signed my name and affixed
         the seal of the Company.




Date: January 31, 2003




                                                 -------------------------
                                                     Assistant Secretary


<PAGE>

         I, Richard Barrios, Senior Vice President of Popular, Inc., a Puerto
Rico corporation, and Senior Vice President of Popular North America, Inc., a
Delaware corporation, (together, the "Corporations") hereby certify that
Brunilda Santos de Alvarez is duly elected, qualified and acting Assistant
Secretary of Popular, Inc. and Popular North America, Inc. and that affixed
opposite her name and title is a true specimen of her signature.

         IN WITNESS WHEREOF, I have hereunto signed my name.


         Dated: January 31, 2003



                                        By:
                                           ----------------------------------
                                        Name:  Richard Barrios
                                        Title: Senior Vice President