MASTERCARD INC
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>y62583exv10w1.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                                                           EXECUTION COUNTERPART


                                 $1,200,000,000

                                CREDIT AGREEMENT

                                      AMONG

                      MASTERCARD INTERNATIONAL INCORPORATED

                             MASTERCARD INCORPORATED

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO

                           SALOMON SMITH BARNEY INC.,
                              AS SOLE LEAD ARRANGER

                                       AND


                                 CITIBANK, N.A.,
                           AS CO-ADMINISTRATIVE AGENT


                              JPMORGAN CHASE BANK,
                           AS CO-ADMINISTRATIVE AGENT


                          J.P. MORGAN SECURITIES, INC.,
                                 AS CO-ARRANGER



                          J.P. MORGAN SECURITIES, INC.,
                               FLEET NATIONAL BANK
                                  HSBC BANK USA

                            AS CO-SYNDICATION AGENTS

                            DATED AS OF JUNE 4, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
SECTION 1.  DEFINITIONS.....................................................................     1
         1.1      Defined Terms.............................................................     1
         1.2      Other Definitional Provisions.............................................    14

SECTION 2.  AMOUNT AND TERMS OF LOANS.......................................................    14
         2.1      Revolving Credit Commitments..............................................    14
         2.2      Procedure for Revolving Credit Borrowing..................................    15
         2.3      Term Loans................................................................    15
         2.4      Procedure for Term Loan Borrowing.........................................    15
         2.5      Facility Fee..............................................................    16
         2.6      Termination or Reduction of Commitments...................................    16
         2.7      Repayment of Revolving Credit Loans and Term Loans;  Evidence of Debt.....    16
         2.8      Optional Prepayments......................................................    17
         2.9      Conversion and Continuation Options.......................................    17
         2.10     CAF Advances..............................................................    18
         2.11     Procedure for CAF Advance Borrowing.......................................    18
         2.12     CAF Advance Payments......................................................    21
         2.13     Evidence of Debt..........................................................    21
         2.14     Certain Restrictions......................................................    21
         2.15     Minimum Amounts of Tranches...............................................    21
         2.16     Interest Rates and Payment Dates..........................................    22
         2.17     Computation of Interest and Fees..........................................    22
         2.18     Inability to Determine Interest Rate......................................    22
         2.19     Pro Rata Treatment and Payments...........................................    23
         2.20     Swing Line Commitment.....................................................    24
         2.21     Illegality................................................................    26
         2.22     Requirements of Law.......................................................    26
         2.23     Taxes.....................................................................    27
         2.24     Indemnity.................................................................    28
         2.25     Commitment Increases......................................................    29

SECTION 3.  REPRESENTATIONS AND WARRANTIES BY INTERNATIONAL.................................    30
         3.1      Financial Condition.......................................................    30
         3.2      No Change.................................................................    30
         3.3      Corporate Existence; Compliance with Law..................................    30
         3.4      Corporate Power; Authorization; Enforceable Obligations...................    31
         3.5      No Legal Bar..............................................................    31
         3.6      No Material Litigation....................................................    31
         3.7      No Default................................................................    31
         3.8      Ownership of Property; Liens..............................................    31
         3.9      Intellectual Property.....................................................    31
         3.10     No Burdensome Restrictions................................................    32
         3.11     Taxes.....................................................................    32
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
         3.12     Federal Regulations.......................................................    32
         3.13     ERISA.....................................................................    32
         3.14     Investment Company Act; Other Regulations.................................    33
         3.15     Subsidiaries..............................................................    33
         3.16     Purpose of Loans..........................................................    33
         3.17     Environmental Matters.....................................................    33

SECTION 4.  CONDITIONS PRECEDENT............................................................    34
         4.1      Conditions to Initial Loans...............................................    34
         4.2      Conditions to Each Loan...................................................    35

SECTION 5.  AFFIRMATIVE COVENANTS...........................................................    36
         5.1      Financial Statements......................................................    36
         5.2      Certificates; Other Information...........................................    36
         5.3      Payment of Obligations....................................................    37
         5.4      Conduct of Business and Maintenance of Existence..........................    37
         5.5      Maintenance of Property; Insurance........................................    37
         5.6      Inspection of Property; Books and Records; Discussions....................    37
         5.7      Notices...................................................................    38
         5.8      Environment Laws..........................................................    38

SECTION 6.  NEGATIVE COVENANTS..............................................................    39
         6.1      Maintenance of Net Worth..................................................    39
         6.2      Limitation on Liens.......................................................    39
         6.3      Limitation on Fundamental Changes.........................................    40
         6.4      Limitation on Sale of Assets..............................................    41
         6.5      Limitation on Dividends...................................................    41
         6.6      Limitation on Investments, Loans and Advances.............................    42
         6.7      Limitation on Transactions with Affiliates................................    42
         6.8      Limitation on Changes in Fiscal Year......................................    42
         6.9      Limitation on Lines of Business...........................................    42

SECTION 7.  EVENTS OF DEFAULT...............................................................    42

SECTION 8.  THE ADMINISTRATIVE AGENT........................................................    45
         8.1      Appointment...............................................................    45
         8.2      Delegation of Duties......................................................    45
         8.3      Exculpatory Provisions....................................................    45
         8.4      Reliance by Administrative Agent..........................................    45
         8.5      Notice of Default.........................................................    46
         8.6      Non-Reliance on Administrative Agent and Other Lenders....................    46
         8.7      Indemnification...........................................................    47
         8.8      Administrative Agent in Its Individual Capacity...........................    47
         8.9      Successor Administrative Agent............................................    47
         8.10     Substitute Administrative Agent...........................................    47
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
SECTION 9.  CONVERSION PROVISIONS...........................................................    48
         9.1      Guarantee and Assumption of Obligations...................................    48
         9.2      Representations and Warranties............................................    52
         9.3      Additional Covenant.......................................................    56

SECTION 10.  MISCELLANEOUS..................................................................    56
         10.1     Amendments and Waivers....................................................    56
         10.2     Notices...................................................................    57
         10.3     No Waiver; Cumulative Remedies............................................    57
         10.4     Survival of Representations and Warranties................................    58
         10.5     Payment of Expenses and Taxes.............................................    58
         10.6     Successors and Assigns; Participations and Assignments....................    59
         10.7     Adjustments; Set-off......................................................    62
         10.8     Counterparts..............................................................    63
         10.9     Severability..............................................................    63
         10.10    Integration...............................................................    63
         10.11    Termination of Commitments and Swing Line Commitments.....................    63
         10.12    GOVERNING LAW.............................................................    63
         10.13    Submission To Jurisdiction; Waivers.......................................    63
         10.14    Acknowledgements..........................................................    64
         10.15    WAIVERS OF JURY TRIAL.....................................................    64
</TABLE>

<TABLE>
<CAPTION>
SCHEDULES
<S>      <C>      <C>
1.1(a)   -        Cash Equivalents
1.1(b)   -        Permitted Investments
1.2      -        Commitments
3.1      -        Interest Rate and Currency Protection
3.6      -        Material Litigation
3.15     -        Subsidiaries
6.2(f)   -        Liens
9.2(o)   -        Inc. Subsidiaries
9.3      -        Dividend Blocks
10.7(b)  -        Fiduciary Accounts
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
<S>      <C>
A        Form of Revolving Credit Note
B        Form of Term Note
C        Form of Swing Line Note
D-1      Form of CAF Advance Request
D-2      Form of CAF Advance Offer
D-3      Form of CAF Advance Confirmation
D-4      Form of CAF Advance Assignment
E        Form of Swing Line Loan Participation Certificate
F-1      Form of Opinion of General Counsel of Borrower
</TABLE>


                                      iii
<PAGE>
                                                                         PAGE

<TABLE>
<S>      <C>
F-2      Form of Opinion of General Counsel of Inc.
G        Form of Borrowing Notice
H        Form of Assignment and Acceptance
I        Form of Closing Certificate
J        Form of Compliance Certificate
K-1      Form of New Lender Supplement
K-2      Form of Commitment Increase Supplement
L        Form of Conversion Date Certificate
M        Conversion Date Closing Items
</TABLE>


                                       iv
<PAGE>
                  CREDIT AGREEMENT, dated as of June 4, 2002 among MASTERCARD
INTERNATIONAL INCORPORATED, a Delaware corporation ("International"), MASTERCARD
INCORPORATED, a Delaware corporation ("Inc."), the several banks and other
financial institutions from time to time parties to this Agreement (the
"Lenders"), and CITIBANK, N.A. ("Citibank"), as administrative agent for the
Lenders hereunder (Citibank, in its capacity as administrative agent, the
"Administrative Agent"), and JPMORGAN CHASE BANK, as back-up administrative
agent for the Lenders hereunder (JPMorgan Chase Bank, in its capacity as back-up
agent, the "Backup Agent").

                  The parties hereto hereby agree as follows:


                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

                  "ABR": a fluctuating interest rate per annum in effect from
         time to time, which rate per annum shall at all times be equal to the
         highest of:

                                    (i) the rate of interest announced publicly
                  by Citibank in New York City from time to time as Citibank's
                  base rate; and

                                    (ii) 1.00% per annum above the latest
                  three-week moving average of secondary market morning offering
                  rates in the United States for three-month certificates of
                  deposit of major United States money market banks, such
                  three-week moving average being determined weekly on each
                  Monday (or, if any such day is not a Business Day, on the next
                  succeeding Business Day) for the three-week period ending on
                  the previous Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal Reserve Bank of New York or, if such publications
                  shall be suspended or terminated, on the basis of quotations
                  for such rates received by Citibank from three New York
                  certificate of deposit dealers of recognized standing selected
                  by Citibank, in either case adjusted to the nearest 0.25%, or
                  if there is no nearest 0.25%, to the next higher 0.25%; and

                                    (iii) for any day, 0.50% per annum above the
                  Federal Funds Rate in effect on such day;

                  plus for each Term Loan, 0.25%.

                  Each change in any interest rate provided for herein based
         upon the ABR resulting from a change in the ABR shall take effect at
         the time of such change in the ABR.

                  "ABR Loans": Revolving Credit Loans and Term Loans hereunder
         the rate of interest applicable to which is based upon the ABR.

                  "Administrative Agent":  as defined in the preamble hereof.


                                CREDIT AGREEMENT
<PAGE>
                                                                               2


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

                  "Affiliate": as to any Person, any other Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (a) vote 25% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (b) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.

                  "Agreement": this Credit Agreement, as amended, supplemented
         or otherwise modified from time to time.

                  "Applicable Margin": for each LIBOR Loan 0.28% per annum,
         plus, (i) on each day on which the drawn portion of the aggregate
         amount of the Commitments (including Swing Line Loans, CAF Advances and
         Term Loans) exceeds 33% of the aggregate amount of the Commitments as
         in effect on the Closing Date, 0.10% per annum and (ii) for each Term
         Loan, 0.25%.

                  "Assignee":  as defined in subsection 10.6(c).

                  "Available Commitment": as to any Lender on any day, an amount
         equal to the excess, if any, of (a) the amount of such Lender's
         Commitment over (b) the aggregate of (i) the aggregate principal amount
         of all Revolving Credit Loans and Term Loans made by such Lender then
         outstanding and (ii) an amount equal to such Lender's Commitment
         Percentage of the aggregate principal amount of all Swing Line Loans
         then outstanding (after giving effect to any repayment of Swing Line
         Loans on such day).

                  "Backup Agent": as defined in the preamble hereof.

                  "Board": the Board of Governors of the Federal Reserve System
         of the United States (or any successor).

                  "Borrower": until the Conversion Date, International, and from
         and after the Conversion Date, Inc.

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to subsections 2.2, 2.4, 2.11 or 2.20 as a date on which the
         Borrower requests the Lenders or the Swing Line Lender, as the case may
         be, to make Loans hereunder.

                  "Business":  as defined in subsection 3.17.

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City are authorized or
         required by law to close; provided that when such term is used to
         describe a day on which a borrowing, payment or interest rate
         determination is to be made in respect of a LIBOR Loan or a LIBOR CAF
         Advance, such day shall also be a day on which dealings in foreign
         currencies and exchange between banks may be carried on in London,
         England.


                                CREDIT AGREEMENT
<PAGE>
                                                                               3


                  "CAF Advance": each CAF Advance made pursuant to subsection
         2.10.

                  "CAF Advance Availability Period": the period from and
         including the Closing Date to and including the date which is 7 days
         prior to the Revolving Credit Termination Date.

                  "CAF Advance Confirmation": each confirmation by the Borrower
         of its acceptance of CAF Advance Offers, which confirmation shall be
         substantially in the form of Exhibit D-3 and shall be delivered to the
         Administrative Agent by facsimile transmission.

                  "CAF Advance Interest Payment Date": as to each CAF Advance,
         each interest payment date specified by the Borrower for such CAF
         Advance in the related CAF Advance Request.

                  "CAF Advance Maturity Date": as to any CAF Advance, the date
         specified by the Borrower pursuant to subsection 2.11(a) in its
         acceptance of the related CAF Advance Offer.

                  "CAF Advance Offer": each offer by a Lender to make CAF
         Advances pursuant to a CAF Advance Request, which offer shall contain
         the information specified in Exhibit D-2 and shall be delivered to the
         Administrative Agent by telephone, immediately confirmed by facsimile
         transmission.

                  "CAF Advance Request": each request by the Borrower for
         Lenders to submit bids to make CAF Advances, which request shall
         contain the information in respect of such requested CAF Advances
         specified in Exhibit D-1 and shall be delivered to the Administrative
         Agent in writing, by facsimile transmission, or by telephone,
         immediately confirmed by facsimile transmission.

                  "Capital Lease": as applied to any Person, any lease of any
         property (whether real, personal or mixed) by that Person as lessee
         which, in conformity with GAAP, is, or is required to be, accounted for
         as a capital lease on the balance sheet of that Person.

                  "Capitalized Lease Obligations": all obligations under Capital
         Leases of any Person, in each case taken at the amount thereof
         accounted for as liabilities in accordance with GAAP.

                  "Capital Stock": any and all shares, interests, participations
         or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants or options to
         purchase any of the foregoing.

                  "Cash Equivalents": (i) cash equivalents in existence on March
         31, 2002 as set forth on Schedule 1.1(a) (and, in the case of any such
         cash equivalents described on Schedule 1.1(a), any replacement of any
         such cash equivalents with substantially the same investment), (ii)
         securities issued or directly and fully guaranteed or insured by the
         United States or any agency or instrumentality thereof (provided that
         the full faith and credit of the United States is pledged in support
         thereof) having maturities of not more


                                CREDIT AGREEMENT
<PAGE>
                                                                               4


         than one year from the date of acquisition, (iii) Dollar denominated
         time deposits, certificates of deposit and bankers acceptances of any
         Lender or any bank whose short-term commercial paper rating from
         Standard & Poor's Corporation ("S&P") is at least A-1 or the
         equivalent thereof or from Moody's Investors Service, Inc. ("Moody's")
         is at least P-1 or the equivalent thereof (any such bank, an
         "Approved Bank"), with maturities of not more than one year from the
         date of acquisition, (iv) repurchase obligations with a term of not
         more than seven days for underlying securities of the type described in
         clause (ii) entered into with an Approved Bank, (v) commercial paper
         issued by, or guaranteed by, any Approved Bank or by the parent company
         of any Approved Bank or commercial paper issued by, or guaranteed by,
         any industrial or financial company with a short-term commercial paper
         rating of at least A-1 or the equivalent thereof by S&P or at least P-1
         or the equivalent thereof by Moody's, or issued by, or guaranteed by,
         any industrial or financial company with a long term unsecured debt
         rating of at least A or A2, or the equivalent of each thereof, from S&P
         or Moody's, respectively, and in each case maturing within one year
         after the date of acquisition and (vi) any fund or funds making
         substantially all of their investments in investments of the type
         described in clauses (i) through (v) above.

                  "C/D Assessment Rate": for any day as applied to any loan the
         interest rate applicable to which is based upon the ABR, the annual
         assessment rate in effect on such day which is payable by a member of
         the Bank Insurance Fund maintained by the Federal Deposit Insurance
         Corporation (the "FDIC") classified as well-capitalized and within
         supervisory subgroup "B" (or a comparable successor assessment risk
         classification) within the meaning of 12 C.F.R. Section 327.4 (or any
         successor provision) to the FDIC (or any successor) for the FDIC's (or
         such successor's) insuring time deposits at offices of such institution
         in the United States.

                  "C/D Reserve Percentage": for any day as applied to any loan
         the interest rate applicable to which is based upon the ABR, that
         percentage (expressed as a decimal) which is in effect on such day, as
         prescribed by the Board, for determining the maximum reserve
         requirement for a Depositary Institution (as defined in Regulation D of
         the Board) in respect of new non-personal time deposits in Dollars
         having a maturity of 30 days or more.

                  "Citibank": as defined in the preamble hereof.

                  "Closing Date": the date on which the conditions precedent set
         forth in subsection 4.1 shall be satisfied.

                  "Code": the Internal Revenue Code of 1986, as amended from
         time to time.

                  "Commitment": as to any Lender, the obligation of such Lender
         to make Revolving Credit Loans and Term Loans to the Borrower hereunder
         in an aggregate principal amount at any one time outstanding not to
         exceed the amount set forth opposite such Lenders name on Schedule 1.2,
         as such amount may be reduced or increased from time to time in
         accordance with the provisions of this Agreement.

                  "Commitment Increase Offer": as defined in subsection 2.25(a).


                                CREDIT AGREEMENT
<PAGE>
                                                                               5


                  "Commitment Increase Supplement": as defined in subsection
         2.25(c).

                  "Commitment Percentage": as to any Lender at any time, the
         percentage which such Lender's Commitment then constitutes of the
         aggregate Commitments (or, at any time after the Commitments shall have
         expired or terminated, the percentage which the aggregate principal
         amount of such Lender's Revolving Credit Loans and Term Loans then
         outstanding constitutes of the aggregate principal amount of the
         Revolving Credit Loans and Term Loans then outstanding).

                  "Commitment Period": the period from and including the date
         hereof to but not including the Revolving Credit Termination Date or
         such earlier date on which the Commitments shall terminate as provided
         herein.

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Borrower within
         the meaning of Section 4001 of ERISA or is part of a group which
         includes the Borrower and which is treated as a single employer under
         Section 414 of the Code.

                  "Consolidated Net Income": shall mean, as at date for
         determination thereof, consolidated net income of the Borrower and its
         Subsidiaries, determined in accordance with GAAP.

                  "Consolidated Net Worth": for any Person and as at any date of
         determination, the members' or stockholders' equity of such Person, as
         the case may be, as determined in accordance with GAAP and as would be
         reflected on a consolidated balance sheet of such Person prepared as of
         such date.

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is legally bound.

                  "Conversion": collectively, the transactions pursuant to which
         the Borrower will merge with MasterCard Merger Sub, Inc., a
         wholly-owned subsidiary of Inc., with the Borrower being the surviving
         entity in such merger, and the transactions directly relating thereto,
         all substantially as described in the Form S-4.

                  "Conversion Date": the date on which the Administrative Agent
         shall notify the Borrower that it has received each of the documents
         specified in Exhibit M.

                  "Conversion Date Certificate": a certificate of Inc. and
         International, substantially in the form of Exhibit L.

                  "Declined Amount":  as defined in subsection 2.25(a).

                  "Declining Lender":  as defined in subsection 2.25(a).

                  "Default": any of the events specified in Section 7, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.


                                CREDIT AGREEMENT
<PAGE>
                                                                               6


                  "Dollars" and "$": dollars in lawful currency of the United
         States.

                  "Domestic Subsidiary": any Subsidiary organized under the laws
         of any jurisdiction within the United States of America.

                  "Environmental Laws": any and all foreign, Federal, state,
         local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or other Requirements of Law (including common law) regulating,
         relating to or imposing liability or standards of conduct concerning
         protection of human health or the environment, as now or may at any
         time hereafter be in effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day as applied to
         a LIBOR Loan or a LIBOR CAF Advance, the aggregate (without
         duplication) of the rates (expressed as a decimal fraction) of reserve
         requirements in effect on such day (including, without limitation,
         basic, supplemental, marginal and emergency reserves under any
         regulations of the Board or other Governmental Authority having
         jurisdiction with respect thereto) dealing with reserve requirements
         prescribed for eurocurrency funding (currently referred to as
         "Eurocurrency Liabilities" in Regulation D of the Board) maintained by
         a member bank of such system.

                  "Event of Default": any of the events specified in Section 7,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Executive Incentive Compensation Plan": as described in the
         annual report of the Borrower.

                  "Federal Funds Rate": for any day, the rate per annum (rounded
         upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted
         average of the rates on overnight Federal funds transactions with
         members of the Federal Reserve System arranged by Federal funds brokers
         on such day, as published by the Federal Reserve Bank of New York on
         the Business Day next succeeding such day, provided that (i) if such
         day is not a Business Day, the Federal Funds Rate for such day shall be
         such rate on such transactions on the next preceding Business Day as so
         published on the next succeeding Business Day, and (ii) if no such rate
         is so published on such next succeeding Business Day, the Federal Funds
         Rate for such day shall be the average of the quotations received by
         the Administrative Agent from three federal funds brokers of recognized
         standing selected by the Administrative Agent.

                  "Fixed Rate CAF Advance Request": any CAF Advance made
         pursuant to a Fixed Rate CAF Advance Request.

                  "Fixed Rate CAF Advance": any CAF Advance Request requesting
         the Lenders to offer to make CAF Advances at a fixed rate of interest
         (as opposed to a rate composed of the London Interbank Offered Rate
         plus (or minus) a margin).


                                CREDIT AGREEMENT
<PAGE>
                                                                               7


                  "Foreign Subsidiary": as to any Person, any Subsidiary of such
         Person organized under the laws of any jurisdiction outside the United
         States.

                  "Form S-4": Post-Effective Amendment No. 2 to the Form S-4
         registration statement of Inc. as filed with the Securities and
         Exchange Commission on May 7, 2002 in connection with the transactions
         described in the definitions of "Conversion" and "Integration".

                  "GAAP": generally accepted accounting principles in the United
         States in effect from time to time.

                  "Governmental Authority": 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.

                  "Guarantee": as to any Person (the "guaranteeing person"), any
         obligation of (a) the guaranteeing person or (b) another Person
         (including, without limitation, any bank under any letter of credit) to
         induce the creation of which the guaranteeing person has issued a
         reimbursement, counterindemnity or similar obligation, in either case
         guaranteeing or in effect guaranteeing any Indebtedness, leases,
         dividends or other obligations (the "primary obligations") of any other
         third Person (the "primary obligor") in any manner, whether directly or
         indirectly, including, without limitation, any obligation of the
         guaranteeing person, whether or not contingent, (i) to purchase any
         such primary obligation or any property constituting direct or indirect
         security therefor, (ii) to advance or supply funds (1) for the purchase
         or payment of any such primary obligation or (2) to maintain working
         capital or equity capital of the primary obligor or otherwise to
         maintain the net worth or solvency of the primary obligor, (iii) to
         purchase property, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (iv)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss in respect thereof; provided, however, that the
         term Guarantee shall not include endorsements of instruments for
         deposit or collection in the ordinary course of business. The amount of
         any Guarantee of any guaranteeing person shall be deemed to be the
         lower of (a) an amount equal to the stated or determinable amount of
         the primary obligation in respect of which such Guarantee is made and
         (b) the maximum amount for which such guaranteeing person may be liable
         pursuant to the terms of the instrument embodying such Guarantee,
         unless such primary obligation and the maximum amount for which such
         guaranteeing person may be liable are not stated or determinable, in
         which case the amount of such Guarantee shall be such guaranteeing
         person's maximum reasonably anticipated liability in respect thereof as
         determined by the Borrower in good faith.

                  "Guaranteed Obligations":  as defined in Section 9.

                  "Guarantor": from and after the Conversion Date,
         International.

                  "Indebtedness": as to any Person, (a) all indebtedness of such
         Person for borrowed money, (b) the deferred purchase price of assets or
         services which in


                                CREDIT AGREEMENT
<PAGE>
                                                                               8


         accordance with GAAP would be shown on the liability side of the
         balance sheet of such Person, (c) the face amount of all letters of
         credit issued for the account of such Person and, without duplication,
         all drafts drawn thereunder, (d) all Indebtedness of a second Person
         secured by any Lien on any property owned by such first Person, whether
         or not such Indebtedness has been assumed, (e) all Capitalized Lease
         Obligations of such Person, (f) all obligations of such Person to pay a
         specified purchase price for goods or services whether or not delivered
         or accepted, e.g., take-or-pay and similar obligations, (g) all
         obligations of such Person under Interest Rate Agreements, and (h)
         without duplication, all Guarantees of such Person, provided that
         Indebtedness shall not include trade payables and accrued expenses
         relating to employees, in each case arising in the ordinary course of
         business.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Integration": collectively, the transactions pursuant to
         which Inc. shall acquire Europay International S.A., a Belgian
         corporation, and the transactions directly relating thereto, all
         substantially as described in the Form S-4.

                  "Interest Payment Date": (a) as to any Loan the rate of
         interest applicable to which is based upon the ABR, the last day of
         each March, June, September and December, on the Revolving Credit
         Termination Date and on the Termination Date, (b) as to any LIBOR Loan
         or LIBOR CAF Advance having an Interest Period of three months or less,
         or any Fixed Rate CAF Advance having an Interest Period of 90 days or
         less, the last day of such Interest Period and (c) as to any LIBOR Loan
         or any Fixed Rate CAF Advance having an Interest Period longer than
         three months or 90 days, respectively, each day which is three months
         or 90 days, respectively, or a whole multiple thereof, after the first
         day of such Interest Period and the last day of such Interest Period.

                  "Interest Period":  (a) with respect to any LIBOR Loan:

                                    (i) initially, the period commencing on the
                  borrowing or conversion date, as the case may be, with respect
                  to such LIBOR Loan and ending one, two, three or six months
                  thereafter, as selected by the Borrower in its notice of
                  borrowing or notice of conversion, as the case may be, given
                  with respect thereto; and

                                    (ii) thereafter, each period commencing on
                  the last day of the next preceding Interest Period applicable
                  to such LIBOR Loan and ending one, two, three or six months
                  thereafter, as selected by the Borrower by irrevocable notice
                  to the Administrative Agent not less than three Business Days
                  prior to the last day of the then current Interest Period with
                  respect thereto;

                  (b) with respect to any CAF Advance, the period specified in
         the CAF Advance Confirmation with respect to such CAF Advance;


                                CREDIT AGREEMENT
<PAGE>
                                                                               9


         provided that all of the foregoing provisions relating to Interest
         Periods are subject to the following:

                           (A) if any Interest Period would otherwise end on a
                  day that is not a Business Day, such Interest Period shall be
                  extended to the next succeeding Business Day unless, in the
                  case of LIBOR Loans or LIBOR CAF Advances, the result of such
                  extension would be to carry such Interest Period into another
                  calendar month in which event such Interest Period shall end
                  on the immediately preceding Business Day;

                           (B) any Interest Period that would otherwise extend
                  beyond the Revolving Credit Termination Date or beyond the
                  date final payment is due on the Term Loans shall end on the
                  Revolving Credit Termination Date or such date of final
                  payment, as the case may be; and

                           (C) any Interest Period pertaining to a LIBOR Loan or
                  a LIBOR CAF Advance that begins on the last Business Day of a
                  calendar month (or on a day for which there is no numerically
                  corresponding day in the calendar month at the end of such
                  Interest Period) shall end on the last Business Day of a
                  calendar month.

                  "Interest Rate Agreement": any interest rate swap agreement,
         interest rate cap agreement, interest rate collar agreement, interest
         rate futures contract, interest rate option contract or other similar
         agreement or arrangement designed to protect any Person against
         fluctuations in interest rates.

                  "International": MasterCard International Incorporated, a
         Delaware corporation and, until the Conversion Date, the Borrower.

                  "LIBOR CAF Advance": any CAF Advance made pursuant to a LIBOR
         CAF Advance Request.

                  "LIBOR CAF Advance Request": any CAF Advance Request
         requesting the Lenders to offer to make CAF Advances at an interest
         rate equal to the London Interbank Offered Rate plus (or minus) a
         margin.

                  "LIBOR Loans": Revolving Credit Loans and Term Loans hereunder
         the rate of interest applicable to which is based upon the London
         Interbank Offered Rate.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement and any Capital Lease having substantially the same
         economic effect as any of the foregoing).

                  "Loan": any Revolving Credit Loan, Term Loan, CAF Advance or
         Swing Line Loan made by any Lender pursuant to this Agreement.

                  "Loan Documents": this Agreement and any Notes issued
         hereunder.


                                CREDIT AGREEMENT
<PAGE>
                                                                              10


                  "London Interbank Offered Base Rate": with respect to each day
         during each Interest Period pertaining to a LIBOR Loan or a LIBOR CAF
         Advance, the rate appearing on Page 3750 of the Telerate Service (or on
         any successor or substitute page of such service, or any successor to
         or substitute for such service, providing rate quotations comparable to
         those currently provided on such page of such Service, as determined by
         the Administrative Agent from time to time for purposes of providing
         quotations of interest rates applicable to dollar deposits in the
         London interbank market) at approximately 11:00 A.M., London time, two
         Business Days prior to the commencement of such Interest Period, as the
         rate for dollar deposits with a maturity comparable to such Interest
         Period. In the event that such rate is not available at such time for
         any reason, then the "London Interbank Offered Base Rate" with respect
         to such LIBOR Loan or LIBOR CAF Advance for such Interest Period shall
         be the rate at which dollar deposits of $5,000,000 and for a maturity
         comparable to such Interest Period are offered by the principal London
         office of Citibank 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.

                  "London Interbank Offered Rate": with respect to each day
         during each Interest Period pertaining to a LIBOR Loan or a LIBOR CAF
         Advance, a rate per annum determined for such day in accordance with
         the following formula (rounded upward to the nearest 1/100th of 1%):

                       London Interbank Offered Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

                  "Margin Stock": margin stock within the meaning of Regulation
         U.

                  "Material Adverse Effect": a material adverse effect on (a)
         the business, assets, operations, property or condition (financial or
         otherwise) of the Borrower and its Subsidiaries taken as a whole (it
         being understood that a settlement failure by one or more members of
         International, in and of itself, shall not be deemed an event,
         development or circumstance that has a "Material Adverse Effect") or
         (b) the validity or enforceability of this or any of the other Loan
         Documents or the rights or remedies of the Administrative Agent or the
         Lenders hereunder or thereunder.

                  "Materials of Environmental Concern": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Multiemployer Plan": a Plan which is a multiemployer plan as
         defined in Section 4001 (a)(3) of ERISA.

                  "New Lender": as defined in subsection 2.25(b).

                  "New Lender Supplement": as defined in subsection 2.25(b).

                  "Non-Excluded Taxes": as defined in subsection 2.23.


                                CREDIT AGREEMENT
<PAGE>
                                                                              11


                  "Notes": the collective reference to the Revolving Credit
         Notes, the Term Notes and the Swing Line Note.

                  "Participant": as defined in subsection 10.6(b).

                  "PRGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "Permitted Investments": (a) investments in Cash Equivalents;
         (b) investments in existence on the date of this Agreement and
         disclosed in the financial statements previously delivered to the
         Administrative Agent and the Lenders and as set forth on Schedule 1.1
         (b) (and, in the case of any investments described on Schedule 1.1 (b),
         any replacement of any such investment with substantially the same
         investment in no greater amounts); (c) investments in, or extensions of
         credit to, any Subsidiary by the Borrower or by any Subsidiary, subject
         to the limitations set forth in subsection (m) below, including any
         investment made to acquire such Subsidiary; (d) investments in, or
         extensions of credit to, the Borrower by any existing or future
         Subsidiary of the Borrower; (e) sales of goods or services on trade
         credit terms in the ordinary course of business; (f) loans and advances
         to employees in the ordinary course of business; (g) loans or advances
         to vendors or contractors of the Borrower in the ordinary course of
         business; (h) lease, utility and other similar deposits in the ordinary
         course of business; (i) stock, obligations or securities received in
         the ordinary course of business in settlement of debts owing to the
         Borrower or a Subsidiary as a result of foreclosure, perfection or
         enforcement of any Lien, or in connection with good faith settlement of
         delinquent obligations owing to the Borrower or a Subsidiary; (j)
         investments in partnerships or joint ventures engaged in a business
         related to that engaged in by the Borrower on the date of this
         Agreement and investments in other entities engaged in the development
         or production of new technologies directly related to the businesses
         engaged in by the Borrower and its Subsidiaries on the date of this
         Agreement, which investments do not exceed an aggregate amount at any
         time outstanding of 25% of the total assets of the Borrower and its
         consolidated Subsidiaries; (k) investments in securities of member
         banks by the Borrower pursuant to the Executive Incentive Compensation
         Plan in an aggregate amount not to exceed at any time outstanding not
         more than 15% of the total assets of the Borrower and its consolidated
         Subsidiaries; (l) investments or assumed Indebtedness under Interest
         Rate Agreements and currency exchange and protection agreements entered
         into in the ordinary course of business; and (m) in addition to
         Permitted Investments described in the foregoing clauses (a) through
         (l), investments in an aggregate amount not to exceed an amount equal
         to 20% of the total assets of the Borrower and its consolidated
         Subsidiaries at any one time outstanding, provided that after the
         Conversion Date the aggregate amount of investments by International
         and its Subsidiaries in Subsidiaries of Inc. that are not also
         Subsidiaries of International and investments in other third parties
         shall not exceed an amount equal to 20% of the total assets of
         International and its consolidated Subsidiaries at any one time
         outstanding.

                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.


                                CREDIT AGREEMENT
<PAGE>
                                                                              12


                  "Plan": at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the Borrower or a Commonly
         Controlled Entity is (or, if such plan were terminated at such time,
         would under Section 4069 of ERISA be deemed to be) an "employer" as
         defined in Section 3(5) of ERISA.

                  "Project": collectively, one or more transactions pursuant to
         which International or, from and after the Conversion Date, Inc. (i)
         contributes certain of its assets, employees and business operations
         (which are expected to relate principally, but not exclusively, to its
         Global Technology Operations group) to, from and after the Conversion
         Date in the case of Inc., one or more direct or indirect wholly-owned
         Subsidiaries of Inc. and, in the case of International, one or more
         direct or indirect wholly-owned Subsidiaries of International, which
         Subsidiaries may be organized as corporations or limited liability
         companies under the laws of any state of the United States, and
         thereafter enters into arrangements for the provision of certain
         services by such Subsidiary or Subsidiaries; and/or (ii) from and after
         the Conversion Date in the case of Inc., forms one or more direct or
         indirect wholly-owned Subsidiaries of Inc. and, in the case of
         International, forms one or more direct or indirect wholly-owned
         Subsidiaries of International that are engaged in the business of
         providing captive insurance services, to which Inc. or International,
         as the case may be, contributes certain assets (which are expected to
         relate initially to the Cirrus brand and business) and Indebtedness,
         among other things, and from which the Inc. or International, as the
         case may be, obtains certain insurance services, together with one or
         more direct or indirect wholly-owned Subsidiaries that will act as
         holding companies for the Subsidiary or Subsidiaries engaged in the
         provision of captive insurance services; provided, however, that
         neither International or, from and after the Conversion Date, Inc., nor
         any of their Subsidiaries shall incur any Indebtedness (other than
         Indebtedness owed exclusively to International or, from and after the
         Conversion Date, Inc., or another direct or indirect wholly-owned
         Subsidiary of the International or Inc., as the case may be) as a
         result of, or in connection with, the Project.

                  "Properties":  as defined in subsection 3.17.

                  "Register":  as defined in subsection 10.6(e).

                  "Regulation U": Regulation U of the Board as in effect from
         time to time.

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the thirty day
         notice period is waived under subsections .22, .23, .25, .27 or .28 of
         PBGC Reg. Section 4043.

                  "Required Lenders": at any time, Lenders the Commitment
         Percentages of which aggregate more than 50%.

                  "Requirement of Law": as to any Person, the certificate of
         incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental


                                CREDIT AGREEMENT
<PAGE>
                                                                              13


         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                  "Responsible Officer": the chief executive officer and
         president or the executive vice president, global resources of the
         Borrower or, with respect to financial matters, the chief financial
         officer or the treasurer of the Borrower.

                  "Revolving Credit Loans":  as defined in subsection 2.1.

                  "Revolving Credit Note":  as defined in subsection 2.7(e).

                  "Revolving Credit Termination Date": June 3, 2003 or such
         earlier date as the Commitments shall terminate pursuant to the terms
         hereof; provided that if said date is not a Business Day, the Revolving
         Credit Termination Date shall be the immediately preceding Business
         Day.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower. Upon the occurrence of the
         Conversion Date, International shall be a Subsidiary of Inc.

                  "Swing Line Commitment": the Swing Line Lender's obligation to
         make Swing Line Loans pursuant to subsection 2.20.

                  "Swing Line Lender": Citibank in its capacity as provider of
         the Swing Line Loans.

                  "Swing Line Loan Participation Certificate": a certificate in
         substantially the form of Exhibit E.

                  "Swing Line Loans": as defined in subsection 2.20(a).

                  "Swing Line Note": as defined in subsection 2.20(b).

                  "Term Loans": as defined in subsection 2.3.

                  "Term Note": as defined in subsection 2.7(e).

                  "Termination Date": the date that is the first anniversary of
         the Revolving Credit Termination Date.


                                CREDIT AGREEMENT
<PAGE>
                                                                              14


                  "Tranche": the collective reference to LIBOR Loans the then
         current Interest Periods with respect to all of which begin on the same
         date and end on the same later date (whether or not such loans shall
         originally have been made on the same day); Tranches may be identified
         as "LIBOR Tranches".

                  "Transferee":  as defined in subsection 10.6(g).

                  "Type": as to any Revolving Credit Loan or Term Loan, its
         nature as an ABR Loan or a LIBOR Loan.

                  "United States":  the United States of America.

                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Notes or any certificate or other document made or
delivered pursuant hereto.

                  (b) As used herein and in any Notes, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting
terms partly defined in subsection 1.1, to the extent not defined, shall have
the respective meanings given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (e) The words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.


                      SECTION 2. AMOUNT AND TERMS OF LOANS

                  2.1 Revolving Credit Commitments. (a) Subject to the
terms and conditions hereof, each Lender severally agrees to make revolving
credit loans ("Revolving Credit Loans") to the Borrower from time to time during
the Commitment Period in an aggregate principal amount at any one time
outstanding, when added to such Lender's Commitment Percentage of all
outstanding Swing Line Loans, not to exceed the amount of such Lender's
Commitment, provided that the aggregate principal amount of all Loans
outstanding at any time shall not exceed the aggregate amount of the Commitments
at such time. During the Commitment Period the Borrower may use the Commitments
by borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

                  (b) The Revolving Credit Loans may from time to time be LIBOR
Loans, ABR Loans, or a combination thereof, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsections 2.2 and 2.9.


                                CREDIT AGREEMENT
<PAGE>
                                                                              15


                  2.2 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Commitments during the Commitment Period on any Business Day,
provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 12:00
Noon, New York City time, (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Revolving Credit Loans are
to be initially LIBOR Loans, or (b) on the same Business Day of the requested
Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the
requested Borrowing Date, (iii) whether the borrowing is to be of LIBOR Loans,
ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely
or partly of LIBOR Loans, the respective amounts of each such Type of Revolving
Credit Loan and the respective lengths of the initial Interest Periods therefor.
Each borrowing under the Commitments shall be in an amount equal to at least
$10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then
aggregate Available Commitments are less than $10,000,000, such lesser amount).
Upon receipt of any such notice from the Borrower, the Administrative Agent
shall promptly notify each Lender thereof. Each Lender will make the amount of
its pro rata share of each borrowing available to the Administrative Agent for
the account of the Borrower at the office of the Administrative Agent specified
in subsection 10.2 prior to 2:00 P.M., New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of such
office with the aggregate of the amounts made available to the Administrative
Agent by the Lenders and in like funds as received by the Administrative Agent.

                  2.3 Term Loans. The Revolving Credit Loans outstanding at the
close of business New York City time on the Revolving Credit Termination Date
shall, at the option of the Borrower, subject to Section 4.2, be converted on
such date into term loans (the "Term Loans") to the Borrower. The Term Loans may
from time to time be (a) LIBOR Loans, (b) ABR Loans or (c) a combination
thereof, as determined by the Borrower and notified to the Administrative Agent
in accordance with subsections 2.4 and 2.9.

                  2.4 Procedure for Term Loan Borrowing. The Borrower shall give
the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 10:00 A.M., New York City time, (a) three
Business Days prior to the Revolving Credit Termination Date, if all or any part
of the Term Loans are to be initially LIBOR Loans or (b) one Business Day prior
to the Revolving Credit Termination Date, otherwise) requesting that the Lenders
make the Term Loans on the Revolving Credit Termination Date and specifying (i)
the amount to be borrowed, (ii) whether the Term Loans are to be initially LIBOR
Loans, ABR Loans or a combination thereof, and (iii) if the Term Loans are to be
entirely or partly LIBOR Loans the respective lengths of the initial Interest
Periods therefor. Upon receipt of such notice the Administrative Agent shall
promptly notify each Lender thereof. The aggregate principal amount of the Term
Loans shall be equal to the aggregate principal amount of the Revolving Credit
Loans outstanding at the close of business New York City time on the Revolving
Credit Termination Date and the Term Loans shall be deemed to have been made at
such time without any payments being made by the Lenders. Promptly after the
making of its Term Loan each Lender shall mark any Revolving Credit Note held by
it "cancelled" and deliver the same to the Borrower.


                                CREDIT AGREEMENT
<PAGE>
                                                                              16


                  2.5 Facility Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee for the
period from and including the first day of the Commitment Period to the
Termination Date, computed at the rate of .07% per annum on (i) the average
daily Commitment of such Lender, whether or not utilized, from and including the
first day of the Commitment Period until the Revolving Credit Termination Date,
and on (ii) the outstanding principal amount of the Term Loans of such Lender,
if any, thereafter. Such facility fee shall be payable quarterly in arrears on
the last day of each March, June, September and December, on the Revolving
Credit Termination Date or such earlier date as the Commitments shall terminate
as provided herein and on the Termination Date, commencing on the first of such
dates to occur after the date hereof.

                  2.6 Termination or Reduction of Commitments. The Borrower
shall have the right, upon not less than five Business Days' notice to the
Administrative Agent, to terminate the Commitments or, from time to time, to
reduce the amount of the Commitments, provided that after giving effect to such
termination or reduction, the aggregate outstanding principal amount of the
Loans shall not exceed the aggregate Commitments. Any such reduction shall be in
an amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess
thereof and shall reduce permanently the Commitments then in effect. Termination
of the Commitments shall also terminate the obligation of the Lenders to make
the Term Loans.

                  2.7 Repayment of Revolving Credit Loans and Term Loans;
Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender (i) the then unpaid
principal amount of each Revolving Credit Loan of such Lender on the Revolving
Credit Termination Date (or such earlier date on which the Revolving Credit
Loans become due and payable pursuant to Section 7), and (ii) the principal
amount of the Term Loan of such Lender on the Termination Date (or the then
unpaid principal amount of such Term Loan, on the date that the Term Loans
become due and payable pursuant to Section 7). The Borrower hereby further
agrees to pay interest on the unpaid principal amount of the Revolving Credit
Loans and Term Loans from time to time outstanding from the date hereof until
payment in full thereof at the rates per annum, and on the dates, set forth in
subsection 2.16.

                  (b) Each Lender shall maintain in accordance with its usual
practice appropriate records evidencing indebtedness of the Borrower to such
Lender resulting from each Revolving Credit Loan and Term Loan of such Lender
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time under this Agreement.

                  (c) The Administrative Agent shall maintain the Register
pursuant to subsection 10.6(e), and a record therein for each Lender, in which
shall be recorded (i) the amount of each Revolving Credit Loan and Term Loan
made hereunder, the Type thereof and each 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) both 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 Register and the records of each
Lender maintained pursuant to subsection 2.7(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the


                                CREDIT AGREEMENT
<PAGE>
                                                                              17


Register or any such record, or any error therein, shall not in any manner
affect the obligation of the Borrower to repay (with applicable interest) the
Revolving Credit Loans and Term Loans made to such Borrower by such Lender in
accordance with the terms of this Agreement.

                  (e) The Borrower agrees that, upon the request to the
Administrative Agent by any Lender, the Borrower will execute and deliver to
such Lender (i) a promissory note of the Borrower evidencing the Revolving
Credit Loans of such Lender, substantially in the form of Exhibit A attached
hereto with appropriate insertions as to date and principal amount (a "Revolving
Credit Note"), and/or (ii) a promissory note of the Borrower evidencing the Term
Loan of such Lender, substantially in the form of Exhibit B with appropriate
insertions as to date and principal amount (a "Term Note").

                  2.8 Optional Prepayments. The Borrower may at any time and
from time to time prepay the Revolving Credit Loans or the Term Loans, in whole
or in part, without premium or penalty (subject to Section 2.24), upon at least
two Business Days' irrevocable notice to the Administrative Agent, if such
prepayment is to be applied in whole or in part to LIBOR Loans, and upon same
day notice otherwise (which notices shall be made on the relevant day not later
than 10:00 A.M., New York City time), specifying the date and amount of
prepayment and whether the prepayment is of LIBOR Loans, or a combination of
LIBOR and ABR Loans, and, if of a combination thereof, the amount allocable to
each; in the case of ABR Loans, notice shall be same day. Upon receipt of any
such notice the Administrative Agent shall promptly notify each Lender thereof.
If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with any accrued interest to
such date on the amount prepaid and any other amounts payable pursuant to
subsection 2.24. Amounts prepaid on account of the Term Loans may not be
reborrowed. Partial prepayments shall be in an aggregate principal amount of
$10,000,000 or a whole multiple of $1,000,000 in excess thereof. The Borrower
shall not have the right to prepay any principal amount of any CAF Advance
except as provided in subsection 2.12(a). Prepayments of any Swing Line Loan
shall be as provided in subsection 2.20(a).

                  2.9 Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert LIBOR Loans to ABR Loans, by giving the
Administrative Agent at least three Business Days' prior irrevocable notice of
such election, provided that any such conversion of LIBOR Loans may only be made
on the last day of an Interest Period with respect thereto. The Borrower may
elect from time to time to convert ABR Loans to LIBOR Loans by giving the
Administrative Agent at least three Business Days' prior irrevocable notice of
such election. Any such notice of conversion to LIBOR Loans shall specify the
length of the initial Interest Period or Interest Periods therefor. Upon receipt
of any such notice the Administrative Agent shall promptly notify each Lender
thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be
converted as provided herein, provided that (i) no Revolving Credit Loan or Term
Loan may be converted into a LIBOR Loan when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Lenders have
determined that such a conversion is not appropriate, and (ii) no Swing Line
Loan may be converted into a loan that bears interest at any rate other than the
ABR.

                  (b) Any LIBOR Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in


                                CREDIT AGREEMENT
<PAGE>
                                                                              18


subsection 1.1, of the length of the next Interest Period to be applicable to
such Revolving Credit Loans, provided that no LIBOR Loan may be continued as
such when any Event of Default has occurred and is continuing and the
Administrative Agent has or the Required Lenders have determined that such a
continuation is not appropriate; and provided, further, that if the Borrower
shall fail to give such notice or if such continuation is not permitted such
Revolving Credit Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period.

                  2.10 CAF Advances. Subject to the terms and conditions of this
Agreement, the Borrower may borrow CAF Advances from time to time on any
Business Day during the CAF Advance Availability Period. CAF Advances may be
borrowed in amounts such that the aggregate principal amount of all Loans
outstanding at any time shall not exceed the aggregate amount of the Commitments
at such time. Within the limits and on the conditions hereinafter set forth with
respect to CAF Advances, the Borrower from time to time may borrow, repay and
reborrow CAF Advances.

                  2.11 Procedure for CAF Advance Borrowing. (a) The Borrower
shall request CAF Advances by delivering a CAF Advance Request to the
Administrative Agent, not later than 12:00 Noon (New York City time) four
Business Days prior to the proposed Borrowing Date (in the case of a LIBOR CAF
Advance Request), and not later than 10:00 A.M., New York City time, one
Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate
CAF Advance Request). Each CAF Advance Request in respect of any Borrowing Date
may solicit bids for CAF Advances on such Borrowing Date in an aggregate
principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and having not more than three alternative CAF Advance Maturity Dates.
The CAF Advance Maturity Date for each CAF Advance shall be the date set forth
therefor in the relevant CAF Advance Request, which date shall be (i) not less
than 7 days nor more than 60 days after the Borrowing Date therefor, in the case
of a Fixed Rate CAF Advance, (ii) one or two months after the Borrowing Date
therefor, in the case of a LIBOR CAF Advance and (iii) not later than the
Revolving Credit Termination Date, in the case of any CAF Advance. The
Administrative Agent shall notify each Lender promptly by facsimile transmission
of the contents of each CAF Advance Request received by the Administrative
Agent.

                  (b) In the case of a LIBOR CAF Advance Request, upon receipt
of notice from the Administrative Agent of the contents of such CAF Advance
Request, each Lender may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at the applicable London Interbank Offered Rate
plus (or minus) a margin determined by such Lender in its sole discretion for
each such CAF Advance. Any such irrevocable offer shall be made by delivering a
CAF Advance Offer to the Administrative Agent, before 10:30 A.M., New York City
time, on the day that is three Business Days before the proposed Borrowing Date,
setting forth:

                           (i) the maximum amount of CAF Advances for each CAF
         Advance Maturity Date and the aggregate maximum amount of CAF Advances
         for all CAF Advance Maturity Dates which such Lender would be willing
         to make (which amounts may, subject to subsection 2.10, exceed such
         Lender's Commitment); and

                           (ii) the margin above or below the applicable London
         Interbank Offered Rate at which such Lender is willing to make each
         such CAF Advance.


                                CREDIT AGREEMENT
<PAGE>
                                                                              19


The Administrative Agent shall advise the Borrower before 11:00 A.M., New York
City time, on the date which is three Business Days before the proposed
Borrowing Date of the contents of each such CAF Advance Offer received by it. If
the Administrative Agent, in its capacity as a Lender, shall elect, in its sole
discretion, to make any such CAF Advance Offer, it shall advise the Borrower of
the contents of its CAF Advance Offer before 10:15 A.M., New York City time, on
the date which is three Business Days before the proposed Borrowing Date.

                  (c) In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the Administrative Agent of the contents of such CAF
Advance Request, each Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at a rate of interest determined by
such Lender in its sole discretion for each such CAF Advance. Any such
irrevocable offer shall be made by delivering a CAF Advance Offer to the
Administrative Agent before 9:30 A.M., New York City time, on the proposed
Borrowing Date, setting forth:

                           (i) the maximum amount of CAF Advances for each CAF
         Advance Maturity Date, and the aggregate maximum amount for all CAF
         Advance Maturity Dates, which such Lender would be willing to make
         (which amounts may, subject to subsection 2.10, exceed such Lender's
         Commitment); and

                           (ii) the rate of interest at which such Leader is
         willing to make each such CAF Advance.

The Administrative Agent shall advise the Borrower before 10:00 A.M., New York
City time, on the proposed Borrowing Date of the contents of each such CAF
Advance Offer received by it. If the Administrative Agent, in its capacity as a
Lender, shall elect, in its sole discretion, to make any such CAF Advance Offer,
it shall advise the Borrower of the contents of its CAF Advance Offer before
9:15 A.M., New York City time, on the proposed Borrowing Date.

                  (d) Before 11:30 A.M., New York City time, three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
LIBOR CAF Advance Request) and before 10:30 A.M., New York City time, on the
proposed Borrowing Date (in the case of CAF Advances requested by a Fixed Rate
CAF Advance Request), the Borrower, in its absolute discretion, shall:

                           (i) cancel such CAF Advance Request by giving the
         Administrative Agent telephone notice to that effect, or

                           (ii) by giving telephone notice to the Administrative
         Agent (immediately confirmed by delivery to the Administrative Agent of
         a CAF Advance Confirmation by facsimile transmission) (A) subject to
         the provisions of subsection 2.11(e), accept one or more of the offers
         made by any Lender or Lenders pursuant to subsection 2.11(b) or
         subsection 2.11(c), as the case may be, and (B) reject any remaining
         offers made by Lenders pursuant to subsection 2.11(b) or subsection
         2.11(c), as the case may be.

                  (e) The Borrower's acceptance of CAF Advances in response to
any CAF Advance Offers shall be subject to the following limitations:

                           (i) the amount of CAF Advances accepted for each CAF
         Advance Maturity Date specified by any Lender in its CAF Advance Offer
         shall not exceed the


                                CREDIT AGREEMENT
<PAGE>
                                                                              20


         maximum amount for such CAF Advance Maturity Date specified in such CAF
         Advance Offer;

                           (ii) the aggregate amount of CAF Advances accepted
         for all CAF Advance Maturity Dates specified by any Lender in its CAF
         Advance Offer shall not exceed the aggregate maximum amount specified
         in such CAF Advance Offer for all such CAF Advance Maturity Dates;

                           (iii) the Borrower may not accept offers for CAF
         Advances for any CAF Advance Maturity Date in an aggregate principal
         amount in excess of the maximum principal amount requested in the
         related CAF Advance Request; and

                           (iv) if the Borrower accepts any of such offers, it
         must accept offers based solely upon pricing for each relevant CAF
         Advance Maturity Date and upon no other criteria whatsoever, and if two
         or more Lenders submit offers for any CAF Advance Maturity Date at
         identical pricing and the Borrower accepts any of such offers but does
         not wish to (or, by reason of the limitations set forth in subsection
         2.10, cannot) borrow the total amount offered by such Lenders with such
         identical pricing, the Borrower shall accept offers from all of such
         Lenders in amounts allocated among them pro rata according to the
         amounts offered by such Lenders (with appropriate rounding, in the sole
         discretion of the Borrower, to assure that each accepted CAF Advance is
         an integral multiple of $1,000,000); provided that if the number of
         Lenders that submit offers for any CAF Advance Maturity Date at
         identical pricing is such that, after the Borrower accepts such offers
         pro rata in accordance with the foregoing provisions of this paragraph,
         the CAF Advance to be made by any such Lender would be less than
         $5,000,000 principal amount, the number of such Lenders shall be
         reduced by the Administrative Agent by lot until the CAF Advances to be
         made by each such remaining Lender would be in a principal amount of
         $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (f) If the Borrower notifies the Administrative Agent that a
CAF Advance Request is cancelled pursuant to subsection 2.11(d)(i), the
Administrative Agent shall give prompt telephone notice thereof to the Lenders.

                  (g) If the Borrower accepts pursuant to subsection 2.11(d)(ii)
one or more of the offers made by any Lender or Lenders, the Administrative
Agent promptly shall notify each Lender which has made such an offer of (i) the
aggregate amount of such CAF Advances to be made on such Borrowing Date for each
CAF Advance Maturity Date and (ii) the acceptance or rejection of any offers to
make such CAF Advances made by such Lender. Before 12:00 Noon (New York City
time) on the Borrowing Date specified in the applicable CAF Advance Request,
each Lender whose CAF Advance Offer has been accepted shall make available to
the Administrative Agent at its office set forth in subsection 10.2 the amount
of CAF Advances to be made by such Lender, in immediately available funds. The
Administrative Agent will make such funds available to the Borrower as soon as
practicable on such date at such office of the Administrative Agent. As soon as
practicable after each Borrowing Date, the Administrative Agent shall notify
each Lender of the aggregate amount of CAF Advances advanced on such Borrowing
Date and the respective CAF Advance Maturity Dates thereof.


                                CREDIT AGREEMENT
<PAGE>
                                                                              21


                  2.12 CAF Advance Payments. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent, for the account of
each Lender which has made a CAF Advance, on the applicable CAF Advance Maturity
Date, the then unpaid principal amount of such CAF Advance. The Borrower shall
not have the right to prepay any principal amount of any CAF Advance without the
consent of the Lender to which such CAF Advance is owed.

                  (b) The Borrower hereby further agrees to pay interest on the
unpaid principal amount of each CAF Advance from the Borrowing Date of such CAF
Advance to the applicable CAF Advance Maturity Date at the rate of interest
specified in the CAF Advance Offer accepted by the Borrower in connection with
such CAF Advance (calculated on the basis of a 360-day year for actual days
elapsed), payable on each applicable CAF Advance Interest Payment Date.

                  (c) If any principal of, or interest on, any CAF Advance shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any Lender
under this Agreement, bear interest from the date on which such payment was due
at a rate per annum which is 2% per annum above the rate which would otherwise
be applicable to such CAF Advance until the stated CAF Advance Maturity Date of
such CAF Advance, and for each day thereafter at a rate per annum which is 2%
per annum above the ABR, in each case until paid in full (as well after as
before judgment). Interest accruing pursuant to this paragraph (c) shall be
payable from time to time on demand.

                  2.13 Evidence of Debt. Each Lender shall maintain in
accordance with its usual practice appropriate records evidencing indebtedness
of the Borrower to such Lender resulting from each CAF Advance of such Lender
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time in respect of such CAF Advance. The
Administrative Agent shall maintain the Register pursuant to subsection 10.6(e),
and a record therein for each Lender, in which shall be recorded (i) the amount
of each CAF Advance made by such Lender, the CAF Advance Maturity Date thereof,
the interest rate applicable thereto and each CAF Advance Interest Payment Date
applicable thereto, and (ii) the amount of any sum received by the
Administrative Agent hereunder from the Borrower on account of such CAF Advance.
The entries made in the Register and the records of each Lender maintained
pursuant to this subsection shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations of the
Borrower therein recorded; provided, however, that the failure of any Lender or
the Administrative Agent to maintain the Register or any such record, or any
error therein, shall not in any manner affect the obligation of the Borrower to
repay (with applicable interest) the CAF Advances made by such Lender in
accordance with the terms of this Agreement.

                  2.14 Certain Restrictions. A CAF Advance Request may request
offers for CAF Advances to be made on not more than one Borrowing Date and to
mature on not more than three CAF Advance Maturity Dates. No CAF Advance Request
may be submitted earlier than five Business Days after submission of any other
CAF Advance Request.

                  2.15 Minimum Amounts of Tranches. All borrowings, conversions
and continuations of Revolving Credit Loans and Term Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, after giving effect thereto, the aggregate
principal amount of the Revolving Credit Loans and Term Loans comprising each
LIBOR Tranche shall be equal to $10,000,000 or a whole multiple of


                                CREDIT AGREEMENT
<PAGE>
                                                                              22


$1,000,000 in excess thereof. In no event shall there be more than five LIBOR
Tranches outstanding at any time.

                  2.16 Interest Rates and Payment Dates. (a) Each LIBOR Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the London Interbank Offered Rate
determined for such day plus the Applicable Margin.

                  (b) Each ABR Loan and Swing Line Loan shall bear interest at a
rate per annum equal to the ABR. Each CAF Advance shall bear interest as
provided in subsection 2.10.

                  (c) If all or a portion of (i) any principal of any Revolving
Credit Loan, Term Loan or Swing Line Loan, (ii) any interest payable thereon,
(iii) any facility fee or (iv) any other amount payable hereunder (other than
overdue CAF payments provided for in subsection 2.12(c)) shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), the
principal of the Revolving Credit Loans, Term-Loans and the Swing Line Loans and
any such overdue interest, facility fee or other amount shall bear interest at a
rate per annum which is (x) in the case of principal, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
subsection plus 2% per annum or (y) in the case of any such overdue interest,
facility fee or other amount, the rate applicable to ABR Loans pursuant to
subsection 2.16(b) plus 2% per annum, in each case from the date of such
non-payment until such overdue principal, interest, facility fee or other amount
is paid in full (as well after as before judgment).

                  (d) Interest on Revolving Credit Loans, Term Loans and Swing
Line Loans shall be payable in arrears on each Interest Payment Date, provided
that interest accruing pursuant to paragraph (c) of this subsection shall be
payable from time to time on demand.

                  2.17 Computation of Interest and Fees. (a) Whenever it is
calculated on the basis of the ABR, interest shall be calculated on the basis of
a 365- (or 366-, as the case may be) day year for the actual days elapsed; and,
otherwise, interest and the facility fee shall be calculated on the basis of a
360-day year for the actual days elapsed. The Administrative Agent shall as soon
as practicable notify the Borrower and the Lenders of each determination of a
London Interbank Offered Rate. Any change in the interest rate on a Loan
resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the
C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of
the opening of business on the day on which such change becomes effective. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of the effective date and the amount of each such change in interest
rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to subsection
2.16(a) or 2.9(b).

                  2.18 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the


                                CREDIT AGREEMENT
<PAGE>
                                                                              23


relevant market, adequate and reasonable means do not exist for ascertaining the
London Interbank Offered Rate for such Interest Period, or

                  (b) the Administrative Agent shall have received notice from
the Required Lenders that the London Interbank Offered Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (as conclusively certified by such Lenders) of making or
maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any LIBOR Loans requested to be made on the first day of such Interest
Period shall be made as ABR Loans, (y) any Loans that were to have been
converted on the first day of such Interest Period to LIBOR Loans, shall be
converted to or continued as ABR Loans and (z) any outstanding LIBOR Loans shall
be converted, on the first day of such Interest Period, to ABR Loans. Until such
notice has been withdrawn by the Administrative Agent, no further LIBOR Loans
shall be made or continued as such, nor shall the Borrower have the right to
convert Loans to LIBOR Loans, as the case may be.

                  2.19 Pro Rata Treatment and Payments. (a) Each borrowing of
Revolving Credit Loans and Term Loans by the Borrower from the Lenders
hereunder, each payment by the Borrower on account of any facility fee hereunder
and any reduction of the Commitments of the Lenders shall be made pro rata
according to the respective Commitment Percentages of the Lenders. Each payment
(including each prepayment) by the Borrower on account of principal of and
interest on any Loans shall be made pro rata according to the respective
outstanding principal amounts of such Loans then held by the Lenders. All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
set-off or counterclaim and shall be made prior to 12:00 Noon, New York City
time, on the due date thereof to the Administrative Agent, for the account of
the Lenders, at the Administrative Agent's office specified in subsection 10.2,
in Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received. If any payment hereunder becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.

                  (b) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its allocable share of such borrowing available to
the Administrative Agent, the Administrative Agent may assume that such Lender
is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Rate for the
period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Lender's Commitment
Percentage of such


                                CREDIT AGREEMENT
<PAGE>
                                                                              24


borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to ABR Loans hereunder, on demand, from the Borrower.

                  2.20 Swing Line Commitment. (a) Subject to the terms and
conditions hereof, the Swing Line Lender agrees to make swing line loans ("Swing
Line Loans") to the Borrower from time to time during the Commitment Period in
an aggregate principal amount at any one time outstanding not to exceed
$100,000,000, provided that the aggregate principal amount of all Loans
outstanding at any one time shall not exceed the aggregate amount of the
Commitments at such time. During the Commitment Period, the Borrower may use the
Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or
in part, and reborrowing, all in accordance with the terms and conditions
hereof. All Swing Line Loans shall bear interest based upon the ABR and shall
not be entitled to be converted into loans that bear interest at any other rate.
The Borrower shall give the Swing Line Lender irrevocable notice (which notice
must be received by the Swing Line Lender prior to 11:00 A.M., New York City
time, on the requested Borrowing Date specifying the amount of the requested
Swing Line Loan which shall be in a minimum amount of $100,000 or a whole
multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will
be made available by the Swing Line Lender to the Borrower at the office of the
Swing Line Lender by 3:00 P.M., New York City time, on the Borrowing Date by
crediting the account of the Borrower at such office with such proceeds. The
Borrower may, at any time and from time to time, prepay the Swing Line Loans, in
whole or in part, without premium or penalty, by notifying the Swing Line Lender
prior to 11:00 A.M., New York City time, on any Business Day of the date and
amount of prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein. Partial
prepayments shall be in an aggregate principal amount of $100,000 or a whole
multiple of $50,000 in excess thereof.

                  (b) The Swing Line Loans shall be evidenced by a promissory
note of the Borrower substantially in the form of Exhibit C to this Agreement,
with appropriate insertions (the "Swing Line Note"), payable to the order of the
Swing Line Lender and representing the obligation of the Borrower to pay the
amount of the Swing Line Commitment or, if less, the unpaid principal amount of
the Swing Line Loans, with interest thereon as prescribed in subsection 2.16.
The Swing Line Lender is hereby authorized to record the Borrowing Date, the
amount of each Swing Line Loan and the date and amount of each payment or
prepayment of principal thereof, on the schedule annexed to and constituting a
part of the Swing Line Note and any such recordation shall constitute prima
facie evidence of the accuracy of the information so recorded, provided that the
failure by the Swing Line Lender to make any such recordation shall not affect
any of the obligations of the Borrower under such Swing Line Note or this
Agreement. The Swing Line Note shall (a) be dated the Closing Date, (b) be
stated to mature on the Revolving Credit Termination Date and (c) bear interest
for the period from the date thereof until paid in full on the unpaid principal
amount thereof from time to time outstanding at the applicable interest rate per
annum determined as provided in, and payable as specified in, subsection 2.16.

                  (c) The Swing Line Lender, at any time in its sole and
absolute discretion may, on behalf of the Borrower (which hereby irrevocably
directs the Swing Line Lender to act on its behalf) request each Lender
including the Swing Line Lender, to make a Revolving Credit Loan


                                CREDIT AGREEMENT
<PAGE>
                                                                              25

in an amount equal to such Lender's Commitment Percentage of the amount of the
Swing Line Loans outstanding on the date such notice is given (the "Outstanding
Swing Line Loans"). Unless any of the events described in paragraph (f) of
Section 7 shall have occurred with respect to the Borrower (in which event the
procedures of paragraph (e) of this subsection shall apply) each Lender shall
make the proceeds of its Revolving Credit Loan available to the Administrative
Agent for the account of the Swing Line Lender at the office of the
Administrative Agent specified in subsection 10.2 prior to 12:00 Noon (New York
City time) in funds immediately available on the Business Day next succeeding
the date such notice is given. The proceeds of such Revolving Credit Loans shall
be immediately applied to repay the Outstanding Swing Line Loans. Effective on
the day such Revolving Credit Loans are made, the portion of the Swing Line
Loans so paid shall no longer be outstanding as Swing Line Loans, shall no
longer be due under the Swing Line Note and shall be evidenced as provided in
subsection 2.7(b). The Borrower authorizes the Swing Line Lender to charge the
Borrower's accounts with the Administrative Agent (up to the amount available in
each such account) in order to immediately pay the amount of such Outstanding
Swing Line Loans to the extent amounts received from the Lenders are not
sufficient to repay in full such Outstanding Swing Line Loans.

                  (d) Notwithstanding anything herein to the contrary, the Swing
Line Lender shall not be obligated to make any Swing Line Loans if the
conditions set forth in subsection 4.2 have not been satisfied.

                  (e) If prior to the making of a Revolving Credit Loan pursuant
to paragraph (c) of subsection 2.20 one of the events described in paragraph (f)
of Section 7 shall have occurred and be continuing with respect to the Borrower,
each Lender will, on the date such Revolving Credit Loan was to have been made
pursuant to the notice in subsection 2.20(c), purchase an undivided
participating interest in the Outstanding Swing Line Loan in an amount equal to
(i) its Commitment Percentage times (ii) the aggregate principal amount of Swing
Line Loans then outstanding. Each Lender will immediately transfer to the Swing
Line Lender, in immediately available funds, the amount of its participation,
and upon receipt thereof the Swing Line Lender will deliver to such Lender a
Swing Line Loan Participation Certificate dated the date of receipt of such
funds and in such amount.

                  (f) Whenever, at any time after any Lender has purchased a
participating interest in a Swing Line Loan, the Swing Line Lender receives any
payment on account thereof, the Swing Line Lender will distribute to such Lender
its participating interest in such amount (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded); provided, however, that in
the event that such payment received by the Swing Line Lender is required to be
returned, such Lender will return to the Swing Line Lender any portion thereof
previously distributed by the Swing Line Lender to it.

                  (g) Each Lender's obligation to make the Revolving Credit
Loans referred to in subsection 2.20(c) and to purchase participating interests
pursuant to subsection 2.20(e) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or the
Borrower may have against the Swing Line Lender, the Borrower or any other
Person for any reason whatsoever, (ii) the occurrence or continuance of a
Default or an Event of Default; (iii)


                                CREDIT AGREEMENT
<PAGE>
                                                                              26


any adverse change in the condition (financial or otherwise) of the Borrower;
(iv) any breach of this Agreement or any other Loan Document by the Borrower,
any Subsidiary or any other Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

                  2.21 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain LIBOR Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make LIBOR Loans, continue LIBOR Loans as
such and convert ABR Loans to LIBOR Loans shall forthwith be cancelled and (b)
such Lender's Loans then outstanding as LIBOR Loans, if any, shall be converted
automatically to ABR Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as
required by law. If any such conversion of a LIBOR Loan occurs on a day which is
not the last day of the then current Interest Period with respect thereto, the
Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to subsection 2.22.

                  2.22 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                           (i) shall subject any Lender to any tax of any kind
         whatsoever with respect to this Agreement, any Note or any LIBOR Loan
         made by it, or change the basis of taxation of payments to such Lender
         in respect thereof (except for Non-Excluded Taxes covered by subsection
         2.23 and changes in the rate of tax on the overall net income of such
         Lender);

                           (ii) shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan or similar requirement
         against assets held by, deposits or other liabilities in or for the
         account of, advances, loans or other extensions of credit by, or any
         other acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the London Interbank Offered
         Rate hereunder; or

                           (iii) shall impose on such Lender any other
         condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining LIBOR Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduced amount receivable.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations


                                CREDIT AGREEMENT
<PAGE>
                                                                              27


hereunder to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, the
Borrower shall promptly pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction.

                  (c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Borrower (with
a copy to the Administrative Agent) of the event by reason of which it has
become so entitled and of the basis for the calculation of such additional
amounts. A certificate as to any additional amounts payable pursuant to this
subsection submitted by such Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

                  2.23 Taxes. (a) All payments made by the Borrower under this
Agreement and any Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Administrative Agent or any Lender
as a result of a present or former connection between the Administrative Agent
or such Lender and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Administrative Agent or such
Lender having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any Note). If any such
non-excluded taxes, levies, imposts, duties, charges, fees deductions or
withholdings ("Non-Excluded Taxes" ) are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder or under any
Note, the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender that is not organized under the
laws of the United States or a state thereof if such Lender fails to comply with
the requirements of paragraph (b) of this subsection. Whenever any Non-Excluded
Taxes are payable by the Borrower, as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure. The agreements in this subsection shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  (b) Each Lender that is not incorporated under the laws of the
United States or a state thereof shall:


                                CREDIT AGREEMENT

<PAGE>
                                                                              28

                           (i) deliver to the Borrower and the Administrative
         Agent two duly completed copies of United States Internal Revenue
         Service Form W-8 BEN or W-8 ECI, or successor applicable form, as the
         case may be;

                           (ii) deliver to the Borrower and the Administrative
         Agent two further copies of any such form or certification on or before
         the date that any such form or certification expires or becomes
         obsolete and after the occurrence of any event requiring a change in
         the most recent form previously delivered by it to the Borrower; and

                           (iii) obtain such extensions of time for filing and
         complete such forms or certifications as may reasonably be requested by
         the Borrower or the Administrative Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the
Administrative Agent. Such Lender shall certify that it is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes. Each Person that shall become a Lender or a
Participant pursuant to subsection 10.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this subsection, provided that in the case of a Participant
such Participant shall furnish all such required forms and statements to the
Lender from which the related participation shall have been purchased.

                  2.24 Indemnity. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making
either (i) a borrowing of LIBOR Loans (including without limitation Term Loans)
or LIBOR CAF Advances or (ii) a conversion into or continuation of LIBOR Loans,
in each case after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement (in the case of a borrowing of
LIBOR CAF Advances, so long as the Borrower shall have accepted a CAF Advance
offered in connection with any such notice), (b) default by the Borrower in
making any prepayment after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement or (c) the making of either (i)
a prepayment of LIBOR Loans, LIBOR CAF Advances or Fixed Rate CAF Advances or
(ii) a conversion of LIBOR Loans, in each case on a day which is not the last
day of an Interest Period with respect thereto. Such indemnification may include
an amount equal to the excess, if any, of (i) the amount of interest which would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate
of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) which would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. This covenant shall survive
the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

                                CREDIT AGREEMENT
<PAGE>
                                                                              29
                  2.25 Commitment Increases. (a) In the event that Borrower
wishes to increase the aggregate Commitments, it shall notify the Lenders
(through the Administrative Agent) of the amount of such proposed increase (such
notice, a "Commitment Increase Offer"). Each Commitment Increase Offer shall
offer the Lenders the opportunity to participate in the increased Commitments
ratably in accordance with their respective Commitment Percentages. In the event
that any Lender (each, a "Declining Lender") shall fail to accept in writing a
Commitment Increase Offer within 10 Business Days after receiving notice
thereof, all or any portion of the proposed increase in the Commitments offered
to the Declining Lenders (the aggregate of such offered amounts, the "Declined
Amount") may instead be allocated to any one or more additional banks, financial
institutions or other entities pursuant to paragraph (b) below and/or to any one
or more existing Lenders pursuant to paragraph (c)(ii) below.

                  (b) Any additional bank, financial institution or other entity
which, with the consent of the Borrower and the Administrative Agent, elects to
become a party to this Agreement and obtain a Commitment in an amount equal to
all or any portion of a Declined Amount shall execute a New Lender Supplement
(each, a "New Lender Supplement") with the Borrower and the Administrative
Agent, substantially in the form of Exhibit K-1, whereupon such bank, financial
institution or other entity (herein called a "New Lender") shall become a Lender
for all purposes and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement, and Schedule
1.2 shall be deemed to be amended to add the name and Commitment of such New
Lender.

                  (c) Any Lender which (i) accepts a Commitment Increase Offer
pursuant to subsection 2.25(a) or (ii) with the consent of the Borrower, elects
to increase its Commitment by an amount equal to all or any portion of a
Declined Amount shall, in each case, execute a Commitment Increase Supplement
(each, a "Commitment Increase Supplement") with the Borrower and the
Administrative Agent, substantially in the form of Exhibit K-2, whereupon such
Lender shall be bound by and entitled to the benefits of this Agreement with
respect to the full amount of its Commitment as so increased, and Schedule 1.2
shall be deemed to be amended to so increase the Commitment of such Lender.

                  (d) If on the date upon which a bank, financial institution or
other entity becomes a New Lender pursuant to subsection 2.25(b) or upon which a
Lender's Commitment is increased pursuant to subsection 2.25(a) or (c) there is
an unpaid principal amount of Revolving Credit Loans, the Borrower shall borrow
Revolving Credit Loans from the Lenders and/or (subject to compliance by the
Borrower with subsection 2.24) prepay Revolving Credit Loans of the Lenders such
that, after giving effect thereto, the Revolving Credit Loans (including,
without limitation, the Types thereof and Interest Periods with respect thereto)
shall be held by the Lenders (including for such purposes the New Lenders) pro
rata according to their respective Commitment Percentages.

                  (e) Notwithstanding anything to the contrary in this
subsection, (i) in no event shall any transaction effected pursuant to this
subsection cause (x) the aggregate Commitments to exceed $1,700,000,000 or (y)
an increase in the aggregate Commitments of an amount less than $100,000,000,
(ii) the aggregate amount of any increase in Commitments pursuant to subsection
2.25(b) or (c)(ii) shall be limited to the relevant Declined Amount and (iii) no
Lender shall have any obligation to increase its Commitment unless it agrees to
do so in its sole discretion.

                                CREDIT AGREEMENT
<PAGE>
                                                                              30

           SECTION 3. REPRESENTATIONS AND WARRANTIES BY INTERNATIONAL

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans, International hereby represents and
warrants to the Administrative Agent and each Lender that:

                  3.1 Financial Condition. The consolidated balance sheet of
International and its consolidated Subsidiaries as at December 31, 2001 and the
related consolidated statements of income and of cash flows for the fiscal year
ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which
have heretofore been furnished to each Lender, are complete and correct in all
material respects and present fairly the consolidated financial condition of
International and its consolidated Subsidiaries as at such date, and the
consolidated results of their operations and their consolidated cash flows for
the fiscal year then ended. The unaudited consolidated balance sheet of
International and its consolidated Subsidiaries as at March 31, 2002 and the
related unaudited consolidated statements of income and of cash flows for the
three-month period ended on such date, certified by a Responsible Officer,
copies of which have heretofore been furnished to each Lender, are complete and
correct in all material respects and present fairly the consolidated financial
condition of International and its consolidated Subsidiaries as at such date,
and the consolidated results of their operations and their consolidated cash
flows for the three-month period then ended (subject to normal year-end audit
adjustments). All such financial statements have been prepared in accordance
with GAAP applied consistently throughout the periods involved (except as
approved by such accountants or Responsible Officer, as the case may be, and as
disclosed therein). Neither International nor any of its consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material Guarantee outside the ordinary course of business,
contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment which in the aggregate may reasonably be
expected to have a Material Adverse Effect, including, without limitation, any
interest rate or foreign currency swap or exchange transaction (except as listed
on Schedule 3.1 attached hereto), which is not reflected in the foregoing
statements or in the notes thereto. Except as heretofore disclosed to the
Lenders, during the period from December 31, 2001 to and including the date
hereof there has been no sale, transfer or other disposition by International or
any of its consolidated Subsidiaries of any material part of its business or
property and no purchase or other acquisition of any business or property
(including any capital stock of any other Person) material in relation to the
consolidated financial condition of International and its consolidated
Subsidiaries at December 31, 2001.

                  3.2 No Change. Since December 31, 2001 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

                  3.3 Corporate Existence; Compliance with Law. Each of
International and its Subsidiaries (a) is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate power and authority, and the legal right, to
own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign corporation and in good standing under the laws of each jurisdiction
(other than that of its incorporation) where its ownership, lease or operation
of property or the conduct of its business requires such qualification and (d)
is in compliance with all Requirements of Law, except in the case of clause (c)
or (d) above, to the extent that the failure to qualify as a foreign corporation
or

                                CREDIT AGREEMENT
<PAGE>
                                                                              31

to be in good standing or to comply with any Requirement of Law could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  3.4 Corporate Power; Authorization; Enforceable Obligations.
International has the corporate power and authority, and the legal right, to
make, deliver, and perform the Loan Documents to which it is a party and to
borrow hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement and any Notes and to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of the Loan Documents to which
International is a party. This Agreement has been, and each other Loan Document
to which it is a party will be, duly executed and delivered on behalf of
International. This Agreement constitutes, and each other Loan Document to which
it is a party when executed and delivered will constitute, a legal, valid and
binding obligation of International enforceable against International in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

                  3.5 No Legal Bar. The execution, delivery and performance of
the Loan Documents to which International is a party, the borrowings hereunder
and the use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of International or of any of its Subsidiaries and will
not result in, or require, the creation or imposition of any Lien on any of its
or their respective properties or revenues pursuant to any such Requirement of
Law or Contractual Obligation.

                  3.6 No Material Litigation. Except as listed on Schedule 3.6
or as previously disclosed to the Lenders in connection with the information
provided pursuant to Section 3.1 or in the Form S-4, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of International, threatened by or
against International or any of its Subsidiaries or against any of its or their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (b) which could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  3.7 No Default. Neither International nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

                  3.8 Ownership of Property; Liens. Each of International and
its Subsidiaries has good record and marketable title in fee simple to, or a
valid leasehold interest in, all its real property, and good title to, or a
valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by subsection 6.2.

                  3.9 Intellectual Property. International and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes

                                CREDIT AGREEMENT
<PAGE>
                                                                              32

necessary for the conduct of its business as currently conducted except for
those the failure to own or license which could not reasonably be expected to
have a Material Adverse Effect (the "Intellectual Property"). No claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does International know of any valid basis for any
such claim, except for such claims that, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. The use of such Intellectual
Property by International and its Subsidiaries does not infringe on the rights
of any Person, except for such claims and infringements that, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

                  3.10 No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation of International or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

                  3.11 Taxes. Each of International and its Subsidiaries has
filed or caused to be filed all tax returns which, to the knowledge of
International, are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books of International or its Subsidiaries, as the case may be); no tax Lien has
been filed, and, to the knowledge of International, no claim is being asserted,
with respect to any such tax, fee or other charge.

                  3.12 Federal Regulations. Neither International nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose (whether immediate, incidental
or ultimate) of buying or carrying Margin Stock. No part of the proceeds of any
Loans will be used directly or indirectly for the purpose (whether immediate,
incidental or ultimate) of buying or carrying Margin Stock or for any purpose
that violates the provisions of the regulations of the Board. If requested by
any Lender or the Administrative Agent, International will furnish to each
Lender and the Administrative Agent a statement in conformity with the
requirements of Federal Reserve Form FR U-1 or FR G-3, as appropriate, referred
to in Regulation U, as to demonstrate the compliance of any borrowing hereunder
with Regulation U.

                  3.13 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Single
Employer Plan, and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code. No termination of a Single Employer
Plan has occurred (other than via a "standard termination" as defined in Section
4041(b) of ERISA), and no Lien in favor of the PBGC or a Single Employer Plan
has arisen, during such five-year period. The present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans) did not, as of the last annual valuation date prior to the date
on which this representation is made or deemed made, exceed the value of the
assets of such Plan allocable to such accrued benefits by more than $10,000,000.
Neither International nor any Commonly Controlled Entity has had a complete or
partial withdrawal from any Multiemployer Plan, and neither International nor
any Commonly

                                CREDIT AGREEMENT

<PAGE>
                                                                              33

Controlled Entity would become subject to any liability under ERISA if
International or any such Commonly Controlled Entity were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding the
date on which this representation is made or deemed made. To the best knowledge
of International, no such Multiemployer Plan is in Reorganization or Insolvent.
The present value (determined using actuarial and other assumptions which are
reasonable in respect of the benefits provided and the employees participating)
of the liability of International and each Commonly Controlled Entity for post
retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(l) of ERISA) does
not, in the aggregate, exceed the assets under all such Plans allocable to such
benefits by an amount in excess of $20,000,000. The foregoing dollar baskets in
the third and sixth sentences of this Section 3.13 exclude the amount of post
retirement benefit obligation disclosed in the Form S-4, which are reflected as
a $28,568,000 accrued liability in the financial statements therein in
accordance with GAAP.

                  3.14 Investment Company Act; Other Regulations. International
is not an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
International is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

                  3.15 Subsidiaries. Schedule 3.15 lists each Subsidiary of
International (and the direct and indirect ownership interest of International
therein), in each case existing on March 31, 2002. International will at all
times own directly or indirectly the percentage of the outstanding capital
stock, if any, of said Subsidiaries indicated on Schedule 3.15 as owned by
International as of the date hereof except to the extent the disposition thereof
would not violate subsection 6.4.

                  3.16 Purpose of Loans. The proceeds of the Loans shall be used
by International and its Subsidiaries solely to ensure the integrity of the
MasterCard payment system in the event of settlement failure by one or more of
its members, including failure by one or more of its members to meet merchant
payment obligations.

                  3.17 Environmental Matters. (a) To the best knowledge of
International, the facilities and properties owned, leased or operated by
International or any of its Subsidiaries (the "Properties") do not contain, and
have not previously contained, any Materials of Environmental Concern in amounts
or concentrations which (i) constitute or constituted a violation of, or (ii)
could reasonably be expected to give rise to liability under, any Environmental
Law.

                  (b) The Properties and all operations at the Properties are in
compliance in all material respects with all applicable Environmental Laws, and
there is no contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the business operated by
International or any of its Subsidiaries (the "Business") which could materially
interfere with the continued operation of the Properties or materially impair
the fair saleable value thereof.

                  (c) Neither International nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the

                                CREDIT AGREEMENT

<PAGE>
                                                                              34

Properties or the Business, nor does International have knowledge or reason to
believe that any such notice will be received or is being threatened.

                  (d) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of International, threatened, under any
Environmental Law to which International or any Subsidiary is or will be named
as a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business.

                         SECTION 4. CONDITIONS PRECEDENT

                  4.1 Conditions to Initial Loan. The agreement of each Lender
to make the initial Loan requested to be made by it is subject to the
satisfaction of the following conditions precedent:

                  (a) Loan Documents. The Administrative Agent shall have
         received (i) this Agreement, executed and delivered by a duly
         authorized officer of each of International and Inc., with a
         counterpart for each Lender, and (ii) for the account of the Swing Line
         Lender, the Swing Line Note conforming to the requirements hereof and
         executed by a duly authorized officer of International.

                  (b) Related Agreements. The Administrative Agent shall have
         received, with a copy for each Lender, true and correct copies,
         certified as to authenticity by International of such other documents
         or instruments as may be reasonably requested by the Administrative
         Agent, including, without limitation, a copy of any debt instrument,
         security agreement or other material contract to which International or
         its Subsidiaries may be a party.

                  (c) Closing Certificate. The Administrative Agent shall have
         received, with a copy for each Lender, a closing certificate of
         International, dated the Closing Date, substantially in the form of
         Exhibit I, with appropriate insertions and attachments, satisfactory in
         form and substance to the Administrative Agent, executed by the
         President or any Vice President and the Secretary or any Assistant
         Secretary of International.

                  (d) Corporate Proceedings. The Administrative Agent shall have
         received, with a copy for each Lender, a copy of the resolutions, in
         form and substance satisfactory to the Administrative Agent, of the
         Board of Directors of International authorizing (i) the execution,
         delivery and performance by International of this Agreement and the
         other Loan Documents to which it is a party and (ii) the borrowings
         contemplated hereunder, certified by the Secretary or an Assistant
         Secretary of International as of the Closing Date, which certificate
         shall be in form and substance satisfactory to the Administrative Agent
         and shall state that the resolutions thereby certified have not been
         amended, modified, revoked or rescinded.

                  (e) Incumbency Certificate. The Administrative Agent shall
         have received, with a copy for each Lender, a certificate of
         International, dated the Closing Date, as to the incumbency and
         signature of the officers of International executing any Loan Document,

                                CREDIT AGREEMENT

<PAGE>
                                                                              35

         satisfactory in form and substance to the Administrative Agent,
         executed by the President or any Vice President and the Secretary or
         any Assistant Secretary of International.

                  (f) Corporate Documents. The Administrative Agent shall have
         received, with a copy for each Lender, true and complete copies of the
         certificate of incorporation and by-laws of International, certified as
         of the Closing Date as complete and correct copies thereof by the
         Secretary or an Assistant Secretary of International.

                  (g) Fees. The Administrative Agent shall have received the
         fees to be received on the Closing Date.

                  (h) Legal Opinions. The Administrative Agent shall have
         received, with a counterpart for each Lender, the executed legal
         opinion of Noah J. Hanft, General Counsel and Secretary of
         International (or such other person who then holds the position of
         General Counsel of International), substantially in the form of Exhibit
         F-1. Such legal opinion shall cover such other matters incident to the
         transactions contemplated by this Agreement as the Administrative Agent
         may reasonably require.

                  (i) Existing Agreement. The Administrative Agent shall have
         received evidence satisfactory to it that the commitments under
         International's existing $1,200,000,000 Credit Agreement, dated as of
         June 6, 2000 shall have been canceled and all amounts outstanding
         thereunder shall have been repaid.

                  4.2 Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan and its Term Loan) is subject to the satisfaction
of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by International and, from and
         after the Conversion Date, by Inc. in or pursuant to the Loan Documents
         shall be true and correct on and as of such date as if made on and as
         of such date.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         Loans requested to be made on such date.

                  (c) Additional Matters. All corporate and other proceedings,
         and all documents, instruments and other legal matters in connection
         with the transactions contemplated by this Agreement and the other Loan
         Documents shall be satisfactory in form and substance to the
         Administrative Agent, and the Administrative Agent shall have received
         such other documents and legal opinions in respect of any aspect or
         consequence of the transactions contemplated hereby or thereby as it
         shall reasonably request.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this subsection have been satisfied.

                                CREDIT AGREEMENT

<PAGE>
                                                                              36

                        SECTION 5. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Administrative
Agent hereunder or under any other Loan Document, the Borrower shall and (except
in the case of delivery of financial information, reports and notices) shall
cause each of its Subsidiaries to:

                  5.1 Financial Statements. Furnish to each Lender:

                  (a) as soon as available, but in any event within 120 days
         after the end of each fiscal year of the Borrower, a copy of the
         consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such year and the related consolidated
         statements of income and retained earnings and of cash flows for such
         year, setting forth in each case in comparative form the figures for
         the previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, by PricewaterhouseCoopers LLP or other independent
         certified public accountants of nationally recognized standing; and

                  (b) as soon as available, but in any event not later than 60
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Borrower, the unaudited consolidated balance sheet
         of the Borrower and its consolidated Subsidiaries as at the end of such
         quarter and the related unaudited consolidated statements of income and
         retained earnings of such quarter and of cash flows of the Borrower and
         its consolidated Subsidiaries for the portion of the fiscal year
         through the end of such quarter, setting forth in each case in
         comparative form the figures for the previous year or, in the case of
         such consolidated balance sheet, for the last day of the prior fiscal
         year, certified by a Responsible Officer as being fairly stated in all
         material respects (subject to normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

                  5.2 Certificates; Other Information. Furnish to the
         Administrative Agent:

                  (a) concurrently with the delivery of the financial statements
         referred to in subsection 5.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any failure by the Borrower to comply with subsections
         6.1, 6.4 or 6.5, except as specified in such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in subsections 5.1(a) and (b), a certificate of a
         Responsible Officer, substantially in the form of Exhibit J, stating
         that, to the best of such Officer's knowledge, during such period the
         Borrower has observed or performed all of its covenants and other
         agreements, and satisfied every condition, contained in this Agreement
         and the other Loan Documents to be observed, performed or satisfied by
         it, and that such Officer has obtained no knowledge of any Default or
         Event of Default except as specified in such certificate;

                                CREDIT AGREEMENT

<PAGE>
                                                                              37

                  (c) within five days after the same are sent, copies of all
         financial statements and reports which the Borrower sends to its
         members or (after the Conversion Date) shareholders generally, and
         within five days after the same are filed, copies of all financial
         statements and reports which the Borrower may make to, or file with,
         the Securities and Exchange Commission or any successor or analogous
         Governmental Authority; provided, that any such financial statement or
         report shall be deemed to have been delivered on the date that the
         Borrower notifies the Administrative Agent that such financial
         statement or report is available on "EDGAR", the Electronic Data
         Gathering, Analysis and Retrieval system of the Securities and Exchange
         Commission, or "http://www.sec.gov/edgar.shtml"); and

                  (d) promptly, such additional financial and other information
         (other than any non-public information or materials pertaining to (i)
         International's and, from and after the Conversion Date, Inc.'s
         proprietary new products, systems or services, (ii) International's
         and, from and after the Conversion Date, Inc.'s proprietary marketing
         programs, strategies or plans, or (iii) any member specific billing,
         contractual or other arrangements) as the Administrative Agent or any
         Lender through the Administrative Agent may from time to time
         reasonably request.

                  5.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except (i) where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Subsidiaries, as the case may be or
(ii) to the extent that failure to comply therewith could not, in the aggregate,
be reasonably expected to have a Material Adverse Effect.

                  5.4 Conduct of Business and Maintenance of Existence. Continue
to engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as otherwise
permitted pursuant to subsection 6.9; and comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, be reasonably expected to have a Material
Adverse Effect.

                  5.5 Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks as are
usually insured against in the same general area by companies engaged in the
same or a similar business; and furnish to each Lender, upon written request,
full information as to the insurance carried.

                  5.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP (or such other commonly accepted accounting practice
which has been previously disclosed to the Administrative Agent) and all
Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities; and permit representatives of any Lender to,

                                CREDIT AGREEMENT

<PAGE>
                                                                              38

upon reasonable notice, visit and inspect any of its properties (not more than
one time in any fiscal year) and examine and make abstracts from any of its
books and records (other than any non-public information or materials pertaining
to (i) the Borrower's proprietary new products, systems or services, (ii) the
Borrower's proprietary marketing programs, strategies or plans, or (iii) any
member specific billing, contractual or other arrangements) at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants; provided that if a
Default or Event of Default shall have occurred and be continuing, such visits
and inspections may be conducted at any time upon reasonable notice.

                  5.7 Notices. Promptly give notice to the Administrative Agent
for distribution to the Lenders of:

                  (a) the occurrence of any Default or Event of Default;

                  (b) any (i) default or event of default under any Contractual
         Obligation of the Borrower or any of its Subsidiaries or (ii)
         litigation, investigation or proceeding which may exist at any time
         between the Borrower or any of its Subsidiaries and any Governmental
         Authority, which in either case, if not cured or if adversely
         determined, as the case may be, could reasonably be expected to have a
         Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Borrower or any
         of its Subsidiaries in which the amount involved is $10,000,000 or more
         and not covered by insurance or in which injunctive or similar relief
         is sought;

                  (d) the following events, as soon as possible and in any event
         within 30 days after the Borrower knows or has reason to know thereof:
         (i) the occurrence or expected occurrence of any Reportable Event with
         respect to any Plan, a failure to make any required contribution to any
         "pension plan" (as defined in Section 3(2) of ERISA), the creation of
         any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
         termination, Reorganization or Insolvency of, any Multiemployer Plan or
         (ii) the institution of proceedings or the taking of any other action
         by the PBGC or the Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         terminating, Reorganization or Insolvency of, any Multiemployer Plan,
         except where the termination, Reorganization or Insolvency of any
         Multiemployer Plan could not reasonably be expected to result in a
         liability in excess of $10,000,000; and

                  (e) any material adverse change in the business, operations,
         property or condition (financial or otherwise) of the Borrower and its
         Subsidiaries taken as a whole.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

                  5.8 Environment Laws. (a) Comply with, and ensure compliance
by all tenants and subtenants, if any, with, all applicable Environmental Laws
and obtain and

                                CREDIT AGREEMENT

<PAGE>
                                                                              39

comply in all material respects with and maintain, and ensure that all tenants
and subtenants obtain and comply in all material respects with and maintain, any
and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except to the extent that failure to do so could
not be reasonably expected to have a Material Adverse Effect.

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by
appropriate proceedings and the pendency of such proceedings could not be
reasonably expected to have a Material Adverse Effect.

                          SECTION 6. NEGATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Administrative
Agent hereunder or under any other Loan Document, the Borrower shall not and
shall not permit any of its Subsidiaries to, directly or indirectly:

                  6.1 Maintenance of Net Worth. (a) Prior to the Conversion
         Date, permit Consolidated Net Worth of International at any time to be
         less than the sum of (i) $410,000,000 plus (ii) 50% of the sum of
         Consolidated Net Income (if positive) of International for each quarter
         ending after December 31, 2001.

                  (b) From and after the Conversion Date, permit Consolidated
         Net Worth of Inc. at any time to be less than the sum of (i)
         $410,000,000 plus (ii) an amount equal to 50% of the sum of
         Consolidated Net Income (if positive) of the Borrower for each fiscal
         quarter ending after December 31, 2001 plus (iii) from and after the
         Conversion Date, an amount equal to 50% of the difference between (x)
         Consolidated Net Worth of Inc. calculated after giving effect to the
         Conversion and Integration and the occurrence of the Conversion Date,
         as of the last day of the fiscal quarter ended most recently after the
         Conversion Date and (y) Consolidated Net Worth of International, as of
         the last day of the fiscal quarter ended most recently prior to the
         Conversion Date.

                  6.2 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens for taxes not yet due or which are being contested
         in good faith by appropriate proceedings, provided that adequate
         reserves with respect thereto are maintained on the books of the
         Borrower or its Subsidiaries, as the case may be, in conformity with
         GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 60 days or
         which are being contested in good faith by appropriate proceedings;

                                CREDIT AGREEMENT

<PAGE>
                                                                              40

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements;

                  (d) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (e) easements, rights-of-way, restrictions and other similar
         encumbrances which, in the aggregate, do not in any case materially
         detract from the value of the property subject thereto or materially
         interfere with the ordinary conduct of the business of the Borrower and
         its Subsidiaries taken as a whole;

                  (f) Liens in existence on the date hereof listed on Schedule
         6.2(f), provided that no such Lien is spread to cover any additional
         property after the Closing Date and that the amount of Indebtedness
         secured thereby is not increased;

                  (g) Liens securing Indebtedness of the Borrower and its
         Subsidiaries incurred to finance the acquisition of fixed or capital
         assets, provided that (i) such Liens shall be created substantially
         simultaneously with the acquisition of such fixed or capital assets and
         (ii) such Liens do not at any time encumber any property other than the
         property financed by such Indebtedness;

                  (h) bankers' liens arising by operation of law;

                  (i) Liens on the property or assets of a corporation which
         becomes a Subsidiary on or after the date hereof securing Indebtedness
         of such corporation, provided that (i) such Liens existed at the time
         such corporation became a Subsidiary and were not created in
         anticipation thereof and (ii) any such Lien is not spread to cover any
         property or assets of such corporation after the time such corporation
         becomes a Subsidiary;

                  (j) Liens arising out of judgments or awards (x) which are
         bonded or (y) with respect to which an appeal or a proceeding for
         review is being prosecuted in good faith and adequate reserves have
         been provided for the payment of such judgment or award;

                  (k) Liens in favor of the Borrower which secure the obligation
         of any Subsidiary to the Borrower; and

                  (1) Liens (not otherwise permitted hereunder) which secure
         obligations not exceeding (as to the Borrower and all Subsidiaries)
         $20,000,000 in aggregate amount at any time outstanding.

                  6.3 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting business
(taking the Borrower and its Subsidiaries as a whole), except:

                                CREDIT AGREEMENT

<PAGE>
                                                                              41

                  (a) any Subsidiary of the Borrower may be merged or
         consolidated with or into the Borrower (provided that the Borrower
         shall be the continuing or surviving corporation) or with or into any
         one or more wholly owned Subsidiaries of the Borrower (provided that
         the wholly owned Subsidiary or Subsidiaries shall be the continuing or
         surviving corporation);

                  (b) any wholly owned Subsidiary may sell, lease, transfer or
         otherwise dispose of any or all of its assets (upon voluntary
         liquidation or otherwise) to the Borrower or any other wholly owned
         Subsidiary of the Borrower, subject, however, to the limitations set
         forth in Sections 6.4 and 6.6 below; and

                  (c) as permitted by subsection 6.4.

                  6.4 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Borrower or any wholly owned Subsidiary, except:

                  (a) the sale or other disposition of obsolete or worn out
         property in the ordinary course of business;

                  (b) the sale or other disposition of any property; provided
         that (i) the aggregate book value of all assets so sold or disposed of
         pursuant to this clause (b) in any period of twelve consecutive months
         shall not exceed an amount equal to 20% of consolidated total assets of
         the Borrower and its Subsidiaries as at the beginning of such
         twelve-month period; and (ii) from and after the Conversion Date, the
         aggregate book value of all assets so sold or disposed of pursuant to
         this clause (b) to Subsidiaries of Inc. that are not also Subsidiaries
         of International by Inc. and its Subsidiaries (other than by
         Subsidiaries of Inc. that are not also Subsidiaries of International)
         during any period of twelve consecutive calendar months commencing with
         and including the month in which the Conversion Date occurs shall not
         exceed an amount equal to 20% of consolidated total assets of
         International and its Subsidiaries as at the beginning of such
         twelve-month period;

                  (c) the sale or disposition of the headquarters of the
         Borrower located at 2000 Purchase Street, Purchase, New York
         10577-2509;

                  (d) the sale of inventory in the ordinary course of business;

                  (e) the sale or discount without recourse of accounts
         receivable arising in the ordinary course of business in connection
         with the compromise or collection thereof; and

                  (f) as permitted by subsection 6.3(b).

                  6.5 Limitation on Dividends. Declare or pay any dividend
exceeding 40% of net income in any fiscal year (other than dividends payable
solely in common stock of the Borrower) on, or make any payment on account of,
or set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any

                                CREDIT AGREEMENT

<PAGE>
                                                                              42

shares of any class of Capital Stock of the Borrower or any warrants or options
to purchase any such Stock, whether now or hereafter outstanding, or make any
other distribution in respect thereof, either directly or indirectly, whether in
cash or property or in obligations of the Borrower or any Subsidiary. The
provisions hereunder shall in no way limit the ability of any Subsidiary to make
dividend payments to the Borrower or any other shareholder of such Subsidiary.

                  6.6 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except Permitted Investments.

                  6.7 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate (other
than any transaction expressly permitted by Section 6.3(a) or (b)) unless such
transaction is upon fair and reasonable terms.

                  6.8 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Borrower to end on a day other than December 31; provided that, the
Borrower may change its fiscal year with the consent of the Administrative
Agent, which consent shall not unreasonably be withheld.

                  6.9 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary, except for businesses (a) in which
the Borrower and its Subsidiaries are engaged on the date of this Agreement or
(b) which, after giving effect to such new business, would not result in a
change in the primary business of the Borrower and its Subsidiaries, taken as a
whole, on the date hereof.

                  Notwithstanding anything to the contrary in this Section 6 or
elsewhere in this Agreement, (i) neither the consummation of the Conversion and
the Integration nor the implementation of the Project shall be deemed to violate
this Agreement and (ii) any transfer or issuance of any interest in Europay, or
any Affiliate of Europay currently existing as of the date hereof or created in
connection with such transfer, by International, Inc. or any of their respective
Subsidiaries, shall not constitute a transfer, issuance or investment for
purposes of Sections 6.3, 6.4, 6.5, 6.6 or 6.7 to the extent that Europay or
such Affiliate remains, directly or indirectly, a Subsidiary of Inc.

                          SECTION 7. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any Loan
         when due in accordance with the terms thereof or hereof; or the
         Borrower shall fail to pay any interest on any Loan, or any other
         amount payable hereunder, within five days after any such interest or
         other amount becomes due in accordance with the terms thereof or
         hereof; or

                  (b) Any representation or warranty made or deemed made by
         International or Inc. herein or in any other Loan Document or which is
         contained in any certificate, document

                                CREDIT AGREEMENT

<PAGE>
                                                                              43

         or financial or other statement furnished by it at any time under or in
         connection with this Agreement shall prove to have been incorrect in
         any material respect on or as of the date made or deemed made; or

                  (c) The Borrower shall default in the observance or
         performance of any agreement contained in Section 6 or, after the
         Conversion Date, Sections 9.1 or 9.3; or

                  (d) International or Inc. shall default in the observance or
         performance of any other term, covenant or agreement contained in this
         Agreement (other than as provided in paragraphs (a) through (c) of this
         Section), and such default shall continue unremedied for a period of 30
         days after notice to the Borrower by the Administrative Agent or the
         Required Lenders; or

                  (e) The Borrower or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest of any Indebtedness (other
         than the Loans) or in the payment of any Guarantee, in either case in
         excess of $5,000,000 individually or $10,000,000 in the aggregate,
         beyond the period of grace (not to exceed 30 days), if any, provided in
         the instrument or agreement under which such Indebtedness or Guarantee
         was created; or (ii) default in the observance or performance of any
         other agreement or condition relating to any such Indebtedness or
         Guarantee or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness or beneficiary or beneficiaries of such Guarantee (or a
         trustee or agent on behalf of such holder or holders or beneficiary or
         beneficiaries) to cause, with the giving of notice if required, such
         Indebtedness to become due prior to its stated maturity or such
         Guarantee to become payable; or

                  (f) (i) The Borrower or any of its Subsidiaries shall commence
         any case, proceeding or other action (A) under any existing or future
         law of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of debtors, seeking to have an
         order for relief entered with respect to it, or seeking to adjudicate
         it a bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian, conservator or other similar official for
         it or for all or any substantial part of its assets, or the Borrower or
         any of its Subsidiaries shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against the Borrower
         or any of its Subsidiaries any case, proceeding or other action of a
         nature referred to in clause (i) above which (A) results in the entry
         of an order for relief or any such adjudication or appointment or (B)
         remains undismissed, undischarged or unbonded for a period of 90 days;
         or (iii) there shall be commenced against the Borrower or any of its
         Subsidiaries any case, proceeding or other action seeking issuance of a
         warrant of attachment, execution, distraint or similar process against
         all or any substantial part of its assets which results in the entry of
         an order for any such relief which shall not have been vacated,
         discharged, or stayed or bonded pending appeal within 60 days from the
         entry thereof; or (iv) the Borrower or any of its Subsidiaries shall
         take any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the acts set forth in clause
         (i), (ii), or (iii) above; or (v) the

                                CREDIT AGREEMENT

<PAGE>
                                                                              44

         Borrower or any of its Subsidiaries shall generally not, or shall be
         unable to, or shall admit in writing its inability to, pay its debts as
         they become due; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Borrower or (after the Conversion
         Date) the Guarantor or any Commonly Controlled Entity, (iii) a
         Reportable Event shall occur with respect to, or proceedings shall
         commence to have a trustee appointed, or a trustee shall be appointed,
         to administer or to terminate, any Single Employer Plan, which
         Reportable Event or commencement of proceedings or appointment of a
         trustee is, in the reasonable opinion of the Required Lenders, likely
         to result in the termination of such Plan for purposes of Title IV of
         ERISA, (iv) any Single Employer Plan shall terminate for purposes of
         Title IV of ERISA, (v) the Borrower or (after the Conversion Date) the
         Guarantor or any Commonly Controlled Entity shall, or in the reasonable
         opinion of the Required Lenders is likely to, incur any liability in
         connection with a withdrawal from, or the Insolvency or Reorganization
         of, a Multiemployer Plan or (vi) any other event or condition shall
         occur or exist with respect to a Plan; and in each case in clauses (i)
         through (vi) above, such event or condition, together with all other
         such events or conditions, if any, could reasonably be expected to have
         a Material Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
         the Borrower or any of its Subsidiaries involving a liability (not paid
         or fully covered by insurance) of $5,000,000 or more in the case of any
         one such judgment or $10,000,000 or more in the aggregate for all such
         judgments and decrees, and all such judgments or decrees shall not have
         been vacated, discharged, satisfied, stayed or bonded pending appeal
         within 90 days from the entry thereof; or

                  (i) Any Person or "group" (within the meaning of Section 13(d)
         or 14(d) of the Securities Exchange Act of 1934, as amended) (i) shall
         have acquired beneficial ownership of 20% or more of any outstanding
         class of Capital Stock having ordinary voting power in the election of
         directors of the Borrower or (ii) shall obtain the power (whether or
         not exercised) to elect a majority of the Borrower's directors; or,
         from and after the Conversion Date, Inc. shall cease to own,
         beneficially and of record, the sole Class B membership interest in
         International or shall cease to have power to elect a majority of
         International's directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Borrower or (after the Conversion Date) the Borrower or the Guarantor,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement shall immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrower declare the Commitments to be terminated forthwith,
whereupon the Commitments shall immediately terminate; and (ii) with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the

                                CREDIT AGREEMENT

<PAGE>
                                                                              45

Required Lenders, the Administrative Agent shall, by notice to the Borrower,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement to be due and payable forthwith, whereupon
the same shall immediately become due and payable. Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any
kind are hereby expressly waived.

                       SECTION 8. THE ADMINISTRATIVE AGENT

                  8.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

                  8.2 Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

                  8.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by International
or, from and after the Conversion Date, Inc., or any officer thereof contained
in this Agreement or any other Loan Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower or any of its Subsidiaries to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower or any of its Subsidiaries.

                  8.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, or teletype message, statement, order or other

                                CREDIT AGREEMENT

<PAGE>
                                                                              46

document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower or the Guarantor), independent accountants and other experts selected
by the Administrative Agent. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes unless a written notice
of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.

                  8.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Lenders. The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders; provided that unless and until
the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

                  8.6 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
International or Inc. or any of their Subsidiaries, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any
Lender. Each Lender represents to the Administrative Agent 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 appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of
International and Inc. and made its own decision to make its Loans hereunder and
enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of International or Inc. or any of their Subsidiaries. Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning

                                CREDIT AGREEMENT

<PAGE>
                                                                              47

the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of International or Inc. or any of their
Subsidiaries which may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

                  8.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of, the Commitments, this Agreement, (including,
without limitation, enforcement of the Administrative Agent's rights under this
subsection) any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct. The agreements in this subsection shall survive the payment of the
Loans and all other amounts payable hereunder.

                  8.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to the Loans made by it, the Administrative
Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

                  8.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 10 days' notice to the Lenders, and the
Administrative Agent may be removed at any time with or without cause by the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent (provided that it shall have been approved by the Borrower (such
approval not to be unreasonably withheld)), shall succeed to the rights, powers
and duties of the Administrative Agent hereunder. Effective upon such
appointment and approval, the term "Administrative Agent" shall mean such
successor agent, and the former Administrative Agent's rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring Administrative
Agent's resignation or removal as Administrative Agent, the provisions of this
Section 8 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement and the other
Loan Documents.

                  8.10 Substitute Administrative Agent. If at any time Citibank
or the Borrower reasonably determines that Citibank is prevented from carrying
out its functions as

                                CREDIT AGREEMENT

<PAGE>
                                                                              48

Administrative Agent hereunder as contemplated hereby, Citibank or the Borrower,
as the case may be, shall forthwith so notify the Borrower or Citibank, as the
case may be, and the Backup Agent (and Citibank shall promptly so notify the
Lenders), and the Backup Agent shall thereupon automatically assume and perform
all of the functions of the Administrative Agent and shall be entitled to all of
the rights and benefits of the Administrative Agent hereunder, until and only
until such time as Citibank and the Borrower determine, and notify the Backup
Agent (which shall promptly notify the Lenders) that Citibank is no longer
prevented from carrying out its functions as Administrative Agent hereunder as
contemplated hereby, whereupon Citibank shall automatically resume and perform
all of the functions of the Administrative Agent hereunder. Each Lender agrees
to the foregoing and authorizes the Backup Agent to assume and perform the
functions of the Administrative Agent under the circumstances set forth above.

                        SECTION 9. CONVERSION PROVISIONS

                  Effective automatically upon, and only upon, the occurrence of
the Conversion Date, each of International and Inc. agrees with the other
parties, to induce them to enter into this Agreement and for other valuable
consideration, receipt of which is hereby acknowledged, the following provisions
shall apply:

                  9.1 Guarantee and Assumption of Obligations. (a) Inc. hereby
         assumes and agrees to pay and perform all of the obligations of the
         Borrower under this Agreement, and shall be deemed to be the Borrower
         for all purposes of this Agreement. The parties acknowledge and agree
         that until the Conversion Date, Inc. shall have no obligations under
         this Agreement (and expressly agree that this Agreement shall
         nevertheless be effective, valid, binding and enforceable against the
         parties from and including the date hereof).

                  (b) Guarantee. The Guarantor hereby guarantees to the Lenders
         and the Administrative Agent the prompt payment in full when due
         (whether at stated maturity, by acceleration or otherwise) of the
         principal of and interest on the Loans and the Notes and all other
         amounts whatsoever now or hereafter payable or becoming payable by the
         Borrower under this Agreement and the Notes, in each case strictly in
         accordance with the terms hereof or thereof (collectively, the
         "Guaranteed Obligations"). The Guarantor hereby further agrees that if
         the Borrower shall fail to pay in full when due (whether at stated
         maturity, by acceleration or otherwise) any of the Guaranteed
         Obligations, the Guarantor will promptly pay the same, without any
         demand or notice whatsoever, and that in the case of any extension of
         time of payment or renewal of any of the Guaranteed Obligations, the
         same will be promptly paid in full when due (whether at extended
         maturity, by acceleration or otherwise) in accordance with the terms of
         such extension or renewal. This Section 9.1 is a continuing guaranty
         and is a guaranty of payment and is not merely a guaranty of collection
         and shall apply to all Guaranteed Obligations whenever arising.

                  (c) Acknowledgments, Waivers and Consents. The Guarantor
         agrees that the obligations of the Guarantor under clause (b) above
         shall, to the fullest extent permitted

                                CREDIT AGREEMENT

<PAGE>
                                                                              49

         by applicable law, be primary, absolute, irrevocable and unconditional
         under any and all circumstances and that the guaranty therein is made
         with respect to any Guaranteed Obligations now existing or in the
         future arising. Without limiting the foregoing, the Guarantor agrees
         that:

                           (i) The occurrence of any one or more of the
                  following shall not affect the enforceability or effectiveness
                  of this Section 9.1 in accordance with its terms or affect,
                  limit, reduce, discharge or terminate the liability of the
                  Guarantor, or the rights, remedies, powers and privileges of
                  the Administrative Agent or any Lender, under this Section
                  9.1:

                                    (A) any modification or amendment (including
                           without limitation by way of amendment, extension,
                           renewal or waiver), or any acceleration or other
                           change in the time for payment or performance of the
                           terms of all or any part of the Guaranteed
                           Obligations or any Loan Document, or any other
                           agreement or instrument whatsoever relating thereto,
                           or any modification of the Commitments;

                                    (B) any release, termination, waiver,
                           abandonment, lapse or expiration, subordination or
                           enforcement of the liability of any other guarantee
                           of all or any part of the Guaranteed Obligations;

                                    (C) any application of the proceeds of any
                           other guarantee (including without limitation the
                           obligations of any other guarantor of all or any part
                           of the Guaranteed Obligations) to all or any part of
                           the Guaranteed Obligations in any such manner and to
                           such extent as the Administrative Agent may
                           determine;

                                    (D) any release of any other Person
                           (including without limitation any other guarantor
                           with respect to all or any part of the Guaranteed
                           Obligations) from any personal liability with respect
                           to all or any part of the Guaranteed Obligations;

                                    (E) any settlement, compromise, release,
                           liquidation or enforcement, upon such terms and in
                           such manner as the Administrative Agent may determine
                           or as applicable law may dictate, of all or any part
                           of the Guaranteed Obligations or any other guarantee
                           of (including without limitation any letter of credit
                           issued with respect to) all or any part of the
                           Guaranteed Obligations;

                                    (F) the giving of any consent to the merger
                           or consolidation of, the sale of substantial assets
                           by, or other restructuring or termination of the
                           corporate existence of the Borrower or any other
                           Person or any disposition of any shares of the
                           Guarantor;

                                    (G) any proceeding against the Borrower or
                           any other guarantor of all or any part of the
                           Guaranteed Obligations or any collateral provided by
                           any other Person or the exercise of any rights,
                           remedies, powers and privileges of the Administrative
                           Agent and the Lenders under the Loan

                                CREDIT AGREEMENT


<PAGE>
                                                                              50

                           Documents or otherwise in such order and such manner
                           as the Administrative Agent may determine, regardless
                           of whether the Administrative Agent or the Lenders
                           shall have proceeded against or exhausted any
                           collateral, right, remedy, power or privilege before
                           proceeding to call upon or otherwise enforce this
                           Section 9.1;

                                    (H) the entering into such other
                           transactions or business dealings with the Borrower,
                           any Subsidiary or Affiliate of the Borrower or any
                           other guarantor of all or any part of the Guaranteed
                           Obligations as the Administrative Agent or any Lender
                           may desire; or

                                    (I) all or any combination of any of the
                           actions set forth in this Section 9.1(c)(i).

                           (ii) The enforceability and effectiveness of this
                  Section 9.1 and the liability of the Guarantor, and the
                  rights, remedies, powers and privileges of the Administrative
                  Agent and the Lenders under this Section 9.1 shall not be
                  affected, limited, reduced, discharged or terminated, and the
                  Guarantor hereby expressly waives to the fullest extent
                  permitted by law any defense now or in the future arising, by
                  reason of:

                                    (A) the illegality, invalidity or
                           unenforceability of all or any part of the Guaranteed
                           Obligations, any Loan Document or any other agreement
                           or instrument whatsoever relating to all or any part
                           of the Guaranteed Obligations;

                                    (B) any disability or other defense with
                           respect to all or any part of the Guaranteed
                           Obligations, including the effect of any statute of
                           limitations that may bar the enforcement of all or
                           any part of the Guaranteed Obligations or the
                           obligations of any such other guarantor;

                                    (C) the illegality, invalidity or
                           unenforceability of any security for or other
                           guarantee (including without limitation any letter of
                           credit) of all or any part of the Guaranteed
                           Obligations or the lack of perfection or continuing
                           perfection or failure of the priority of any Lien on
                           any collateral for all or any part of the Guaranteed
                           Obligations;

                                    (D) the cessation, for any cause whatsoever,
                           of the liability of the Borrower or any other
                           guarantor with respect to all or any part of the
                           Guaranteed Obligations (other than, subject to
                           Section 9.1(d), by reason of the full payment of all
                           Guaranteed Obligations);

                                    (E) any failure of the Administrative Agent
                           or any Lender to marshal assets in favor of the
                           Borrower or any other Person (including any other
                           guarantor of all or any part of the Guaranteed
                           Obligations), to exhaust any collateral for all or
                           any part of the Guaranteed Obligations, to pursue or
                           exhaust any right, remedy, power or privilege it may
                           have against the Borrower or any other guarantor of
                           all or any part of the Guaranteed Obligations or any
                           other Person or to take any action

                                CREDIT AGREEMENT

<PAGE>
                                                                              51

                           whatsoever to mitigate or reduce such or any other
                           Person's liability, the Administrative Agent and the
                           Lenders being under no obligation to take any such
                           action notwithstanding the fact that all or any part
                           of the Guaranteed Obligations may be due and payable
                           and that the Borrower may be in default of its
                           obligations under any Loan Document;

                                    (F) any counterclaim, set-off or other claim
                           which the Borrower or any other guarantor of all or
                           any part of the Guaranteed Obligations has or claims
                           with respect to all or any part of the Guaranteed
                           Obligations;

                                    (G) any failure of the Administrative Agent
                           or any Lender or any other Person to file or enforce
                           a claim in any bankruptcy or other proceeding with
                           respect to any Person;

                                    (H) any bankruptcy, insolvency,
                           reorganization, winding-up or adjustment of debts, or
                           appointment of a custodian, liquidator or the like of
                           it, or similar proceedings commenced by or against
                           any Person, including any discharge of, or bar or
                           stay against collecting, all or any part of the
                           Guaranteed Obligations (or any interest on all or any
                           part of the Guaranteed Obligations) in or as a result
                           of any such proceeding;

                                    (I) any action taken by the Administrative
                           Agent or any Lender that is authorized by this
                           Section 9.1(c) or otherwise in this Section 9.1 or by
                           any other provision of any Loan Document or any
                           omission to take any such action; or

                                    (J) any other circumstance whatsoever that
                           might otherwise constitute a legal or equitable
                           discharge or defense of a surety or guarantor.

                           (iii) To the fullest extent permitted by law, the
                  Guarantor expressly waives, for the benefit of the
                  Administrative Agent and the Lenders, all diligence,
                  presentment, demand for payment or performance, notices of
                  nonpayment or nonperformance, protest, notices of protest,
                  notices of dishonor and all other notices or demands of any
                  kind or nature whatsoever, and any requirement that the
                  Administrative Agent or any Lender exhaust any right, power or
                  remedy or proceed against the Borrower under this Agreement,
                  any Note or any other Loan Document or other agreement or
                  instrument referred to herein or therein, or against any other
                  Person under any other guarantee of, or security for, any of
                  the Guaranteed Obligations, and all notices of acceptance of
                  this Section 9.1 or of the existence, creation, incurring or
                  assumption of new or additional Guaranteed Obligations.

                  (d) Reinstatement. The obligations of the Guarantor under this
         Section 9.1 shall be automatically reinstated if and to the extent that
         for any reason any payment by or on behalf of the Borrower in respect
         of the Guaranteed Obligations is rescinded or must otherwise be
         restored by any holder of any of the Guaranteed Obligations, whether as
         a result of any proceedings in bankruptcy or reorganization or
         otherwise.

                                CREDIT AGREEMENT


<PAGE>
                                                                              52

                  (e) Subrogation. The Guarantor hereby agrees that, until the
         final payment in full of all Guaranteed Obligations and the expiration
         or termination of the Commitments under this Agreement, it shall not
         exercise any right or remedy arising by reason of any performance by it
         of its guarantee in Section 9.1(b), whether by subrogation,
         reimbursement, contribution or otherwise, against the Borrower or any
         other guarantor of any of the Guaranteed Obligations or any security
         for any of the Guaranteed Obligations.

                  (f) Remedies. The Guarantor agrees that, as between the
         Guarantor and the Administrative Agent and the Lenders, the obligations
         of the Borrower under this Agreement, the Notes or any other Loan
         Documents may be declared to be forthwith due and payable as provided
         in Section 7 (and shall be deemed to have become automatically due and
         payable in the circumstances provided in said Section 7) for purposes
         of Section 9.1(b), notwithstanding any stay, injunction or other
         prohibition preventing such declaration (or such obligations from
         becoming automatically due and payable) as against the Borrower and
         that, in the event of such declaration (or such obligations being
         deemed to have become automatically due and payable), such obligations
         (whether or not due and payable by the Borrower) shall forthwith become
         due and payable by the Guarantor for purposes of said Section 9.1(b).

                  (g) Payments. All payments by the Guarantor under this Section
         9.1 shall be made in Dollars, without deduction, set-off or
         counterclaim at the place specified in Section 2.19 and free and clear
         of any and all present and future Non-Excluded Taxes.

                  (h) Use of Proceeds. The Borrower and the Guarantor
         acknowledge and agree that all of the proceeds of the Loans made on or
         after the Conversion Date will be remitted by the Borrower to the
         Guarantor and used by the Guarantor to ensure the integrity of the
         Guarantor's payment system in the event of settlement failure by one or
         more of its members, including failure by one or more of its members to
         meet merchant payment obligations.

                  9.2 Representations and Warranties. Inc. hereby represents and
warrants to the Administrative Agent and each Lender as of the Conversion Date
that:

                  (a) No Change. Since December 31, 2001 there has been no
         development or event which has had or could reasonably be expected to
         have a Material Adverse Effect.

                  (b) Corporate Existence; Compliance with Law. Each of Inc. and
         its Subsidiaries (a) is a corporation duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         organization, (b) has the corporate power and authority, and the legal
         right, to own and operate its property, to lease the property it
         operates as lessee and to conduct the business in which it is currently
         engaged, (c) is duly qualified as a foreign corporation and in good
         standing under the laws of each jurisdiction (other than that of its
         incorporation) where its ownership, lease or operation of property or
         the conduct of its business requires such qualification and (d) is in
         compliance with all Requirements of Law, except in the case of clause
         (c) or (d) above, to the extent that the failure to qualify as a
         foreign corporation or to be in good standing or to comply with any
         Requirement of Law could not, individually or in the aggregate,
         reasonably be expected to have a Material Adverse Effect.

                                CREDIT AGREEMENT

<PAGE>
                                                                              53

                  (d) Corporate Power; Authorization; Enforceable Obligations.
         Inc. has the corporate power and authority, and the legal right, to
         make, deliver, and perform the Loan Documents to which it is a party
         and to borrow hereunder and has taken all necessary corporate action to
         authorize the borrowings on the terms and conditions of this Agreement
         and any Notes and to authorize the execution, delivery and performance
         of the Loan Documents to which it is a party. No consent or
         authorization of, filing with, notice to or other act by or in respect
         of, any Governmental Authority or any other Person is required in
         connection with the borrowings hereunder or with the execution,
         delivery, performance, validity or enforceability of the Loan Documents
         to which it is a party. This Agreement has been, and each other Loan
         Document to which it is a party will be, duly executed and delivered on
         behalf of Inc. This Agreement constitutes, and each other Loan Document
         to which it is a party when executed and delivered will constitute, a
         legal, valid and binding obligation of Inc., enforceable against it in
         accordance with its terms, subject to the effects of bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights generally,
         general equitable principles (whether considered in a proceeding in
         equity or at law) and an implied covenant of good faith and fair
         dealing.

                  (e) No Legal Bar. The execution, delivery and performance of
         the Loan Documents to which Inc. is a party, the borrowings hereunder
         and the use of the proceeds thereof will not violate any Requirement of
         Law or Contractual Obligation of Inc. or of any of its Subsidiaries and
         will not result in, or require, the creation or imposition of any Lien
         on any of its or their respective properties or revenues pursuant to
         any such Requirement of Law or Contractual Obligation.

                  (f) No Material Litigation. Except as listed on Schedule 3.6
         or as disclosed to the Administrative Agent in writing prior to the
         Conversion Date, no litigation, investigation or proceeding of or
         before any arbitrator or Governmental Authority is pending or, to the
         knowledge of Inc., threatened by or against Inc. or any of its
         Subsidiaries or against any of its or their respective properties or
         revenues (a) with respect to any of the Loan Documents or any of the
         transactions contemplated hereby or thereby, or (b) which could,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  (g) No Default. Neither Inc. nor any of its Subsidiaries is in
         default under or with respect to any of its Contractual Obligations in
         any respect which could, individually or in the aggregate, reasonably
         be expected to have a Material Adverse Effect. No Default or Event of
         Default has occurred and is continuing.

                  (h) Ownership of Property; Liens. Each of Inc. and its
         Subsidiaries has good record and marketable title in fee simple to, or
         a valid leasehold interest in, all its real property, and good title
         to, or a valid leasehold interest in, all its other material property,
         and none of such property is subject to any Lien except as permitted by
         subsection 6.2 or as disclosed to the Administrative Agent in writing
         prior to the Conversion Date.

                  (i) Intellectual Property. Inc. and each of its Subsidiaries
         owns, or is licensed to use, all trademarks, tradenames, copyrights,
         technology, know-how and processes necessary for the conduct of its
         business as currently conducted except for those the

                                CREDIT AGREEMENT

<PAGE>
                                                                              54

         failure to own or license which could not reasonably be expected to
         have a Material Adverse Effect (the "Intellectual Property"). No claim
         has been asserted and is pending by any Person challenging or
         questioning the use of any such Intellectual Property or the validity
         or effectiveness of any such Intellectual Property, nor does Inc. know
         of any valid basis for any such claim. The use of such Intellectual
         Property by Inc. and its Subsidiaries does not infringe on the rights
         of any Person, except for such claims and infringements that, in the
         aggregate, could not reasonably be expected to have a Material Adverse
         Effect.

                  (j) No Burdensome Restrictions. No Requirement of Law or
         Contractual Obligation of Inc. or any of its Subsidiaries could
         reasonably be expected to have a Material Adverse Effect.

                  (k) Taxes. Except as disclosed in Form S-4, each of Inc. and
         its Subsidiaries has filed or caused to be filed all tax returns which,
         to the knowledge of Inc., are required to be filed and has paid all
         taxes shown to be due and payable on said returns or on any assessments
         made against it or any of its property and all other taxes, fees or
         other charges imposed on it or any of its property by any Governmental
         Authority (other than any the amount or validity of which are currently
         being contested in good faith by appropriate proceedings and with
         respect to which reserves in conformity with GAAP have been provided on
         the books of Inc. or its Subsidiaries, as the case may be); no tax Lien
         has been filed, and, to the knowledge of Inc., no claim is being
         asserted, with respect to any such tax, fee or other charge.

                  (l) Federal Regulations. Neither Inc. nor any of its
         Subsidiaries is engaged principally, or as one of its important
         activities, in the business of extending credit for the purpose
         (whether immediate, incidental or ultimate) of buying or carrying
         Margin Stock. No part of the proceeds of any Loans will be used
         directly or indirectly for the purpose (whether immediate, incidental
         or ultimate) of buying or carrying Margin Stock or for any purpose that
         violates the provisions of the regulations of the Board. If requested
         by any Lender or the Administrative Agent, will furnish to each Lender
         and the Administrative Agent a statement in conformity with the
         requirements of Federal Reserve Form FR U-1 or FR G-3, as appropriate,
         referred to in Regulation U, as to demonstrate the compliance of any
         borrowing hereunder with Regulation U.

                  (m) ERISA. Neither a Reportable Event nor an "accumulated
         funding deficiency" (within the meaning of Section 412 of the Code or
         Section 302 of ERISA) has occurred during the five-year period prior to
         the date on which this representation is made or deemed made with
         respect to any Single Employer Plan, and each Plan has complied in all
         material respects with the applicable provisions of ERISA and the Code.
         No termination of a Single Employer Plan has occurred (other than via a
         "standard termination" as defined in Section 4041(b) of ERISA), and no
         Lien in favor of the PBGC or a Single Employer Plan has arisen, during
         such five-year period. The present value of all accrued benefits under
         each Single Employer Plan (based on those assumptions used to fund such
         Plans) did not, as of the last annual valuation date prior to the date
         on which this representation is made or deemed made, exceed the value
         of the assets of such Plan allocable to such accrued benefits by more
         than $10,000,000. Neither Inc. nor any Commonly Controlled Entity has
         had a complete or partial withdrawal from any

                                CREDIT AGREEMENT

<PAGE>
                                                                              55

         Multiemployer Plan, and neither Inc. nor any Commonly Controlled Entity
         would become subject to any liability under ERISA if Inc. or any such
         Commonly Controlled Entity were to withdraw completely from all
         Multiemployer Plans as of the valuation date most closely preceding the
         date on which this representation is made or deemed made. To the best
         knowledge of Inc., no such Multiemployer Plan is in Reorganization or
         Insolvent. The present value (determined using actuarial and other
         assumptions which are reasonable in respect of the benefits provided
         and the employees participating) of the liability of Inc. and each
         Commonly Controlled Entity for post retirement benefits to be provided
         to their current and former employees under Plans which are welfare
         benefit plans (as defined in Section 3(l) of ERISA) does not, in the
         aggregate, exceed the assets under all such Plans allocable to such
         benefits by an amount in excess of $20,000,000.

                  (n) Investment Company Act; Other Regulations. Inc. is not an
         "investment company", or a company "controlled" by an "investment
         company", within the meaning of the Investment Company Act of 1940, as
         amended. Inc. is not subject to regulation under any Federal or State
         statute or regulation (other than Regulation X of the Board) which
         limits its ability to incur Indebtedness.

                  (o) Subsidiaries. Schedule 9.2(o) lists each Subsidiary of
         Inc. (and the direct and indirect ownership interest of Inc. therein),
         in each case existing on the Conversion Date. Inc. will at all times
         own directly or indirectly the percentage of the outstanding capital
         stock, if any, of said Subsidiaries indicated on Schedule 9.2(o) as
         owned by Inc. as of the Conversion Date except to the extent the
         disposition thereof would not violate subsection 6.4.

                  (p) Environmental Matters. (i) To the best knowledge of Inc.,
         the facilities and properties owned, leased or operated by Inc. or any
         of its Subsidiaries (the "Properties") do not contain, and have not
         previously contained, any Materials of Environmental Concern in amounts
         or concentrations which (i) constitute or constituted a violation of,
         or (ii) could reasonably be expected to give rise to liability under,
         any Environmental Law.

                           (ii) The Properties and all operations at the
                  Properties are in compliance in all material respects with all
                  applicable Environmental Laws, and there is no contamination
                  at, under or about the Properties or violation of any
                  Environmental Law with respect to the Properties or the
                  business operated by Inc. or any of its Subsidiaries (the
                  "Business") which could materially interfere with the
                  continued operation of the Properties or materially impair the
                  fair saleable value thereof.

                           (iii) Neither Inc. nor any of its Subsidiaries has
                  received any notice of violation, alleged violation,
                  non-compliance, liability or potential liability regarding
                  environmental matters or compliance with Environmental Laws
                  with regard to any of the Properties or the Business, nor does
                  Inc. have knowledge or reason to believe that any such notice
                  will be received or is being threatened.

                           (iv) No judicial proceeding or governmental or
                  administrative action is pending or, to the knowledge of Inc.,
                  threatened, under any Environmental Law to

                                CREDIT AGREEMENT

<PAGE>
                                                                              56

                  which Inc. or any Subsidiary is or will be named as a party
                  with respect to the Properties or the Business, nor are there
                  any consent decrees or other decrees, consent orders,
                  administrative orders or other orders, or other administrative
                  or judicial requirements outstanding under any Environmental
                  Law with respect to the Properties or the Business.

                  9.3 Additional Covenant. Inc. hereby agrees that, from and
after the Conversion Date, so long as the Commitments remain in effect or any
amount is owing to any Lender or the Administrative Agent hereunder or under any
other Loan Document, Inc. shall not permit any of its Domestic Subsidiaries to
enter into, create or assume or suffer to exist any indenture, agreement or
other contractual arrangement that prohibits any such Subsidiary from declaring
or paying dividends or other distributions on any class of stock or membership
interest of such Subsidiary other than restrictions existing on the date of this
Agreement contained in agreements or arrangements listed on Schedule 9.3 or
otherwise disclosed to the Lenders prior to such date (including restrictions in
any amendment or replacement of any such agreements or arrangements), and
restrictions in future agreements or arrangements substantially similar to such
restrictions, it being agreed that customary financial covenants and other
agreements affecting maintenance or retention of assets or capital by a
Subsidiary shall not be deemed to be restrictions limited by this Section 9.3.

                            SECTION 10. MISCELLANEOUS

                  10.1 Amendments and Waivers. Neither this Agreement nor any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (a) enter
into with the Borrower written amendments, supplements or modifications hereto
and to the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) reduce the amount or extend the scheduled
date of maturity of any Loan (provided, that for the purposes of this clause (i)
the making of the Term Loans shall not be considered an extension of the
scheduled date of maturity), or reduce the stated rate of any interest or fee
payable hereunder or extend the scheduled date of any payment thereof or
increase the amount or extend the expiration date of any Lender's Commitment, in
each case without the consent of each Lender affected thereby, or (ii) amend,
modify or waive any provision of this subsection or subsection 10.6(a) or reduce
the percentage specified in the definition of Required Lenders, or consent to
the assignment or transfer by International or (from and after the Conversion
Date) Inc. of any of its rights and obligations under this Agreement and the
other Loan Documents, in each case without the written consent of all the
Lenders, or (iii) release the obligations of International under Section 9.1
without the written consent of all the Lenders, or (iv) amend, modify or waive
any provision of Section 8 without the written consent of the then
Administrative Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the

                                CREDIT AGREEMENT

<PAGE>
                                                                              57

Guarantor, the Lenders, the Administrative Agent and all future holders of the
Loans. In the case of any waiver, the Borrower, the Guarantor, the Lenders and
the Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon.

                  10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three Business Days after
being deposited in the mails, certified or registered postage prepaid, or (c) in
the case of delivery by facsimile transmission, when sent and receipt has been
confirmed, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an Administrative Questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

      International:         MasterCard International Incorporated
                             2000 Purchase Street
                             Purchase, New York 10577-2509
                             Attention: Denise K. Fletcher, EVP and CFO
                             Fax: 914-249-6230
                             Telephone: 914-249-6220

      Inc.:                  MasterCard Incorporated
                             2000 Purchase Street
                             Purchase, New York 10577-2509
                             Attention: Denise K. Fletcher, EVP and CFO
                             Fax: 914-249-6230
                             Telephone: 914-249-6220



      The Administrative
      Agent or the
      Swing Line Lender:     Citibank, N.A.
                             2 Penns Way, Suite 200
                             New Castle, Delaware 19720
                             Attention:  Robert Partee
                             Fax:  302-894-6120
                             Telephone:  302-894-6017

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.2, 2.4, 2.6, 2.8, 2.9, 2.11, 2.19 or
2.20 shall not be effective until received.

                  10.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or

                                CREDIT AGREEMENT

<PAGE>
                                                                              58

privilege hereunder or under the other Loan Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

                  10.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

                  10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable fees, charges and
disbursements of counsel incurred in connection with this Agreement and the
other Loan Documents or the amendment, modification or waiver thereof and all
reasonable and documented out-of-pocket expenses of the Administrative Agent
incurred in connection with any amendment, modification or waiver with respect
to this Agreement and the other Loan Documents, (b) to pay or reimburse each
Lender and the Administrative Agent for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement (including, without limitation, this subsection), the other Loan
Documents and any such other documents, including, without limitation, the
reasonable fees and disbursements of counsel (including, without limitation, the
non-duplicative documented allocated cost of in-house counsel) to each Lender
and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold
harmless each Lender, the Administrative Agent, their respective affiliates and
their respective officers, directors, employees, agents and advisors (each, an
"Indemnitee") from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, which may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold harmless each Indemnitee from and against any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (including, without limitation, reasonable legal fees) with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement (including, without limitation, this subsection), the other Loan
Documents and any such other documents, including, without limitation, any
investigative, administrative or judicial proceeding relating to the foregoing
or any of the foregoing relating to any actual or proposed use of proceeds of
the Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of International or Inc., any of
their Subsidiaries or any of the Properties or arising out of the Commitments
(all the foregoing in this clause (d), collectively, the "indemnified
liabilities"), provided that the Borrower shall have no obligation hereunder to
any Indemnitee with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of such Indemnitee. The Borrower waives, to the
maximum extent not prohibited by law, any right it may have to claim or recover
in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages. The agreements in this subsection
shall survive repayment of the Loans and all other amounts payable hereunder.

                                CREDIT AGREEMENT

<PAGE>
                                                                              59


         10.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that neither International
nor Inc. may assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Lender.

         (b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Lender, any Commitment or Swing Line Commitment of such Lender or
any other interest of such Lender hereunder and under the other Loan Documents.
In the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participants participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document except for those specified
in clauses (i), (ii) and (iii) of the proviso to subsection 10.1. The Borrower
agrees that if amounts outstanding under this Agreement are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum extent
permitted by applicable law, be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement, provided that, in purchasing such
participating interest, such Participant shall be deemed to have agreed to share
with the Lenders the proceeds thereof as provided in subsection 10.7(a) as fully
as if it were a Lender hereunder. The Borrower also agrees that each Participant
shall be entitled to the benefits of subsections 2.19, 2.20, 2.22 and 2.23 with
respect to its participation in the Commitments, Swing Line Commitments and the
Loans outstanding from time to time as if it was a Lender; provided that, in the
case of subsection 2.23, such Participant shall have complied with the
requirements of said subsection and provided, further, that no Participant shall
be entitled to receive any greater amount pursuant to any such subsection than
the transferor Lender would have been entitled to receive in respect of the
amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred.

         (c) Subject to the provisions of subsection 10.6(d) relating to the
assignment of CAF Advances, any Lender may, in the ordinary course of its
commercial banking business and in accordance with applicable law, at any time
and from time to time assign to one or more banks or other financial
institutions (an "Assignee") all or any part of its rights and obligations under
this Agreement and the other Loan Documents; provided, however, that

                  (i) except in the case of an assignment (A) to a Lender or
         subject to giving prior written notice thereof to the Borrower and the
         Administrative Agent, an Affiliate of a Lender which is a bank or
         financial institution or (B) of CAF Advances, each of the
         Administrative Agent and (except when a Default or Event of Default
         shall have occurred


                                CREDIT AGREEMENT
<PAGE>
                                                                              60


         and be continuing) the Borrower must give its consent to such
         assignment (which in each case shall not be unreasonably withheld or
         delayed);

                  (ii) the Swing Line Lender may not transfer any portion of the
         Swing Line Commitment without the consent of the Borrower (such consent
         not to be unreasonably withheld or delayed);

                  (iii) in the case of any assignment to an additional bank or
         financial institution that is not a Lender or an Affiliate thereof, the
         sum of the aggregate principal amount of the Loans and the aggregate
         amount of the Commitments and Swing Line Commitments being assigned
         and, if such assignment is of less than all of the rights and
         obligations of the assigning Lender, the sum of the aggregate principal
         amount of the Loans and the aggregate amount of the Commitments and
         Swing Line Commitments remaining with the assigning Lender are each not
         less than $5,000,000 (or such lesser amount as may be agreed to by the
         Borrower and the Administrative Agent); and

                  (iv) such assignment shall be evidenced by an Assignment and
         Acceptance, substantially in the form of Exhibit H, executed by such
         Assignee, such assigning Lender (and, in the case of an Assignee that
         is not then a Lender or an Affiliate thereof, by the Borrower and the
         Administrative Agent) and delivered to the Administrative Agent for its
         acceptance and recording in the Register.

Upon such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment or Swing Line Commitment as set forth therein, and (y) the
assigning Lender thereunder shall, to the extent provided in 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 assigning
Lender shall cease to be a party hereto). Notwithstanding any provision of this
paragraph (c) and paragraph (f) of this subsection, the consent of the Borrower
shall not be required, and, unless requested by the Assignee and/or the
assigning Lender, new Notes shall not be required to be executed and delivered
by the Borrower, for any assignment which occurs at any time when any of the
events described in Section 7(f) shall have occurred and be continuing.

         (d) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time and from time to
time assign to one or more banks or other entities ("CAF Advance Assignees") any
CAF Advance owing to such Lender, pursuant to a CAF Advance Assignment,
substantially in the form of Exhibit D-4 attached hereto, executed by the
assignor Lender and the CAF Advance Assignee. Upon such execution, from and
after the date of such CAF Advance Assignment, the CAF Advance Assignee shall,
to the extent of the assignment provided for in such CAF Advance Assignment, be
deemed to have the same rights and benefits of payment and enforcement with
respect to such CAF Advance and the same rights of set-off and obligation to
share pursuant to subsection 10.7 as it would have had if it were a Lender
hereunder; provided that unless such CAF Advance Assignment shall otherwise
specify and a copy of such CAF Advance Assignment shall have been delivered to
the Administrative Agent for its acceptance and recording in the Register in
accordance with


                                CREDIT AGREEMENT
<PAGE>
                                                                              61


subsection 10.6(e), the assignor thereunder shall act as collection agent for
the CAF Advance Assignee thereunder, and the Administrative Agent shall pay all
amounts received from the Borrower which are allocable to the assigned CAF
Advance directly to such assignor without any further liability to such CAF
Advance Assignee. A CAF Advance Assignee under a CAF Advance Assignment shall
not, by virtue of such CAF Advance Assignment, become a party to this Agreement
or have any rights to consent to or refrain from consenting to any amendment,
waiver or other modification of any provision of this Agreement or any related
document; provided that (x) the assignor under such CAF Advance Assignment and
such CAF Advance Assignee may, in their discretion, agree between themselves
upon the manner in which such assignor will exercise its rights under this
Agreement and any related document except no Lender shall sell any CAF Advance
pursuant to which the CAF Advance Assignee shall have rights to approve any
amendment or waiver to this Agreement except to the extent such amendment or
waiver would (i) reduce the principal amount of any CAF Advance which has been
assigned to such CAF Advance Assignee, (ii) reduce the rate of interest on any
such CAF Advance or any fees payable in connection with such CAF Advance or
(iii) extend the time of payment of principal or, or interest on, any such CAF
Advance or any other amount owing under this Agreement and in connection with
such CAF Advance, and (y) if a copy of such CAF Advance Assignment shall have
been delivered to the Administrative Agent for its acceptance and recording in
the Register in accordance with subsection 10.6(e), neither the principal amount
of, the interest rate on, nor the maturity date of, any CAF Advance assigned to
such CAF Advance Assignee thereunder will be modified without the written
consent of such CAF Advance Assignee. If a CAF Advance Assignee has caused a CAF
Advance Assignment to be recorded in the Register in accordance with subsection
10.6(e), such CAF Advance Assignee may thereafter, in the ordinary course of its
business and in accordance with applicable law, assign the CAF Advance assigned
to it to any Lender, to any affiliate or subsidiary of such CAF Advance Assignee
or to any other financial institution with the consent of the Borrower (which
shall not be unreasonably withheld), and the foregoing provisions of this
paragraph (c) shall apply, mutatis mutandis, to any such assignment by a CAF
Advance Assignee. Except in accordance with the preceding sentence, CAF Advances
may not be further assigned by a CAF Advance Assignee, subject to any legal or
regulatory requirement that the CAF Advance Assignee's assets must remain under
its control.

         (e) The Administrative Agent, on behalf of the Borrower, shall maintain
at the address of the Administrative Agent referred to in subsection 10.2 a copy
of each Assignment and Acceptance delivered to it and a register (the
"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 from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders may
(and, in the case of any Loan or other obligation hereunder not evidenced by a
Note, shall) treat each Person whose name is recorded in the Register as the
owner of a Loan or other obligation hereunder as the owner thereof for all
purposes of this Agreement and the other Loan Documents, notwithstanding any
notice to the contrary. Any assignment of any Loan or other obligation hereunder
not evidenced by a Note shall be effective only upon appropriate entries with
respect thereto being made in the Register. The Register shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.


                                CREDIT AGREEMENT
<PAGE>
                                                                              62


         (f) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower and the Administrative
Agent) together with payment to the Administrative Agent of a registration and
processing fee of $3,000 and (if the Assignee is not a Lender) delivery to the
Administrative Agent of such Assignee's Administrative Questionnaire, the
Administrative Agent shall (i) promptly accept such Assignment and Acceptance
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Borrower.

         (g) The Borrower authorizes each Lender to disclose to any Participant
or Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Lender's possession concerning the Borrower and
its Subsidiaries and Affiliates which has been delivered to such Lender by or on
behalf of the Borrower or any of its Subsidiaries pursuant to this Agreement or
which has been delivered to such Lender by or on behalf of the Borrower or any
of its Subsidiaries in connection with such Lender's credit evaluation of the
Borrower and its Subsidiaries and Affiliates prior to becoming a party to this
Agreement.

         (h) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.

         10.7 Adjustments; Set-off. (a) If any Lender (a "benefitted Lender")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

         (b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to International or
Inc., any such notice being expressly waived by each of them to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of International or, from and after
the Conversion Date, Inc., provided that no such set-off and application may be
made against deposits in the accounts listed on Schedule 10.7(b) attached
hereto. Each Lender agrees


                                CREDIT AGREEMENT
<PAGE>
                                                                              63


promptly to notify the Borrower and the Administrative Agent after any such
set-off and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application.

         10.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with International and the
Administrative Agent.

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

         10.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of International, Inc., the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.

         10.11 Termination of Commitments and Swing Line Commitments. The
Commitments and Swing Line Commitments shall terminate if the conditions to
closing set forth in subsection 4.1 shall not be satisfied on or before June 30,
2002.

         10.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         10.13 Submission To Jurisdiction; Waivers. Each of International and,
from and after the Conversion Date, Inc. hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any
         judgement in respect thereof, to the non-exclusive general jurisdiction
         of the Courts of the State of New York, the courts of the United States
         for the Southern District of New York, and appellate courts from any
         thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to it at its address set forth in subsection 10.2 or at such


                                CREDIT AGREEMENT
<PAGE>
                                                                              64


         other address of which the Administrative Agent shall have been
         notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this subsection any special, exemplary, punitive or
         consequential damages.

         10.14 Acknowledgements. Each of International and Inc. hereby
acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to it arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between Administrative Agent and Lenders, on one hand,
         and International and Inc., on the other hand, in connection herewith
         or therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among International, Inc. and
         the Lenders.

         10.15 WAIVERS OF JURY TRIAL. EACH OF INTERNATIONAL, INC., THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


                                CREDIT AGREEMENT
<PAGE>
                                                                              65


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

                                     MASTERCARD INTERNATIONAL INCORPORATED



                                     By: /s/ Richard Thevenet
                                         ---------------------------------------
                                          Name:  Richard Thevenet
                                          Title: Senior Vice President and
                                                 Treasurer

                                     MASTERCARD INCORPORATED

                                     By: /s/ Denise K. Fletcher
                                         ---------------------------------------
                                          Name:  Denise K. Fletcher
                                          Title: Executive Vice President, Chief
                                                 Financial
                                                 Officer and Treasurer

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

                                     By: /s/ Christine M. Alcruz
                                         ---------------------------------------
                                          Name:  Christine M. Alcruz
                                          Title: Vice President

                                     JPMORGAN CHASE BANK,
                                     as Backup Agent and as Lender

                                     By: /s/ Roger A. Parker
                                         ---------------------------------------
                                          Name:  Roger A. Parker
                                          Title: Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              66


                                     LENDERS

                                     FLEET NATIONAL BANK

                                     By: /s/ Todd Mesick
                                         ---------------------------------------
                                          Name:  Todd Mesick
                                          Title: Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              67


                                     HSBC BANK USA

                                     By: /s/ Jeremy Bollington
                                         ---------------------------------------
                                           Name:  Jeremy Bollington
                                           Title: Senior Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              68


                                     ROYAL BANK OF SCOTLAND PLC, New York Branch


                                     By: /s/ Clark McGinn
                                         ---------------------------------------
                                           Name:  Clark McGinn
                                           Title: Senior Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              69


                                     COMMONWEALTH BANK OF AUSTRALIA --
                                     GRAND CAYMAN BRANCH



                                     By: /s/ K. Murray Regan
                                         ---------------------------------------
                                           Name:   K. Murray Regan
                                           Title:  First Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              70


                                     BANK OF MONTREAL

                                     By: /s/ Amy K. Dumser
                                         ---------------------------------------
                                           Name:  Amy K. Dumser
                                           Title: Director


                                CREDIT AGREEMENT
<PAGE>
                                                                              71


                                     BAYERISCHE HYPO - UND VEREINSBANK AG,
                                     NEW YORK BRANCH



                                     By: /s/ David A. Lefkovits
                                         ---------------------------------------
                                           Name:    David A. Lefkovits
                                           Title:   Managing Director

                                     By: /s/ Sessa von Richthofen
                                         ---------------------------------------
                                          Name:    Sessa von Richthofen
                                          Title:   Associate


                                CREDIT AGREEMENT
<PAGE>
                                                                              72




                                     BANK ONE, NA

                                     By: /s/ Eric P. Radzak
                                         ---------------------------------------
                                          Name:    Eric P. Radzak
                                          Title:   Commercial Banking Officer


                                CREDIT AGREEMENT
<PAGE>
                                                                              73


                                     PNC BANK, NATIONAL ASSOCIATION

                                     By: /s/ Donald V. Davis
                                         ---------------------------------------
                                          Name:    Donald V. Davis
                                          Title:   Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              74


                                     WESTPAC BANKING CORPORATION

                                     By: /s/ Lisa Porter
                                         ---------------------------------------
                                         Name:     Lisa Porter
                                         Title:    Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              75


                                     MELLON BANK

                                     By: /s/ David B. Wirl
                                         ---------------------------------------
                                         Name:  David B. Wirl
                                         Title: Vice President


                                CREDIT AGREEMENT
<PAGE>
                                                                              76


                                     WELLS FARGO BANK

                                     By: /s/ Roy H. Roberts
                                         ---------------------------------------
                                         Name:     Roy H. Roberts
                                         Title:    Vice President







                                CREDIT AGREEMENT


</TEXT>
</DOCUMENT>
