$1,050,000,000 Three-Year Revolving Credit Agreement

Revolving Credit Agreement

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This Revolving Credit Agreement involves

INTERNATIONAL LEASE FINANCE CORPORATION | CITICORP USA, INC | BANK OF AMERICA, N.A. | BANK OF SCOTLAND | CREDIT SUISSE FIRST BOSTON | CITIGROUP GLOBAL MARKETS INC

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Title: $1,050,000,000 Three-Year Revolving Credit Agreement
Date: 3/11/2004

$1,050,000,000 Three-Year Revolving Credit Agreement, Parties: international lease finance corporation , citicorp usa inc , bank of america n.a. , bank of scotland , credit suisse first boston , citigroup global markets inc

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Exhibit 10.3

EXECUTION COPY

$1,050,000,000 Three-Year Revolving Credit Agreement

dated as of

October 17, 2003

among

INTERNATIONAL LEASE FINANCE CORPORATION,

THE BANKS (as defined herein)

and

CITICORP USA, INC.,

as Administrative Agent

BANK OF AMERICA, N.A.,

BANK OF SCOTLAND

and

CREDIT SUISSE FIRST BOSTON,

as Co-Documentation Agents,

CITIGROUP GLOBAL MARKETS INC.,

as Sole Arranger and Book Manager

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TABLE OF CONTENTS

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SECTION 1. CERTAIN DEFINITIONS.................................................... 1

Section 1.1. Terms Generally........................................... 1

Section 1.2. Specific Terms............................................ 1

SECTION 2. BID LOANS AND BID NOTES................................................ 11

Section 2.1. Making of Bid Loans....................................... 11

Section 2.2. Procedure for Bid Loans................................... 11

Section 2.3. Funding of Bid Loans...................................... 13

SECTION 3. COMMITTED LOANS AND NOTES.............................................. 14

Section 3.1. Agreement to Make Committed Loans......................... 14

Section 3.2. Procedure for Committed Loans............................. 14

Section 3.3. Maturity of Committed Loans............................... 15

SECTION 4. INTEREST AND FEES...................................................... 15

Section 4.1. Interest Rates............................................ 15

Section 4.2. Interest Payment Dates.................................... 16

Section 4.3. Setting and Notice of Committed Loan Rates................ 16

Section 4.4. Facility Fee.............................................. 17

Section 4.5. Utilization Fee........................................... 17

Section 4.6. Agent's Fees.............................................. 17

Section 4.7. Computation of Interest and Fees.......................... 17

SECTION 5. REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT; PREPAYMENTS.... 17

Section 5.1. Voluntary Termination or Reduction of the Commitments..... 17

Section 5.2. Voluntary Prepayments..................................... 18

SECTION 6. MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES....................... 18

Section 6.1. Making of Payments........................................ 18

Section 6.2. Pro Rata Treatment; Sharing............................... 18

Section 6.3. Set-off................................................... 19

Section 6.4. Taxes, etc................................................ 19

SECTION 7. INCREASED COSTS AND SPECIAL PROVISIONS FOR ABSOLUTE RATE

LOANS AND LIBOR RATE LOANS............................................... 22

Section 7.1. Increased Costs........................................... 23

Section 7.2. Basis for Determining Interest Rate Inadequate or Unfair.. 24

Section 7.3. Changes in Law Rendering Certain Loans Unlawful........... 24

Section 7.4. Funding Losses............................................ 25

Section 7.5. Discretion of Banks as to Manner of Funding............... 25

Section 7.6. Conclusiveness of Statements; Survival of Provisions...... 25

SECTION 8. REPRESENTATIONS AND WARRANTIES......................................... 25

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Section 8.1. Organization, etc......................................... 26

Section 8.2. Authorization; Consents; No Conflict...................... 26

Section 8.3. Validity and Binding Nature............................... 26

Section 8.4. Financial Statements...................................... 26

Section 8.5. Litigation and Contingent Liabilities..................... 26

Section 8.6. Employee Benefit Plans.................................... 27

Section 8.7. Investment Company Act.................................... 27

Section 8.8. Public Utility Holding Company Act........................ 27

Section 8.9. Regulation U.............................................. 27

Section 8.10. Information............................................... 27

Section 8.11. Compliance with Applicable Laws, etc...................... 28

Section 8.12. Insurance................................................. 28

Section 8.13. Taxes..................................................... 28

Section 8.14. Use of Proceeds........................................... 28

Section 8.15. Pari Passu................................................ 28

SECTION 9. COVENANTS.............................................................. 28

Section 9.1. Reports, Certificates and Other Information............... 28

Section 9.2. Existence................................................. 30

Section 9.3. Nature of Business........................................ 30

Section 9.4. Books, Records and Access................................. 30

Section 9.5. Insurance................................................. 31

Section 9.6. Repair.................................................... 31

Section 9.7. Taxes..................................................... 31

Section 9.8. Compliance................................................ 31

Section 9.9. Sale of Assets............................................ 31

Section 9.10. Consolidated Indebtedness to Consolidated Tangible Net

Worth Ratio............................................... 31

Section 9.11. Fixed Charge Coverage Ratio............................... 31

Section 9.12. Consolidated Tangible Net Worth........................... 31

Section 9.13. Restricted Payments....................................... 32

Section 9.14. Liens..................................................... 32

Section 9.15. Use of Proceeds........................................... 34

SECTION 10. CONDITIONS TO LENDING................................................. 34

Section 10.1. Conditions Precedent to All Loans......................... 34

Section 10.2. Conditions to the Availability of the Commitments......... 35

SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT.................................... 36

Section 11.1. Events of Default......................................... 36

Section 11.2. Effect of Event of Default................................ 38

SECTION 12. THE AGENT............................................................. 38

Section 12.1. Authorization............................................. 38

Section 12.2. Indemnification........................................... 38

Section 12.3. Action on Instructions of the Required Banks.............. 39

Section 12.4. Payments.................................................. 39

Section 12.5. Exculpation............................................... 40

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Section 12.6. Credit Investigation...................................... 40

Section 12.7. CUSA and Affiliates....................................... 41

Section 12.8. Resignation............................................... 41

Section 12.9. The Register; the Notes................................... 41

SECTION 13. GENERAL............................................................... 42

Section 13.1. Waiver; Amendments........................................ 42

Section 13.2. Notices................................................... 43

Section 13.3. Computations.............................................. 44

Section 13.4. Assignments; Participations............................... 44

Section 13.5. Costs, Expenses and Taxes................................. 47

Section 13.6. Indemnification........................................... 48

Section 13.7. Regulation U.............................................. 48

Section 13.8. Extension of Termination Dates; Removal of Banks;

Substitution of Banks..................................... 48

Section 13.9. Captions.................................................. 50

Section 13.10. Governing Law; Severability............................... 50

Section 13.11. Counterparts; Effectiveness............................... 51

Section 13.12. Further Assurances........................................ 51

Section 13.13. Successors and Assigns.................................... 51

Section 13.14. Waiver of Jury Trial...................................... 51

Section 13.15. No Fiduciary Relationship................................. 51

Section 13.16. Tax Structure Disclosure.................................. 52

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SCHEDULES AND EXHIBITS

Schedule I Schedule of Banks (Sections 1.2 and 13.8)

Schedule II Fees and Margins (Sections 1.2, 4.4, 4.5 and 4.6)

Schedule III Address for Notices (Section 13.2)

Exhibit A Form of Notice of Competitive Bid Borrowing (Sections 1.2 and

2.2)

Exhibit B Form of Bid (Sections 1.2 and 2.2)

Exhibit C Form of Committed Loan Request (Sections 1.2 and 3.2)

Exhibit D Form of Bid Note (Sections 1.2 and 2.4)

Exhibit E Form of Committed Note (Sections 1.2 and 3.4)

Exhibit F Fixed Charge Coverage Ratio (Sections 1.2 and 9.11)

Exhibit G Form of Opinion of Counsel for the Company (Section 10.2.5)

Exhibit H Form of Opinion of the General Counsel of the Company (Section

10.2.5)

Exhibit I Form of Assignment and Assumption Agreement (Section 13.4.1)

Exhibit J Form of Request for Extension of Termination Date (Section

13.8)

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THREE-YEAR REVOLVING CREDIT AGREEMENT

THREE-YEAR REVOLVING CREDIT AGREEMENT (this "Agreement"),

dated as of October 17, 2003, among INTERNATIONAL LEASE FINANCE CORPORATION, a

California corporation (herein called the "Company"), the financial institutions

listed on the signature pages hereof (herein, together with their respective

successors and assigns, collectively called the "Banks" and individually each

called a "Bank") and CITICORP USA, INC. (herein, in its individual corporate

capacity, together with its successors and assigns, called "CUSA"), as agent for

the Banks (herein, in such capacity, together with its successors and assigns in

such capacity, called the "Agent").

W I T N E S S E T H:

WHEREAS, the Company has requested the Banks to lend up to

$1,050,000,000 to the Company on a three year revolving basis for general

corporate purposes;

NOW, THEREFORE, in consideration of the premises and the

mutual agreements herein contained, the parties hereto agree as follows:

SECTION 1. CERTAIN DEFINITIONS.

Section 1.1. Terms Generally. The definitions ascribed to

terms in this Section 1 and elsewhere in this Agreement 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". The words "hereby", "herein",

"hereof", "hereunder" and words of similar import refer to this Agreement as a

whole (including any exhibits and schedules hereto) and not merely to the

specific section, paragraph or clause in which such word appears. All references

herein to Sections, Exhibits and Schedules shall be deemed references to

Sections of and Exhibits and Schedules to this Agreement unless the context

shall otherwise require.

Section 1.2. Specific Terms. When used herein, the following

terms shall have the following meanings:

"Absolute Rate" means a rate of interest per annum, expressed

as a percentage to four decimal places and set forth in a Bid for a particular

Bid Loan amount and a particular Loan Period.

"Absolute Rate Loan" means any Loan which bears interest at an

Absolute Rate.

"Affiliate" means, with respect to any Person, any other

Person directly or indirectly controlling, controlled by, or under direct or

indirect common control with such Person. A Person shall be deemed to control

another Person if such first Person possesses, directly or indirectly, the power

to direct or cause the direction of the management and policies of such other

Person, whether through ownership of stock, by contract or otherwise.

Credit Agreement

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"Agent" - see Preamble.

"Aggregate Commitment" means $1,050,000,000, as reduced by any

reduction in the Commitments made from time to time pursuant to Section 5.1 or

Section 13.8.

"Agreement" - see Preamble.

"AIG" means American International Group, Inc.

"Assignee" - see Section 13.4.1.

"Authorized Officer" of the Company means any of the Chairman

of the Board, the President, the Vice Chair and Chief Financial Officer, the

Treasurer, the Controller and the Assistant Controller of the Company.

"Available Commitment" - see Section 2.2(a).

"Bank" - see Preamble.

"Bank Parties" - see Section 13.6.

"Base LIBOR" means, with respect to any Loan Period for a

LIBOR Rate Loan, (a) the rate per annum for Dollar deposits approximately equal

to the principal amount of the LIBOR Rate Loans for which LIBOR is being

determined and with maturities comparable to the Loan Period for which such rate

would apply, which appears on the Telerate Page 3750 (the "Telerate Page") at

approximately 11:00 A.M., London time, on the day that is two Business Days

prior to the first day of such Loan Period and (b) if no such rate so appears on

the Telerate Page 3750, the rate per annum determined by the Agent to be the

arithmetic mean (rounded to the nearest 1/100 of 1% or, if there is no nearest

1/100 of 1%, to the next higher 1/100 of 1%) of the respective rates of interest

communicated by the Reference Banks to the Agent as the rate at which Dollar

deposits are offered to the Reference Banks by leading banks in the London

interbank deposit market at approximately 11:00 a.m., London time, on the second

full Business Day preceding the first day of such Loan Period in an amount

substantially equal to the amount of such LIBOR Rate Loan for such Reference

Banks and for a period equal to such Loan Period.

"Base Rate" means a fluctuating interest rate per annum, as

shall be in effect from time to time, which rate per annum shall on any day be

equal to the higher of, (a) the rate of interest announced publicly by Citibank,

N.A. in New York, New York, from time to time, as Citibank, N.A.'s base rate;

and (b) the Federal Funds Rate for such day plus -1/2 of 1% per annum.

"Base Rate Loan" means any Loan which bears interest at the

Base Rate.

"Bid" means one or more offers by a Bank to make one or more

Bid Loans, submitted to the Agent by telephone no later than the Submission

Deadline and promptly confirmed in writing on the same day on a duly completed

and executed form substantially

Credit Agreement

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similar to Exhibit B, personally delivered or transmitted by facsimile to the

Agent.

"Bid Borrowing" - see Section 2.2(a).

"Bid Loan" means a Loan in Dollars that is an Absolute Rate

Loan or a LIBOR Rate Loan made pursuant to Section 2.

"Bid Note" means a promissory note of the Company,

substantially in the form of Exhibit D, duly completed, evidencing Bid Loans

made to the Company, as such note may be amended, modified or supplemented or

supplanted pursuant to Section 13.4.1 from time to time.

"Business Day" means any day of the year on which banks are

open for commercial banking business in the City of New York and Los Angeles

and, if the applicable Business Day relates to the determination of LIBOR for

any LIBOR Rate Loan, any such Business Day on which dealings in deposits in

Dollars are transacted in the London interbank market.

"Capitalized Lease" means any lease under which any

obligations of the lessee are, or are required to be, capitalized on a balance

sheet of the lessee in accordance with generally accepted accounting principles

in the United States of America.

"Capitalized Rentals" means, as of the date of any

determination, the amount at which the obligations of the lessee, due and to

become due under all Capitalized Leases under which the Company or any

Subsidiary is a lessee, are reflected as a liability on a consolidated balance

sheet of the Company and its Subsidiaries.

"Closing Date" - see Section 10.2.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commitments" means the Banks' commitments to make Committed

Loans hereunder; and "Commitment" as to any Bank means the amount set forth

opposite such Bank's name on Schedule I (as reduced in accordance with Section

5.1, or as periodically revised in accordance with Section 13.4 or Section

13.8).

"Committed Loan" means a Loan in Dollars that is a Base Rate

Loan or LIBOR Rate Loan made pursuant to Section 3.

"Committed Loan Request" - see Section 3.2(a).

"Committed Note" means a promissory note of the Company,

substantially in the form of Exhibit E, duly completed, evidencing Committed

Loans to the Company, as such note may be amended, modified or supplemented or

supplanted pursuant to Section 13.4.1 from time to time.

"Company" - see Preamble.

Credit Agreement

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"Consolidated Indebtedness" means, as of the date of any

determination, the total amount of Indebtedness, less the amount of current and

deferred income taxes and rentals received in advance of the Company and its

Subsidiaries determined on a consolidated basis in accordance with generally

accepted accounting principles in the United States of America.

"Consolidated Tangible Net Assets" means, as of the date of

any determination, the total amount of assets (less depreciation and valuation

reserves and other reserves and items deductible from the gross book value of

specific asset amounts under generally accepted accounting principles) which

under generally accepted accounting principles would be included on a balance

sheet of the Company and its Subsidiaries, after deducting therefrom (i) all

liability items except Indebtedness (whether incurred, assumed or guaranteed)

for borrowed money maturing by its terms more than one year from the date of

creation thereof or which is extendible or renewable at the sole option of the

obligor in such manner that it may become payable more than one year from the

date of creation thereof, shareholder's equity and reserves for deferred income

taxes and (ii) all good will, trade names, trademarks, patents, unamortized debt

discount and expense and other like intangibles, which in each case would be so

included on such balance sheet.

"Consolidated Tangible Net Worth" means, as of the date of any

determination, the total of shareholders' equity (including capital stock,

additional paid-in capital and retained earnings after deducting treasury

stock), less the sum of the total amount of goodwill, organization expenses,

unamortized debt issue costs (determined on an after-tax basis), deferred assets

other than prepaid insurance and prepaid taxes, the excess of cost of shares

acquired over book value of related assets, surplus resulting from any

revaluation write-up of assets subsequent to December 31, 2002 and such other

assets as are properly classified as intangible assets, all determined in

accordance with generally accepted accounting principles in the United States of

America consolidating the Company and its Subsidiaries.

"Covered Taxes" means all Taxes, including all liabilities

(including, without limitation, any penalties, interest and other additions to

tax) with respect thereto, other than the following Taxes, including all

liabilities (including, without limitation, any penalties, interest and other

additions to tax) with respect thereto: (i) Taxes imposed on the net income or

capital of the Agent, a Bank, Assignee or Participant under this Agreement and

franchise taxes imposed in lieu thereof (including without limitation branch

profits taxes, minimum taxes and taxes computed under alternative methods, at

least one of which is based on net income (collectively referred to as "net

income taxes")) by (A) the jurisdiction under the laws of which such Agent,

Bank, Assignee or Participant under this Agreement is organized or resident for

tax purposes or any political subdivision thereof or (B) the jurisdiction of

such Agent, Bank, Assignee or Participant's applicable lending office or any

political subdivision thereof or (C) any jurisdiction with which such Agent,

Bank, Assignee or Participant has any present or former connection (other than

solely by virtue of being a Bank under this Agreement), (ii) any Taxes to the

extent that they are in effect and would apply to a payment to such Agent, Bank,

Assignee or Participant as of the date of a change in the jurisdiction of such

Agent, Bank, Assignee or Participant's applicable lending office or (iii) any

Taxes that would not have been imposed but for (A) the failure or unreasonable

delay by such Agent, Bank, Assignee or Participant, as

Credit Agreement

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applicable, to complete, provide, or file and update or renew, any application

forms, certificates, documents or other evidence required from time to time,

properly completed and duly executed, to qualify for any applicable exemption

from or reduction of Taxes, including, without limitation, the certificates,

documents or other evidence required under Sections 6.4(b), 6.4(c) and 6.4(e)

(unless such failure or delay results from a change in applicable law after the

Closing Date or the date of the applicable agreement pursuant to which such

Assignee or Participant, as the case may be, acquires an interest under this

Agreement, which precludes such Agent, Bank, Assignee or Participant, as

applicable, from qualifying for such exemption or reduction) or (B) the gross

negligence or willful misconduct of such Agent, Bank, Assignee or Participant.

"CUSA" - see Preamble.

"Dollar", and $, refer to the lawful money of the United

States of America.

"ECA Financing" means any subsidized financing of the

acquisition of Airbus Industrie aircraft, the repayment obligations of which

will be supported by guaranties issued by certain European government export

credit agencies (the European Credit Agency Export Finance Program) and a

Company Guaranty and a pledge of the assets of (including any rights to or

interests in any reserve or security deposit held by) each such Wholly-owned

Subsidiary.

"Eligible Assignee" means (i) any Bank, and any Affiliate of

any Bank and (ii)(a) a commercial bank organized under the laws of the United

States or any state thereof, (b) a savings and loan association or savings bank

organized under the laws of the United States or any state thereof, (c) a

commercial bank organized under the laws of any other country or a political

subdivision thereof; provided that (1) such bank is acting through a branch or

agency located in the United States or (2) such bank organized under the laws of

a country that is a member of the Organization for Economic Cooperation and

Development or a political subdivision of such country and (d) a finance

company, insurance company, mutual fund, leasing company or other financial

institution or fund (whether a corporation, partnership or other entity) which

is engaged in making, purchasing or otherwise investing in commercial loans in

the ordinary course of its business, and having total assets in excess of

$150,000,000.

"ERISA" means the Employee Retirement Income Security Act of

1974, as amended.

"ERISA Affiliate" means any corporation, trade or business

that is, along with the Company or any Subsidiary, a member of a controlled

group of corporations or a controlled group of trades or businesses, as

described in sections 414(b) and 414(c), respectively, of the Code or Section

4001 of ERISA.

"Eurodollar Reserve Percentage" means for any day in any Loan

Period for any LIBOR Rate Loan that percentage in effect on such day as

prescribed by the Board of Governors of the Federal Reserve System (or any

successor thereto) or other U.S. government agency for determining the reserve

requirement (including, without limitation, any marginal, basic, supplemental or

emergency reserves) for a member bank of the Federal Reserve System in New York

City with deposits exceeding one billion dollars in respect of eurocurrency

funding

Credit Agreement

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liabilities. LIBOR shall be adjusted automatically on and as of the effective

date of any change in the Eurodollar Reserve Percentage.

"Event of Default" means any of the events described in

Section 11.1.

"Eximbank" means the Export-Import Bank of the United States.

"Existing Litigation" - see Section 10.1.3.

"FASB 13" means the Statement of Financial Accounting

Standards No. 13 (Accounting for Leases) as in effect on the date hereof.

"Federal Funds Rate" means, for any period, a fluctuating

interest rate per annum equal for each day during such period to the weighted

average of the rates on overnight Federal funds transactions with members of the

Federal Reserve System arranged by Federal funds brokers, as published for such

day (or, if such day is not a Business Day, for the next preceding Business Day)

by the Federal Reserve Bank of New York, or, if such rate is not so published

for any day which is a Business Day, the average of the quotations for such day

on such transactions received by the Agent from three Federal funds brokers of

recognized standing selected by it.

"Fixed Charge Coverage Ratio" on the last day of any quarter

of any fiscal year of the Company means the ratio for the period of four fiscal

quarters ending on such day of earnings to combined fixed charges and preferred

stock dividends referred to in Paragraph (d)(1) of Item 503 of Regulation S-K of

the Securities and Exchange Commission, as amended from time to time, and

determined pursuant to Instructions to paragraph 503(d) of such Item 503 with

the Company as "registrant" (such ratio for the four fiscal quarters ended

December 31, 2002 is attached hereto as Exhibit F); provided, however, that if

the Required Banks in their reasonable discretion determine that amendments to

Regulation S-K subsequent to the date hereof substantially modify the provisions

of such Item 503, "Fixed Charge Coverage Ratio" shall have the meaning

determined by this definition without regard to any such amendments.

"Funding Date" means the date on which any Loan is scheduled

to be disbursed.

"Funding Office" means, with respect to any Bank, any office

or offices of such Bank or Affiliate or Affiliates of such Bank through which

such Bank shall fund or shall have funded any Loan. A Funding Office may be, at

such Bank's option, either a domestic or foreign office of such Bank or a

domestic or foreign office of an Affiliate of such Bank.

"Governmental Authority" means any nation or government, any

state or other political subdivision thereof and any entity exercising

executive, legislative, judicial, regulatory or administrative functions of or

pertaining to government.

"Guaranties" by any Person means, without duplication, all

obligations (other than endorsements in the ordinary course of business of

negotiable instruments for deposit or collection) of such Person guaranteeing or

in effect guaranteeing any Indebtedness, dividend or other obligation of any

other Person (the "Primary Obligor") in any manner, whether directly or

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indirectly, including, without limitation, all obligations incurred through an

agreement, contingent or otherwise, by such Person: (a) to purchase such

Indebtedness or obligation or any property or assets constituting security

therefor, (b) to advance or supply funds (i) for the purchase or payment of such

Indebtedness or obligation or (ii) to maintain working capital or other balance

sheet condition or otherwise to advance or make available funds for the purchase

or payment of such Indebtedness or obligation, (c) to lease property or to

purchase securities or other property or services primarily for the purpose of

assuring the owner of such Indebtedness or obligation of the ability of the

Primary Obligor to make payment of the Indebtedness or obligation or (d)

otherwise to assure the owner of the Indebtedness or obligation of the Primary

Obligor against loss in respect thereof; provided, however, that the obligation

described in clause (c) shall not include (i) obligations of a buyer under an

agreement with a seller to purchase goods or services entered into in the

ordinary course of such buyer's and seller's businesses unless such agreement

requires that such buyer make payment whether or not delivery is ever made of

such goods or services and (ii) remarketing agreements where the remaining debt

on an aircraft does not exceed the aircraft's net book value, determined in

accordance with industry standards, except that clause (c) shall apply to the

amount of remaining debt under a remarketing agreement that exceeds the net book

value of the aircraft. For the purposes of all computations made under this

Agreement, a Guaranty in respect of any Indebtedness for borrowed money shall be

deemed to be Indebtedness equal to the principal amount of such Indebtedness for

borrowed money which has been guaranteed, and a Guaranty in respect of any other

obligation or liability or any dividend shall be deemed to be Indebtedness equal

to the maximum aggregate amount of such obligation, liability or dividend.

"Indebtedness" of any Person means and includes, without

duplication, all obligations of such Person which in accordance with generally

accepted accounting principles in the United States of America shall be

classified upon a balance sheet of such Person as liabilities of such Person,

and in any event shall include all:

(a) obligations of such Person for borrowed money or which

have been incurred in connection with the acquisition of property or

assets (other than security and other deposits on flight equipment),

(b) obligations secured by any Lien or other charge upon

property or assets owned by such Person, even though such Person has

not assumed or become liable for the payment of such obligations,

or other title retention agreement with respect to property acquired by

such Person, notwithstanding the fact that the rights and remedies of

the seller, lender or lessor under such agreement in the event of

default are limited to repossession or sale of property,

(d) Capitalized Rentals of such Person under any Capitalized

Lease,

(e) obligations evidenced by bonds, debentures, notes or other

similar instruments, and

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(f) Guaranties by such Person, to the extent required pursuant

to the definition thereof.

"Indemnified Liabilities" - see Section 13.6.

"LIBOR" means, with respect to any Loan Period the rate per

annum (rounded to the nearest 1/100 of 1% or, if there is no nearest 1/100 of

1%, to the next higher 1/100 of 1%), determined pursuant to the following

formula:

Base LIBOR

LIBOR= ----------------------------------------------

(1 - Eurodollar Reserve Percentage)

"LIBOR Rate" means (i) with respect to Committed Loans that

are LIBOR Rate Loans, LIBOR plus the applicable rate margin set forth in

Schedule II and (ii) with respect to Bid Loans that are LIBOR Rate Loans, LIBOR

plus or minus the rate margin set forth in a Bid for a particular Bid Loan

amount and a particular Loan Period.

"LIBOR Rate Loan" means any Loan which bears interest at a

LIBOR Rate.

"Lien" means any mortgage, pledge, lien, security interest or

other charge, encumbrance or preferential arrangement, including the retained

security title of a conditional vendor or lessor. For avoidance of doubt, the

parties hereto acknowledge that the filing of a financing statement under the

Uniform Commercial Code does not, in and of itself, give rise to a Lien.

"Litigation Actions" means all litigation, claims and

arbitration proceedings, proceedings before any Governmental Authority or

investigations which are pending or, to the knowledge of the Company, threatened

against, or affecting, the Company or any Subsidiary.

"Loan Period" means (i) with respect to any Absolute Rate

Loan, the period commencing on such Loan's Funding Date and ending not less than

14 days thereafter nor more than 6 months thereafter as specified in the Bid

Loan Request related to such Bid Loan and (ii) with respect to any LIBOR Rate

Loan, the period commencing on such Loan's Funding Date and ending 1, 2, 3 or 6

months thereafter as selected by the Company pursuant to Section 3.2(a) or

specified in the Notice of Competitive Bid Borrowing, as the case may be;

provided, however, that:

(a) if a Loan Period would otherwise end on a day which is not

a Business Day, such Loan Period shall end on the next succeeding

Business Day (unless, in the case of a LIBOR Rate Loan, such next

succeeding Business Day would fall in the next succeeding calendar

month, in which case such Loan Period shall end on the next preceding

Business Day),

(b) in the case of a Loan Period for any LIBOR Rate Loan, if

there exists no day numerically corresponding to the day such Loan was

made in the month in which the last

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day of such Loan Period would otherwise fall, such Loan Period shall

end on the last Business Day of such month, and

Period for such Loan shall not extend beyond the then-scheduled

Termination Date for such Bank.

"Loans" means, collectively, the Bid Loans and the Committed

Loans and, individually, any Bid Loan or Committed Loan.

"Material Adverse Effect" means (i) any material adverse

effect on the business, properties, condition (financial or otherwise) or

operations of the Company and its Subsidiaries, taken as a whole since any

stated reference date or from and after the date of determination, as the case

may be, (ii) any material adverse effect on the ability of the Company to

perform its material obligations hereunder and under the Notes or (iii) any

material adverse effect on the legality, validity, binding effect or

enforceability of any material provision of this Agreement or any Note.

"Multiemployer Plan" has the meaning assigned to such term in

Section 3(37) of ERISA.

"New Litigation" - see Section 10.1.3.

"Notes" means, collectively, the Bid Notes and the Committed

Notes; and "Note" means any individual Bid Note or Committed Note.

"Notice of Competitive Bid Borrowing" - see Section 2.2(a).

"Notice Office" means the office of CUSA which, as of the date

hereof, is located at 2 Penns Way, Suite 200, New Castle, DE 19720, Telecopy

Number 302-894-6005; Telephone 302-894-6120.

"Participant" - see Section 13.4.2.

"Payment Office" means the office of the Agent which, as of

the date hereof, is at 2 Penns Way, Suite 200, New Castle, DE 19720, Account

Number: 36852248.

"PBGC" means the Pension Benefit Guaranty Corporation and any

entity succeeding to any or all of its functions under ERISA.

"Percentage" means as to any Bank the ratio, expressed as a

percentage, that such Bank's Commitment as set forth opposite such Bank's name

on Schedule I, as periodically revised in accordance with Section 13.4 or 13.8,

bears to the Aggregate Commitment or, if the Commitments have been terminated,

the ratio, expressed as a percentage, that the aggregate principal amount of

such Bank's outstanding Loans bears to the aggregate principal amount of all

outstanding Loans.

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"Person" means an individual or a corporation, partnership,

trust, incorporated or unincorporated association, joint venture, joint stock

company, government (or an agency or political subdivision thereof) or other

entity of any kind.

"Plan" means, at any date, any employee pension benefit plan

(as defined in section 3(2) of ERISA) which is subject to Title IV of ERISA

(other than a Multiemployer Plan) and to which the Company or any ERISA

Affiliate may have any liability, including any liability by reason of having

been a substantial employer within the meaning of section 4063 of ERISA at any

time during the preceding five years, or by reason of being deemed to be a

contributing sponsor under section 4069 of ERISA.

"Reference Banks" means Citibank, N.A., Bank of America, N.A.

and The Governor and Company of the Bank of Scotland.

"Reportable Event" means an event described in Section 4043(c)

of ERISA with respect to a Plan other than those events as to which the 30-day

notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC

Regulation Section 4043.

"Required Banks" means Banks having an aggregate Percentage of

51% or more.

"Significant Subsidiary" means any Subsidiary which is so

defined pursuant to Rule 1-02 of Regulation S-X promulgated by the Securities

and Exchange Commission.

"Submission Deadline" - see Section 2.2(b).

"Subsidiary" means any Person of which or in which the Company

and its other Subsidiaries own directly or indirectly 50% or more of:

(a) the combined voting power of all classes of stock having

general voting power under ordinary circumstances to elect a majority

of the board of directors of such Person, if it is a corporation,

(b) the capital interest or profits interest of such Person,

if it is a partnership, joint venture or similar entity, or

association or other unincorporated organization.

"Successor Bank" - see Section 13.8(c).

"Taxes" with respect to any Person means income, excise and

other taxes, and all assessments, imposts, duties and other governmental charges

or levies, imposed upon such Person, its income or any of its properties,

franchises or assets by any Governmental Authority.

"Telerate Page" - see "Base LIBOR".

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"Terminating Bank" - see Section 13.8(c).

"Termination Date" means, with respect to any Bank, the

earliest to occur of (i) October 17, 2006 or such later date as may be agreed to

by such Bank pursuant to Section 13.8(a), or if such day is not a Business Day,

the next preceding Business Day, (ii) the date on which the Commitments shall

terminate pursuant to Section 11.2 or the Commitments shall be reduced to zero

pursuant to Section 5.1 and (iii) the date specified as such Bank's Termination

Date pursuant to Section 13.8(b), or, if such day is not a Business Day, the

next preceding Business Day; in all cases, subject to the provisions of Section

13.8(d).

"Unmatured Event of Default" means any event which if it

continues uncured will, with lapse of time or notice or lapse of time and

notice, constitute an Event of Default.

"Wholly-owned Subsidiary" means any Person of which or in

which the Company and its other Wholly-owned Subsidiaries own directly or

indirectly 100% of:

(a) the issued and outstanding shares of stock (except shares

required as directors, qualifying shares),

(b) the capital interest or profits interest of such Person,

if it is a partnership, joint venture or similar entity, or

association or other unincorporated organization.

SECTION 2. BID LOANS AND BID NOTES.

Section 2.1. Making of Bid Loans. On the terms and subject to

the conditions of this Agreement, each Bank, severally and for itself alone, may

(but is not obligated to) make Bid Loans to the Company from time to time on or

after the date hereof and prior to the date which is the fourteenth day

preceding such Bank's Termination Date in amounts equal to such Bank's Bids that

have been accepted as provided in Section 2.2(c); provided, that the aggregate

principal amount of all outstanding Loans shall not at any time exceed the then

Aggregate Commitment.

Section 2.2. Procedure for Bid Loans.

(a) Bid Loan Request. Whenever the Company desires to incur a

competitive bid borrowing (a "Bid Borrowing"), it shall give the Agent written

notice (or telephonic notice promptly confirmed in writing), such notice to be

delivered to the Agent at its Notice Office no later than 12:00 Noon, New York

City time, at least three Business Days prior to any proposed LIBOR Rate Loan

and at least one Business Day prior to any proposed Absolute Rate Loan. Each

such notice shall be substantially in the form of Exhibit A hereto (each a

"Notice of Competitive Bid Borrowing"), and shall specify in each case (i) the

date of such proposed Bid Borrowing (which shall be a Business Day), (ii) the

aggregate amount of the proposed Bid Borrowing, (iii) whether the proposed Bid

Borrowing is to be an Absolute Rate Loan or a LIBOR Rate Loan and the Loan

Period, (iv) the maturity date for repayment of each Bid Loan to be made as part

of such borrowing (which maturity date shall not be earlier than one month after

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the date of any proposed LIBOR Rate Loan or 14 days after the date of any

proposed Absolute Rate Loan or later than the earliest to occur of (x) six

months after the date of such proposed Bid Loan, (y) the Termination Date and

(z) if the proposed Bid Loan has an interest rate that is the LIBOR Rate, the

last day of the proposed Loan Period), (v) the interest payment date or dates

relating thereto, (vi) the account to which the proceeds of such Bid Borrowing

are to be credited and (vii) any other terms to be applicable to such Bid

Borrowing. The Agent shall promptly give each Bank written notice (or telephonic

notice promptly confirmed in writing) of each such request for a Bid Borrowing

received by it from the Company. Each Notice of Competitive Bid Borrowing shall

contemplate Bid Loans in a minimum aggregate principal amount of $10,000,000 or

a higher integral multiple of $1,000,000, not to exceed, however, the excess of

the then Aggregate Commitment over the aggregate principal amount of all

outstanding Loans, calculated as of the relevant Funding Date, assuming that the

Company will pay, when due, all Loans maturing on or prior to such Funding Date

(the "Available Commitment").

(b) Bidding Procedure. Each Bank shall, if in its sole

discretion it elects to do so, irrevocably offer to make one or more Bid Loans

to the Company as part of such proposed Bid Borrowing at a rate or rates of

interest specified by such Bank in its sole discretion and determined by such

Bank independently of each other Bank, by notifying by telephone confirmed in

writing to the Agent at its Notice Office (which shall give prompt notice

thereof to the Company), before 10:00 a.m., New York City time, on the date (the

"Submission Deadline") that is (x) in the case of a proposed Absolute Rate Loan,

the same day as the date of such proposed Bid Loan and (y) in the case of a

proposed LIBOR Rate Loan, two Business Days before the date of such proposed Bid

Loan. Each Bid shall be substantially in the form of Exhibit B (each a "Bid"),

and shall specify in each case (i) the Loan Period, (ii) the minimum amount and

maximum amount of each Bid Loan that such Bank would be willing to make as part

of such proposed Bid Borrowing (which amounts may, subject to the proviso in

Section 2.1, exceed such Bank's Commitment), (iii) the rate or rates of interest

therefor and (iv) such Bank's lending office with respect to such Bid Loan;

provided, that if the Agent in its capacity as a Bank shall, in its sole

discretion, elect to make any such offer, it shall notify the Company of such

offer before 8:30 a.m., New York City time, on the Submission Deadline.

10:30 a.m., New York City time, on the Submission Deadline, either:

(i) cancel such proposed Bid Borrowing by giving the Agent

notice to that effect, or

(ii) accept (such acceptance to be irrevocable) one or more of

the offers made by any Bank or Banks pursuant to clause (b) above by

giving notice (in writing or by telephone confirmed in writing) to the

Agent of the amount of each Bid Loan (which amount shall be equal to or

greater than the minimum amount, and equal to or less than the maximum

amount, notified to the Company by the Agent on behalf of such Bank for

such Bid Borrowing pursuant to clause (b) above) to be made by such

Bank as part of such Bid Borrowing, and reject any remaining offers

made by any Bank pursuant to clause (b) above by giving the Agent

notice to that effect; provided, that for any maturity date acceptance

of offers may only be made on the basis of ascending Absolute Rates (in

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the case of an Absolute Rate Loan) or floating rates (in the case of a

LIBOR Rate Loan), in each case commencing with the lowest rate so

offered and only as to offers made in conformity with the terms hereof;

provided, further, however, if offers are made by two or more Banks at

the same rate or rates and acceptance of all such equal offers would

result in a greater principal amount of Bid Loans being accepted than

the aggregate principal amount requested by the Company, the Company

shall have the right to accept one or more of such equal offers in

their entirety and reject the other equal offer or offers or to

allocate acceptance among all such equal offers (but giving effect to

the minimum and maximum amounts specified for each such offer pursuant

to clause (b) above), as the Company may elect in its sole discretion.

The Company may not accept offers whose aggregate principal amount is

greater than the requested aggregate amount as specified in the related

Notice of Competitive Bid Borrowing, subject to the proviso in Section

2.1.

(d) Cancellation of Bid Borrowing. If the Company notifies the

Agent that such proposed Bid Borrowing is cancelled pursuant to clause (c)(i)

above, the Agent shall give prompt notice thereof to the Banks and such Bid

Borrowing shall not be made.

(e) Notification of Acceptance. If the Company accepts one or

more of the offers made by any Bank or Banks pursuant to clause (c)(ii) above,

the Agent shall in turn promptly notify (x) each Bank that has made an offer as

described in clause (b) above, of the date and aggregate amount of such Bid

Borrowing and whether or not any offer or offers made by such Bank pursuant to

clause (b) above have been accepted by the Company and (y) each Bank that is to

make a Bid Loan as part of such Bid Borrowing, of the amount of each Bid Loan to

be made by such Bank as part of such Bid Borrowing.

(f) Reliance. The Agent may rely and act upon notice given by

telephone by individuals reasonably believed by the Agent to be those designated

to the Agent by the Company or by any Bank in writing from time to time, without

waiting for receipt of written confirmation thereof, and the Company hereby

agrees to indemnify and hold harmless the Agent from and against any and all

losses, costs, expenses, damages, claims, actions or other proceedings relating

to such reliance.

Section 2.3. Funding of Bid Loans. No later than 1:00 p.m.,

New York City time, on the date specified in each Notice of Competitive Bid

Borrowing, each Bank will make available the Bid Loan, if any, to be made by

such Bank as part of the Bid Borrowing requested to be made on such date in the

manner provided below. All amounts shall be made available to the Agent in

Dollars and immediately available funds at the Payment Office of the Agent and

the Agent promptly will make available to the Company at its account specified

in the relevant Notice of Competitive Bid Borrowing the aggregate of the amounts

so made available in the type of funds received. Unless the Agent shall have

been notified by any Bank which has submitted a bid pursuant to Section 2.2(b)

prior to the date of the proposed Bid Borrowing that such Bank does not intend

to make available to the Agent its portion, if any, of the Bid Borrowing to be

made on such date, the Agent may assume that such Bank has made such amount

available to the Agent on such date of the Bid Borrowing, and the Agent, in

reliance upon such assumption, may (in its sole discretion and without any

obligation to do so) make available to the Company a corresponding amount.

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SECTION 3. COMMITTED LOANS AND NOTES.

Section 3.1. Agreement to Make Committed Loans. On the terms

and subject to the conditions of this Agreement, each Bank, severally and for

itself alone, agrees to make Loans (herein collectively called "Committed Loans"

and individually each called a "Committed Loan") on a revolving basis from time

to time from the date hereof until such Bank's Termination Date in such Bank's

Percentage of such aggregate amounts as the Company may from time to time

request as provided in Section 3.2; provided, that (a) the aggregate principal

amount of all outstanding Committed Loans of any Bank shall not at any time

exceed the amount set forth opposite such Bank's name on Schedule I (as reduced

in accordance with Section 5.1, Section 13.4 or Section 13.8) and (b) the

aggregate principal amount of all outstanding Committed Loans of all Banks plus

the aggregate principal amount of all outstanding Bid Loans of all Banks shall

not at any time exceed the then Aggregate Commitment. Within the limits of this

Section 3.1, the Company may from time to time borrow, prepay and reborrow

Committed Loans on the terms and conditions set forth in this Agreement.

Section 3.2. Procedure for Committed Loans.

(a) Committed Loan Requests. The Company shall give the Agent

irrevocable telephonic notice at the Notice Office (promptly confirmed in

writing on the same day), not later than 10:30 a.m., New York City time, (i) at

least three Business Days prior to the Funding Date in the case of LIBOR Rate

Loans or (ii) on the Funding Date in the case of Base Rate Loans, of each

requested Committed Loan, and the Agent shall promptly advise each Bank thereof

and, in the case of a LIBOR Rate Loan, if the Telerate Page is not available,

request each Reference Bank to notify the Agent of its applicable rate (as

contemplated in the definition of LIBOR). Each such notice to the Agent (a

"Committed Loan Request") shall be substantially in the form of Exhibit C and

shall specify (i) the Funding Date (which shall be a Business Day), (ii) the

aggregate amount of the Loans requested (in an amount permitted under clause (b)

below), (iii) whether each Loan shall be a LIBOR Rate Loan or a Base Rate Loan

and (iv) if a LIBOR Rate Loan, the Loan Period therefor (subject to the

limitations set forth in the definition of Loan Period).

(b) Amount and Increments of Committed Loans. Each Committed

Loan Request shall contemplate Committed Loans in a minimum aggregate amount of

$10,000,000 or a higher integral multiple of $1,000,000, not to exceed in the

aggregate (for all requested Committed Loans) the Available Commitment.

(i) Not later than 1:30 p.m., New York City time, on the

Funding Date of a Committed Loan, each Bank shall, subject to this Section

3.2(c), provide the Agent at its Notice Office with immediately available funds

covering such Bank's Committed Loan (provided, that a Bank's obligation to

provide funds to the Agent shall be deemed satisfied by such Bank's delivery to

the Agent at its Notice Office not later than 1:30 p.m., New York City time, of

a Federal reserve wire confirmation number covering the proceeds of such Bank's

Committed Loan) and the Agent shall pay over such funds to the Company not later

than 2:00 p.m., New

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York City time, on such day if the Agent shall have received

the documents required under Section 10 with respect to such Loan and the other

conditions precedent to the making of such Loan shall have been satisfied not

later than 10:00 a.m., New York City time, on such day. If the Agent does not

receive such documents or such other conditions precedent have not been

satisfied prior to such time, then (A) the Agent shall not pay over such funds

to the Company, (B) the Company's Committed Loan Request related to such Loan

shall be deemed cancelled in its entirety, (C) in the case of Committed Loan

Requests relative to LIBOR Rate Loans, the Company shall be liable to each Bank

in accordance with Section 7.4(a) and (D) the Agent shall return the amount

previously provided to the Agent by each Bank on the next following Business

Day.

(ii) The Company agrees, notwithstanding its previous delivery

of any documents required under Section 10 with respect to a particular Loan,

immediately to notify the Agent of any failure by it to satisfy the conditions

precedent to the making of such Loan. The Agent shall be entitled to assume,

after it has received each of the documents required under Section 10 with

respect to a particular Loan, that each of the conditions precedent to the

making of such Loan has been satisfied absent actual knowledge to the contrary

received by the Agent prior to the time of the receipt of such documents. Unless

the Agent shall have notified the Banks prior to 10:30 a.m., New York City time,

on the Funding Date of any Loan that the Agent has actual knowledge that the

conditions precedent to the making of such Loan have not been satisfied, the

Banks shall be entitled to assume that such conditions precedent have been

satisfied.

(d) Repayment of Loans. If any Bank is to make a Committed

Loan hereunder on a day on which the Company is to repay (or has elected to

prepay, pursuant to Section 5.2) all or any part of any outstanding Loan held by

such Bank, the proceeds of such new Committed Loan shall be applied to make such

repayment and only an amount equal to the positive difference, if any, between

the amount being borrowed and the amount being repaid shall be requested by the

Agent to be made available by such Bank to the Agent as provided in Section

3.2(c).

Section 3.3. Maturity of Committed Loans. Except for a Base

Rate Loan, which shall mature on the Termination Date, a Committed Loan made by

a Bank shall mature on the last day of the Loan Period applicable to such

Committed Loan, but in no event later than the Termination Date for such Bank.

SECTION 4. INTEREST AND FEES.

Section 4.1. Interest Rates. The Company hereby promises to

pay interest on the unpaid principal amount of each Loan for the period

commencing on the Funding Date for such Loan until such Loan is paid in full, as

follows:

(a) if such Loan is a Bid Loan, at a rate per annum equal to

the Absolute Rate or the LIBOR Rate, as applicable, offered by the applicable

Bank and accepted by the Company for such Bid Loan;

(b) if such Loan is a Base Rate Loan, at a rate per annum

equal to the Base Rate from time to time in effect; and

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Loan, at a rate per annum equal to the LIBOR Rate applicable to the Loan Period

for such Loan; provided, however, that after the maturity of any Loan (whether

by acceleration or otherwise), such Loan shall bear interest on the unpaid

principal amount thereof at a rate per annum (calculated on the basis of a

360-day year for the actual number of days involved) equal to the Base Rate from

time to time in effect (but not less than the interest rate in effect for such

Loan immediately prior to maturity) plus 1% per annum.

Section 4.2. Interest Payment Dates. Except for Base Rate

Loans, as to which accrued interest shall be payable on the last day of each

calendar quarter and on the Termination Date, accrued interest on each Loan

shall be payable in arrears on the last day of the Loan Period therefor and (i)

with respect to each LIBOR Rate Loan with a Loan Period of six months, on the

day that is three months after the first day of such Loan Period (or, if there

is no day in such third month numerically corresponding to such first day of the

Loan Period, on the last Business Day of such month) and (ii) with respect to

each Absolute Rate Loan with a Loan Period exceeding 90 days, on the day that is

90 days after the first day of such Loan Period. After the maturity of any Loan,

accrued interest on such Loan shall be payable on demand. If any interest

payment date falls on a day that is not a Business Day, such interest payment

date shall be postponed to the next succeeding Business Day and the interest

paid shall cover the period of postponement (except that if the Loan is a LIBOR

Rate Loan and the next succeeding Business Day falls in the next succeeding

calendar month, such interest payment date shall be the immediately preceding

Business Day).

Section 4.3. Setting and Notice of Committed Loan Rates. The

applicable interest rate for each Committed Loan hereunder shall be determined

by the Agent and notice thereof shall be given by the Agent promptly to the

Company and to each Bank. Each determination of the applicable interest rate by

the Agent shall be conclusive and binding upon the parties hereto in the absence

of demonstrable error.

In the case of LIBOR Rate Loans, each Reference Bank agrees to

use its best efforts to notify the Agent in a timely fashion of its applicable

rate after the Agent's request (if any) therefor under Section 2.2(a) and

Section 3.2(a) (as contemplated in the definition of LIBOR). If as to any Loan

Period the Telerate Page is not available and any one or more of the Reference

Banks is unable or for any reason fails to notify the Agent of its applicable

rate by 11:30 a.m., New York City time, two Business Days before the Funding

Date, then the applicable LIBOR Rate shall be determined on the basis of the

rate or rates of which the Agent is given notice by the remaining Reference Bank

or Banks by such time. If the Telerate Page is not available and none of the

Reference Banks notifies the Agent of the applicable rate prior to 11:30 a.m.,

New York City time, two Business Days before the Funding Date, then (i) the

Agent shall promptly notify the other parties thereof and (ii) at the option of

the Company the Committed Loan Request delivered by the Company pursuant to

Section 3.2(a) with respect to such Funding Date shall be cancelled or shall be

deemed to have specified a Base Rate Loan.

The Agent shall, upon written request of the Company or any

Bank, deliver to the Company or such Bank a statement showing the computations

used by the Agent in determining

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the interest rate applicable to any LIBOR Rate Loan.

Section 4.4. Facility Fee. The Company agrees to pay to the

Agent for the accounts of the Banks pro rata in accordance with their respective

Percentages an annual facility fee computed by multiplying the average daily

amount of the Aggregate Commitment (whether used or unused) by the applicable

percentage determined with respect to such facility fee in accordance with

Schedule II hereto. Such fee shall be payable quarterly in arrears on the last

Business Day of March, June, September and December of each year (beginning with

the last Business Day of December, 2003) until the Commitments have expired or

have been terminated and on the date of such expiration or termination (and, in

the case of any Terminating Bank, such Bank's Termination Date), in each case

for the period then ending for which such facility fee has not previously been

paid.

Section 4.5. Utilization Fee. The Company agrees to pay to the

Agent for the accounts of the Banks pro rata in accordance with their respective

Percentages, (i) during any period that the aggregate outstanding principal

amount of the Loans exceeds 33.33% of the Aggregate Commitment, a utilization

fee computed by multiplying the average daily amount of the Aggregate Commitment

by the applicable percentage determined with respect to such utilization fee in

accordance with Schedule II hereto and (ii) during any period that the aggregate

outstanding principal amount of the Loans exceeds 66.66% of the Aggregate

Commitment, a utilization fee in addition to the utilization fees accruing

pursuant to clause (i) above computed by multiplying the average daily amount of

the Aggregate Commitment by the applicable percentage determined with respect to

such utilization fee in accordance with Schedule II hereto; provided, that if

the then outstanding aggregate principal amount of Bid Loans exceeds an amount

equal to 33.33% of the Aggregate Commitments as then in effect, then in

calculating the aggregate outstanding principal amount of the Loans for purposes

of this Section 4.5 only, the aggregate outstanding principal amount of Loans

shall not include an amount equal to 33.33% of the Aggregate Commitments as then

in effect. Accrued utilization fees shall be due and payable on each date that

interest is payable on each such Loan.

Section 4.6. Agent's Fees. The Company agrees promptly to pay

to the Agent such fees as may be agreed from time to time by the Company and the

Agent.

Section 4.7. Computation of Interest and Fees. Interest on

LIBOR Rate Loans, and facility and utilization fees shall be computed for the

actual number of days elapsed on the basis of a 360-day year; and interest on

Base Rate Loans shall be computed for the actual number of days elapsed on the

basis of a 365/366 day year, as the case may be. The interest rate applicable to

each LIBOR Rate Loan and Base Rate Loan, and (to the extent applicable) after

the maturity of any other type of Loan, the interest rate applicable to such

Loan, shall change simultaneously with each change in the LIBOR Rate or the Base

Rate, as applicable.

SECTION 5. REDUCTION OR TERMINATION OF THE COMMITMENTS;

REPAYMENT; PREPAYMENTS.

Section 5.1. Voluntary Termination or Reduction of the

Commitments. The Company may at any time on at least 5 days' prior irrevocable

notice received by the Agent (which shall promptly on the same day or on the

next Business Day advise each Bank thereof)

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permanently reduce the amount of the Commitments (such reduction to be pro rata

among the Banks according to their respective Percentages) to an amount not less

than the aggregate principal amount of all outstanding Loans. Any such reduction

shall be in the amount of $5,000,000 or an integral multiple of $1,000,000 in

excess thereof. Concurrently with any such reduction, the Company shall prepay

the principal of any Committed Loans outstanding to the extent that the

aggregate amount of such Loans outstanding shall then exceed the Aggregate

Commitment, as so reduced. The Company may from time to time on like irrevocable

notice terminate the Commitments upon payment in full of all Loans, all interest

accrued thereon, all fees and all other obligations of the Company hereunder;

provided, however, that the Company may not at any time terminate the

Commitments if any Bid Loan is outstanding (unless the holder of each such

outstanding Bid Loan has given its prior written consent to the concurrent

repayment of such Bid Loan).

Section 5.2. Voluntary Prepayments. The Company may

voluntarily prepay Loans (other than Bid Loans, which may only be prepaid with

the prior written consent of the holder thereof) without premium or penalty,

except as may be required pursuant to subsection (e) below, in whole or in part;

provided, that (a) each prepayment shall be in an aggregate principal amount of

$10,000,000 or an integral multiple of $1,000,000 in excess thereof, (b) except

for the prepayment of the aggregate amount of all Loans outstanding, no such

prepayment shall result in there being less than $10,000,000 in Loans

outstanding in the aggregate, (c) the Company shall give the Agent at its Notice

Office (which shall promptly advise each Bank) not less than three Business

Days' prior notice thereof specifying the Loans to be prepaid and the date and

amount of prepayment, (d) any prepayment of principal of any Loan shall include

accrued interest to the date of prepayment on the principal amount being prepaid

and (e) any prepayment of a LIBOR Rate Loan shall be subject to the provisions

of Section 7.4.

SECTION 6. MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES.

Section 6.1. Making of Payments. Except as provided in Section

3.2(d), payments (including those made pursuant to Section 5.1) of principal of,

or interest on, the Loans and all payments of fees shall be made by the Company

to the Agent in immediately available funds at its Payment Office not later than

12:00 Noon, New York City time, on the date due; and funds received after that

hour shall be deemed to have been received by the Agent on the next following

Business Day. The Agent shall promptly remit to each Bank its share (if any) of

each such payment. All payments under Section 7 shall be made by the Company

directly to the Persons entitled thereto.

Section 6.2. Pro Rata Treatment; Sharing.

(a) Except as required pursuant to Section 7 or Section 13.8,

each payment or prepayment of principal of any Committed Loans, each payment of

interest on the Committed Loans, and each payment of the facility fee shall be

allocated pro rata among the Banks in accordance with their respective

Percentages. Each payment of principal of any Bid Borrowing shall be allocated

pro rata among the Banks participating in such Bid

Credit Agreement

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Borrowing in accordance with the respective principal amounts of their

outstanding Bid Loans comprising such Bid Borrowing. Each payment of interest on

any Bid Borrowing shall be allocated pro rata among the Banks participating in

such Bid Borrowing in accordance with the respective amounts of accrued and

unpaid interest on their outstanding Bid Loans comprising such Bid Borrowing.

(b) If any Bank or other holder of a Committed Loan shall

obtain any payment or other recovery (whether voluntary, involuntary, by

application of offset or otherwise) on account of principal of, interest on or

fees or other amounts with respect to any Committed Loan in excess of the share

of payments and other recoveries (exclusive of payments or recoveries under

Section 7 or pursuant to Section 13.8) such Bank or other holder would have

received if such payment had been distributed pursuant to the provisions of

Section 6.2(a), such Bank or other holder shall purchase from the other Banks or

holders, in a manner to be specified by the Agent, such participations in the

Committed Loans held by them as shall be necessary so that all such payments of

principal and interest with respect to the Committed Loans shall be shared by

the Banks and other holders pro rata in accordance with their respective

Percentages; provided, however, that if all or any portion of the excess payment

or other recovery is thereafter recovered from such purchasing Bank or holder,

the purchase shall be rescinded and the purchase price restored to the extent of

such recovery, but without interest.

payment or other recovery (whether voluntary, involuntary, by application of

offset or otherwise) on account of principal of, interest on or fees or other

amounts with respect to any Bid Loan in excess of the share of payments and

other recoveries (exclusive of payments or recoveries pursuant to Section 7 or

Section 13.8) such Bank or other holder would have received if such payment had

been distributed pursuant to the provisions of Section 6.2(a), such Bank or

other holder shall purchase from the other Banks or holders participating in

such Bid Borrowing, in a manner to be specified by the Agent, such

participations in the Bid Loans held by them as shall be necessary so that all

such payments of principal and interest with respect to the Bid Loans shall be

shared by the Banks and other holders participating in such Bid Borrowing in a

manner consistent with Section 6.2(a); provided, however, that if all or any

portion of the excess payment or other recovery is thereafter recovered from

such purchasing Bank or holder, the purchase shall be rescinded and the purchase

price restored to the extent of such recovery, but without interest.

Section 6.3. Set-off. The Company agrees that the Agent, each

Bank, each Assignee and each Participant has all rights of set-off and bankers'

lien provided by applicable law, and the Company further agrees that at any time

(i) any amount owing by the Company under this Agreement is due to any such

Person or (ii) any Event of Default exists, each such Person may apply to the

payment of any amount payable hereunder any and all balances, credits, deposits,

accounts or moneys of the Company then or thereafter with such Person.

Section 6.4. Taxes, etc. (a) All payments made by the Company

to the Agent, any Bank, any Assignee or any Participant under this Agreement and

the Notes shall be made without any set-off or counterclaim, and free and clear

of and without deduction for or on account of any present or future Covered

Taxes now or hereafter imposed (except to the extent that such withholding or

deduction (x) is compelled by law, (y) results from the breach, by the recipient

of a payment, of its agreement contained in Section 6.4(b), Section 6.4(c) or

Section 6.4(e) or (z) would not be required if the representation or warranty

contained in the second

Credit Agreement

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sentence of Section 6.4(b) were true as of the date of this Agreement, or with

respect to a Bank that becomes a Bank pursuant to Section 13.4.1, Section 13.4.2

or Section 13.8, true at the time such Bank becomes a Bank hereunder). If the

Company is compelled by law to make any such deductions or withholdings of any

Covered Taxes it will:

(i) pay to the relevant authorities the full amount required

to be so withheld or deducted,

(ii) except to the extent that such withholding or deduction

results from the breach by the recipient of its agreement contained in

Section 6.4(b), Section 6.4(c) or Section 6.4(e) or, if applicable,

would not be required if the representation or warranty contained in

the second sentence of Section 6.4(b) were true as of the date of this

Agreement, or with respect to a Bank that becomes a Bank pursuant to

Section 13.4.1, Section 13.4.2 or Section 13.8, true at the time such

Bank becomes a Bank hereunder, pay such additional amounts as may be

necessary in order that the net amount received by the Agent, each

Bank, each Assignee and each Participant after such deductions or

withholdings (including any required deduction or withholding on such

additional amounts) shall equal the amount such payee would have

received had no such deductions or withholdings been made, and

(iii) promptly forward to the Agent (for delivery to such

payee) an official receipt or other documentation satisfactory to the

Agent evidencing such payment to such authorities.

Moreover, if any Covered Taxes are directly asserted against

the Agent, any Bank, any Assignee or any Participant, such payee may pay such

Covered Taxes, and, upon receipt of an official receipt or other satisfactory

documentation evidencing such payment, the Company shall promptly pay such

additional amount (including, without limitation, any penalties, interest or

reasonable expenses) as may be necessary in order that the net amount received

by such payee after the payment of such Covered Taxes (including any Covered

Taxes on such additional amount) shall equal the amount such payee would have

received had no such Covered Taxes been asserted (provided, that the Agent, the

Banks, and any Assignee or Participant shall use reasonable efforts, to the

extent consistent with applicable laws and regulations, to minimize to the

extent possible any such Covered Taxes if they can do so without material cost

or legal or regulatory disadvantage). For purposes of this Section 6.4, a

distribution hereunder by the Agent or any Bank to or for the account of any

Bank, Assignee or Participant shall be deemed to be a payment by the Company.

The Company's agreement under this Section 6.4 shall survive repayment of the

Loans, cancellation of the Notes or any termination of this Agreement.

(b) In consideration of, and as a condition to, the Company's

undertakings in Section 6.4(a), each Bank other than a Bank that is organized

and existing under the laws of the United States of America or any State thereof

(a "Non-U.S. Bank") agrees to execute and deliver to the Agent at its Payment

Office for delivery to the Company, before the first scheduled payment date in

each year, (i) to the extent it acts for its own account with respect to any

portion of any sums paid or payable to such Non-U.S. Bank under this Agreement,

two original copies of

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United States Internal Revenue Service Forms W-8BEN, W-8ECI or W-8EXP (or any

successor forms), as appropriate, properly completed and duly executed by such

Non-U.S. Bank, and claiming complete exemption from withholding and deduction of

United States Federal Taxes, and (ii) to the extent it does not act or has

ceased to act for its own account with respect to any portion of any sums paid

or payable to such Bank under this Agreement (for example, in the case of a

typical Participation by such Non-U.S. Bank), (1) for the portion of any such

sums paid or payable with respect to which such Non-U.S. Bank acts for its own

account, two original copies of the forms or statements required to be provided

by such Non-U.S. Bank under subsection (i) of this Section 6.4(b), properly

completed and duly executed by such Non-U.S. Bank and claiming complete

exemption from withholding and deduction of United States Federal Taxes, and (2)

for the portion of any such sums paid or payable with respect to which such

Non-U.S. Bank does not act or has ceased to act for its own account, two

original copies of United States Internal Revenue Service Form W-8IMY (or any

successor forms), properly completed and duly executed by such Non-U.S. Bank,

together with any information, if any, such Non-U.S. Bank chooses to transmit

with such form, and any other certificate or statement of exemption required

under the Internal Revenue Code or the regulations issued thereunder. Each Bank

hereby (i) represents and warrants to the Company that, at the date of this

Agreement, or at the time such Bank becomes a Bank hereunder, it is entitled to

receive payments of principal and interest hereunder without deduction for or on

account of any Taxes imposed by the United States of America or any political

subdivision thereof, and (ii) acknowledges that in the event that after the date

of this Agreement or after the date that a Bank becomes a Bank hereunder, such

Bank is no longer entitled to receive payments or principal and interest

hereunder without deduction for or on account of any Taxes imposed by the United

States of America or any political subdivision thereof, such Bank will be

subject to removal pursuant to Section 13.8 hereof.

the initial delivery by such Non-U.S. Bank of any forms or other information

pursuant to Section 6.4(b), whenever a lapse in time or change in circumstances

renders such forms, certificates or other evidence so delivered obsolete or

inaccurate in any material respect, that such Non-U.S. Bank shall promptly (and

in all events, prior to the next applicable payment date), deliver to the Agent

at the Payment Office for delivery to the Company two original copies of any

renewal, amendment or additional or successor forms, properly completed and duly

executed by such Non-U.S. Bank, together with any other certificate or statement

of exemption required by applicable law or regulation in order to (i) confirm or

establish such Non-U.S. Bank's complete exemption from withholding and deduction

of United States Federal Taxes with respect to payments to such Bank under this

Agreement or (ii) in the case of a change in law after the date on which such

Non-U.S. Bank became a Bank hereunder that results in a withholding or deduction

of United States Federal Taxes on payments hereunder to such Non-U.S. Bank,

establish the status of such Non-U.S. Bank as other than a United States person

for United States Federal tax purposes and, to the extent entitled under an

applicable treaty or other law, claim the benefit of a reduced rate of

withholding and deduction of United States Federal Taxes with respect to any

such payments under an applicable tax treaty of the United States, or (iii) if

applicable, confirm or establish that such Non-U.S. Bank does not act for its

own account with respect to any portion of any such payments.

(d) If the Company determines in good faith that a reasonable

basis exists for

Credit Agreement

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-22-

contesting a Covered Tax with respect to which the Company has paid an

additional amount under this Section 6.4, the Agent and the Banks, as

applicable, shall, subject to Section 6.4(f), cooperate with the Company in

challenging such Covered Tax at the Company's expense if requested by the

Company (it being understood and agreed that neither the Agent nor any Bank

shall have any obligation to contest, or any responsibility for contesting, any

Tax). If the Agent or a Bank has actual knowledge that it is entitled to receive

a refund (whether by way of a direct payment or by clearly identifiable offset

to an amount otherwise owed to the relevant taxing authority) in respect of a

Covered Tax with respect to which the Company has paid an additional amount

under this Section 6.4, it shall promptly notify the Company of the availability

of such refund (unless it was made aware of such refund by the Company) and

shall, within 30 days after the receipt of a request from the Company, apply for

such refund at the Company's expense. If th

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