MASTERCARD INC
$1,200,000,000 CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y87371exv10w2.txt
<DESCRIPTION>$1,200,000,000 CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                                           EXECUTION COUNTERPART

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                                 $1,200,000,000

                                CREDIT AGREEMENT

                                      AMONG

                             MASTERCARD INCORPORATED

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO

                         CITIGROUP GLOBAL MARKETS INC.,
                            AS SOLE LEAD ARRANGER AND
                                SOLE BOOK MANAGER

                                       AND

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

                              JPMORGAN CHASE BANK,
                           AS CO-ADMINISTRATIVE AGENT

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

                            DATED AS OF JUNE 20, 2003

================================================================================

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                                TABLE OF CONTENTS

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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...........................................     14
     2.3      Term Loans.........................................................................     15
     2.4      Procedure for Term Loan Borrowing..................................................     15
     2.5      Facility Fee.......................................................................     15
     2.6      Termination or Reduction of Commitments............................................     15
     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.......................................................................     17
     2.11     Procedure for CAF Advance Borrowing................................................     18
     2.12     CAF Advance Payments...............................................................     20
     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...................................................     21
     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..............................................................     23
     2.21     Illegality.........................................................................     25
     2.22     Requirements of Law................................................................     26
     2.23     Taxes..............................................................................     27
     2.24     Indemnity..........................................................................     28
     2.25     Commitment Increases...............................................................     28
     2.26     Commitment Extensions..............................................................     29

SECTION 3.   REPRESENTATIONS AND WARRANTIES......................................................     30
     3.1      Financial Condition................................................................     31
     3.2      No Change..........................................................................     31
     3.3      Corporate Existence; Compliance with Law...........................................     31
     3.4      Corporate Power; Authorization; Enforceable Obligations............................     32
     3.5      No Legal Bar.......................................................................     32
     3.6      No Material Litigation.............................................................     32
     3.7      No Default.........................................................................     32
     3.8      Ownership of Property; Liens.......................................................     32
     3.9      Intellectual Property..............................................................     33
     3.10     No Burdensome Restrictions.........................................................     33
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<TABLE>
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     3.11     Taxes..............................................................................     33
     3.12     Federal Regulations................................................................     33
     3.13     ERISA..............................................................................     33
     3.14     Investment Company Act; Other Regulations..........................................     34
     3.15     Subsidiaries.......................................................................     34
     3.16     Purpose of Loans...................................................................     34
     3.17     Environmental Matters..............................................................     34
     3.18     Solvency...........................................................................     35

SECTION 4.   CONDITIONS PRECEDENT................................................................     35
     4.1      Conditions to Initial Loan.........................................................     35
     4.2      Conditions to Each Loan............................................................     36

SECTION 5.   AFFIRMATIVE COVENANTS...............................................................     37
     5.1      Financial Statements...............................................................     37
     5.2      Certificates; Other Information....................................................     38
     5.3      Payment of Obligations.............................................................     38
     5.4      Conduct of Business and Maintenance of Existence...................................     38
     5.5      Maintenance of Property; Insurance.................................................     39
     5.6      Inspection of Property; Books and Records; Discussions.............................     39
     5.7      Notices............................................................................     39
     5.8      Environment Laws...................................................................     40

SECTION 6.   NEGATIVE COVENANTS..................................................................     40
     6.1      Maintenance of Net Worth...........................................................     40
     6.2      Limitation on Liens................................................................     40
     6.3      Limitation on Fundamental Changes..................................................     42
     6.4      Limitation on Sale of Assets.......................................................     42
     6.5      Limitation on Dividends............................................................     43
     6.6      Limitation on Investments, Loans and Advances......................................     43
     6.7      Limitation on Transactions with Affiliates.........................................     43
     6.8      Limitation on Changes in Fiscal Year...............................................     43
     6.9      Limitation on Lines of Business....................................................     43
     6.10     Upstreaming........................................................................     43

SECTION 7.   EVENTS OF DEFAULT...................................................................     44

SECTION 8.   THE ADMINISTRATIVE AGENT............................................................     46
     8.1      Appointment........................................................................     46
     8.2      Delegation of Duties...............................................................     46
     8.3      Exculpatory Provisions.............................................................     46
     8.4      Reliance by Administrative Agent...................................................     47
     8.5      Notice of Default..................................................................     47
     8.6      Non-Reliance on Administrative Agent and Other Lenders.............................     47
     8.7      Indemnification....................................................................     48
     8.8      Administrative Agent in Its Individual Capacity....................................     48
</TABLE>

                                       ii

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     8.9      Successor Administrative Agent.....................................................     48
     8.10     Substitute Administrative Agent....................................................     49

SECTION 9.   GUARANTEE...........................................................................     49

SECTION 10.  MISCELLANEOUS.......................................................................     53
     10.1     Amendments and Waivers.............................................................     53
     10.2     Notices............................................................................     54
     10.3     No Waiver; Cumulative Remedies.....................................................     55
     10.4     Survival of Representations and Warranties.........................................     55
     10.5     Payment of Expenses and Taxes......................................................     55
     10.6     Successors and Assigns; Participations and Assignments.............................     56
     10.7     Adjustments; Set-off...............................................................     59
     10.8     Counterparts.......................................................................     60
     10.9     Severability.......................................................................     60
     10.10    Integration........................................................................     60
     10.11    Termination of Commitments and Swing Line Commitments..............................     60
     10.12    GOVERNING LAW......................................................................     60
     10.13    Submission To Jurisdiction; Waivers................................................     60
     10.14    Acknowledgements...................................................................     61
     10.15    WAIVERS OF JURY TRIAL..............................................................     61
     10.16    Confidentiality....................................................................     61

SCHEDULES

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
6.10     -    Dividend Blocks
10.7(b)  -    Fiduciary Accounts

EXHIBITS

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        Form of Opinion of General Counsel of Borrower and International
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                                      iii

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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
</TABLE>

                                       iv

<PAGE>

                  CREDIT AGREEMENT, dated as of June 20, 2003 among MASTERCARD
INCORPORATED, a Delaware corporation (the "Borrower"), MASTERCARD INTERNATIONAL
INCORPORATED, a Delaware corporation ("International" or the "Guarantor"), 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 (in such capacity, the "Administrative Agent"),
and JPMORGAN CHASE BANK, as back-up administrative agent for the Lenders
hereunder (in such capacity, 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% per annum.

                  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, plus (ii) for each Term
         Loan, 0.25% per annum.

                  "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": as defined in the preamble hereof.

                  "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, 2003 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

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                                                                               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

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                                                                               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.

                  "Confidential Information": non-public information that the
         Borrower or any of its Subsidiaries (or any of their representatives)
         furnishes to the Administrative Agent or any Lender, but does not
         include any such information that is or becomes generally available to
         the public (other than as a result of a result of breach of this
         Agreement).

                  "Consolidated Net Income": 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.

                  "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.

                  "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.

                                CREDIT AGREEMENT

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                                                                               6

                  "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).

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

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

                                CREDIT AGREEMENT

<PAGE>

                                                                               7

                  "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 or obligations
         of any Obligor or its Subsidiaries in respect of settlement failures by
         one or more of its members. 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": as defined in the preamble hereof.

                  "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 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
         of Indebtedness of others, provided that

                                CREDIT AGREEMENT

<PAGE>

                                                                               8

         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.

                  "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;

         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

                                CREDIT AGREEMENT

<PAGE>

                                                                               9

                           (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": as defined in the preamble hereof.

                  "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.

                  "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

                                CREDIT AGREEMENT

<PAGE>

                                                                              10

         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 neither (i) a settlement failure by one or more
         members of International nor (ii) the settlement of the merchant
         antitrust litigation described on Schedule 3.6 on terms substantially
         as heretofore disclosed to the Lenders, in and of itself, shall
         constitute 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 material rights or remedies of the
         Administrative Agent or the Lenders hereunder or thereunder.

                  "Material Foreign Subsidiary" means, at any time, any Foreign
         Subsidiary (i) accounting, during the immediately preceding fiscal
         quarter of the Borrower, for more than 5% of the total sales or EBITDA
         of the Borrower and its Subsidiaries or (ii) having, as at the last day
         of such fiscal quarter, more than 1% of the total assets of the
         Borrower and its Subsidiaries on a consolidated basis, all determined
         in accordance with GAAP.

                  "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.

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

                  "Obligors": the collective reference to the Borrower and the
         Guarantor.

                                CREDIT AGREEMENT

<PAGE>

                                                                              11

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

                  "PBGC": 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 the proviso to this definition,
         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 the aggregate
         amount of investments by International and its Subsidiaries in
         Subsidiaries of the Borrower that are not also Subsidiaries of
         International shall not exceed an amount equal to 30% 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.

                  "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

                                CREDIT AGREEMENT

<PAGE>

                                                                              12

         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.

                  "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 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
         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 18, 2004 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.

                  "Solvent": with respect to any Person on a particular date,
         means that (i) the fair value of the property of such Person is greater
         than the total amount of the liabilities, including, without
         limitation, contingent liabilities, of such Person, (ii) the present
         fair saleable value of the assets of such Person is not less than the
         amount that will be required to pay the probable liability of such
         Person on its debts as they become absolute and matured, (iii) such
         Person does not intend to, and does not believe that it will, incur
         debts or liabilities beyond such Person's ability to pay such debts and
         liabilities as they

                                CREDIT AGREEMENT

<PAGE>

                                                                              13

         mature, and (iv) such Person is not engaged in business, and is not
         about to engage in business, for which such Person's property would
         constitute unreasonably small capital.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which a majority of the Voting Shares are at the time
         owned, 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.

                  "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 (or, if such day is not a
         Business Day, the immediately preceding Business Day).

                  "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.

                  "Voting Shares": as to any Person, shares of stock of or other
         ownership interests in such Person having ordinary voting power (other
         than such stock or 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 similar managers) of such Person.

                                CREDIT AGREEMENT

<PAGE>

                                                                              14

                  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.

                  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

                                CREDIT AGREEMENT

<PAGE>

                                                                              15

$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. Except as contemplated by subsection
2.20(c), 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) on the Revolving Credit
Termination Date, otherwise) if the Borrower intends to convert Revolving Credit
Loans to Term Loans pursuant to Section 2.3 and specifying (i) whether the
resulting Term Loans are to be initially LIBOR Loans, ABR Loans or a combination
thereof, and (ii) 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.

                  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 the Termination Date, as applicable, or such earlier
date as the Commitments shall terminate as provided herein, 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 one Business Days' notice to the
Administrative Agent, to terminate the

                                CREDIT AGREEMENT

<PAGE>

                                                                              16

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) subject to Section 2.3,
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 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").

                                CREDIT AGREEMENT

<PAGE>

                                                                              17

                  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 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              18

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.

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

                                CREDIT AGREEMENT

<PAGE>

                                                                              19

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 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              20

                           (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.

                  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.

                                CREDIT AGREEMENT

<PAGE>

                                                                              21

                  (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 $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

                                CREDIT AGREEMENT

<PAGE>

                                                                              22

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 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              23

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 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
$200,000,000, 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              24

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 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,

                                CREDIT AGREEMENT

<PAGE>

                                                                              25

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) 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              26

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 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 paragraphs (a) or (b) of this Section 2.22, 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; provided that the Borrower shall not be
required to compensate a Lender pursuant to such paragraph for any increased
costs incurred

                                CREDIT AGREEMENT

<PAGE>

                                                                              27

more than 180 days prior to the date that such Lender notifies the Borrower of
the change giving rise to such increased costs and of such Lender's intention to
claim compensation therefor; provided, further that, if the change giving rise
to such increased costs is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof. A
certificate as to any additional amounts payable pursuant to this Section
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:

                           (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;

                                CREDIT AGREEMENT

<PAGE>

                                                                              28

                           (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.

                  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

                                CREDIT AGREEMENT

<PAGE>

                                                                              29

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
(herein called a "New Lender") 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 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.

                  2.26     Commitment Extensions. (a) The Borrower may, not
earlier than 60 days and not later than 45 days before the Revolving Credit
Termination Date, by notice to the

                                CREDIT AGREEMENT

<PAGE>

                                                                              30

Administrative Agent request that the Revolving Credit Termination Date then in
effect (the "Existing Revolving Credit Termination Date") be extended to the
date 364 days after the Existing Commitment Termination Date. The Administrative
Agent shall promptly notify the Lenders of such request.

                  (b) Each Lender, in its sole discretion, shall advise the
Administrative Agent whether or not such Lender agrees to such extension. If a
Lender agrees to renew its Commitment (an "Extending Lender"), it shall notify
the Administrative Agent, in writing, of its decision to do so not earlier than
45 days and not later than 30 days prior to the Existing Revolving Credit
Termination Date. A Lender that determines not to so extend its Commitment shall
so notify the Administrative Agent promptly after making such determination and
is herein called a "Non-Extending Lender". If a Lender does not give timely
notice to the Administrative Agent of whether or not such Lender agrees to such
extension, it shall be deemed to be a Non-Extending Lender.

                  (c) The Administrative Agent shall notify the Borrower of each
Lender's determination not earlier than 30 days and not later than 20 days prior
to the Existing Revolving Credit Termination Date.

                  (d) The Borrower shall have the right to accept Commitments
from New Lenders, each of which shall be acceptable to the Administrative Agent,
in an aggregate amount equal to the amount of the Commitments of any
Non-Extending Lender, provided that the Extending Lenders shall have the right
to increase their Commitments up to the aggregate amount of the Non-Extending
Lenders' Commitments before the Borrower shall be permitted to substitute any
New Lenders for Non-Extending Lenders.

                  (e) If and only if (i) more than 50% of the total of the
Commitments is extended or otherwise committed to by Extending Lenders and any
New Lenders, and (ii) immediately prior to the Existing Revolving Credit
Termination Date no Default has occurred and is continuing and the
representations and warranties of the Borrower set forth in Section 3 shall be
true and correct in all material respects on and as of the Existing Revolving
Credit Termination Date as though made on and as of such date, and subject to
each New Lender having executed a New Lender Supplement (on the effective date
of which such 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), then effective on the Existing Revolving Credit
Termination Date the Revolving Credit Termination Date shall be extended to the
date 364 days after the Existing Revolving Credit Termination Date (or, if such
day is not a Business Day, the immediately preceding Business Day) which date
shall thereafter be the Revolving Credit Termination Date, provided that the
Commitment of each Non-Extending Lender shall in any event terminate on the
Existing Revolving Credit Termination Date and the Borrower shall pay in full on
the Existing Revolving Credit Termination Date all amounts payable to each
Non-Extending Lender hereunder.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans, the Borrower and, in the case of
Sections 3.3, 3.4, 3.5 and 3.14, each

                                CREDIT AGREEMENT

<PAGE>

                                                                              31

Obligor with respect to itself, hereby represents and warrants to the
Administrative Agent and each Lender that:

                  3.1      Financial Condition. The consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as at December 31, 2002 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
the Borrower 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 the
Borrower and its consolidated Subsidiaries as at March 31, 2003 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 the Borrower 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 the Borrower 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, 2002 to and including the date
hereof there has been no sale, transfer or other disposition by the Borrower 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 the Borrower and its consolidated
Subsidiaries at December 31, 2002.

                  3.2      No Change. Since December 31, 2002 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

                  3.3      Existence; Compliance with Law. Each Obligor and its
Subsidiaries (a) is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization (provided, that
no representation is made under this clause (a) with respect to any Foreign
Subsidiary that is not a Material Foreign Subsidiary of an Obligor if the
failure of such Foreign Subsidiary to be duly organized, validly existing or in
good standing as aforesaid could not reasonably be expected to have a Material
Adverse Effect), (b) has the 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 entity and in good standing under the laws of each jurisdiction (other
than that of its organization) 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 entity or to
be

                                CREDIT AGREEMENT

<PAGE>

                                                                              32

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. Each Obligor 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 either Obligor 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 each Obligor. 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 each Obligor enforceable against such
Obligor 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 each Obligor is a party, the borrowings hereunder
and the use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of such Obligor 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 no litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Borrower, threatened by or against the Borrower 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 the Borrower 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 the Borrower
and its Subsidiaries has good record and marketable title in fee simple to, or a
valid leasehold interest in, all its material 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.

                                CREDIT AGREEMENT

<PAGE>

                                                                              33

                  3.9      Intellectual Property. The Borrower 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 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 the Borrower 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 the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

                  3.11     Taxes. Each of the Borrower and its Subsidiaries has
filed or caused to be filed all tax returns which, to the knowledge of the
Borrower, 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, except (a) 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 the Borrower or its Subsidiaries, as the case may be or (b) to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect); no tax Lien has been filed, and, to the knowledge of
the Borrower, no claim is being asserted, with respect to any such tax, fee or
other charge.

                  3.12     Federal Regulations. Neither the Borrower 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, the Borrower 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, 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 that could reasonably be expected to have a Material Adverse
Effect, and each Plan has complied with the applicable provisions of ERISA and
the Code to the extent that the failure to comply could not reasonably be
expected to have a Material Adverse Effect. 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 that could

                                CREDIT AGREEMENT

<PAGE>

                                                                              34

reasonably be expected to have a Material Adverse Effect. The excess, if any, of
the present value of all accrued benefits under each Single Employer Plan (based
on those assumptions used to fund such Plans), as of the last annual valuation
date prior to the date on which this representation is made or deemed made, over
the value of the assets of such Plan allocable to such accrued benefits could
not reasonably be expected to have a Material Adverse Effect. Neither the
Borrower nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan that could reasonably be expected to have
a Material Adverse Effect, and neither the Borrower nor any Commonly Controlled
Entity would become subject to any liability under ERISA that could reasonably
be expected to have a Material Adverse Effect if the Borrower 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 the Borrower, no
such Multiemployer Plan is in Reorganization or Insolvent. The excess, if any,
of 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 the Borrower 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) over the assets under all such Plans
allocable to such benefits could not reasonably be expected to have a Material
Adverse Effect.

                  3.14     Investment Company Act; Other Regulations. Neither of
the Obligors is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended. Neither of the Obligors is 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
the Borrower (and the direct and indirect ownership interest of the Borrower
therein), in each case existing on March 31, 2003. The Borrower will at all
times own directly or indirectly at least the same percentage of the outstanding
capital stock or other ownership interests, if any, of said Subsidiaries
indicated on Schedule 3.15 as is owned by the Borrower as of the date hereof
except to the extent the disposition thereof would not violate Section 6.4.

                  3.16     Purpose of Loans. The proceeds of the Loans shall be
used by the Borrower 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, and to refinance outstanding loans, if any, under the
agreement referred to in Section 4.1(i).

                  3.17     Environmental Matters. (a) To the best knowledge of
the Borrower, the facilities and properties owned, leased or operated by the
Borrower 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 the
Borrower or any of its Subsidiaries (the "Business")

                                CREDIT AGREEMENT

<PAGE>

                                                                              35

which could materially interfere with the continued operation of the Properties
or materially impair the fair saleable value thereof.

                  (c) Neither the Borrower 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 the Borrower 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 the Borrower, threatened, under any
Environmental Law to which the Borrower 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.

                  3.18 Solvency. The Borrower is, and after giving effect to
each borrowing hereunder will be, Solvent.

                         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 Obligor, 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 the Borrower.

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

                  (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 each Obligor authorizing (i) the execution,
         delivery and performance by such Obligor of this Agreement and the
         other

                                CREDIT AGREEMENT

<PAGE>

                                                                              36

         Loan Documents to which it is a party and (ii) in the case of the
         Borrower, the making of the borrowings contemplated hereunder and, in
         the case of International, the guarantee thereof as provided herein,
         certified by its Secretary or an Assistant Secretary 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 each
         Obligor, dated the Closing Date, as to the incumbency and signature of
         its officers executing any Loan Document, satisfactory in form and
         substance to the Administrative Agent, executed by its President or any
         Vice President and its Secretary or any Assistant Secretary.

                  (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 each Obligor, certified as
         of the Closing Date as complete and correct copies thereof by the
         Secretary or an Assistant Secretary of such Obligor.

                  (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 the Borrower
         and International substantially in the form of Exhibit F. Such legal
         opinion shall be dated as of the Closing Date and 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 the
         existing $1,200,000,000 Credit Agreement, dated as of June 4, 2002
         among the Borrower, International, certain financial institutions,
         Citibank, N.A. as Administrative Agent and JPMorgan Chase Bank, as
         Backup Agent (the "Existing Credit Agreement"), shall have been
         canceled and all amounts outstanding thereunder shall have been repaid
         as of the Closing Date (and each Lender which is a party to the
         Existing Credit Agreement hereby waives compliance with the requirement
         under Section 2.6 of the Existing Credit Agreement for the giving of
         five Business Days' prior written notice for termination of the
         commitments thereunder).

                  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 the Obligors in or pursuant to
         the Loan Documents shall be true and correct in all material respects
         on and as of such date as if made on and as of such date, except for
         representations and warranties expressly stated to relate to a specific
         earlier date, in which case such representations and warranties were
         true and correct as of such earlier date.

                                CREDIT AGREEMENT

<PAGE>

                                                                              37

                  (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.

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.

                        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). Information required to be delivered pursuant to this
Section 5.1 shall be deemed to have been delivered to the Lenders on the date on
which the Borrower provides written notice to the Lenders that such information
has been posted on the Borrower's website on the Internet at
http://www.mastercardintl.com or is available on the website of the Securities
and Exchange Commission or any successor at http://www.sec.gov (to the extent
such information has been posted or is available as described in such notice).

                                CREDIT AGREEMENT

<PAGE>

                                                                              38

                  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;

                  (c) within five days after the same are sent, copies of all
         financial statements and reports which the Borrower sends to
         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 the
         Borrower's proprietary new products, systems or services, proprietary
         marketing programs, strategies or plans, or 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 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 Section 6.3 or 6.9 unless the failure to do so could not reasonably
be expected to have a Material Adverse Effect; and comply with all Contractual
Obligations and

                                CREDIT AGREEMENT

<PAGE>

                                                                              39

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
material to the business of the Borrower and its Subsidiaries taken as a whole
in good working order and condition ordinary wear and tear excepted; 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 (coordinated through the Administrative Agent) to,
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) its proprietary new products, systems or services, (ii) its 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 (coordinated
through the Administrative Agent) 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, 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 $50,000,000 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 that could reasonably be
         expected to

                                CREDIT AGREEMENT

<PAGE>

                                                                              40

         result in a liability or Lien in excess of $10,000,000 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.
Notices and other communications to the Lenders required pursuant to paragraphs
(b), (c), (d) and (e) of this Section 5.7 may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative
Agent.

                  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 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. Permit Consolidated Net
Worth of the Borrower at any time to be less than the sum of (i) $475,000,000
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 March 31, 2003.

                  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:

                                CREDIT AGREEMENT

<PAGE>

                                                                              41

                  (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;

                  (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

                                CREDIT AGREEMENT

<PAGE>

                                                                              42

                  (l) 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:

                  (a) any Subsidiary of the Borrower may be merged or
         consolidated with or into the Borrower or International (provided that
         the Borrower or International, as the case may be, 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 International 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) the aggregate book value of all assets so
         sold or disposed of pursuant to this clause (b) to Subsidiaries of the
         Borrower that are not also Subsidiaries of International by the
         Borrower 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 May, 2003
         shall not exceed an amount equal to 30% 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;

                                CREDIT AGREEMENT

<PAGE>

                                                                              43

                  (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 Consolidated 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 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 permitted by the terms of this Agreement and any
transaction between the Borrower and its consolidated Subsidiaries) 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.

                  6.10     Upstreaming. 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 6.10 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 6.10.

                                CREDIT AGREEMENT

<PAGE>

                                                                              44

                          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
         either Obligor herein or in any other Loan Document or which is
         contained in any certificate, document 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

                  (d) Either Obligor 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) in excess of $10,000,000 individually or $25,000,000 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 was created, or (ii) fail to observe or perform any other
         agreement or condition relating to any such Indebtedness 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 failure or other event or condition is to cause, or to permit
         the holder or holders of such Indebtedness (or a trustee or agent on
         behalf of such holder or holders) to cause, with the giving of notice
         if required, such Indebtedness to become due prior to its stated
         maturity (provided that failure to observe or perform any such
         agreement or condition referred to in this clause (ii) shall not be
         deemed to be an Event of Default until the grace period provided for in
         such instrument or agreement with respect to such agreement or
         condition has elapsed or, if no grace period is specified, such failure
         has continued for five Business Days); 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              45

         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 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 Single Employer 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 any Obligor, (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 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) any Obligor or any
         Commonly Controlled Entity shall 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 (to the
         extent not paid or fully covered by insurance) of $10,000,000 or more
         in the case of any one such judgment or $25,000,000 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 the
         Borrower 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, automatically the Commitments

                                CREDIT AGREEMENT

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                                                                              46

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 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 either Obligor
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 either Obligor 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              47

of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of either Obligor 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 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 either Obligor),
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 the Borrower or any of its 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 the
Obligors 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              48

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 the Obligors 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 the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of either Obligor 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 Obligors 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              49

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 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. GUARANTEE

                  The Guarantor agrees, to induce the other parties to enter
into this Agreement and for other valuable consideration, receipt of which is
hereby acknowledged as follows:

                  (a) 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 the Loan Documents, in each case strictly in accordance
         with the terms 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(a) 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.

                  (b) Acknowledgments, Waivers and Consents. The Guarantor
         agrees that its obligations under clause (a) above shall, to the
         fullest extent permitted 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 in accordance with its terms or

                                CREDIT AGREEMENT

<PAGE>

                                                                              50

                  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 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;

                                CREDIT AGREEMENT

<PAGE>

                                                                              51

                                    (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(b)(i).

                           (ii) The enforceability and effectiveness of this
                  Section 9 and the liability of the Guarantor, and the rights,
                  remedies, powers and privileges of the Administrative Agent
                  and the Lenders under this Section 9 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 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;

                                CREDIT AGREEMENT

<PAGE>

                                                                              52

                                    (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(b) or otherwise in this Section 9 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 any 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 or of the
                  existence, creation, incurring or assumption of new or
                  additional Guaranteed Obligations.

                  (c) Reinstatement. The obligations of the Guarantor under this
         Section 9 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.

                  (d) 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(a), 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.

                                CREDIT AGREEMENT

<PAGE>

                                                                              53

                  (e) 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(a), 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 such Guarantor for purposes of said Section 9(a).

                  (f) Payments. All payments by the Guarantor under this Section
         9 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.

                  (g) Solvency. The Guarantor represents and warrants to the
         Administrative Agent and the Lenders that after giving effect to each
         borrowing hereunder it will be Solvent.

                            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 and the Guarantor 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 or the Guarantor 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 written 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 any
Obligor 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 the Guarantor under Section 9(a) 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              54

the Borrower, the 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:

         Borrower:                  MasterCard Incorporated
                                    2000 Purchase Street
                                    Purchase, New York 10577-2509
                                    Attention: Chris A. McWilton,
                                     Senior Vice President,
                                    Controller and Acting CFO
                                    Fax: 914-249-6230
                                    Telephone: 914-249-6220

         Guarantor:                 MasterCard International Incorporated
                                    2000 Purchase Street
                                    Purchase, New York 10577-2509
                                    Attention: Chris A. McWilton,
                                     Senior Vice President,
                                    Controller and Acting 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: ______________
                                    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.

                                CREDIT AGREEMENT

<PAGE>

                                                                              55

                  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 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 either Obligor, 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              56

damages. The agreements in this subsection shall survive repayment of the Loans
and all other amounts payable hereunder.

                  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 Obligor 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              57

                           (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 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              58

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 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              59

Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (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
either Obligor, 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
either Obligor hereunder (whether at 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

                                CREDIT AGREEMENT

<PAGE>

                                                                              60

agency thereof to or for the credit or the account of such Obligor; 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 promptly
to notify such Obligor 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 the Obligors, 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, 2003.

                  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 Obligor
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 judgment
         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

                                CREDIT AGREEMENT

<PAGE>

                                                                              61

         form of mail), postage prepaid, to it at its address set forth in
         subsection 10.2 or at such 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 Obligor 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 the Obligors, 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 the Obligors and the
         Lenders.

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

                  10.16    Confidentiality. Neither the Administrative Agent nor
any Lender shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to the Administrative Agent's or such
Lender's Affiliates and their respective officers, directors, employees, agents
and advisors and, subject to the execution of an agreement for the benefit of
the Borrower to comply with the provisions of this Section, to actual or
prospective assignees and participants, (b) to the extent required by any
applicable law, rule or regulation or judicial process, (c) to any rating agency
when required by it, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder and (f) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking.
Notwithstanding the foregoing and any other provision herein, the party subject
to confidentiality obligations hereunder or under any other related documents
and each employee, representative or other agent of such party may disclose to
any and all Persons, without limitation of any kind, such party's U.S. federal
income tax treatment and the U.S. federal income tax structure of the
transactions contemplated by this Agreement relating to such party and all
materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure. However, no
such party shall disclose any information relating to such tax treatment or tax
structure to the extent nondisclosure is reasonably necessary in order to comply
with applicable securities laws.

                                CREDIT AGREEMENT

<PAGE>

                                                                              62

                  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 INCORPORATED

                                      By: /s/ STEVEN SKLAR
                                          --------------------------------------
                                          Name:  Steven Sklar
                                          Title: Senior Vice President

                                      MASTERCARD INTERNATIONAL INCORPORATED

                                      By: /s/ STEVEN SKLAR
                                          --------------------------------------
                                          Name:  Steven Sklar
                                          Title: Senior Vice President

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

                                      By: /s/ CHRISTINE ALCRUZ
                                          --------------------------------------
                                          Name:  Christine Alcruz
                                          Title: Vice President

                                      JPMORGAN CHASE BANK,
                                      as Backup Agent and as Lender

                                      By: /s/ ROGER PARKER
                                          --------------------------------------
                                          Name:  Roger Parker
                                          Title: Vice President

                                CREDIT AGREEMENT

<PAGE>

                                                                              63

                                    LENDERS

                                    FLEET NATIONAL BANK

                                    By: /s/ TODD MESIUK
                                        ---------------------------------
                                        Name:  Todd Mesiuk
                                        Title: Vice President

                                CREDIT AGREEMENT

<PAGE>

                                                                      64

                                    HSBC BANK USA

                                    By: /s/ JOHAN SORENSSON
                                        -----------------------------
                                        Name:  Johan Sorensson
                                        Title: First Vice President

                                CREDIT AGREEMENT

<PAGE>

                                                                              65

                                    ROYAL BANK OF SCOTLAND PLC, New York Branch

                                    By: /s/ DIANE FERGUSON
                                        ------------------------------
                                        Name:  Diane Ferguson
                                        Title: Senior Vice President

                                CREDIT AGREEMENT

<PAGE>

                                                                              66

                                    BMO NESBITT BURNS FINANCING, INC.

                                    By: /s/ AMY K. DUMSER
                                        --------------------------
                                        Name:  Amy K. Dumser
                                        Title: Vice President

                                CREDIT AGREEMENT

<PAGE>

                                                                              67

                                    COMMONWEALTH BANK OF AUSTRALIA--GRAND
                                    CAYMAN BRANCH

                                    By: /s/ PHILIP PELBRIDGE
                                        ----------------------------
                                        Name:  Philip Pelbridge
                                        Title: Risk Manager

                                CREDIT AGREEMENT

<PAGE>

                                                                              68

                                    LLOYDS TSB BANK PLC

                                    By: /s/ MICHAEL J. GILLIGAN
                                        ---------------------------
                                        Name:  Michael J. Gilligan
                                        Title: Director


                                    By: /s/ MATTHEW S.R. TUCK
                                        ---------------------------
                                        Name:  Matthew S.R. Tuck
                                        Title: Vice President


                                CREDIT AGREEMENT

<PAGE>

                                                                              69

                                    BAYERISCHE HYPO - UND VEREINSBANK AG,
                                    NEW YORK BRANCH

                                    By: /s/ SESSA VON RICHTHOFEN
                                        -------------------------------
                                        Name:  Sessa von Richthofen
                                        Title: Relationship Manager,
                                                 Financial Institutions


                                    By: /s/ PAUL DOLAN
                                        -------------------------------
                                        Name:  Paul Dolan
                                        Title: Director, Credit


                                CREDIT AGREEMENT

<PAGE>

                                                                              70

                                    BANK ONE, NA

                                    By: /s/ GARY HEUR
                                        -----------------------
                                        Name:  Gary Heur
                                        Title:

                                CREDIT AGREEMENT

<PAGE>

                                                                              71

                                    PNC BANK, NATIONAL ASSOCIATION

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

                                CREDIT AGREEMENT

<PAGE>

                                                                              72

                                    WELLS FARGO BANK

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

                                CREDIT AGREEMENT

<PAGE>

                                                                              73

                                    FIFTH THIRD BANK

                                    By: /s/ ANN PIERSON
                                        --------------------------------
                                        Name:  Ann Pierson
                                        Title: Corporate Banking Officer

                                CREDIT AGREEMENT

<PAGE>

                                                                              74

                                    WESTPAC BANKING CORPORATION

                                    By: /s/ RICHARD BATTEN
                                        -------------------------------
                                        Name:  Richard Batten
                                        Title: Assistant Vice President

                                CREDIT AGREEMENT

<PAGE>

                                                                 SCHEDULE 1.1(a)

                                   MASTERCARD
                              PERMITTED INVESTMENTS
                           CASH EQUIVALENTS @ 3/31/03

                        [TO BE SUPPLIED BY THE BORROWER]

<PAGE>

                                                                 SCHEDULE 1.1(b)

                                   MASTERCARD
                              PERMITTED INVESTMENTS
                MUNICIPAL BONDS AND EQUITY INVESTMENTS @ 3/31/03

                        [TO BE SUPPLIED BY THE BORROWER]

<PAGE>

                                                                    SCHEDULE 1.2

                                   COMMITMENTS

<TABLE>
<CAPTION>
LENDER                                                                COMMITMENT
<S>                                                                   <C>
Citibank, N.A.                                                        $
JPMorgan Chase Bank                                                   $
</TABLE>

<PAGE>

                                                                    SCHEDULE 3.1

                                   MASTERCARD
                            INTEREST RATE PROTECTION
                          INTEREST RATE SWAP @ 3/31/02

                        [TO BE SUPPLIED BY THE BORROWER]

                               CURRENCY PROTECTION
                          UNHEDGED POSITIONS @ 3/31/02

                        [TO BE SUPPLIED BY THE BORROWER]

<PAGE>

                                                                    SCHEDULE 3.6

                               MATERIAL LITIGATION

         MasterCard Incorporated is a party to litigation with respect to a
variety of matters in the ordinary course of business. Except as described
below, MasterCard does not believe that any litigation to which it is a party
may have a material adverse impact on its business or prospects.

         1.       Department of Justice Antitrust Litigation.

         In October 1998, the United States Department of Justice ("DOJ") filed
suit against MasterCard International, Visa U.S.A., Inc. and Visa International
Corp ("Visa") in the U.S. District Court for the Southern District of New York
alleging that both MasterCard's and Visa's governance structure and policies
violated U.S. federal antitrust laws. First, the DOJ claimed that "dual
governance" -- the situation where a financial institution has a representative
on the board of directors of MasterCard or Visa while a portion of its card
portfolio is issued under the brand of the other association-- was
anti-competitive and acted to limit innovation within the payment card industry.
At the same time, the DOJ conceded that "dual issuance"-- a term describing the
structure of the bank card industry in the United States in which a single
financial institution can issue both MasterCard and Visa branded cards-- was
pro-competitive. Second, the DOJ challenged MasterCard's Competitive Programs
Policy ("CPP") and a Visa bylaw provision that prohibit financial institutions
participating in the respective associations from issuing competing proprietary
payment cards (such as American Express or Discover). The DOJ alleged that
MasterCard's CPP and Visa's bylaw provision acted to restrain competition.

         MasterCard denied the DOJ's allegations. MasterCard believes that both
"dual governance" and the CPP are pro-competitive and fully consistent with U.S.
federal antitrust law.

         A bench trial concerning the DOJ's allegations was concluded on August
22, 2000. On October 9, 2001, the district court judge issued an opinion
upholding the legality and pro-competitive nature of dual governance. In so
doing, the judge specifically found that MasterCard and Visa have competed
vigorously over the years, that prices to consumers have dropped dramatically,
and that MasterCard has fostered rapid innovations in systems, product offerings
and services.

         However, the judge also held that MasterCard's CPP and the Visa bylaw
constitute unlawful restraints of trade under the federal antitrust laws. The
judge found that the CPP and Visa bylaw weakened competition and harmed
consumers by preventing competing proprietary payment card networks such as
American Express and Discover from entering into agreements with banks to issue
cards on their networks. In reaching this decision, the judge found that two
distinct markets-- a credit and charge card issuing market and a network
services market-- existed in the United States, and that both MasterCard and
Visa had market power in the network market. MasterCard strongly disputes these
findings and believes that the DOJ failed, among other things, to demonstrate
that U.S. consumers have been harmed by the CPP.

         On November 26, 2001, the judge issued a final judgment that orders
MasterCard to repeal the CPP insofar as it applies to issuers and enjoins
MasterCard from enacting or enforcing

<PAGE>

any bylaw, rule, policy or practice that prohibits its issuers from issuing
general purpose credit or debit cards in the United States on any other general
purpose card network. The judge also concluded that during the period in which
the CPP was in effect, MasterCard was able to "lock up" certain members by
entering into long-term agreements with them pursuant to which the members
committed to maintain a certain percentage of their general purpose card volume,
new card issuance or total number of cards in force in the United States on
MasterCard's network. Accordingly, the final judgment provides that there will
be a period (commencing on the effective date of the judgment and ending on the
later of two years from that date or two years from the resolution of any final
appeal) during which MasterCard will be required to permit any issuer with which
it entered into such an agreement prior to the effective date of the final
judgment to terminate that agreement without penalty, provided that the reason
for the termination is to permit the issuer to enter into an agreement with
American Express or Discover. MasterCard would be free to apply to the district
court to recover funds paid but not yet earned under any terminated agreement.
The final judgment imposes parallel requirements on Visa. The judge explicitly
provided that MasterCard and Visa would be free to enter into new partnership or
member business agreements in the future.

         MasterCard believes that is has a strong legal basis to challenge the
judge's ruling with respect to the CPP, and has appealed the decision on that
count. On February 6, 2002, the judge issued an order granting MasterCard's and
Visa's motion to stay the final judgment pending appeal. MasterCard, the DOJ and
other parties to the DOJ antitrust litigation completed their submission of
appellate briefs to the Second Circuit Court of Appeals in late August 2002.
Oral argument on the appeal of the U.S. District Court's decision in this case
was held on May 8, 2003. The three-judge panel of the Second Circuit reserved
decision.

         2.       Merchant Antitrust Litigation.

         Commencing in October 1996, several putative class action suits were
brought by a number of U.S. merchants-- including Wal-Mart Stores, Inc., Sears
Roebuck & Co., Inc., The Limited Inc. and Safeway, Inc.--against MasterCard
International and Visa U.S.A., Inc. challenging certain aspects of the payment
card industry under U.S. federal antitrust law. Those suits were later
consolidated in the U.S. District Court for the Eastern District of New York.
The plaintiffs challenged MasterCard's "Honor All Cards" rule (and a similar
Visa rule), which ensures universal acceptance for consumers by requiring
merchants who accept MasterCard cards to accept for payment every validly
presented MasterCard card. Plaintiffs claimed that MasterCard and Visa
unlawfully tied acceptance of debit cards to acceptance of credit cards. In
essence, the merchants desired the ability to reject off-line, signature-based
debit transactions (for example, MasterCard card transactions) in favor of other
payment forms, including on-line, PIN-based debit transactions (for example,
Maestro or regional ATM network transactions) which generally impose lower
transaction costs for merchants. The plaintiffs also claimed that MasterCard and
Visa conspired to monopolize what they characterized as the point-of-sale debit
card market, thereby suppressing the growth of regional networks such as ATM
payment systems. Plaintiffs alleged that the plaintiff class had been forced to
pay unlawfully high prices for debit and credit card transactions as a result of
the alleged tying arrangement and monopolization practices.

         MasterCard denies the merchant allegations. MasterCard believes that
the "Honor All Cards" rule and MasterCard practices with respect to debit card
programs in the United States are pro-competitive and fully consistent with U.S.
federal antitrust law.

<PAGE>

         On February 22, 2000, the district court granted the plaintiffs' motion
for class certification. MasterCard and Visa subsequently appealed the decision
to the Second Circuit Court of Appeals. On October 17, 2001, a three-judge panel
affirmed the lower court decision by a two-to-one majority. MasterCard filed a
petition for a writ of certiorari to the U.S. Supreme Court on April 3, 2002.,
which was denied on June 6, 2002. A trial date of April 28, 2003 was set for the
commencement of this litigation.

         Based upon publicly available information, the plaintiffs previously
have asserted damage claims in this litigation of approximately $8 billion,
before any trebling under U.S. federal antitrust law. Other public estimates
(including estimates set forth in the dissenting opinion of the Second Circuit)
place the plaintiffs' estimated damage claims at approximately $50 billion to
$100 billion, depending on the source. In addition, the plaintiffs' damage
claims could have been materially higher than these amounts as a result of the
passage of time and substantive changes in the theory of damages presented by
the plaintiffs.

         On April 30, 2003, in lieu of proceeding with trial, MasterCard signed
a Memorandum of Understanding ("MOU") with plaintiffs in this litigation. In the
MOU, MasterCard and plaintiffs reached an agreement in principle, subject to
execution of a final settlement agreement and approval by the Court, to settle
all claims against MasterCard and its affiliates and members resulting from this
lawsuit. As part of the settlement, MasterCard agreed to take the following
actions:

         -        MasterCard will pay into a settlement fund $100 million per
                  year over the next ten years. These payments are due by
                  December 22 of each year, except for the first year in which
                  $10 million is due within thirty days of execution of the
                  final settlement agreement and the balance is due by December
                  22, 2003.

         -        MasterCard will permit merchants to elect not to accept
                  MasterCard-branded, signature-based debit cards issued in the
                  United States, while still accepting MasterCard-branded credit
                  and charge cards. Notwithstanding the foregoing, MasterCard
                  may adopt and enforce an "honor all cards rule" that requires
                  merchants who choose to accept MasterCard-branded debit cards
                  to accept all MasterCard-branded debit cards. In addition,
                  MasterCard may implement an "honor all cards" rule with
                  respect to all MasterCard-branded cards not coming within the
                  definition of debit cards, including credit and charge cards.
                  MasterCard must adopt rules implementing these requirements as
                  of forty-five days after the effective date of the Court order
                  approving the settlement or January 1, 2004, whichever is
                  earlier.

         -        MasterCard will require issuers of MasterCard-branded debit
                  cards to place the word "Debit" or a similar term on the face
                  of those cards and to allow those cards to be identified
                  through electronic terminals. MasterCard must adopt rules
                  implementing these requirements as of forty-five days after
                  the effective date of the Court order approving the settlement
                  or January 1, 2004, whichever is earlier. The rules must
                  require issuers to make the changes within the normal
                  reissuance cycles for existing cards, provided that MasterCard
                  must cause 80 percent of all outstanding MasterCard-branded
                  debit cards to be compliant with these requirements within 18
                  months of the earlier of the effective date of the Court order
                  approving the settlement or January 1, 2004, and the remainder
                  to be compliant within 36 months of

<PAGE>

                  such time. MasterCard remains free to adopt a new brand or
                  program name for MasterCard-branded debit cards, provided that
                  this is done in a uniform and consistent manner.

         -        MasterCard will provide acquiring banks, upon request, signage
                  for merchant use at the point of sale and at the entrance to
                  stores communicating the fact that a given merchant accepts
                  MasterCard-branded debit cards. The signage must be provided
                  as of ninety days after the effective date of the Court order
                  approving the settlement or January 1, 2004, whichever is
                  earlier.

         -        On or before August 1, 2003, MasterCard will set a separate
                  interchange rate for MasterCard-branded debit cards that
                  reduces current interchange rates by at least one-third.
                  MasterCard expects to adopt a new interchange rate by this
                  deadline that will incent both issuance and acceptance of
                  MasterCard- branded debit cards. To compensate merchants for
                  the time it will take MasterCard to implement the new
                  interchange rates, MasterCard will pay $25 million into the
                  settlement account in 2003, in addition to the payment amounts
                  described above.

         -        MasterCard will not enact rules that prohibit merchants from
                  encouraging or steering MasterCard-branded debit cardholders
                  to use other forms of payment or that prohibit merchants from
                  providing a discount to consumers who pay by any other form of
                  payment. Presently MasterCard does not have such rules in
                  force.

         MasterCard denies all claims in the lawsuit and nothing in the MOU
constitutes an admission of wrongdoing or liability by MasterCard.

         MasterCard entered into a final settlement agreement with plaintiffs in
this litigation on June 4, 2003 on substantially the same terms as described
above. On or about June 9, 2003, plaintiffs filed a motion seeking preliminary
approval of the settlement by the judge. Provided preliminary approval is
granted, notice will then be sent to class members, giving them the opportunity
to object to the settlement. New merchants who were not previously sent a copy
of class notice in 2002 will be given the opportunity to opt out of the class. A
hearing on the fairness of the proposed settlement has been set for September
25, 2003.

         There are consumer class actions pending in three state courts related
to the merchant antitrust lawsuit that have been stayed pending developments in
this litigation. In addition, several lawsuits have been commenced by merchants
who have opted not to participate in the merchant antitrust lawsuit, including
CVS, Meijer Stores, Toys "R" Us, Giant Eagle and Home Depot. MasterCard is
seeking to have all of these cases transferred to the U.S. District Court for
the Eastern District of New York. Neither the consumer class actions nor the
"opt out" merchant litigations are covered by the terms of the final settlement
agreement.

         3.       Currency Conversion Litigation.

         MasterCard International, together with Visa U.S.A., Inc. and Visa
International Corp., are defendants in a state court lawsuit pending in
California. The lawsuit alleges that MasterCard and Visa wrongfully imposed an
asserted one percent currency conversion "fee" on every credit card transaction
by U.S. MasterCard and Visa cardholders involving the purchase of goods or

<PAGE>

services in a foreign country, and that such alleged "fee" is unlawful. This
action, titled Schwartz v. Visa Int'l Corp., et al., was brought in the Superior
Court of California in February 2000, purportedly on behalf of the general
public. Trial of the Schwartz matter commenced on May 20, 2002 and concluded on
November 27, 2002. The Schwartz action claims that the alleged "fee" grossly
exceeds any costs the defendants might incur in connection with currency
conversions relating to credit card purchase transactions made in foreign
countries and is not properly disclosed to cardholders. Plaintiffs seek to
prevent defendants from continuing to engage in, use or employ the alleged
practice of charging and collecting the asserted one percent currency conversion
"fee" and from charging any type of purported currency conversion "fee" without
providing a clear, obvious and comprehensive notice that a fee will be charged.
Plaintiffs also request an order (1) requiring defendants to fund a corrective
advertising campaign; and (2) awarding restitution of the monies allegedly
wrongfully acquired by imposing the purported currency conversion "fee". The
complaints assert that, during the four-year period that preceded the respective
lawsuits, MasterCard collected approximately $200 million as a result of
allegedly imposing the claimed one percent currency conversion "fee". MasterCard
denies these allegations.

         On February 5, 2003, the trial court judge issued a preliminary
decision in the Schwartz matter. In his decision, the trial judge found that
MasterCard's currency conversion process does not violate the Truth In Lending
Act or regulations, nor is it unconscionably priced under California law.
However, the judge found that the practice is deceptive under California state
law, and ordered that MasterCard mandate that members disclose the currency
conversion process to cardholders in cardholder agreements, applications,
solicitations and monthly billing statements. The judge also ordered unspecified
restitution to California cardholders. Following objections and a hearing, on
April 8, 2003 the trial court judge issued a final decision containing
substantially the same terms as the preliminary decision. The final decision
does not specify a monetary amount of restitution to be paid to plaintiffs. On
May 13, 2003, MasterCard submitted its proposed plan for restitution, advocating
a "claims made" approach whereby cardholders would be required to come forward
and demonstrate that they believe they are entitled to restitution. Plaintiffs
are permitted to take up to five additional depositions of MasterCard witnesses
on topics related to the restitution plan, and must file their responsive papers
in July 2003. A hearing will be held on the restitution process in August 2003.
MasterCard presently intends to appeal the decision on a number of grounds once
a final judgment is entered.

         In addition, MasterCard has been served with complaints in state courts
in New York, Arizona, Texas, Florida, Arkansas, Kentucky, Tennessee and Illinois
seeking to, in effect, extend the judge's decision in the Schwartz matter to
MasterCard cardholders outside of California.

         MasterCard International, Visa U.S.A., Inc., Visa International Corp.,
several member banks including Citibank (South Dakota), N.A., Citibank (Nevada),
N.A., Chase Manhattan Bank USA, N.A., Bank of America, N.A. (USA), MBNA, and
Diners Club are defendants in a number of federal putative class actions that
allege, among other things, violations of federal antitrust laws based on the
asserted one percent currency conversion "fee".

         Pursuant to an order of the Judicial Panel on Multidistrict Litigation,
the federal complaints have been consolidated in MDL No. 1409 before Judge
William H. Pauley III in the U.S. District Court for the Southern District of
New York. In January 2002, the federal plaintiffs filed a Consolidated Amended
Complaint ("MDL Complaint") adding MBNA Corporation and MBNA America Bank, N.A.
as defendants. This pleading asserts two theories of antitrust

<PAGE>

conspiracy under Section 1 of the Sherman Act, 15 U.S.C. Section 1: (i) an
alleged "inter-association" conspiracy among MasterCard (together with its
members), Visa (together with its members) and Diners Club to fix currency
conversion "fees" allegedly charged to cardholders of "no less than 1% of the
transaction amount and frequently more;" and (ii) two alleged
"intra-association" conspiracies, whereby each of Visa and MasterCard is claimed
separately to have conspired with its members to fix currency conversion "fees"
allegedly charged to cardholders of "no less than 1% of the transaction amount"
and "to facilitate and encourage institution -- and collection -- of second tier
currency conversion surcharges." The MDL Complaint also asserts that the alleged
currency conversion "fees" have not been disclosed as required by the Truth In
Lending Act and Regulation Z.

         Defendants have moved to dismiss the MDL Complaint. Oral argument on
that motion was held on June 21, 2002 and Judge Pauley reserved decision.
Pending determination of defendants' motion to dismiss, the parties may engage
in discovery except for non-custodial depositions. No trial date has been set.

         4.       Global Interchange Proceedings.

         Interchange fees represent a sharing of payment system costs among the
financial institutions participating in a four-party payment card system such as
MasterCard's. Generally, interchange fees are paid by the merchant bank (the
"acquirer") to the cardholder bank (the "issuer") in connection with
transactions initiated with the payment system's cards. These fees reimburse the
issuer for a portion of the costs incurred by it in providing services which are
of benefit to all participants in the system, including acquirers and merchants.
MasterCard establishes a multilateral interchange fee ("MIF") in certain
circumstances as a default fee that applies when there is no other interchange
fee arrangement between the issuer and the acquirer. MasterCard establishes a
variety of MIF rates depending on such considerations as the location and the
type of transaction, and collects the MIF on behalf of the institutions entitled
to receive it, but does not itself receive the MIF. As described more fully
below, MIFs are subject to regulatory or legal review and/or challenges in a
number of jurisdictions.

         European Union. In September 2000, the European Commission issued a
"Statement of Objections" challenging Visa International's cross-border MIF
under European Community competition rules. On July 24, 2002, the European
Commission announced its decision to exempt the Visa MIF from these rules based
on certain changes proposed by Visa to its MIF. Among other things, in
connection with the exemption order, Visa agreed to adopt a cost-based
methodology for calculating its MIF similar to the methodology employed by
MasterCard, which considers the costs of certain specified services provided by
issuers, and to reduce its MIF rates for debit and credit transactions to
amounts at or below certain specified levels.

         Although MasterCard Europe is not an addressee of the Statement of
Objections, its rules also contain a cross-border MIF. MasterCard Europe intends
to engage in discussions with the European Commission in order to determine
under what conditions the European Commission would grant a formal exemption or
comfort letter for MasterCard Europe's MIF. Because the cross-border MIF
constitutes an essential element of MasterCard Europe's operations, changes to
it could significantly impact MasterCard International's European members and
the MasterCard business in Europe. At this time, it is not possible to determine
what action the European Commission will take with respect to MasterCard
Europe's MIF.

<PAGE>

         United Kingdom Office of Fair Trading. On September 25, 2001, the
Office of Fair Trading of the United Kingdom ("OFT") issued a Statement of
Objections ("SOO") under the U.K. Competition Act 1998 challenging the
MasterCard MIF, the fee paid by the acquiring bank to the issuing bank in
connection with point of sale transactions and multilateral service fee ("MSF"),
the fee paid by issuing banks to acquiring banks when a customer uses a
MasterCard-branded card in the United Kingdom either at an ATM or over the
counter to obtain a cash advance, established by MasterCard U.K. Members Forum
Limited (formerly MEPUK) for domestic credit card transactions in the United
Kingdom. The SOO contained preliminary conclusions to the effect that the
MasterCard U.K. MIF and MSF may infringe U.K. competition law and do not qualify
for an exemption in their present forms. In January, 2002, MasterCard, MEPUK and
several MasterCard U.K. members responded to the SOO, and an oral hearing
concerning the matter was held on February 5, 2002. On February 11, 2003, the
OFT issued an amended SOO, which also contains preliminary conclusions that
challenge MasterCard's U.K. MIF under the Competition Act. On May 2, 2003,
MasterCard and MMF responded to the supplemental SOO.

         Because the MIF and MSF constitute essential elements of MasterCard's
U.K. operations, changes to these fees could significantly impact MasterCard's
U.K. members and the MasterCard business in the U.K. At this time, it is not
possible to determine what action the OFT will take with respect to the
MasterCard MIF and MSF.

         Australia. On August 27, 2002, the Reserve Bank of Australia ("RBA")
announced regulations under the Payments Systems (Regulation) Act 1998 (the
"Act") applicable to four-party credit card payment systems in Australia,
including MasterCard's. The RBA regulations would impose a number of changes on
the operation of four-party credit card systems that could significantly impact
MasterCard International's Australian members and the MasterCard business in
Australia. Among other things, the RBA regulations permit non-deposit-taking
institutions to issue credit cards and acquire credit card transactions in
Australia, mandate a formula for calculating interchange fees that fails to
account for certain costs incurred by issuers (such as credit losses) and
effectively requires a reduction in domestic interchange fees, and prohibit
MasterCard and other four-party credit card systems from enforcing their
respective "no surcharge" and "net issuer" rules. The no surcharge rule
generally prevents merchants from charging supplemental fees for the use of
payment cards at the point of sale, and the net issuer rule requires
institutions participating in the relevant system to issue payment cards in
addition to conducting merchant acquiring activities.

         On September 20, 2002, MasterCard filed an application with the Federal
Court of Australia seeking to overturn the RBA regulations. MasterCard believes
that in implementing the regulations the RBA has failed to comply with the
obligations imposed upon it by the Act. Among other things, MasterCard believes
that the RBA regulations fail to satisfy the public interest test mandated by
the Act because they can be expected to impose additional costs on Australian
consumers, place small businesses at a competitive disadvantage to larger
retailers, and encourage small or regional banks to exit the credit card
business in Australia. Visa International Corp. filed a similar application with
the Federal Court of Australia on September 19, 2002. A hearing on the matter
commenced on May 19, 2003. At this time, it is not possible to determine the
outcome of MasterCard's legal challenge to the RBA regulations.

         United States. In July 2002, a putative class action lawsuit was filed
by a group of merchants in the U.S. District Court for the Northern District of
California against MasterCard

<PAGE>

International, Visa U.S.A., Inc., Visa International Corp. and several member
banks in California, alleging, among other things, that MasterCard's and Visa's
interchange fees contravene the Sherman Act. The suit seeks treble damages in an
unspecified amount, attorney's fees and injunctive relief, including the
divestiture of bank ownership of MasterCard and Visa, and the elimination of
MasterCard and Visa marketing activities. Defendants filed a motion to dismiss
the complaint on September 10, 2002. The motion has been fully briefed. The case
was recently reassigned to a new judge in federal district court in San
Francisco. An oral argument date on the motion was held on April 18, 2003. On
April 21, 2003, the judge issued a decision that dismissed several of
plaintiffs' claims and significantly narrowed the scope of the remaining claims
in the case. No trial date has been set in this matter.

         Other Jurisdictions. MasterCard is aware that regulatory authorities in
certain other jurisdictions, including Poland, Hong Kong and Switzerland, are
reviewing MasterCard's and/or its members interchange fee practices and may seek
to regulate the establishment of such fees.

         5.       Other Challenges

         The following matters are in their early procedural stages and are
presented for completeness only. MasterCard has not yet determined whether these
matters may have a material adverse impact on its business or prospects.

         Paycom. In May 2003, a complaint was filed against MasterCard in the
U.S. District Court for the Central District of California (Los Angeles) by a
merchant aggregator who sells adult entertainment website content and who has
been assessed for exceeding excessive chargeback program standards. The
complaint alleges antitrust, breach of contract, fraud and other theories of
damages against MasterCard. No trial date has been set in this matter.

         North Carolina Action. In May 2003, a purported class action complaint
was filed by a group of non-face-to-face merchants in federal court in North
Carolina against MasterCard, Visa, American Express and Discover. The claims
involve theories under RICO, federal antitrust law, state antitrust law, fraud,
civil conspiracy, unfair/deceptive trade practices and related claims, including
claims for breach of fiduciary duty. The federal antitrust claims include the
claim that MasterCard's purported monopoly power forces plaintiffs to bear risks
and costs of fraud and forces plaintiffs to pay excessive interchange.
Plaintiffs claim defendants have earned monopolistic and unjust profits from
chargeback fees/penalties and credit penalty fees. Other antitrust claims
include group boycott and a conspiracy to profit from fraud in the
card-not-present industry. No trial date has been set in this matter.

<PAGE>

                                                                   Schedule 3.15

                    MASTERCARD INCORPORATED AND SUBSIDIARIES

<TABLE>
<CAPTION>
Name                                                              PERCENT OWNED**
----                                                              -------------
<S>                                                               <C>
MasterCard Incorporated                                                 NA

Cirrus Systems, LLC                                                     100%

MasterCard Europe S.A. (formerly Europay International S.A.)            100%

European Payment System Services S.A.                                   100%

Euro Travellers Cheque International S.A.                               100%

Europay U.S. Inc                                                        100%

Eurocard Limited                                                        100%

Eurocard U.S.A., Inc.                                                   100%

MasterCard/Europay U.K. Limited                                         100%

Maestro International Incorporated                                      100%

Maestro Asia/Pacific Ltd.                                               100%

Maestro Canada, Inc.                                                    100%

Maestro Latin America, Inc.                                             100%

Maestro Middle East/Africa, Inc.                                        100%

Maestro U.S.A., Inc.                                                    100%

MasterCard International Incorporated                                   100%

MasterCard (India) Private Limited                                      100%

MasterCard A/P Payment Services Inc.                                    100%

MasterCard Asia/Pacific Pte Ltd.                                        100%

MasterCard Australia Ltd.                                               100%

MasterCard Brasil S/C Ltda.                                             100%
</TABLE>

<PAGE>

<TABLE>
<S>                                                               <C>
MasterCard Brasil Solucoes de Pagamento Ltda.                           100%

MasterCard Canada, Inc.                                                 100%

MasterCard Cardholder Solutions, Inc.                                   100%

MasterCard Chip Standards Holdings, Inc.                                100%

MasterCard Colombia, Inc.                                               100%

MasterCard EMEA, Inc.                                                   100%

MasterCard Foreign Sales Corporation                                    100%

MasterCard Global Holding LLC                                           100%

MasterCard Global Key Centre Limited                                    100%

MasterCard Global Promotions & Sponsorships Annex, Inc.                 100%

MasterCard Holding Incorporated                                         100%

MasterCard Hong Kong Ltd.                                               100%

MasterCard International Far East Ltd.                                  100%

MasterCard International Holding LLC                                    100%

MasterCard International Japan Inc.                                     100%

MasterCard International Korea Ltd.                                     100%

MasterCard International Philippines, Inc.                              100%

MasterCard International Services, Inc.                                 100%

MasterCard International, LLC                                           100%

MasterCard Korea Ltd.                                                   100%

MasterCard Mercosur, Inc.                                               100%

MasterCard Middle East, Inc                                             100%

MasterCard Originator SPC, Inc.                                         100%

MasterCard Peru, Inc.                                                   100%

MasterCard Services SPC, Inc.                                           100%

MasterCard Singapore Ltd.                                               100%

MasterCard Southern Africa, Inc.                                        100%

MasterCard Taiwan Ltd.                                                  100%

MasterCard Travelers Cheque, Inc.                                       100%

MasterCard UK, Inc.                                                     100%

MasterCard Uruguay Limitada                                             100%

MasterCard Venezuela, Inc.                                              100%

MC Indonesia, Inc.                                                      100%
</TABLE>

<PAGE>

<TABLE>
<S>                                                               <C>
Mondex International Limited                                            100%

MAOSCO, Ltd.                                                            100%

Mondex International Americas, Inc.                                     100%

Mondex Asia Pte. Ltd.                                                    51%

Mondex China Pte. Ltd.                                                   51%

Mondex India Pte. Ltd.                                                   51%

Mondex International (Australia) Pty Ltd.                               100%

MXI Management Limited                                                  100%

Bright Skies LLC                                                        100%

Clear Skies LLC                                                         100%

CSI Holdings Inc.                                                       100%

                           EMVCo, LLC                                  66.6%

GVP Risk Management Insurance Incorporated                              100%

GVP Holding Incorporated                                                100%

Japan Network Services Co., Ltd.                                        100%

JNS Corporation Yugen Kaisha                                            100%

Mascon-MasterCard GTS Holdings Private Ltd.                              49%

Mastermanager LLC                                                       100%

MasterCard Beneficiary Trust                                            100%

MTS Holdings, Inc.                                                      100%

SET Secure Electronic Transaction LLC                                    50%

Transactional Data Solutions LLC                                         70%
</TABLE>

** Percentages reflect direct ownership and indirect ownership through
intermediate companies.

<PAGE>

                                                                 SCHEDULE 6.2(f)

                                      LIENS

None.

<PAGE>

                                                                   SCHEDULE 6.10

                                 DIVIDEND BLOCKS

MasterCard International Incorporated is subject to minimum net worth covenants
pursuant to the following agreements, which are filed as exhibits to the
Borrower's filings with the U.S. Securities and Exchange Commission identified
in parentheses below:

     -   Form of MasterCard International Incorporated Note Purchase Agreement,
         dated as of June 30, 1998, regarding $80,000,000 of 6.67% Subordinated
         Notes due June 30, 2008 (see Exhibit 4 to Pre-Effective Amendment No. 2
         to the Borrower's Registration Statement on Form S-4 filed November 9,
         2001 (No. 333-67544)).

     -   Guarantee, dated as of August 31, 1999, made by MasterCard
         International Incorporated in favor of State Street Bank and Trust
         Company of Missouri, N.A., as Indenture Trustee for the Noteholders
         under the Indenture, dated as of August 31, 1999 between MasterCard
         International O'Fallon 1999 Trust and the Indenture Trustee (see
         Exhibit 10.4 to Pre-Effective Amendment No. 2 to the Borrower's
         Registration Statement on Form S-4 filed November 9, 2001 (No.
         333-67544)).

<PAGE>

                                                                SCHEDULE 10.7(b)

                                   MASTERCARD
         FIDUCIARY ACCOUNTS WITH BANKS PARTICIPATING IN THIS SYNDICATION
                                    @ 3/31/03

BANK NAME                     ACCOUNT NUMBER                            CURRENCY

<PAGE>

                                                                       EXHIBIT A

                         [FORM OF REVOLVING CREDIT NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.

                              REVOLVING CREDIT NOTE

$____________                                                 New York, New York
                                                                   June __, 2003

                  FOR VALUE RECEIVED, the undersigned, MASTERCARD INCORPORATED,
a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay
to the order of _________ (the "Lender") at the office of Citibank, N.A.,
located at 2 Penns Way, Suite 200, New Castle, Delaware, 19720, in lawful money
of the United States and in immediately available funds, on the Revolving Credit
Termination Date the principal amount of _________ DOLLARS ($__________), or, if
less, the aggregate unpaid principal amount of all Revolving Credit Loans made
by the Lender to the Borrower pursuant to subsection 2.1 of the Credit Agreement
(as defined below). The Borrower further agrees to pay interest in like money at
such office on the unpaid principal amount of Revolving Credit Loans made by the
Lender from time to time outstanding at the rates and on the dates specified in
the Credit Agreement.

                  The holder of this Note is authorized to record on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date, Type and amount
of each Revolving Credit Loan made by the Lender and the date and amount of each
payment or prepayment of principal thereof, each conversion of all or a portion
thereof to another Type, each continuation of all or a portion thereof as the
same Type and, in the case of LIBOR Loans, the length of each Interest Period
and the London Interbank Offered Rate with respect thereto. Each such
recordation shall, to the extent permitted by applicable law, constitute prima
facie evidence of the accuracy of the information so recorded, provided that the
failure to make any such recordation shall not affect the obligation of the
Borrower to repay (with applicable interest) Revolving Credit Loans made by the
Lender pursuant to the Credit Agreement.

                  This Note (a) is one of the Revolving Credit Notes referred to
in the Credit Agreement, dated as of the date hereof (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among MasterCard Incorporated, a Delaware corporation, MasterCard
International Incorporated, a Delaware corporation, the Borrower, the Lender,
the other banks and financial institutions from time to time parties thereto,
JPMorgan Chase Bank, as back-up administrative agent and Citibank, N.A., as
administrative agent, (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement.

<PAGE>

                                                                               2

                  Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

                                          MASTERCARD INCORPORATED

                                          By: __________________________________

                                          Name: ________________________________

                                          Title: _______________________________

<PAGE>

         LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBOR LOANS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                Amount
                                            Converted to or     Interest Period and
                       Amount of LIBOR       Continued as     London Interbank Offered    Amount of Principal of
      Date                  Loans             LIBOR Loans     Rate with Respect Thereto     LIBOR Loans Repaid
----------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>               <C>                         <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<CAPTION>

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

                 Amount of LIBOR
                Loans Converted to        Unpaid Principal
      Date           ABR Loans         Balance of LIBOR Loans     Notation Made By
----------------------------------------------------------------------------------
<S>             <C>                    <C>                        <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT B

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.

                                 TERM LOAN NOTE

$___________                                                  New York, New York
                                                             ____________, 200__

                  FOR VALUE RECEIVED, the undersigned, MASTERCARD INCORPORATED,
a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay
to the order of ________________ (the "Lender") at the office of Citibank, N.A.,
located at 2 Penns Way, Suite 200, New Castle, Delaware, 19720, in lawful money
of the States of America and in immediately available funds, on the Termination
Date the principal amount of _______________ DOLLARS ($________), or, if less,
the aggregate unpaid principal amount of the Lender's interest in the Term Loan
made to the Borrower pursuant to subsection 2.5 of the Credit Agreement (as
defined below). The Borrower further agrees to pay interest in like money at
such office on the unpaid principal amount of the Term Loan made by the Lender
from time to time outstanding at the rates and on the dates specified in the
Credit Agreement.

                  The holder of this Note is authorized to record on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date, Type and amount
of the Term Loan made by the Lender and the date and amount of each payment or
prepayment of principal thereof, each conversion of all or a portion thereof,
each continuation thereof each conversion of all or a portion thereof to another
Type and, in the case of LIBOR Loans, the length of each Interest Period and the
London Interbank Offered Rate with respect thereto. Each such recordation shall,
to the extent permitted by applicable law, constitute prima facie evidence of
the accuracy of the information so recorded, provided that the failure to make
any such recordation shall not affect the obligation of the Borrower to repay
(with applicable interest) the Term Loan made by the Lender pursuant to the
Credit Agreement.

                  This Note (a) is one of the Term Loan Notes referred to in the
Credit Agreement, dated as of June 20, 2003 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among MasterCard Incorporated, a Delaware corporation, MasterCard International
Incorporated, a Delaware corporation, the Lender, the other banks and financial
institutions from time to time parties thereto, JPMorgan Chase Bank, as back-up
administrative agent and Citibank, N.A., as administrative agent, (b) is subject
to the provisions of the Credit Agreement and (c) is subject to optional and
mandatory prepayment in whole or in part as provided in the Credit Agreement.

                  Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.

<PAGE>

                                                                               2

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment demand, protest and all other notices of any kind.

                  Unless otherwise defined herein terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                          MASTERCARD INCORPORATED

                                          By: __________________________________

                                          Name: ________________________________

                                          Title: _______________________________

<PAGE>

                                                                      SCHEDULE A
                                                                    TO TERM LOAN

             CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF TERM LOAN

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                Interest Period and
                                                                  London Interbank
                     Amount of the Term     Amount Continued     Offered Rate with      Amount of Principal of
      Date                  Loan              as Term Loan        Respect Thereto          Term Loan Repaid
---------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                 <C>                     <C>
---------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

<CAPTION>

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

                                          Unpaid Principal
                    Amount of the Term     Balance of the       Notation
      Date            Loan Converted          Term Loan          Made By
----------------------------------------------------------------------------
<S>                 <C>                   <C>                   <C>
----------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT C

                            [FORM OF SWING LINE NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.

                                 SWING LINE NOTE

$_____________                                                New York, New York
                                                                   June 20, 2003

                  FOR VALUE RECEIVED, the undersigned, MASTERCARD INCORPORATED,
a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay
to the order of CITIBANK, N.A. (the "Swing Line Lender"), at its office located
at 2 Penns Way, Suite 200, New Castle, Delaware, 19720, in lawful money of the
United States and in immediately available funds, on the Revolving Credit
Termination Date, the principal amount of _________ DOLLARS ($____) or, if less,
the aggregate unpaid principal amount of the Swing Line Loans made by the Swing
Line Lender to the Borrower pursuant to subsection 2.20 of the Credit Agreement
(as defined below). The Borrower further agrees to pay interest in like money at
said office on the unpaid principal amount of Swing Line Loans from time to time
outstanding at the rates and on the dates specified in the Credit Agreement.

                  The Swing Line Lender is authorized to record the date and the
amount of each Swing Line Loan made by the Swing Line Lender to the Borrower
pursuant to subsection 2.20 of the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof on Schedule A annexed hereto and
made a part hereof and any such recordation shall, to the extent permitted by
applicable law, constitute prima facie evidence of the accuracy of the
information so recorded, provided that any failure by the Swing Line Lender to
make such recordation shall not affect the obligation of the Borrower to repay
(with applicable interest) the Swing Line Loans made by the Swing Line Lender
pursuant to the Credit Agreement.

                  This Note (a) is the Swing Line Note referred to in the Credit
Agreement, dated as of the date hereof (as the same may be amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among
MasterCard Incorporated, a Delaware corporation, MasterCard International
Incorporated, a Delaware corporation, the Swing Line Lender, the other banks and
financial institutions from time to time parties thereto, JPMorgan Chase Bank,
as back-up administrative agent and Citibank, N.A., as administrative agent, (b)
is subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement.

                  Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.

<PAGE>

                                                                               2

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  Unless otherwise defined herein terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                            MASTERCARD INCORPORATED

                                            By: ________________________________
                                                Name:
                                                Title:

<PAGE>

                                                                               3

                                                                   SCHEDULE A TO
                                                                 SWING LINE NOTE

                              LOANS AND REPAYMENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                  Unpaid
                                                        Amount of               Principal
                               Amount of                Swing Line              Balance of
                               Swing Line                  Loans                Swing Line           Notation Made
         Date                  Loans Made                 Repaid                   Loans                  By
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                     <C>                  <C>

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                     EXHIBIT D-1

                                     FORM OF
                               CAF ADVANCE REQUEST

                                                            _____________, 200__

Citibank, N.A., as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware 19720

JPMorgan Chase Bank, as Backup Agent
[               ]

Ladies and Gentlemen:

                  Reference is made to the Credit Agreement, dated as of June
20, 2003, among the MasterCard Incorporated, a Delaware corporation, MasterCard
International Incorporated, a Delaware corporation, the Lenders named therein,
JPMorgan Chase Bank, as Backup Agent, and Citibank, N.A., as Administrative
Agent (as the same may be amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

                  This is a [Fixed Rate] [LIBOR] CAF Advance Request pursuant to
subsection 2.11 of the Credit Agreement requesting offers for the following CAF
Advances:

                  [NOTE: Pursuant to the Credit Agreement, a CAF Advance Request
                  may be transmitted in writing, by facsimile transmission, or
                  by telephone, immediately confirmed by facsimile transmission.
                  In any case, a CAF Advance Request shall contain the
                  information specified in the second paragraph of this form.]

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                             Loan 1                   Loan 2                 Loan 3
--------------------------------------------------------------------------------------------------------
<S>                                     <C>                       <C>                     <C>
Aggregate Principal Amount              $                         $                       $
--------------------------------------------------------------------------------------------------------

Borrowing Date
--------------------------------------------------------------------------------------------------------

CAF Advance Maturity Date
--------------------------------------------------------------------------------------------------------

CAF Advance Interest Payment
Dates
--------------------------------------------------------------------------------------------------------
</TABLE>

                                                     Very truly yours,
                                                     MASTERCARD INCORPORATED

                                                     By _______________________
                                                        Name:
                                                        Title:

<PAGE>

                                                                     EXHIBIT D-2

                                     FORM OF
                                CAF ADVANCE OFFER

                                                              _____, 200__

Citibank, N.A., as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware 19720

JPMorgan Chase Bank, as Backup Agent
[                  ]

Dear Sirs:

                  Reference is made to the Credit Agreement, dated as of June
20, 2003, among MasterCard Incorporated, a Delaware corporation (the
"Borrower"), MasterCard International Incorporated, a Delaware corporation, the
Lenders named therein, JPMorgan Chase Bank, as Backup Agent for such Lenders,
and Citibank, N.A., as Administrative Agent for such Lenders (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein as therein defined.

                  In accordance with subsection 2.10 of the Credit Agreement,
the undersigned Lender offers to make CAF Advances thereunder to the Borrower in
the following amounts with the following maturity dates:

<TABLE>
====================================================================================================
<S>                                                          <C>
Borrowing Date: ________, 200__                              Aggregate Maximum Amount: $_________
====================================================================================================
Maturity Date 1:                                             Maximum Amount: $_______
           ____________, 200__                               $_______ offered at ________*
                                                             $_______ offered at ________*
====================================================================================================
Maturity Date 2:                                             Maximum Amount: $_______
           ____________, 200__                               $_______ offered at ________*
                                                             $_______ offered at ________*
====================================================================================================
Maturity Date 3:                                             Maximum Amount: $_______
           ____________, 200__                               $_______ offered at ________*
                                                             $_______ offered at ________*
====================================================================================================
</TABLE>

         [NOTE: Insert the interest rate offered for the specified CAF Advance
         where indicated by an asterisk (*). In the case of LIBOR CAF Advances,
         insert a margin bid. In the case of Fixed Rate CAF Advances, insert a
         fixed rate bid.]

                                                     Very truly yours,

                                                     [NAME OF LENDER]

                                                     By__________________
                                                        Title:
                                                        Telephone No.:
                                                        Telecopy No.:

<PAGE>

                                                                     EXHIBIT D-3

                                     FORM OF
                            CAF ADVANCE CONFIRMATION

                                                         ________ __, 200__

Citibank, N.A.,
as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware 19720

JPMorgan Chase Bank,
as Backup Agent
[            ]

Ladies and Gentlemen:

                  Reference is made to the Credit Agreement, dated as of June
20, 2003, among the undersigned, MasterCard International Incorporated, the
Lenders named therein, JPMorgan Chase Bank, as Backup Agent, and Citibank, N.A.,
as Administrative Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"). Terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  In accordance with subsection 2.11 of the Credit Agreement,
the undersigned accepts and confirms the offers by the CAF Advance Lender(s) to
make CAF Advances to the undersigned on _____, 200__ under subsection 2.11 in
the (respective) amount(s) set forth on the attached list of CAF Advances
offered.

                                                     Very truly yours,

                                                     MASTERCARD INCORPORATED

                                                     By__________________
                                                        Name:
                                                        Title:

[Borrower to attach CAF Advance offer list prepared by the Administrative Agent
with accepted amount entered by the Borrower to the right of each CAF Advance
Offer].

<PAGE>

                                                                     EXHIBIT D-4

                                     FORM OF
                             CAF ADVANCE ASSIGNMENT

                  CAF Advance ASSIGNMENT, dated as of the date set forth in Item
1 of Schedule I hereto, among the Assignor Lender set forth in Item 2 of
Schedule I hereto (the "Assignor Lender"), the CAF Advance Assignee set forth in
Item 3 of Schedule I hereto (the "CAF Advance Assignee"), and CITIBANK, N.A., as
Administrative Agent for the Lenders under the Credit Agreement described below
(in such capacity, the "Administrative Agent").

                              W I T N E S S E T H :

                  WHEREAS, this CAF Advance Assignment is being executed and
delivered in accordance with subsection 10.6(c) of the Credit Agreement, dated
as of June 20, 2003, among MasterCard Incorporated, a Delaware corporation (the
"Borrower"), MasterCard International Incorporated, a Delaware corporation, the
Assignor Lender and the other Lenders parties thereto, JPMorgan Chase Bank, as
Backup Agent for the Lenders, and the Administrative Agent (as from time to time
amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Credit Agreement"; terms defined therein being used herein as
therein defined); and

                  WHEREAS, the Assignor Lender has advanced to the Borrower the
CAF Advance described in Item 5 of Schedule I hereto (the "CAF Advance"), and
the Assignor Lender is assigning the CAF Advance to the CAF Advance Assignee
pursuant to this CAF Advance Assignment;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1.       The Assignor Lender acknowledges receipt from the CAF
Advance Assignee of an amount equal to the purchase price, as agreed between the
Assignor Lender and the CAF Advance Assignee, of the outstanding principal
amount of, and accrued interest on, the CAF Advance. The Assignor Lender hereby
irrevocably sells, assigns and transfers to the CAF Advance Assignee without
recourse, representation or warranty, except as set forth in subsection 4(i)
hereof and the CAF Advance Assignee hereby irrevocably purchases, takes and
acquires from the Assignor Lender, the CAF Advance, together with all
instruments and documents pertaining thereto.

                  2.       (a) From and after the date set forth in Item 4 of
Schedule I hereto (the "Transfer Effective Date"), principal and interest that
would otherwise be payable to or for the account of the Assignor Lender pursuant
to the CAF Advance shall, instead, be payable to or for the account of the CAF
Advance Assignee, whether such amounts have accrued prior to the Transfer
Effective Date or accrue subsequent to the Transfer Effective Date.

                  (b) If Item 6 of Schedule I hereto contains payment
instructions for the CAF Advance Assignee and if the CAF Advance Assignee
delivers a copy of this CAF Advance Assignment to the Administrative Agent in
accordance with subsection 10.6(f) of the Credit Agreement at least 5 Business
Days prior to the due date of any payment to the CAF Advance Assignee, the CAF
Advance Assignee hereby instructs the Administrative Agent to pay all such
amounts payable to it pursuant to the provision of subparagraph (a) of this
paragraph 2, in accordance with such payment instructions. If Item 6 of Schedule
I hereto does not contain

<PAGE>

                                                                               2

payment instructions for the CAF Advance Assignee (or a copy hereof is not
delivered to the Administrative Agent as aforesaid), the Assignor Lender and the
CAF Advance Assignee agree that, notwithstanding the provisions of subparagraph
(a) of this paragraph 2, the Assignor Lender is hereby appointed by the CAF
Advance Assignee as its collection agent to receive from the Administrative
Agent, for and on behalf of and for the account of the CAF Advance Assignee, all
amounts payable to or for the account of the CAF Advance Assignee under the CAF
Advance; the Assignor Lender will immediately pay over to the CAF Advance
Assignee any such amounts received by it, in like funds as received.

                  3.       Each of the parties to this CAF Advance Assignment
agrees that at any time and from time to time upon the written request of any
other party, it will execute and deliver such further documents and do such
further acts and things as such other party may reasonably request in order to
effect the purposes of this CAF Advance Assignment.

                  4.       By executing and delivering this CAF Advance
Assignment, the Assignor Lender and the CAF Advance Assignee confirm to and
agree with each other and the Administrative Agent and the Lenders as follows:
(i) other than the representation and warranty that it is the legal and
beneficial owner of the interest being assigned hereby free and clear of any
adverse claim and has the corporate power and authority, and the legal right to
sell, assign and transfer the CAF Advance to the CAF Advance Assignee, the
Assignor Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other instrument or
document furnished pursuant thereto or with respect to the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or such other instrument or document furnished pursuant thereto; (ii)
the Assignor Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto;
(iii) the CAF Advance Assignee confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in subsection 3.1, the financial statements delivered pursuant to subsection
5.1, if any, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this CAF
Advance Assignment; (iv) the CAF Advance Assignee will, independently and
without reliance upon the Administrative Agent the Assignor Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in respect of the Credit
Agreement; and (v) the CAF Advance Assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with Section 8 of the Credit Agreement.

                  5.       Each party hereto represents and warrants to and
agrees with the Administrative Agent that it is aware of and will comply with
the provisions of subsection 10.6(h) of the Credit Agreement.

                  6.       THIS CAF ADVANCE ASSIGNMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>

                                                                               3

                  IN WITNESS WHEREOF, the parties hereto have caused this CAF
Advance Assignment to be executed by their respective duly authorized officers
on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

<PAGE>

                                                                 Schedule to CAF
                                                              Advance Assignment

Item 1 (Date of CAF Advance                    [Insert date of CAF Advance
Assignment):                                   Assignment]

Item 2 (Assignor Lender):                [Insert name of Assignor Lender]

Item 3 (CAF Advance Assignee):           [Insert name, address and telephone
                                         numbers and name of contact party of
                                         CAF Advance Assignee]

Item 4 (Transfer Effective Date):              [Insert Transfer Effective Date]
                                               [To be a date not less than five
                                               business days after date of CAF
                                               Advance Assignment]

Item 5 (Description of CAF Advance):

               a.  Date:

               b.  Principal Amount:

Item 6 (Payment Instructions):           [Complete only if payments are to be
                                         made by Administrative Agent to CAF
                                         Advance Assignee rather than to
                                         Assignor Lender as collection agent for
                                         CAF Advance Assignee; leave blank if
                                         Assignor Lender is to act as such
                                         collection agent]

Item 7 (Signatures):

                                         ______________________________, as
                                            Assignor Lender

                                         By:_____________________________
                                            Name:
                                            Title:

                                         ___________________________, as Bid
                                            Loan Assignee

                                         By:_____________________________
                                            Name:
                                            Title:

ACCEPTED FOR RECORDATION
IN REGISTER:

CITIBANK, N.A.,
   as Administrative Agent

By:________________________
   Name:
   Title:

<PAGE>

                                                                       EXHIBIT E

                    SWING LINE LOAN PARTICIPATION CERTIFICATE

                                                           ___________ __, 200__

[Name of Lender]
_________________
_________________
_________________

Ladies and Gentlemen:

                  Pursuant to subsection 2.13(e) of the Credit Agreement, dated
as of June 20, 2003 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"; unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined), among MasterCard
Incorporated, MasterCard International Incorporated, the several banks and other
financial institutions from time to time parties thereto (the "Lenders"),
JPMorgan Chase Bank, as back-up administrative agent for the Lenders thereunder
(in such capacity, the "Backup Agent") and Citibank, N.A., as administrative
agent for the Lenders thereunder (in such capacity, the "Agent"), the
undersigned, as Swing Line Lender under the Credit Agreement, hereby
acknowledges receipt from you on the date hereof of ___________ DOLLARS ($____)
as payment for a participating interest in the following Swing Line Loan:

         Date of Swing Line Loan:                           ______________

         Principal Amount of Swing Line Loan
           Participating Interest:                         $_____________

                                                     Very truly yours,

                                                     CITIBANK, N.A.

                                         By:__________________________________
                                            Name:
                                            Title:

<PAGE>

                                                                       EXHIBIT F

             [FORM OF OPINION OF GENERAL COUNSEL TO THE BORROWER AND
                                 INTERNATIONAL]

                                                              _________, 2003

To (a) the several banks and other financial
   institutions parties on the date hereof to
   the Agreement referred to below, (b) JPMorgan
   Chase Bank, as Backup Agent under said Agreement
   and (c) Citibank, N.A., as Administrative
   Agent under said Agreement.

Dear Sirs:

                  I am General Counsel of MasterCard Incorporated, a Delaware
corporation (the "Borrower") and MasterCard International Incorporated, a
Delaware corporation ("International" and together with the Borrower, the
"Obligors"), and am familiar with the Credit Agreement, dated as of June 20,
2003 (the "Agreement"), among the Borrower, MasterCard International the banks
and other financial institutions parties thereto (the "Lenders"), JPMorgan Chase
Bank, as Backup Agent for the Lenders (in such capacity, the "Backup Agent"),
and Citibank, N.A., as Administrative Agent for the Lenders (in such capacity,
the "Administrative Agent"). This opinion is delivered to you pursuant to
subsection 4.1(h) of the Agreement. Terms used herein which are defined in the
Agreement shall have the respective meanings set forth in the Agreement, unless
otherwise defined herein.

                  In connection with this opinion, I have examined an executed
copy of the Agreement, and such corporate documents and records of each Obligor
and its Subsidiaries and certificates of public officials and officers of each
Obligor and its Subsidiaries, and such other documents, as I have deemed
necessary or appropriate for the purposes of this opinion. For the purposes of
this opinion, I have assumed (i) the genuineness of all signatures of, and the
authority of, Persons signing the Agreement on behalf of parties thereto other
than the Obligors, (ii) the authenticity of all documents submitted to me as
originals and (iii) the conformity to authentic original documents of all
documents submitted to me as certified, conformed or photostatic copies.

                  Based upon the foregoing, I am of the opinion that:

                  i.       Each Obligor and its Subsidiaries (a) is an entity
duly organized, validly existing and in good standing (to the extent applicable)
under the laws of the jurisdiction of its incorporation, (b) has the 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 and (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified and in good standing
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

<PAGE>

                                                                               2

                  ii.      The execution, delivery and performance by each
Obligor of the Agreement are within the corporate powers of such Obligor, have
been duly authorized by all necessary corporate action (including any necessary
shareholder approval), require no governmental approval, and do not contravene
any law or regulation applicable to, including, without limitation, Regulation
T, U or X of the Board, or any contractual restriction binding on, each Obligor.

                  iii.     The Agreement has been duly executed and delivered by
each Obligor and constitutes a legal, valid and binding obligation of each
Obligor enforceable against in accordance with its terms except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). 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 or validity of
the Agreement other than those expressly required by the terms of the Agreement.

                  iv.      To the best of my knowledge after due inquiry, except
to the extent set forth in Schedule 3.6 attached to the Agreement, there are no
pending or threatened actions or proceedings affecting either Obligor or any of
its Subsidiaries which, if determined adversely to either Obligor or such
Subsidiary, would have a Material Adverse Effect.

                  v.       Neither Obligor is an "investment company" or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended. Neither Obligor is a "Holding
Company" or a "Subsidiary Company" of a "Holding Company" or an "Affiliate" of a
"Holding Company", as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended.

                  I am a member of the Bar of the State of New York and express
no opinion on any laws other than the laws of the State of New York and the
federal laws of the United States.

                                                     Very truly yours,

<PAGE>

                                                                       EXHIBIT G

                                     FORM OF
                                BORROWING NOTICE

Citibank, N.A.,
as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Agency Department

JPMorgan Chase Bank,
as Backup Agent
[               ]

Dear Sirs:

                  This Borrowing Notice is delivered to you by the undersigned
(the "Borrower") in connection with subsection 2.2 of the Credit Agreement,
dated as of June 20, 2003 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, MasterCard
International Incorporated, the several banks and other financial institutions
from time to time parties thereto (the "Lenders"), JPMorgan Chase Bank, as
Backup Agent for the Lenders, and Citibank, N.A., as Administrative Agent for
the Lenders. Unless otherwise defined herein, capitalized terms used herein have
the meanings provided in the Credit Agreement.

                  The Borrower hereby requests that Loans be made in the
aggregate principal amount of $_________ on __________, 200__ (the "Borrowing
Date"). The Borrower requests that such Loans be made as1 [LIBOR Loans in a
principal amount of $______ having an initial Interest Period of _____ months]
[ABR Loans in a principal amount of $____________]. The Borrower requests that
the Loans requested be paid into account at [bank].

                  The Borrower hereby certifies that the representations and
warranties contained in Section 3 [(other than subsections 3.5 and 3.6)]2 of the
Credit Agreement will be true as of the Borrowing Date with the same effect as
if made on and as of such date both before and after giving effect to the Loans
to be made on the Borrowing Date and that no event has occurred, or will result
from the making of the Loans to be made on the Borrowing Date, which constitutes
a Default or an Event of Default.

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

(1) Insert appropriate interest rate option, and, if applicable, number of
months. If Loans are to be a combination of LIBOR and ABR Loans, specify the
respective amounts of each type.

(2) Insert only for borrowings other than the initial borrowing.

<PAGE>

                                                                               2

                  IN WITNESS WHEREOF, the Borrower has caused this request and
certificate to be executed and delivered by its duly authorized officer this
________ day of _________, 200__.

                                              MasterCard Incorporated

                                              By:___________________________
                                                  Name:
                                                  Title:

<PAGE>

                                                                       EXHIBIT H

                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement, dated as of June
20, 2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among MasterCard Incorporated, a Delaware corporation (the
"Borrower"), MasterCard International Incorporated, a Delaware corporation, the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), JPMorgan Chase Bank, as back-up administrative agent for the
Lenders (in such capacity, the "Backup Agent"), and Citibank, N.A., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

                  __________ (the "Assignor") and _______ (the "Assignee") agree
as follows:

                  i.       The Assignor hereby irrevocably sells and assigns to
the Assignee without recourse to the Assignor, and the Assignee hereby
irrevocably purchases and assumes from the Assignor without recourse to the
Assignor, as of the Effective Date (as defined below) (but not prior to the
registration of the information contained herein in the Register pursuant to
subsection 10.6(e) of the Credit Agreement), an interest (the "Assigned
Interest") in and to the Assignor's rights and obligations under the Credit
Agreement with respect to those credit facilities contained in the Credit
Agreement as are set forth on Schedule 1 (individually, an "Assigned Facility";
collectively, the "Assigned Facilities"), in a principal amount for each
Assigned Facility as set forth on Schedule 1.

                  ii.      The Assignor (a) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto, or
with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that the
Assignor has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower, any of its Subsidiaries or
any other obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) (i) requests that the
Administrative Agent, upon request by the Assignee, (a) exchange any attached
Notes for a new Note or Notes payable to the Assignee or, (b) if the Assignor
does not hold any Notes, issue a new Note or Notes payable to the Assignee and
(ii) if (A) the Assignor has retained any interest in the Assigned Facility and
(B) the Assignor holds any Notes, requests that the Administrative Agent
exchange the attached Notes for a new Note or Notes payable to the Assignor, in
each case in amounts which reflect the assignment being made hereby (and after
giving effect to any other assignments which have become effective on the
Effective Date).

                  iii.     The Assignee (a) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance; (b) confirms
that it has received a copy of the Credit

<PAGE>

                                                                               2

Agreement, together with copies of the financial statements referred to in or
delivered pursuant to subsections 3.1 and 5.1 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as administrative
agent on its behalf and to exercise such powers and discretion under the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental thereto;
and (e) agrees that it will be a party to and bound by the provisions of the
Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligations pursuant to subsection
2.21 (b) of the Credit Agreement.

                  iv.      The effective date of this Assignment and Acceptance
shall be ____, 200_ (the "Effective Date"). Following the execution of this
Assignment and Acceptance and the consent hereto by the Borrower to the extend
required under the Credit Agreement, it will be delivered to the Administrative
Agent for acceptance by it and recording by the Administrative Agent pursuant to
the Credit Agreement, effective as of the Effective Date (which shall not,
unless otherwise agreed to by the Administrative Agent, be earlier than five
Business Days after the date of such acceptance and recording by the
Administrative Agent).

                  v.       Upon such acceptance and recording, from and after
the Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor and Assignee. The Assignor and the Assignee shall
make all appropriate adjustments in payments by the Administrative Agent for
periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.

                  vi.      From and after the Effective Date, (a) the Assignee
shall be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights (except pursuant to subsections
2.20, 2.21 and 10.5 of the Credit Agreement) and be released from its
obligations under the Credit Agreement.

                  vii.     This Assignment and Acceptance shall be governed by
and construed in accordance with the law of the State of New York.

                  viii.    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.

<PAGE>

                                                                               3

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.

<PAGE>

                                                                      Schedule 1
                                                    to Assignment and Acceptance

Re: Assignment and Acceptance relating to the Credit Agreement, dated as of June
20, 2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among MasterCard Incorporated, a Delaware corporation (the
"Borrower"), MasterCard International Incorporated, a Delaware corporation, the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), JPMorgan Chase Bank, as back-up administrative agent for the
Lenders (in such capacity, the "Backup Agent"), and Citibank, N.A., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent" ).

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

<TABLE>
<CAPTION>
     Credit                               Principal
Facility Assigned                       Amount Assigned
-----------------                       ---------------
<S>                                     <C>
Revolving Credit                          $_________
</TABLE>

The terms set forth above are hereby agreed to by:

[NAME OF ASSIGNEE]                                       [NAME OF ASSIGNOR]

By___________________________                            By____________________
Name:                                                    Name:
Title:                                                   Title:

Accepted:                                                Consented To:

CITIBANK, N.A., as                                       MASTERCARD INCORPORATED
Administrative Agent

By___________________________                            By____________________
Name:                                                    Name:
Title:                                                   Title:

<PAGE>

                                                                       EXHIBIT I

                          [FORM OF CLOSING CERTIFICATE]

                               CLOSING CERTIFICATE

                  Pursuant to subsections 4.1 (c), 4.1(d), 4.1(e), 4.1(f) and
4.1(g) of the Credit Agreement, dated as of June 20, 2003 (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among MasterCard Incorporated, a Delaware corporation ("the
"Borrower"), MasterCard International Incorporated, a Delaware corporation
("International"), the several banks and other financial institutions from time
to time parties thereto (the "Lenders"), JPMorgan Chase Bank, as back-up
administrative agent for the Lenders, and Citibank, N.A., as administrative
agent for the Lenders, the undersigned, ________ of [Borrower] [International]
______________, hereby certifies as follows:

                  1.       The representations and warranties of [Borrower]
         [International] set forth in the Credit Agreement and each of the other
         Loan Documents to which it is a party are true and correct on and as of
         the date hereof as if made on and as of the date hereof;

                  2.       No Default or Event of Default has occurred and is
         continuing as of the date hereof or will occur after giving effect to
         the making of the Loans on the date hereof or the consummation of each
         of the transactions contemplated by the Loan Documents; and

                  3.       ____________ is and at all times since _______ __,
         _____, has been the duly elected and qualified [Assistant] Secretary of
         [Borrower] [International] and the signature set forth on the signature
         line for such officer below is such officer's true and genuine
         signature;

                  and the undersigned [Assistant] Secretary of [Borrower]
         [International] hereby certifies as follows:

                  4.       There are no liquidation or dissolution proceedings
         pending or to my knowledge threatened against [Borrower]
         [International] or any of its Subsidiaries, nor has any other event
         occurred affecting or threatening the corporate existence of [Borrower]
         [International] or any of its Subsidiaries;

                  5.       [Borrower] [International] is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         Delaware;

                  6.       (i) Attached hereto as Exhibit A is a true and
         complete copy of resolutions duly adopted by the Board of Directors of
         [Borrower] [International] on __________ __, _____; such resolutions
         have not in any way been amended, modified, revoked or rescinded and
         have been in full force and effect since their adoption to and
         including the date hereof and are now in full force and effect; such
         resolutions are the only corporate proceedings of [Borrower]
         [International] now in force relating to or affecting the matters
         referred to therein;

<PAGE>

                                                                               2

                           (ii) attached hereto as Exhibit B is a true and
         complete copy of the by-laws of [Borrower] [International] as in effect
         at all times since ______ __, _____, to and including the date hereof,
         and

                           (iii) attached hereto as Exhibit C is a true and
         complete copy of the certificate of incorporation of [Borrower]
         [International], as amended or restated on or prior to the date hereof
         and as in effect at all times since _______ __, _____, to and including
         the date hereof; and

                  7.       The following persons are now duly elected and
         qualified officers of [Borrower] [International], holding the offices
         indicated next to their respective names below, and such officers have
         held such offices with [Borrower] [International] at all times since
         _______ __, _____, to and including the date hereof, and the signatures
         appearing opposite their respective names below are the true and
         genuine signatures of such officers, and each of such officers is duly
         authorized to execute and deliver on behalf of [Borrower]
         [International], the Credit Agreement and the other Loan Documents to
         which it is a party and any certificate or other document to be
         delivered by [Borrower] [International] pursuant to the Credit
         Agreement or any such Loan Document:

<TABLE>
<CAPTION>
 Name                       Office                  Signature
<S>                  <C>                            <C>
[     ]              [    ] ---------------

[     ]              [    ] ---------------
</TABLE>

                  Unless otherwise defined herein, capitalized terms which are
defined in the Credit Agreement and used herein are so used as so defined.

<PAGE>

                                                                               3

                  IN WITNESS WHEREOF, the undersigned have hereunto set our
names and affixed the corporate seal.

MASTERCARD INCORPORATED                  MASTERCARD INTERNATIONAL
                                         INCORPORATED

By:___________________________           By:___________________________
   Name:                                    Name:
   Title: [Vice] President                  Title: [Assistant] Secretary

Date: __________, 2003

<PAGE>

                                                                       EXHIBIT J

                        [FORM OF COMPLIANCE CERTIFICATE]

                  Pursuant to subsection 5.2(b) of the Credit Agreement, dated
as of June 20, 2003 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among MasterCard
Incorporated, a Delaware corporation (the "Borrower"), MasterCard International
Incorporated, a Delaware corporation, the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), JPMorgan Chase
Bank, as back-up administrative agent for the Lenders, and Citibank, N.A., as
administrative agent for the Lenders, the undersigned, ______________ of the
Borrower, hereby certifies that during the period [_______] to [_________],
except as set forth on Schedule I hereto:

                  1.       The representations and warranties of the Borrower
         set forth in the Credit Agreement and each of the other Loan Documents
         or which are contained in any certificate, document or financial or
         other statement furnished pursuant to or in connection with the Credit
         Agreement were true and correct in all material respects on and as of
         the date hereof with the same effect as if made on the date hereof,
         except for representations and warranties expressly stated to relate to
         a specific earlier date, in which case such representations and
         warranties were true and correct as of such earlier date;

                  2.       The negative covenant set forth in subsection 6.1 of
         the Credit Agreement regarding the Maintenance of Net Worth has been
         calculated as follows:

                  $475,000,000

                  + 50% of [$________] Consolidated Net Income (if positive)] of
                  the Borrower for each quarter ending after March 31, 2003

                  = TOTAL [$_____]

                  [$__________] [Consolidated Net Worth] must be greater than or
                  equal to

                  TOTAL [$_____]

                  3.       No Default or Event of Default has occurred and is
         continuing as of the date hereof;

                  4.       There have been no liquidation or dissolution
         proceedings pending or to my knowledge threatened against the Borrower,
         any of its Subsidiaries, nor to my knowledge has there been any other
         event occurred affecting or threatening the existence of the Borrower
         or any Subsidiary, except as permitted by the Credit Agreement;

                  5.       No litigation, investigation or proceeding of or
         before any arbitrator or Governmental Authority is pending or, to my
         knowledge, threatened by or against the Borrower 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

<PAGE>

                                                                               2

         contemplated hereby or thereby, or (b) which could, individually or in
         the aggregate, reasonably be expected to have a Material Adverse
         Effect;

                  Unless otherwise defined herein, capitalized terms which are
defined in the Credit Agreement and used herein are so used as so defined.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his or
her name and affixed the corporate seal.

                                         MASTERCARD INCORPORATED

                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________

Date: __________ __, 200__

<PAGE>

                                                                   Schedule I to
                                                          Compliance Certificate

                                  [DISCLOSURE]

<PAGE>

                                                                     EXHIBIT K-1

                         [FORM OF NEW LENDER SUPPLEMENT]

                  SUPPLEMENT, dated ___________, to the Credit Agreement dated
as of June 20, 2003 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among MASTERCARD
INCORPORATED, a Delaware corporation (the "Borrower"), MASTERCARD INTERNATIONAL
INCORPORATED, a Delaware corporation, the several banks and other financial
institutions parties thereto (the "Lenders"), JPMORGAN CHASE BANK, as back-up
administrative agent (in such capacity, the "Backup Agent") and CITIBANK, N.A.,
as administrative agent (in such capacity, the "Administrative Agent") for the
Lenders.

                              W I T N E S S E T H :

                  WHEREAS, the Credit Agreement provides in subsection 2.25(b)
thereof that any bank, financial institution or other entity, although not
originally a party thereto, may become a party to the Credit Agreement with the
consent of the Borrower and the Administrative Agent by executing and delivering
to the Borrower and the Administrative Agent a supplement to the Credit
Agreement in substantially the form of this Supplement; and

                  WHEREAS, the undersigned was not an original party to the
Credit Agreement but now desires to become a party thereto;

                  NOW, THEREFORE, the undersigned hereby agrees as follows:

                  1.       The undersigned agrees to be bound by the provisions
         of the Credit Agreement, and agrees that it shall, on the date this
         Supplement is accepted by the Borrower and the Administrative Agent,
         become a Lender for all purposes of the Credit Agreement to the same
         extent as if originally a party thereto, with a Commitment of $____.

                  2.       The undersigned (a) represents and warrants that it
         is legally authorized to enter into this Supplement; (b) confirms that
         it has received a copy of the Credit Agreement, together with copies of
         the financial statements delivered pursuant to subsection 3.1 thereof
         and such other documents and information as it has deemed appropriate
         to make its own credit analysis and decision to enter into this
         Supplement; (c) agrees that it has made and will, independently and
         without reliance upon the Administrative Agent or any other Lender and
         based on such documents and information as it shall deem appropriate at
         the time, continue to make its own credit decisions in taking or not
         taking action under the Credit Agreement or any instrument or document
         furnished pursuant hereto or thereto; (d) appoints and authorizes the
         Administrative Agent to take such action as administrative agent on its
         behalf and to exercise such powers and discretion under the Credit
         Agreement or any instrument or document furnished pursuant hereto or
         thereto as are delegated to the Administrative Agent by the terms
         thereof, together with such powers as are incidental thereto; and (e)
         agrees that it will be bound by the provisions of the Credit Agreement
         and will perform in accordance with its terms all the obligations which
         by the terms of the Credit Agreement are required to be performed by it
         as a Lender including, without limitation, if it is organized under

<PAGE>

                                                                               2

         the laws of a jurisdiction outside the United States, its obligation
         pursuant to subsection 2.23(b) of the Credit Agreement.

                  3.       The undersigned's address for notices for the
         purposes of the Credit Agreement is as follows:

                  4.       Terms defined in the Credit Agreement shall have
         their defined meanings when used herein.

                  IN WITNESS WHEREOF, the undersigned has caused this Supplement
to be executed and delivered by a duly authorized officer on the date first
above written.

                                                     [INSERT NAME OF LENDER]

                                                     By_________________________
                                                       Name:
                                                       Title:

Accepted this ___ day of
____________, ___.

MASTERCARD INCORPORATED

By_______________________
  Name:
  Title:

Accepted this _____ day of
____________, ____.

CITIBANK, N.A., as Administrative Agent

By_____________________
  Name:
  Title:

<PAGE>

                                                                     EXHIBIT K-2

                    [FORM OF COMMITMENT INCREASE SUPPLEMENT]

                  SUPPLEMENT, dated ____________, to the Credit Agreement dated
as of June 20, 2003 (as the same may be amended, supplemented otherwise modified
from time to time, the "Credit Agreement"), among MASTERCARD INCORPORATED, a
Delaware corporation (the "Borrower"), MASTERCARD INTERNATIONAL INCORPORATED, a
Delaware corporation, the several banks and other financial institutions parties
thereto (the "Lenders"), JPMORGAN CHASE BANK, as back-up agent (in such
capacity, the "Backup Agent") and CITIBANK, N.A., as administrative
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders.

                              W I T N E S S E T H :

                  WHEREAS, the Credit Agreement provides in subsection 2.25(c)
thereof that any Lender with (when applicable) the consent of the Borrower may
increase the amount of its Commitment by executing and delivering to the
Borrower and the Administrative Agent a supplement to the Credit Agreement in
substantially the form of this Supplement; and

                  WHEREAS, the undersigned now desires to increase the amount of
its Commitment under the Credit Agreement;

                  NOW THEREFORE, the undersigned hereby agrees as follows:

                  1.       The undersigned agrees, subject to the terms and
         conditions of the Credit Agreement, that on the date this Supplement is
         accepted by the Borrower and the Administrative Agent it shall have its
         Commitment increased by $ ________, thereby making the amount of its
         Commitment $________.

                  2.       Terms defined in the Credit Agreement shall have
         their defined meanings when used herein.

<PAGE>

                                                                               2

                  IN WITNESS WHEREOF, the undersigned has caused this Supplement
to be executed and delivered by a duly authorized officer on the date first
above written.

                                                     [INSERT NAME OF LENDER]

                                                     By_________________________
                                                       Name:
                                                       Title:

Accepted this ________ day of
________________, ____.

MASTERCARD INCORPORATED

By____________________
  Name:
  Title:

Accepted this ________ day of
_____________, ____.

CITIBANK, N.A., as Administrative Agent

By_____________________
  Name:
  Title:


</TEXT>
</DOCUMENT>
