ACE LTD
CREDIT AGREEMENT DATED MAY 30, 2002
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>3
<FILENAME>dex1061.txt
<DESCRIPTION>CREDIT AGREEMENT DATED MAY 30, 2002
<TEXT>
<PAGE>

                                                                   Exhibit 10.61

                                                                [EXECUTION COPY]

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



                                  $100,000,000

                        364-DAY REVOLVING CREDIT FACILITY






                                CREDIT AGREEMENT





                                      Among


                              ACE GUARANTY RE INC.

                                       and

                             THE BANKS PARTY HERETO

                                       and

                               ABN AMRO BANK N.V.,

                             As Administrative Agent

                                       and





                            Dated as of May 30, 2002

                       __________________________________

                              ABN AMRO INCORPORATED

                              As Syndication Agent,
                          Lead Arranger, and Bookrunner

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

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                                TABLE OF CONTENTS

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ARTICLE I - CERTAIN DEFINITIONS............................................      1
      Section 1.01   Certain Definitions...................................      1
      Section 1.02   Construction..........................................     14
           (a)       Number; Inclusion.....................................     14
           (b)       Determination.........................................     14
           (c)       Agent's Discretion and Consent........................     14
           (d)       Documents Taken as a Whole............................     14
           (e)       Headings..............................................     14
           (f)       Implied References to this Agreement..................     14
           (g)       Persons...............................................     14
           (h)       Modifications to Documents............................     14
           (i)       From, To and Through..................................     14
           (j)       Shall; Will...........................................     15
      Section 1.03   Accounting Principles.................................     15

ARTICLE II -REVOLVING CREDIT FACILITY......................................     15
      Section 2.01   Revolving Credit Commitments..........................     15
      Section 2.02   Nature of Banks' Obligations with Respect to
                     Revolving Credit Loans................................     15
      Section 2.03   Facility Fees.........................................     16
      Section 2.04   Utilization Fee.......................................     16
      Section 2.05   Revolving Credit Loan Requests........................     16
      Section 2.06   Making Revolving Credit Loans.........................     16
      Section 2.07   Use of Proceeds.......................................     16
      Section 2.08   Bid Loan Facility.....................................     16
           (a)       Bid Loan Requests.....................................     16
           (b)       Bidding...............................................     17
           (c)       Accepting Bids........................................     17
           (d)       Funding Bid Loans.....................................     18
           (e)       Several Obligations...................................     18
           (f)       Bid Notes.............................................     18
      Section 2.09   Extension by Banks of the Expiration Date.............     18
           (a)       Requests; Approval by All Banks.......................     18
           (b)       Approval by Required Banks............................     18

ARTICLE III - INTEREST RATES...............................................     19
      Section 3.01   Interest Rate Options.................................     19
           (a)       Revolving Credit Interest Rate Options................     19
           (b)       Rate Quotations.......................................     19
           (c)       Change in Fees or Interest Rates......................     20
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                                TABLE OF CONTENTS

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      Section 3.02   Committed Loans Interest Periods......................     20
           (a)       Amount of Borrowing Tranche...........................     20
           (b)       Renewals..............................................     20
      Section 3.03   Interest After Default................................     20
           (a)       Interest Rate.........................................     20
           (b)       Other Obligations.....................................     20
           (c)       Acknowledgment........................................     20
      Section 3.04   Euro-Rate Unascertainable; Illegality; Increased
                     Costs; Deposits Not Available.........................     21
           (a)       Unascertainable.......................................     21
           (b)       Illegality; Increased Costs; Deposits Not Available...     21
           (c)       Agent's and Bank's Rights.............................     21
      Section 3.05   Selection of Interest Rate Options....................     22

ARTICLE IV - PAYMENTS......................................................     22
      Section 4.01   Payments..............................................     22
      Section 4.02   Pro Rata Treatment of Banks...........................     22
      Section 4.03   Interest Payment Dates................................     23
      Section 4.04   Voluntary Prepayments.................................     23
           (a)       Right to Prepay.......................................     23
           (b)       Replacement of a Bank.................................     24
           (c)       Change of Lending Office..............................     24
      Section 4.05   Reduction or Termination of Commitments...............     24
      Section 4.06   Additional Compensation in Certain Circumstances......     24
           (a)       Increased Costs or Reduced Return Resulting From
                     Taxes, Reserves, Capital Adequacy Requirements,
                     Expenses, Etc.........................................     24
           (b)       Indemnity.............................................     25
      Section 4.07   Taxes.................................................     26
           (a)       No Deductions.........................................     26
           (b)       Stamp Taxes...........................................     26
           (c)       Indemnification for Taxes Paid by a Bank..............     26
           (d)       Certificate...........................................     26
           (e)       Survival..............................................     26
      Section 4.08   Judgment Currency.....................................     27
           (a)       Currency Conversion Procedures for Judgments..........     27
           (b)       Indemnity in Certain Events...........................     27
      Section 4.09   Notes, Maturity.......................................     27

ARTICLE V - REPRESENTATIONS AND WARRANTIES.................................     27
      Section 5.01   Representations and Warranties........................     27
           (a)       Organization and Qualification........................     27
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                                TABLE OF CONTENTS

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           (b)       Capitalization and Subsidiaries.......................     27
           (c)       Power and Authority...................................     27
           (d)       Validity and Binding Effect...........................     27
           (e)       No Conflict...........................................     28
           (f)       Litigation............................................     28
           (g)       Title to Properties...................................     28
           (h)       Financial Statements, Reinsurance Coverage............     28
           (i)       Use of Proceeds; Margin Stock.........................     29
           (j)       Full Disclosure.......................................     29
           (k)       Taxes.................................................     29
           (l)       Consents and Approvals................................     29
           (m)       No Event of Default; Compliance With Instruments......     29
           (n)       Licenses, Etc.........................................     30
           (o)       Insurance.............................................     30
           (p)       Compliance With Laws..................................     30
           (q)       Material Contracts; Burdensome Restrictions...........     30
           (r)       Investment Companies; Regulated Entities..............     30
           (s)       Plans and Benefit Arrangements........................     30
           (t)       Senior Debt Status....................................     31
      Section 5.02   Continuation of Representations.......................     31

ARTICLE VI - CONDITIONS OF LENDING.........................................     31
      Section 6.01   First Loans...........................................     31
           (a)       Representations and Warranties True and Complete,
                     No Defaults...........................................     31
           (b)       Secretary's Certificate...............................     32
           (c)       Delivery of Notes, Guaranty Agreements, and Loan
                     Request...............................................     32
           (d)       Opinion of Counsel....................................     32
           (e)       Legal Details.........................................     32
           (f)       Payment of Fees.......................................     32
           (g)       No Material Adverse Change............................     33
      Section 6.02   Each Additional Loan..................................     33

ARTICLE VII - COVENANTS....................................................     33
      Section 7.01   Affirmative Covenants.................................     33
           (a)       Preservation of Existence, Etc........................     33
           (b)       Payment of Liabilities, Including Taxes, Etc..........     33
           (c)       Maintenance of Insurance..............................     33
           (d)       Maintenance of Properties and Leases..................     34
           (e)       Maintenance of Licenses, Etc..........................     34
           (f)       Visitation Rights.....................................     34
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                                TABLE OF CONTENTS

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           (g)       Keeping of Records and Books of Account...............     34
           (h)       Plans and Benefit Arrangements........................     34
           (i)       Compliance With Laws..................................     34
           (j)       Use of Proceeds.......................................     35
           (k)       Senior Debt Status....................................     35
      Section 7.02   Negative Covenants....................................     35
           (a)       Indebtedness..........................................     35
           (b)       Liens.................................................     36
           (c)       Guaranties............................................     36
           (d)       Loans and Investments.................................     36
           (e)       Dividends and Related Distributions...................     36
           (f)       Liquidations, Mergers, Consolidations, Acquisitions...     36
           (g)       Dispositions of Assets or Subsidiaries................     37
           (h)       Affiliate Transactions................................     38
           (i)       Subsidiaries, Partnerships and Joint Ventures.........     38
           (j)       Continuation of or Changes in Business................     38
           (k)       Plans and Benefit Arrangements........................     39
           (l)       Fiscal Year...........................................     39
           (m)       Minimum Statutory Capital.............................     39
           (n)       Maximum Exposure Ration...............................     39
           (o)       Maximum Debt to Total Capitalization Ratio............     39
           (p)       Maximum Collateralized Credit Derivative Guaranties...     39
      Section 7.03   Reporting Requirements................................     39
           (a)       Quarterly Financial Statements........................     39
           (b)       Annual Financial Statements...........................     40
           (c)       Certificate of the Borrower...........................     40
           (d)       Notice of Default.....................................     40
           (e)       Off-Balance Sheet Financing...........................     41
           (f)       Notice of Litigation..................................     41
           (g)       Notice of Change in Insurer Financial Strength
                     Rating................................................     41
           (h)       Sale of Assets........................................     41
           (i)       Budgets, Other Reports and Information................     41

ARTICLE VIII - DEFAULT.....................................................     41
      Section 8.01   Events of Default.....................................     41
           (a)       Payments Under Loan Documents.........................     41
           (b)       Breach of Warranty....................................     41
           (c)       Breach of Negative Covenants or Visitation Rights.....     42
           (d)       Breach of Other Covenants.............................     42
           (e)       Defaults in Other Agreements or Indebtedness..........     42
           (f)       Final Judgments or Orders.............................     42
           (g)       Loan Documents Unenforceable..........................     42
</TABLE>

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                                TABLE OF CONTENTS

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<S>                                                                           <C>
           (h)       Losses, Proceedings Against Assets....................     42
           (i)       Notice of Lien or Assessment..........................     42
           (j)       Insolvency............................................     43
           (k)       Events Relating to Plans and Benefit Arrangements.....     43
           (l)       Change of Control.....................................     43
           (m)       Involuntary Proceedings...............................     43
           (n)       Voluntary Proceedings.................................     43
      Section 8.02   Consequences of Event of Default......................     44
           (a)       Events of Default Other Than Bankruptcy, Insolvency
                     or Reorganization Proceedings.........................     44
           (b)       Bankruptcy, Insolvency or Reorganization Proceedings..     44
           (c)       Set-off...............................................     44
           (d)       Suits, Actions, Proceedings...........................     44
           (e)       Application of Proceeds...............................     45
           (f)       Other Rights and Remedies.............................     45
      Section 8.03   Right of Competitive Bid Loan Banks...................     45

ARTICLE IX - THE AGENT.....................................................     45
      Section 9.01   Appointment...........................................     45
      Section 9.02   Delegation of Duties..................................     46
      Section 9.03   Nature of Duties, Independent Credit Investigation....     46
      Section 9.04   Actions in Discretion of Agent Instructions From the
                     Banks.................................................     46
      Section 9.05   Reimbursement and Indemnification of Agent by the
                     Borrower..............................................     46
      Section 9.06   Exculpatory Provisions, Limitation of Liability.......     47
      Section 9.07   Reimbursement and Indemnification of Agent by Banks...     47
      Section 9.08   Reliance by Agent.....................................     48
      Section 9.09   Notice of Default.....................................     48
      Section 9.10   Notices...............................................     48
      Section 9.11   Banks in Their Individual Capacities..................     48
      Section 9.12   Holders of Notes......................................     49
      Section 9.13   Equalization of Banks.................................     49
      Section 9.14   Successor Agent.......................................     49
      Section 9.15   Agent's Fee ..........................................     50
      Section 9.16   Availability of Funds.................................     50
      Section 9.17   Calculations..........................................     50
      Section 9.18   Beneficiaries.........................................     50

ARTICLE X - MISCELLANEOUS..................................................     50
      Section 10.01  Modifications, Amendments or Waivers..................     50
           (a)       Increase of Commitment, Extension of Expiration
                     Datet.................................................     50
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                                TABLE OF CONTENTS

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           (b)       Extension of Payment, Reduction of Principal
                     Interest or Fees, Modification of Terms of Payment....     51
           (c)       Release of Collateral or Guarantor....................     51
           (d)       Miscellaneous.........................................     51
      Section 10.02  No Implied Waivers, Cumulative Remedies, Writing
                     Required..............................................     51
      Section 10.03  Reimbursement and Indemnification of Banks by the
                     Borrower; Taxes.......................................     51
      Section 10.04  Holidays..............................................     52
      Section 10.05  Funding by Branch Subsidiary, or Affiliate............     52
           (a)       National Funding......................................     52
           (b)       Actual Funding........................................     52
      Section 10.06  Notices...............................................     53
      Section 10.07  Severability..........................................     53
      Section 10.08  Governing Law.........................................     53
      Section 10.09  Prior Understanding...................................     54
      Section 10.01  Duration, Survival....................................     54
      Section 10.11  Successors and Assigns................................     54
      Section 10.12  Confidentiality.......................................     55
           (a)       General...............................................     55
           (b)       Sharing Information With Affiliates of the Banks......     56
      Section 10.13  Counterparts..........................................     56
      Section 10.14  Agent's or Bank's Consent.............................     56
      Section 10.15  Exceptions............................................     56
      Section 10.16  CONSENT TO FORUM, WAIVER OF JURY TRIAL................     56
      Section 10.17  Tax Withholding Clause................................     56
      Section 10.18  Joinder of Guarantors.................................     57
</TABLE>

                                      -vi-

<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.01(A)       -   PRICING GRID
SCHEDULE 1.01(B)       -   COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.01(P)       -   EXISTING LIENS
SCHEDULE 5.01(h)       -   REINSURANCE COVERAGE
SCHEDULE 7.02(a)       -   EXISTING INDEBTEDNESS

EXHIBITS

EXHIBIT 1.01(A)        -   ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.01(B)        -   BID NOTE
EXHIBIT 1.01(G)(1)     -   GUARANTOR JOINDER
EXHIBIT 1.01(G)(2)-1   -   GUARANTY AGREEMENT OF ACE LIMITED
EXHIBIT 1.01(G)(2)-2   -   GUARANTY AGREEMENT OF MATERIAL SUBSIDIARIES
EXHIBIT 1.01(R)        -   REVOLVING CREDIT NOTE
EXHIBIT 2.05           -   COMMITTED LOAN REQUEST
EXHIBIT 2.08(a)        -   BID LOAN REQUEST
EXHIBIT 6.01(d)        -   OPINION(S) OF COUNSEL
EXHIBIT 7.03(c)        -   QUARTERLY COMPLIANCE CERTIFICATE

                                      -vii-

<PAGE>

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT is dated as of May 30, 2002, and is made by and among
ACE GUARANTY RE INC., a Maryland corporation (the "Borrower"), the BANKS (as
hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative
agent for the Banks under this Agreement (hereinafter referred to in such
capacity as the "Agent") and sole bookrunner, and Commerzbank AG, New York and
Grand Cayman Branches, Fleet National Bank and Westdeutsche Landesbank
Girozentrale, New York Branch, as Co-Documentation Agents.

                                   WITNESSETH:

     WHEREAS, the Borrower has requested the Banks to provide a 364-day
revolving credit facility to the Borrower in an aggregate principal amount not
to exceed the Commitments of the Banks; and

     WHEREAS, such revolving credit facility shall be used for the general
corporate purposes of Borrower; and

     WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth, hereby covenant and agree as
follows:

                        ARTICLE I - CERTAIN DEFINITIONS

          Section 1.01 Certain Definitions. In addition to words and terms
defined elsewhere in this Agreement, the following words and terms shall have
the following meanings, respectively, unless the context hereof clearly requires
otherwise:

          ABN AMRO Bank or ABN AMRO shall mean ABN AMRO Bank N.V., its
successors and assigns.

          ACE shall mean ACE Limited, a Cayman Islands company.

          Affiliate as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by, or is under common control
with, such Person, (ii) which beneficially owns or holds 5% or more of any class
of the voting or other equity interests of such Person, or (iii) 5% or more of
any class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person. Control, as used in this
definition, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, including
the power to elect a majority of the directors or trustees of a corporation or
trust, as the case may be.

          Agent shall mean ABN AMRO Bank N.V., and its successors and assigns,
in its capacity as administrative agent for the Banks under this Agreement.

          Agent's Fee shall have the meaning assigned to that term in Section
9.15.

          Agent's Letter shall have the meaning assigned to that term in Section
9.15.

<PAGE>

          Agreement shall mean this Credit Agreement, as the same may be
supplemented or amended from time to time, including all schedules and exhibits.

          Applicable Facility Fee Rate shall mean the percentage rate per annum
corresponding to the indicated level of Insurer Financial Strength Rating in the
pricing grid on Schedule 1.01(A) below the heading "Facility Fee." The
Applicable Facility Fee Rate shall be computed in accordance with the parameters
set forth on Schedule 1.01(A).

          Applicable Margin shall mean, as applicable:

               (A) the percentage spread to be added to Base Rate under the
Revolving Credit Base Rate Option corresponding to the indicated level of
Insurer Financial Strength Rating in the pricing grid on Schedule 1.01(A) below
the heading "Revolving Credit Base Rate Spread," or

               (B) the percentage spread to be added to Euro-Rate under the
Revolving Credit Euro-Rate Option corresponding to the indicated level of
Insurer Financial Strength Rating in the pricing grid on Schedule 1.01(A) below
the heading "Revolving Credit Euro-Rate Spread."

          The Applicable Margin shall be computed in accordance with the
parameters set forth on Schedule 1.01(A).

          Applicable Usage Premium shall mean the percentage rate per annum
corresponding to the indicated level of Insurer Financial Strength Rating in the
pricing grid on Schedule 1.01(A) below the heading "Usage Premium." The
Applicable Usage Premium shall be computed in accordance with the parameters set
forth on Schedule 1.01(A).

          Assignee Bank shall have the meaning assigned to such term in Section
2.09(b).

          Assignment and Assumption Agreement shall mean an Assignment and
Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and the
Agent, as Agent and on behalf of the remaining Banks, substantially in the form
of Exhibit 1.01(A).

          Authorized Officer shall mean those individuals, designated by written
notice to the Agent from the Borrower, authorized to execute notices, reports
and other documents on behalf of the Borrower required hereunder. The Borrower
may amend such list of individuals from time to time by giving written notice of
such amendment to the Agent.

          Bank to be Terminated shall have the meaning assigned to such term in
Section 2.09(b).

          Banks shall mean the financial institutions named on Schedule 1.01(B)
and their respective successors and assigns as permitted hereunder, each of
which is referred to herein as a Bank.

          Base Rate shall mean the greater of (i) the interest rate per annum
announced from time to time by the Agent at its Principal Office as its then
prime rate, which rate may not be the lowest rate then being charged commercial
borrowers by the Agent, or (ii) the Federal Funds Effective Rate plus 0.5% per
annum.

          Base Rate Option shall mean the Revolving Credit Base Rate Option.

                                      -2-

<PAGE>

          Benefit Arrangement shall mean at any time an "employee benefit plan,"
within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a
Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to by any member of the ERISA Group.

          Bid shall have the meaning assigned to such term in Section 2.08(b).

          Bid Deadline shall have the meaning assigned to such term in Section
2.08(b).

          Bid Loan Borrowing Date shall mean, with respect to any Bid Loan, the
date for the making thereof which shall be a Business Day.

          Bid Loan Euro-Rate Rate Option shall mean the option of the Borrower
to request that the Banks submit Bids to make Bid Loans bearing interest at a
rate per annum quoted by such Banks at the Euro-Rate in effect two Business Days
before the Borrowing Date of such Bid Loan plus a Euro-Rate Bid Loan Spread.

          Bid Loan Fixed Rate Option shall mean the option of the Borrower to
request that the Banks submit Bids to make Bid Loans bearing interest at a fixed
rate per annum quoted by such Banks as a numerical percentage (and not as a
spread over another rate such as the Euro-Rate).

          Bid Loan Interest Period shall have the meaning assigned to such term
in Section 2.08(a).

          Bid Loan Request shall have the meaning assigned to such term in
Section 2.08(a).

          Bid Loans shall mean collectively all of the Bid Loans and Bid Loan
shall mean separately any Bid Loan, made by any of the Banks to the Borrower
pursuant to Section 2.08.

          Bid Notes shall mean collectively all of the Bid Notes and Bid Note
shall mean separately any Bid Note, of the Borrower in the form of Exhibit
1.01(B) evidencing the Bid Loans together with all amendments, extensions,
renewals, replacements, refinancings or refunds thereof in whole or in part.

          Borrower shall mean ACE Guaranty Re Inc., a corporation organized and
existing under the laws of the State of Maryland.

          Borrowing Date shall mean, with respect to any Loan, the date for the
making thereof or the renewal or conversion thereof at or to the same or a
different Interest Rate Option, which shall be a Business Day.

          Borrowing Tranche shall mean specified portions of Loans outstanding
as follows: (i) any Loans to which a Euro-Rate Option or a Bid Loan Fixed Rate
Option applies which become subject to the same Interest Rate Option under the
same Loan Request by the Borrower and which have the same Interest Period shall
constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option
applies shall constitute one Borrowing Tranche.

          Business Day shall mean any day other than a Saturday or Sunday or a
legal holiday on which commercial banks are authorized or required to be closed
for business in New York, New York and, if the applicable Business Day relates
to any Loan to which the Euro-Rate Option applies, such day must also be a day
on which dealings are carried on in the London interbank market and, with
respect to

                                      -3-

<PAGE>

any payments due under the Guaranty given by ACE Limited, such day must also be
a day which is not a national holiday in Bermuda.

          Closing Date shall mean May 30, 2002.

          Committed Loan Interest Period shall mean the period of time selected
by the Borrower in connection with (and to apply to) any election permitted
hereunder by the Borrower to have Revolving Credit Loans bear interest under the
Euro-Rate Option. Subject to the last sentence of this definition, such period
shall be one, two, three or six Months. Such Interest Period shall commence on
the effective date of borrowing of any Loan bearing interest at a rate
determined with reference to such Interest Rate Option, which shall be (i) the
Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of
renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or
converting to the Euro-Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (A) any Interest Period which would
otherwise end on a date which is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls in the next calendar
month, in which case such Interest Period shall end on the directly preceding
Business Day, and (B) the Borrower shall not select, convert to or renew an
Interest Period for any portion of the Loans that would end after the Expiration
Date.

          Commitment shall mean as to any Bank its Revolving Credit Commitment,
and Commitments shall mean the aggregate of the Revolving Credit Commitments of
all of the Banks.

          Committed Loan shall mean a Revolving Credit Loan.

          Committed Loan Euro-Rate Option shall mean a Revolving Credit Loan
Euro-Rate Option.

          Committed Loan Request shall mean a request for a Revolving Credit
Loan or a request to select, convert to or renew a Base Rate Option or Euro-Rate
Option with respect to an outstanding Revolving Credit Loan in accordance with
Section 2.05, Section 3.01 and Section 3.02.

          Compliance Certificate shall have the meaning assigned to such term in
Section 7.03(c).

          Consideration shall mean a greater than de minimus monetary return for
the sale or provision of a service or product or for the undertaking of an
obligation or liability, except that with respect to a Permitted Acquisition,
Consideration shall mean the aggregate of (i) the cash paid by any of the
Borrower or any Material Subsidiary, directly or indirectly, to the seller in
connection with such Permitted Acquisition, (ii) the Indebtedness incurred or
assumed by Borrower or any of the Material Subsidiaries with respect to such
Permitted Acquisition, whether in favor of the seller or otherwise and whether
fixed or contingent, (iii) any Guaranty given or incurred by Borrower or any
Material Subsidiary in connection therewith, and (iv) any other consideration
given or obligation incurred by Borrower or any of the Material Subsidiaries in
connection with such Permitted Acquisition.

          Consolidated Debt shall mean, at any time, an amount equal to the sum
(without duplication) of the then outstanding Indebtedness of Borrower and of
each Subsidiary of Borrower (excluding, however, the amount of all
Insurance-Related Guaranties and excluding all Soft Capital), determined and
consolidated in accordance with GAAP.

                                      -4-

<PAGE>

          Credit Derivative Guaranties shall have the meaning assigned to such
term in Section 7.02(c).

          Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money
of the United States of America.

          ERISA shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.

          ERISA Group shall mean, at any time, the Borrower and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control and all other entities which, together with
the Borrower, are treated as a single employer under Section 414 of the Internal
Revenue Code.

          Euro-Rate shall mean, with respect to the Loans comprising any
Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period,
an interest rate per annum (as determined in accordance herewith, "LIBOR")
determined on the basis of the rate for deposits in Dollars for a period
comparable to such Interest Period commencing on the first day of such Interest
Period appearing on Page 3750 of the Telerate screen as of 11:00 a.m., London
time, two Business Days prior to the beginning of such Interest Period. In the
event that such rate does not appear on Page 3750 of the Telerate screen (or
otherwise on such screen), the Euro-Rate shall be determined be reference to
such other publicly available service for displaying eurodollar rates as may be
agreed upon by the Agent and the Borrower or, in the absence of such agreement,
the Euro-Rate shall be the rate of interest per annum determined by the Agent in
accordance with its usual procedures (which determination shall be conclusive
absent manifest error) equal to the rate per annum at which Dollar deposits
approximately equal in principal amount to such Borrowing Tranche for a period
and with a maturity comparable to such Interest Period are offered to the
principal London office of Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period. The Agent shall give prompt
notice to the Borrower of the Euro-Rate as determined or adjusted in accordance
herewith, which determination shall be conclusive absent manifest error.

          Euro-Rate Bid Loan shall mean any Bid Loan that bears interest under
the Bid Loan Euro-Rate Option.

          Euro-Rate Bid Loan Spread shall mean the spread quoted by a Bank in
its Bid to apply to such Bank's Bid Loan if such Bank's Bid is accepted. The
Euro-Rate Bid Loan Spread shall be quoted as a percentage rate per annum and
expressed in multiples of 1/1000th of one percentage point to be either added to
(if it is positive) or subtracted from (if it is negative) the Euro-Rate in
effect two (2) Business Days before the Borrowing Date with respect to such Bid
Loan. Interest on Euro-Rate Bid Loans shall be computed based on a year of 360
days for the actual days elapsed.

          Euro-Rate Interest Period shall mean the Interest Period applicable to
a Euro-Rate Bid Loan or a Revolving Credit Loan that is subject to the Revolving
Credit Euro-Rate Option.

          Euro-Rate Option shall mean either the Revolving Credit Euro-Rate
Option or the Bid Loan Euro-Rate Option.

                                      -5-

<PAGE>

          Euro-Rate Reserve Percentage shall mean as of any day and with respect
to any Bank or the Agent the maximum percentage in effect on such day for such
Bank or the Agent, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the reserve requirements as it
affects such Bank or the Agent (including supplemental, marginal and emergency
reserve requirements) with respect to eurocurrency funding (currently referred
to as "Eurocurrency Liabilities").

          Event of Default shall mean any of the events described in Section
8.01 and referred to therein as an "Event of Default."

          Existing Reinsurance Coverage shall have the meaning assigned to such
term in Section 5.01(h)(C).

          Expiration Date shall mean, with respect to the Revolving Credit
Commitments, May 28, 2003.

          Extending Bank shall have the meaning assigned to such term in Section
2.09(b).

          Facility Fee shall have the meaning assigned to that term in Section
2.03.

          Federal Funds Effective Rate for any day shall mean the rate per annum
(based on a year of 360 days and actual days elapsed and rounded upward to the
nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any
successor) on such day as being the weighted average of the rates on overnight
federal funds transactions arranged by federal funds brokers on the previous
trading day, as computed and announced by such Federal Reserve Bank (or any
successor) in substantially the same manner as such Federal Reserve Bank
computes and announces the weighted average it refers to as the "Federal Funds
Effective Rate" as of the date of this Agreement; provided, if such Federal
Reserve Bank (or its successor) does not announce such rate on any day, the
"Federal Funds Effective Rate" for such day shall be the Federal Funds Effective
Rate for the last day on which such rate was announced.

          Fixed Rate shall mean a fixed interest rate quoted by a Bank in its
Bid to apply to such Bank's Bid Loan over the term of such Bid Loan if such
Bank's Bid is accepted.

          Fixed Rate Bid Loan shall mean a Bid Loan that bears interest under
the Bid Loan Fixed Rate Option.

          GAAP shall mean generally accepted accounting principles as in effect
from time to time in the United States, subject to the provisions of Section
1.03, applied on a consistent basis both as to classification of items and
amounts.

          Guarantor shall mean ACE and each Material Subsidiary which hereafter
joins this Agreement as a Guarantor after the date hereof pursuant to Section
10.18.

          Guarantor Joinder shall mean a joinder by a Person as a Guarantor
under this Agreement, the Guaranty Agreement and the other Loan Documents in the
form of Exhibit 1.01(G)(1).

          Guaranty of any Person shall mean any obligation of such Person
guarantying or in effect guarantying any liability or obligation of any other
Person in any manner, whether directly or indirectly, including any agreement to
indemnify or hold harmless any other Person (other than as an

                                      -6-

<PAGE>

incidental part of another transaction), any performance bond or other
suretyship arrangement and any other form of assurance against loss, except
endorsement of negotiable or other instruments for deposit or collection in the
ordinary course of business.

          Guaranty Agreement shall mean one or more Guaranty Agreements in
substantially the form of Exhibit 1.01(G)(2)-1 or Exhibit 1.01(G)(2) -2 executed
and delivered by each of the Guarantors to the Agent for the benefit of the
Banks.

          Historical Statements shall have the meaning assigned to that term in
Section 5.01(h)(A).

          Indebtedness shall mean, as to any Person at any time, any and all
indebtedness, obligations or liabilities (whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or joint
or several) of such Person for or in respect of: (i) borrowed money, (ii)
amounts raised under or liabilities in respect of any note purchase or
acceptance credit facility, (iii) reimbursement obligations (contingent or
otherwise) under any letter of credit, currency swap agreement, interest rate
swap, cap, collar or floor agreement or other interest rate management device,
(iv) any other transaction (including forward sale or purchase agreements,
capitalized leases and conditional sales agreements) having the commercial
effect of a borrowing of money entered into by such Person to finance its
operations or capital requirements (but not including trade payables and accrued
expenses incurred in the ordinary course of business which are not represented
by a promissory note or other evidence of indebtedness and which are not more
than ninety (90) days past due), or (v) any Guaranty of Indebtedness. For the
avoidance of doubt, Indebtedness does not include the mere commitment (whether
or not set forth in a credit agreement or otherwise), in favor of a Person, to
advance funds or provide other financial accommodations to the extent that no
such funds or financial accommodations are advanced or provided.

          Ineligible Security shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

          Insolvency Proceeding shall mean, with respect to any Person, (a) a
case, action or proceeding with respect to such Person (i) before any court or
any other Official Body under any bankruptcy, insolvency, reorganization or
other similar Law now or hereafter in effect, or (ii) for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of Borrower or any Material Subsidiary or otherwise
relating to the liquidation, dissolution, winding-up or relief of such Person,
or (b) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other similar arrangement in respect of
such Person's creditors generally or any substantial portion of its creditors,
undertaken under any Law.

          Insurance-Related Guaranties shall have the meaning assigned to that
term in Section 7.02(c).

          Insurer Financial Strength Rating shall mean the insurer financial
strength rating of the Borrower as determined by each of Standard & Poor's and
Moody's.

          Interest Period shall mean either a Committed Loan Interest Period or
a Bid Loan Interest Period.

                                      -7-

<PAGE>

          Interest Rate Hedge shall mean an interest rate exchange, collar, cap,
swap, adjustable strike cap, adjustable strike corridor, or similar agreements
entered into by the Borrower or any Material Subsidiary in order to provide
protection to, or minimize the impact upon, the Borrower or any Material
Subsidiary of increasing floating rates of interest applicable to Indebtedness.

          Interest Rate Option shall mean any Committed Loan Euro-Rate Option,
Bid Loan Euro-Rate Option, Bid Loan Fixed Rate Option, or Base Rate Option.

          Internal Revenue Code shall mean the Internal Revenue Code of 1986, as
the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.

          Law shall mean any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, bond, judgment, authorization, or approval, lien or
award of or settlement agreement with any Official Body.

          Lien shall mean any mortgage, deed of trust, pledge, lien, security
interest, charge, or other encumbrance or security arrangement of any nature
whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement, or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

          Loan Documents shall mean this Agreement, the Agent's Letter, the
Guaranty Agreement, and any other instruments, certificates, or documents
delivered or contemplated to be delivered hereunder or thereunder or in
connection herewith or therewith, as the same may be supplemented or amended
from time to time in accordance herewith or therewith, and Loan Document shall
mean any of the Loan Documents.

          Loan Request shall mean either a Bid Loan Request or a Committed Loan
Request.

          Loans shall mean collectively all Revolving Credit Loans and Bid Loans
and Loan shall mean separately any Revolving Credit Loan or Bid Loan.

          Material Adverse Change shall mean any set of circumstances or events
which (a) has or could reasonably be expected to have any material adverse
effect whatsoever upon the validity or enforceability of this Agreement or any
other Loan Document, (b) is or could reasonably be expected to be material and
adverse to the business, properties, assets, financial condition, results of
operations or prospects of the Borrower and the Material Subsidiaries taken as a
whole, (c) impairs materially or could reasonably be expected to impair
materially the ability of the Borrower and the Material Subsidiaries taken as a
whole to duly and punctually pay or perform its obligations under the Loan
Documents, or (d) impairs materially or could reasonably be expected to impair
materially the ability of the Agent or any of the Banks, to the extent
permitted, to enforce their legal remedies pursuant to this Agreement or any
other Loan Document.

          Material Subsidiary shall mean (i) any Subsidiary of Borrower which
has at any time, or which will have after giving effect to any contemplated
transaction, acquisition, loan or investment, a net worth equal to or greater
than an amount which is the greater of five percent (5%) of the consolidated
tangible net worth of the Borrower and its Subsidiaries or $25,000,000, (ii) any
Subsidiary of Borrower

                                      -8-

<PAGE>

as to which Borrower requests in writing that it be a Material Subsidiary, and
(iii) any Subsidiary or Subsidiaries of Borrower which own(s) in the aggregate
30% or more of any Material Subsidiary; and Material Subsidiaries shall mean all
such Subsidiaries.

          Month, with respect to an Interest Period under the Euro-Rate Option,
shall mean the interval between the days in consecutive calendar months
numerically corresponding to the first day of such Interest Period. If any
Euro-Rate Interest Period begins on a day of a calendar month for which there is
no numerically corresponding day in the month in which such Interest Period is
to end, the final month of such Interest Period shall be deemed to end on the
last Business Day of such final month.

          Moody's shall mean Moody's Investors Service, Inc. and its successors.

          Multiemployer Plan shall mean any employee benefit plan which is a
"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which the Borrower or any member of the ERISA Group is then making or accruing
an obligation to make contributions or, within the preceding five Plan years,
has made or had an obligation to make such contributions.

          Multiple Employer Plan shall mean a Plan which has two or more
contributing sponsors (including the Borrower or any member of the ERISA Group)
at least two of whom are not under common control, as such a plan is described
in Sections 4063 and 4064 of ERISA.

          Net Par shall mean the aggregate maximum par amount of insurance and
reinsurance coverage under all obligations of insurance or reinsurance (or
similar arrangements) provided by a Person minus the aggregate maximum par
amount of reinsurance (or similar arrangements including hedging arrangements)
coverage in favor of such Person with respect to its insurance or reinsurance
obligations.

          Notes shall mean the Revolving Credit Notes and Bid Notes.

          Notices shall have the meaning assigned to that term in Section 10.06.

          Obligation shall mean any obligation or liability of Borrower, any
Material Subsidiary, or ACE to the Agent or any of the Banks, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, under or in connection with this
Agreement, any Notes, the Agent's Letter or any other Loan Document.

          Off-Balance Sheet Transactions shall have the meaning assigned to that
term in Section 7.03(c).

          Offered Amount shall have the meaning assigned to such term in Section
2.08(b).

          Official Body shall mean any national, federal, state, local, or other
government or political subdivision or any agency, authority, board, bureau,
central bank, commission, department, or instrumentality of either, or any
court, tribunal, grand jury, or arbitrator, in each case whether foreign or
domestic.

          PBGC shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor.

          Permitted Acquisitions shall have the meaning assigned to such term in
Section 7.02(f).

                                      -9-

<PAGE>

          Permitted Investments shall mean:

               (i)    direct obligations of the United States of America or any
agency or instrumentality thereof or obligations backed by the full faith and
credit of the United States of America maturing in twelve (12) months or less
from the date of acquisition;

               (ii)   commercial paper maturing in 180 days or less rated not
lower than A-1, by Standard & Poor's or P-1 by Moody's on the date of
acquisition;

               (iii)  demand deposits, time deposits or certificates of deposit
maturing within one year in commercial banks whose obligations are rated A-1, A
or the equivalent or better by Standard & Poor's on the date of acquisition; and

               (iv)   investments of the types specified in Section 1402(b) and
1404(a)(1), (2), (3), (8), and (10) of the New York Insurance Law.

          Permitted Liens shall mean:

               (i)    Liens for taxes, assessments, or similar charges, incurred
in the ordinary course of business and which are not yet due and payable;

               (ii)   Pledges or deposits made in the ordinary course of
business of the Borrower or any Material Subsidiary to secure payment of
workmen's compensation, or to participate in any fund in connection with
workmen's compensation, unemployment insurance, old-age pensions or other social
security programs with respect to such Person's officers or employees;

               (iii)  Liens of mechanics, materialmen, warehousemen, carriers,
or other like Liens, securing obligations incurred in the ordinary course of
business that are not yet due and payable and Liens of landlords securing
obligations to pay lease payments that are not yet due and payable or in
default;

               (iv)   Good-faith pledges or deposits made in the ordinary course
of business of the Borrower or any Material Subsidiary to secure statutory or
regulatory obligations of the Borrower or any Material Subsidiary;

               (v)    Encumbrances consisting of zoning restrictions, easements
or other restrictions on the use of real property, none of which materially
impairs the use of such property or the value thereof, and none of which is
violated in any material respect by existing or proposed structures or land use;

               (vi)   Liens, security interests and mortgages in favor of the
Agent for the benefit of the Banks securing the Obligations;

               (vii)  Liens on property leased by any Borrower or any Material
Subsidiary under capital and operating leases;

               (viii) Any Lien existing on the date of this Agreement securing
payment of non-recourse Indebtedness and described on Schedule 1.01(P), provided
that the principal amount secured thereby is not hereafter increased;

                                      -10-

<PAGE>

               (ix)  Purchase Money Security Interests;

               (x)   Liens on assets received by Borrower from a third Person
and held in trust by Borrower in respect of liabilities assumed by Borrower in
the course of the reinsurance business of Borrower;

               (xi)  Liens securing Credit Derivative Guaranties, subject,
however, to the terms of Section 7.02(p); and

               (xii) The following, (A) if the validity or amount thereof is
being contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to
be stayed or (B) if a final judgment is entered and such judgment is discharged
within thirty (30) days of entry, and they do not in the aggregate materially
impair the ability of the Borrower or any Material Subsidiary to perform its
Obligations hereunder or under the other Loan Documents:

                     (1) Claims or Liens for taxes, assessments or charges due
          and payable and subject to interest or penalty, provided that the
          Borrower or applicable Material Subsidiary maintains such reserves or
          other appropriate provisions as shall be required by GAAP and pays all
          such taxes, assessments or charges forthwith upon the commencement of
          proceedings to foreclose any such Lien;

                     (2) Claims, Liens, or encumbrances upon, and defects of
          title to, real or personal property, including any attachment of
          personal or real property or other legal process prior to adjudication
          of a dispute on the merits;

                     (3) Claims or Liens of mechanics, materialmen,
          warehousemen, carriers, or other statutory nonconsensual Liens; or

                     (4) Liens resulting from final judgments or orders
          described in Section 8.01(f).

          Person shall mean any individual, corporation, partnership, limited
liability company, association, joint-stock company, trust, unincorporated
organization, joint venture, government or political subdivision or agency
thereof, or any other entity.

          Plan shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained by
any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained by any
entity which was at such time a member of the ERISA Group for employees of any
entity which was at such time a member of the ERISA Group.

          Potential Default shall mean any event or condition which with notice,
passage of time or a determination by the Agent or the Required Banks, or any
combination of the foregoing, would constitute an Event of Default.

          Principal Office shall mean the main banking office of the Agent in
New York, New York.

                                      -11-

<PAGE>

          Prohibited Transaction shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for
which neither an individual nor a class exemption has been issued by the United
States Department of Labor.

          Property shall mean all real property, both owned and leased, of the
Borrower or any Material Subsidiary.

          Purchase Money Security Interest shall mean Liens upon tangible
personal property securing loans to the Borrower or any Material Subsidiary, or
deferred payments by such Person, in either case for the purchase of such
tangible personal property.

          Purchasing Bank shall mean a Bank which becomes a party to this
Agreement by executing an Assignment and Assumption Agreement.

          Ratable Share shall mean the proportion that a Bank's Commitment bears
to the Commitments.

          Regulation U shall mean any of Regulations T, U, or X as promulgated
by the Board of Governors of the Federal Reserve System, as amended from time to
time.

          Reportable Event shall mean a reportable event described in Section
4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer
Plan.

          Requested Amount shall have the meaning assigned to such term in
Section 2.08(a).

          Required Banks shall mean

               (A)  if there are no Loans, Required Banks shall mean Banks whose
Commitments aggregate greater than 50% of the Commitments of all of the Banks,
or

               (B)  if there are Loans, Required Banks shall mean:

               (i)  prior to a termination of the Commitments hereunder pursuant
to Section 8.02(a) or Section 8.02(b), any Bank or group of Banks if the sum of
the principal amount of the Committed Loans of such Banks then outstanding
aggregates greater than 50% of the total principal amount of all of the
Committed Loans then outstanding.

               (ii) after a termination of the Commitments hereunder pursuant to
Section 8.02(a) or Section 8.02(b), any Bank or group of Banks if the sum of the
principal amount of the Loans of such Banks then outstanding aggregates greater
than 50% of the total principal amount of all of the Loans then outstanding.

          Revolving Credit Base Rate Option shall mean the option of the
Borrower to have Revolving Credit Loans bear interest at the rate and under the
terms and conditions set forth in Section 3.01(a)(i).

          Revolving Credit Commitment shall mean, as to any Bank at any time,
the amount initially set forth opposite its name on Schedule 1.01(B) in the
column labeled "Amount of Commitment for Revolving Credit Loans," and thereafter
on Schedule I to the most recent Assignment and

                                      -12-

<PAGE>

Assumption Agreement, and Revolving Credit Commitments shall mean the aggregate
Revolving Credit Commitments of all of the Banks.

          Revolving Credit Euro-Rate Option shall mean the option of the
Borrower to have Revolving Credit Loans bear interest at the rate and under the
terms and conditions set forth in Section 3.01(a)(ii).

          Revolving Credit Loans shall mean collectively all Revolving Credit
Loans made by the Banks to the Borrower and Revolving Credit Loan shall mean
separately any Revolving Credit Loan, made by one of the Banks to the Borrower,
pursuant to Section 2.01. A Bid Loan is not a Revolving Credit Loan, except that
it will be treated as a Revolving Credit Loan following a termination of the
Commitments hereunder pursuant to Section 8.02(a) or Section 8.02(b) as provided
in Section 8.03.

          Revolving Credit Note shall mean any Revolving Credit Note of the
Borrower in the form of Exhibit 1.01(R) issued by the Borrower to a Bank
evidencing the Revolving Credit Loans of such Bank, together with all
amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.

          Revolving Facility Usage shall mean at any time the sum of the
principal amount of the Revolving Credit Loans outstanding and, solely for
purposes of Section 2.04, the principal amount of the Bid Loans outstanding.

          SEC shall mean the Securities and Exchange Commission or any
governmental agencies substituted therefor.

          Soft Capital shall have the meaning assigned to that term in Section
7.02(a).

          Standard & Poor's shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

          Statutory Capital shall mean the aggregate of policyholders' surplus
of Borrower and the contingency reserve of Borrower, each determined in a manner
consistent with that used in preparing the Historical Statements referred to in
Section 5.01(h)(A) [Historical Statements].

          Subsidiary of any Person at any time shall mean (i) any corporation or
trust of which 50% or more (by number of shares or number of votes) of the
outstanding capital stock or shares of beneficial interest normally entitled to
vote for the election of one or more directors or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is at such
time owned directly or indirectly by such Person or one or more of such Person's
Subsidiaries, (ii) any partnership of which such Person is a general partner or
of which 50% or more of the partnership interests is at the time directly or
indirectly owned by such Person or one or more of such Person's Subsidiaries,
(iii) any limited liability company of which such Person is a member or of which
50% or more of the limited liability company interests is at the time directly
or indirectly owned by such Person or one or more of such Person's Subsidiaries
or (iv) any corporation, trust, partnership, limited liability company or other
entity which is controlled or capable of being controlled by such Person or one
or more of such Person's Subsidiaries.

                                      -13-

<PAGE>

          Total Capitalization shall mean, at any time, an amount (without
duplication) equal to (i) the then outstanding Consolidated Debt of Borrower and
its Subsidiaries, plus (ii) consolidated stockholders equity of Borrower and its
Subsidiaries.

          Transferor Bank shall mean the selling Bank pursuant to an Assignment
and Assumption Agreement.

          Section 1.02 Construction. Unless the context of this Agreement
otherwise clearly requires, the following rules of construction shall apply to
this Agreement and each of the other Loan Documents:

          (a) Number; Inclusion. References to the plural include the singular,
the plural, the part and the whole; "or" has the inclusive meaning represented
by the phrase "and/or," and "including" is not a term of limitation and has the
meaning represented by the phrase "including without limitation";

          (b) Determination. References to "determination" of or by the Agent or
the Banks shall be deemed to include good-faith estimates by the Agent or the
Banks (in the case of quantitative determinations) and good-faith beliefs by the
Agent or the Banks (in the case of qualitative determinations) and such
determination shall be conclusive absent manifest error;

          (c) Agent's Discretion and Consent. Whenever the Agent or the Banks
are granted the right herein to act in its or their sole discretion or to grant
or withhold consent such right shall be exercised in good faith;

          (d) Documents Taken as a Whole. The words "hereof," "herein,"
"hereunder," "hereto" and similar terms in this Agreement or any other Loan
Document refer to this Agreement or such other Loan Document as a whole and not
to any particular provision of this Agreement or such other Loan Document;

          (e) Headings. The section and other headings contained in this
Agreement or such other Loan Document and the Table of Contents (if any),
preceding this Agreement or such other Loan Document are for reference purposes
only and shall not control or affect the construction of this Agreement or such
other Loan Document or the interpretation thereof in any respect;

          (f) Implied References to this Agreement Article, section, subsection,
clause, schedule and exhibit references are to this Agreement or other Loan
Document, as the case may be, unless otherwise specified;

          (g) Persons. Reference to any Person includes such Person's successors
and assigns but, if applicable, only if such successors and assigns are
permitted by this Agreement or such other Loan Document, as the case may be, and
reference to a Person in a particular capacity excludes such Person in any other
capacity;

          (h) Modifications to Documents. Reference to any agreement (including
this Agreement and any other Loan Document together with the schedules and
exhibits hereto or thereto), document or instrument means such agreement,
document or instrument as amended, modified, replaced, substituted for,
superseded or restated;

          (i) From, To and Through. Relative to the determination of any period
of time,

                                      -14-

<PAGE>

"from" means "from and including," "to" means "to but excluding," and "through"
means "through and including"; and

          (j) Shall; Will. References to "shall" and "will" are intended to have
the same meaning.

          Section 1.03 Accounting Principles. Except as otherwise provided in
this Agreement (as, for example, where reference is made to statutory or
regulatory financial matters), all computations and determinations as to
accounting or financial matters and all financial statements to be delivered
pursuant to this Agreement shall be made and prepared in accordance with GAAP
(including principles of consolidation where appropriate), and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP as in
effect on the date hereof applied on a basis consistent with that used in
preparing the Historical Statements referred to in Section 5.01(h)(A)
[Historical Statements]. In the event of any change after the date hereof in
GAAP, and if such change would result in the inability to determine compliance
with the financial covenants set forth in Section 7.02 based upon the Borrower's
regularly prepared financial statements by reason of the preceding sentence,
then the parties hereto agree to endeavor, in good faith, to agree upon an
amendment to this Agreement that would adjust such financial covenants in a
manner that would not affect the substance thereof, but would allow compliance
therewith to be determined in accordance with the Borrower's financial
statements at that time.

                     ARTICLE II - REVOLVING CREDIT FACILITY

          Section 2.01 Revolving Credit Commitments. Subject to the terms and
conditions hereof and relying upon the representations and warranties herein set
forth, each Bank severally agrees to make Revolving Credit Loans to the Borrower
at any time or from time to time on or after the date hereof to the Expiration
Date provided that, after giving effect to each such Loan, the aggregate amount
of Loans from such Bank shall not exceed such Bank's Revolving Credit
Commitment. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay, and reborrow
pursuant to this Section 2.01.

          Section 2.02 Nature of Banks' Obligations with Respect to Revolving
Credit Loans. Each Bank shall be obligated to participate in each request for
Revolving Credit Loans pursuant to Section 2.05 [Revolving Credit Loan Requests]
in accordance with its Ratable Share. The aggregate principal amount of each
Bank's Revolving Credit Loans outstanding hereunder to the Borrower at any time
shall never exceed its Revolving Credit Commitment. The obligations of each Bank
hereunder are several and not joint. The failure of any Bank to perform its
obligations hereunder shall not affect the Obligations of the Borrower to any
other party nor shall any other party be liable for the failure of such Bank to
perform its obligations hereunder. The Banks shall have no obligation to make
Revolving Credit Loans hereunder on or after the Expiration Date.

          Section 2.03 Facility Fees. Accruing from the date hereof until the
Expiration Date, the Borrower agrees to pay to the Agent for the account of each
Bank, as consideration for such Bank's Revolving Credit Commitment hereunder, a
nonrefundable facility fee (the "Facility Fee") equal to the Applicable Facility
Fee Rate (computed on the basis of a year of 360 days for the actual days
elapsed) on the average daily amount of such Bank's Revolving Credit Commitment
as the same may be constituted from time to time, regardless of usage. All
Facility Fees shall be payable in arrears on the first Business Day of each
June, September, December, and March after the date hereof and on the Expiration
Date or upon acceleration of the Loans.

                                      -15-

<PAGE>

          Section 2.04 Utilization Fee. On each day on which the Revolving
Facility Usage exceeds 33.3% of the amount of the Commitments, the Applicable
Margin shall be increased for such day by the Applicable Usage Premium.

          Section 2.05 Revolving Credit Loan Requests. Except as otherwise
provided herein, the Borrower may from time to time prior to the Expiration Date
request the Banks to make Revolving Credit Loans, or renew or convert the
Interest Rate Option applicable to existing Revolving Credit Loans pursuant to
Section 3.01(c)[Interest Periods], by delivering to the Agent, not later than
10:00 a.m., New York time, (i) three (3) Business Days prior to the proposed
Borrowing Date with respect to the making of Revolving Credit Loans to which the
Euro-Rate Option applies, or with respect to the conversion to or the renewal of
the Euro-Rate Option for any Loans; and (ii) one (1) Business Day prior to
either the proposed Borrowing Date with respect to the making of a Revolving
Credit Loan to which the Base Rate Option applies or the last day of the
preceding Committed Loan Interest Period with respect to the conversion to the
Base Rate Option for any Loan, of a duly completed Committed Loan Request
therefor substantially in the form of Exhibit 2.05 or a Committed Loan Request
by telephone immediately confirmed in writing by letter, facsimile, email, or
telex in the form of such Exhibit. Each Loan Request shall be irrevocable and
shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the
proposed Loans comprising each Borrowing Tranche, which shall be in integral
multiples of $1,000,000 and not less than $5,000,000 for each Borrowing Tranche
to which the Euro-Rate Option applies and not less than the lesser of $500,000
or the maximum amount available for Borrowing Tranches to which the Base Rate
Option applies; (iii) whether Committed Loan Euro-Rate Option or Base Rate
Option shall apply to the proposed Loans comprising the applicable Borrowing
Tranche; and (iv) in the case of a Borrowing Tranche to which the Committed Loan
Euro-Rate Option applies, an appropriate Committed Loan Interest Period for the
Loans comprising such Borrowing Tranche.

          Section 2.06 Making Revolving Credit Loans. The Agent shall, promptly
after receipt by it of a Loan Request pursuant to Section 2.05 [Revolving Credit
Loan Requests], notify the Banks of its receipt of such Loan Request specifying:
(i) the proposed Borrowing Date and the time and method of disbursement of the
Revolving Credit Loans requested thereby; (ii) the amount and type of each such
Revolving Credit Loan and the applicable Interest Period (if any); and (iii) the
apportionment among the Banks of such Revolving Credit Loans as determined by
the Agent in accordance with Section 2.02 [Nature of Banks' Obligations]. Each
Bank shall remit the principal amount of each Revolving Credit Loan to the Agent
such that the Agent is able to, and the Agent shall, to the extent the Banks
have made funds available to it for such purpose and subject to Section 6.02
[Each Additional Loan], fund such Revolving Credit Loans to the Borrower in U.S.
Dollars and immediately available funds at the Principal Office prior to 2:00
p.m., New York time, on the applicable Borrowing Date, provided that if any Bank
fails to remit such funds to the Agent in a timely manner, the Agent may elect
in its sole discretion to fund with its own funds the Revolving Credit Loans of
such Bank on such Borrowing Date, and such Bank shall be subject to the
repayment obligation in Section 9.16 [Availability of Funds].

          Section 2.07 Use of Proceeds. The proceeds of the Revolving Credit
Loans shall be used for the working capital and other general corporate purposes
of Borrower and in accordance with Section 7.01(j) [Use of Proceeds].

          Section 2.08 Bid Loan Facility.

          (a)  Bid Loan Requests. Except as otherwise provided herein, the
Borrower may from time to time prior to the Expiration Date request that the
Banks make Bid Loans by delivery to the Agent not later than 10:00 a.m. New York
time of a duly completed request therefor substantially in the

                                      -16-

<PAGE>

form of Exhibit 2.08(a) hereto or a request by telephone immediately confirmed
in writing by letter, facsimile, email, or telex (each, a "Bid Loan Request") at
least three (3) Business Days prior to the proposed Bid Loan Borrowing Date if
Borrower is requesting Fixed Rate Bid Loans and four (4) Business Days prior to
the proposed Bid Loan Borrowing Date if Borrower is requesting Euro-Rate Bid
Loans of one, two, three, or six months' duration. Each Bid Loan Request shall
be irrevocable and shall specify (i) the proposed Bid Loan Borrowing Date, (ii)
whether Borrower is electing the Bid Loan Fixed Rate Option or the Bid Loan
Euro-Rate Option, (iii) the term of the proposed Bid Loan (the "Bid Loan
Interest Period"), which may be no less than seven (7) day(s) and no longer than
one hundred eighty (180) days if Borrower is requesting a Fixed Rate Bid Loan
and one, two, three, or six months if Borrower is requesting a Euro-Rate Bid
Loan, and (iv) the maximum principal amount (the "Requested Amount") of such Bid
Loan, which shall be not less than $10,000,000 and shall be an integral multiple
of $1,000,000. After giving effect to such Bid Loan and any other Loan made on
or before the Bid Loan Borrowing Date, the aggregate amount of all Revolving
Credit Loans and Bid Loans outstanding shall not exceed the aggregate amount of
the Revolving Credit Commitments of the Banks. Notwithstanding any provision
hereof to the contrary, no Bid Loan may be requested for a period that would end
beyond the Expiration Date.

          (b)  Bidding. The Agent shall promptly after receipt by it of a Bid
Loan Request pursuant to Section 2.08(a) notify the Banks of its receipt of such
Bid Loan Request specifying (i) the proposed Bid Loan Borrowing Date, (ii)
whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a Euro-Rate Bid
Loan, (iii) the Bid Loan Interest Period and (iv) the principal amount of the
proposed Bid Loan. Each Bank may submit a bid (a "Bid") to the Agent by
telephone (immediately confirmed in writing by letter, facsimile, email, or
telex) not later than the following (each, as applicable, a "Bid Deadline"):
10:00 A.M. New York time two (2) Business Day before the proposed Bid Loan
Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New
York time three (3) Business Days before the proposed Bid Loan Borrowing Date if
Borrower is requesting a Euro-Rate Bid Loan of one, two, three, or six months'
duration. Each Bid shall specify: (A) the principal amount of proposed Bid Loans
offered by such Bank (the "Offered Amount") which (i) may be less than, but
shall not exceed, the Requested Amount, (ii) shall be at least $2,000,000 and
shall be an integral multiple of $1,000,000 and (iii) may exceed such Bank's
Revolving Credit Commitment; and (B) the Fixed Rate which shall apply to such
proposed Bid Loan if Borrower has requested a Fixed Rate Bid Loan or the
Euro-Rate Bid Loan Spread which shall apply to such proposed Bid Loan if
Borrower has requested a Euro-Rate Bid Loan and which may be a positive or
negative number. If any Bid omits information required hereunder, the Agent may
in its sole discretion attempt to notify the Bank submitting such Bid. If the
Agent so notifies a Bank, such Bank may resubmit its Bid provided that it does
so prior to the applicable Bid Deadline. The Agent shall promptly notify the
Borrower of the Bids which it timely received from the Banks. If the Agent in
its capacity as a Bank shall, in its sole discretion, make a Bid, it shall
notify the Borrower of such Bid at least one-half hour before the applicable Bid
Deadline.

          (c)  Accepting Bids. The Borrower, at its option, shall irrevocably
accept or reject Bids by notifying the Agent of such acceptance or rejection by
telephone (immediately confirmed in writing by letter, facsimile, email, or
telex) not later than one hour after the applicable Bid Deadline. If the
Borrower elects to accept any Bids, its acceptance must meet the following
conditions: (1) the total amount which Borrower accepts from all Banks must not
be less than $10,000,000 and shall be in integral multiples of $1,000,000 and
may not exceed the Requested Amount; (2) the Borrower must accept Bids based
solely on the amount of the Fixed Rates or Euro-Rate Bid Loan Spreads, as the
case may be, which each of the Banks quoted in their Bids in ascending order of
the amount of Fixed Rates or Euro-Rate Bid Loan Spreads; (3) the Borrower may
not borrow Bid Loans from any Bank on the Bid Loan Borrowing Date in an amount
exceeding such Bank's Offered Amount; (4) if two or more Banks

                                      -17-

<PAGE>

make Bids at the same Fixed Rate (if Borrower Requested a Fixed Rate Bid Loan)or
Euro-Rate Bid Loan Spread (if Borrower Requested a Euro-Rate Bid Loan) and the
Borrower desires to accept a portion but not all of the Bids at such Fixed Rate
or Euro-Rate Bid Loan Spread, as the case may be, the Borrower shall accept a
portion of each Bid equal to the product of the Offered Amount of such Bid times
the fraction obtained by dividing the total amount of Bids which Borrower
desires to accept at such Fixed Rate or Euro-Rate Bid Loan Spread, as the case
may be, by the sum of the Offered Amounts of the Bids at such Fixed Rate or
Euro-Rate Bid Loan Spread, provided that the Borrower shall round the Bid Loans
allocated to each such Bank upward or downward as the Borrower may select to
integral multiples of $1,000,000. The Agent shall (i) promptly notify a Bank
that has made a Bid of the amount of its Bid that was accepted or rejected by
the Borrower and (ii) as promptly as practical notify all of the Banks of all
Bids submitted and those which have been accepted.

          (d)  Funding Bid Loans. Each Bank whose Bid or portion thereof is
accepted shall remit the principal amount of its Bid Loan to the Agent by 12:00
Noon on the Bid Loan Borrowing Date. The Agent shall make such funds available
to the Borrower on or before 1:00 P.M. on the Borrowing Date provided that the
conditions precedent to the making of such Bid Loan set forth in Section 6.02
have been satisfied not later than 10:00 A.M. New York time on the proposed Bid
Loan Borrowing Date. If such conditions precedent have not been satisfied prior
to such time, then (i) the Agent shall not make such funds available to the
Borrower, (ii) the Bid Loan Request shall be deemed to be canceled, (iii) the
Agent shall return the amount previously funded to the Agent by each applicable
Bank no later than the next following Business Day, and (iv) Borrower shall be
obligated to each such Bank for any loss, costs, and expenses applicable
pursuant to Section 4.06(b)[Indemnity]. The Borrower shall immediately notify
the Agent of any failure to satisfy the conditions precedent to the making of
Bid Loans under Section 6.02. The Agent may assume that Borrower has satisfied
such conditions precedent if the Borrower (i) has delivered to the Agent any
documents required to be delivered under Section 6.02, (ii) the Borrower has not
notified the Agent that any other conditions precedent have not been satisfied,
and (iii) the Agent has no actual notice of such a failure.

          (e)  Several Obligations. The obligations of the Banks to make Bid
Loans after their Bids have been accepted are several. No Bank shall be
responsible for the failure of any other Bank to make any Bid Loan which another
Bank has agreed to make.

          (f)  Bid Notes. The obligation of the Borrower to repay the aggregate
unpaid principal amount of the Bid Loans made to it by each Bank, together with
interest thereon, shall be evidenced by a Bid Note dated as of the Closing date
payable to the order of such Bank in a face amount equal to the aggregate
Revolving Credit Commitments of all of the Banks.

          Section 2.09 Extension by Banks of the Expiration Date.

          (a)  Requests; Approval by All Banks. No earlier than sixty (60) days
prior to the Expiration Date, the Borrower may request an extension of the
Expiration Date for another 364 days by written notice to the Banks, and the
Banks agree to respond to the Borrower's request for an extension no earlier
than thirty (30) and no later than twenty (20) days prior to the then applicable
Expiration Date; provided, however, that the failure of any Bank to respond
within such time period shall not in any manner constitute an agreement by such
Bank to extend the Expiration Date. If all Banks elect to extend, the Expiration
Date shall be extended for a period of one year. If one or more Banks decline to
extend or do not respond to Borrower's request, the provisions of Section
2.09(b) shall apply.

          (b)  Approval by Required Banks. In the event that one or more Banks
do not agree

                                      -18-

<PAGE>

to extend the Expiration Date or do not respond to Borrower's request for an
extension within the time required under Section 2.09(a) (each a "Bank to be
Terminated"), but the Required Banks agree to such extension within such time:
then, on or before the then applicable Expiration Date, the Borrower may, with
the prior written approval of the Agent (which approval shall not be
unreasonably withheld), arrange to have one or more other banks reasonably
acceptable to Agent (each an "Assignee Bank") purchase all of the outstanding
Loans, if any, of the Bank to be Terminated and succeed to and assume all of the
Commitments and all other rights, interests, and obligations of the Bank to be
Terminated under this Agreement and the other Loan Documents. Any such purchase
and assumption shall be (1) pursuant to an Assignment and Assumption Agreement,
(2) subject to and in accordance with Section 10.11 [Successors and Assigns],
and (3) if any Committed Loans are outstanding under the Committed Loan
Euro-Rate Option or if any Bid Loans are outstanding to such Bank to be
Terminated, the Borrower shall pay all such outstanding amounts, together with
all interest, fees and all other amounts of any nature owing to the Bank to be
Terminated on the effective date of such Assignment and Assumption Agreement
(including any amounts owing under Section 4.06(b)[Indemnity]. In the event that
the Agent shall become a Bank to be Terminated, the provisions of this Section
2.09 shall be subject to Section 9.14 [Successor Agent]. In the event that the
Loans and Commitments of a Bank to be Terminated are not fully assigned and
assumed pursuant to this Section 2.09(b) on or before the then applicable
Expiration Date, then the Expiration Date shall not be extended for any Bank.

                          ARTICLE III - INTEREST RATES

          Section 3.01 Interest Rate Options. The Borrower shall pay interest in
respect of the outstanding unpaid principal amount of the Committed Loans as
selected by it from the Base Rate Option or Revolving Credit Euro-Rate Option
set forth below applicable to the Committed Loans, it being understood that,
subject to the provisions of this Agreement, the Borrower may select different
Interest Rate Options and different Interest Periods to apply to different
Borrowing Tranches of the Committed Loans and may convert to or renew one or
more Interest Rate Options with respect to all or any portion of the Committed
Loans comprising any Borrowing Tranche, provided that there shall not be at any
one time outstanding more than eight (8) Borrowing Tranches in the aggregate
among all of the Committed Loans. If at any time the designated rate applicable
to any Committed Loan made by any Bank exceeds such Bank's highest lawful rate,
the rate of interest on such Bank's Committed Loan shall be limited to such
Bank's highest lawful rate.

          (a)  Revolving Credit Interest Rate Options. The Borrower shall have
the right to select from the following Interest Rate Options applicable to the
Revolving Credit Loans:

          (i)  Revolving Credit Base Rate Option: A fluctuating rate per annum
     (computed on the basis of a year of 365 or 366 days, as the case may be,
     for the actual days elapsed) equal to the Base Rate plus the Applicable
     Margin, such interest rate to change automatically from time to time
     effective as of the effective date of each change in the Base Rate; or

          (ii) Revolving Credit Euro-Rate Option: A rate per annum (computed on
     the basis of a year of 360 days for the actual days elapsed) equal to the
     Euro-Rate plus the Applicable Margin.

          (b) Rate Quotations. The Borrower may call the Agent on or before the
date on which a Committed Loan Request is to be delivered to receive an
indication of the rates then in effect, but it is acknowledged that such
projection shall not be binding on the Agent or the Banks nor affect the rate of
interest which thereafter is actually in effect when the election is otherwise
made in accordance

                                      -19-

<PAGE>

with the terms of this Agreement.

          (c)  Change in Fees or Interest Rates. If the Applicable Margin or
Applicable Fee Amount is increased or reduced with respect to any period for
which the Borrower has already paid interest or Facility Fees, the Agent shall
recalculate the additional interest or Facility Fees due from or the amount of
the refund of interest or Facility Fees due to the Borrower and shall, within
fifteen (15) Business Days after the Agent received the information which gave
rise to such increase or decrease, give the Borrower and the Banks notice of
such recalculation.

          (i)  Any additional interest or Facility Fee due from the Borrower
     shall be paid to the Agent for the account of the Banks on the next date on
     which an interest or fee payment is due; provided, however, that if there
     are no Loans outstanding or if the Loans are due and payable, such
     additional interest or Facility Fee shall be paid promptly after receipt of
     written request for payment from the Agent.

          (ii) Any interest or Facility Fee refund due to the Borrower shall be
     credited against payments otherwise due from the Borrower on the next
     interest or fee payment date or, if the Loans have been repaid and the
     Banks are no longer committed to lend under this Agreement, the Banks shall
     pay the Agent for the account of the Borrower such interest or Facility Fee
     refund not later than five Business Days after written notice from the
     Agent to the Banks.

          Section 3.02 Committed Loans Interest Periods. At any time when the
Borrower shall select, convert to, or renew a Committed Loan Euro-Rate Option,
the Borrower shall notify the Agent thereof at least three (3) Business Days
prior to the effective date of such Euro-Rate Option by delivering a Loan
Request. The notice shall specify a Committed Loan Interest Period during which
such Interest Rate Option shall apply. Notwithstanding the preceding sentence,
the following provisions shall apply to any selection of, renewal of, or
conversion to a Committed Loan Euro-Rate Option:

          (a)  Amount of Borrowing Tranche. Each Borrowing Tranche of Committed
Loan Euro-Rate Loans shall be in integral multiples of $1,000,000 and not less
than $5,000,000;

          (b)  Renewals. In the case of the renewal of a Committed Loan
Euro-Rate Option at the end of an Interest Period, the first day of the new
Interest Period shall be the last day of the preceding Interest Period, without
duplication in payment of interest for such day.

          Section 3.03 Interest After Default. To the extent permitted by Law,
upon the occurrence of an Event of Default and until such time such Event of
Default shall have been cured or waived:

          (a)  Interest Rate. The rate of interest otherwise applicable for each
Loan pursuant to Section 3.01 [Interest Rate Options] shall be increased by 2.0%
per annum; and

          (b)  Other Obligations. Each other Obligation hereunder if not paid
when due shall bear interest at a rate per annum equal to the sum of the rate of
interest applicable under the Revolving Credit Base Rate Option plus an
additional 2.0% per annum from the time such Obligation becomes due and payable
and until it is paid in full.

          (c)  Acknowledgment. The Borrower acknowledges that the increase in
rates referred to in this Section 3.03 reflects, among other things, the fact
that such Loans or other amounts have

                                      -20-

<PAGE>

become a substantially greater risk given their default status and that the
Banks are entitled to additional compensation for such risk; and all such
interest referred to in this Section 3.03 shall be payable by Borrower upon
demand by Agent.

          Section 3.04 Euro-Rate Unascertainable; Illegality; Increased Costs;
Deposits Not Available.

          (a)   Unascertainable. If on any date on which a Euro-Rate would
otherwise be determined with respect to Committed Loans or Bid Loans, the Agent
shall have determined that:

          (i)   adequate and fair means do not exist for ascertaining such
     Euro-Rate, or

          (ii)  a contingency has occurred which materially and adversely
     affects the London interbank eurodollar market relating to the Euro-Rate,
     the Agent shall have the rights specified in Section 3.04(c).

          (b)   Illegality; Increased Costs; Deposits Not Available. If at any
time any Bank shall have determined that:

          (i)   the making, maintenance or funding of any Loan to which a
     Euro-Rate Option applies has been made unlawful by compliance by such Bank
     in good faith with any Law or any interpretation or application thereof by
     any Official Body or with any request or directive of any such Official
     Body (whether or not having the force of Law), or

          (ii)  such Euro-Rate Option will not adequately and fairly reflect the
     cost to such Bank of the establishment or maintenance of any such Loan, or

          (iii) after making all reasonable efforts, deposits of the relevant
     amount in Dollars for the relevant Interest Period for a Loan to which a
     Euro-Rate Option applies are not available to such Bank with respect to
     such Loan in the interbank eurodollar market,

then the Agent shall have the rights specified in Section 3.04(c).

          (c)   Agent's and Bank's Rights. In the case of any event specified in
Section 3.04(a) above, the Agent shall promptly so notify the Banks and the
Borrower thereof, and in the case of an event specified in Section 3.04(b)
above, such Bank shall promptly so notify the Agent and endorse a certificate to
such notice as to the specific circumstances of such notice, and the Agent shall
promptly send copies of such notice and certificate to the other Banks and the
Borrower. Upon such date as shall be specified in such notice (which shall not
be earlier than the date such notice is given), the obligation of (A) the Banks,
in the case of such notice given by the Agent, or (B) such Bank, in the case of
such notice given by such Bank, to allow the Borrower to select, convert to or
renew a Euro-Rate Option shall be suspended until the Agent shall have later
notified the Borrower, or such Bank shall have later notified the Agent, of the
Agent's or such Bank's, as the case may be, determination that the circumstances
giving rise to such previous determination no longer exist. If at any time the
Agent makes a determination under Section 3.04(a) and the Borrower has
previously notified the Agent of its selection of, conversion to or renewal of a
Euro-Rate Option and such Interest Rate Option has not yet gone into effect,
such notification shall be deemed to provide for the termination of Borrower's
Bid Loan request (without penalty) for such Loans if the Borrower has requested
Bid Loans under the Bid Loan Euro-Rate Option and for the selection of,
conversion to or renewal of the Base Rate Option otherwise available with

                                      -21-

<PAGE>

respect to such Loans if the Borrower has requested the Committed Loan Euro-Rate
Option. If any Bank notifies the Agent of a determination under Section 3.04(b),
the Borrower shall, subject to the Borrower's indemnification Obligations under
Section 4.06(b) [Indemnity], as to any Loan of the Bank to which a Euro-Rate
Option applies, on the date specified in such notice either convert such Loan to
the Base Rate Option otherwise available with respect to such Loan or prepay
such Loan in accordance with Section 4.04 [Voluntary Prepayments]. Absent due
notice from the Borrower of conversion or prepayment, such Loan shall
automatically be converted to the Base Rate Option otherwise available with
respect to such Loan upon such specified date.

          Section 3.05 Selection of Interest Rate Options. If the Borrower fails
to select a new Interest Period to apply to any Borrowing Tranche of Committed
Loans under the Committed Euro-Rate Option at the expiration of an existing
Interest Period applicable to such Borrowing Tranche in accordance with the
provisions of Section 3.01(c) [Interest Periods], the Borrower shall be deemed
to have converted such Borrowing Tranche to the Revolving Credit Base Rate
Option commencing upon the last day of the existing Interest Period.

                              ARTICLE IV - PAYMENTS

          Section 4.01 Payments. All payments and prepayments to be made in
respect of principal, interest, Facility Fees, Bid Loan Processing Fees, Agent's
Fee, or other fees or amounts due from the Borrower hereunder shall be payable
prior to 11:00 a.m., New York time, on the date when due without presentment,
demand, protest, or notice of any kind, all of which are hereby expressly waived
by the Borrower, and without set-off, counterclaim, or other deduction of any
nature, and an action therefor shall immediately accrue. Such payments shall be
made to the Agent at the Principal Office for the ratable accounts of the Banks
with respect to the Loans and for the account of the lending Bank with respect
to the Bid Loans, in U.S. Dollars and in immediately availablefunds, and the
Agent shall promptly distribute such amounts to the Banks in immediately
available funds, provided that in the event payments are received by 11:00 a.m.,
New York time, by the Agent with respect to the Loans and such payments are not
distributed to the Banks on the same day received by the Agent, the Agent shall
pay the Banks the Federal Funds Effective Rate with respect to the amount of
such payments for each day held by the Agent and not distributed to the Banks.
The Agent's and each Bank's statement of account, ledger, or other relevant
record shall, in the absence of manifest error, be conclusive as the statement
of the amount of principal of and interest on the Loans and other amounts owing
under this Agreement.

          Section 4.02 Pro Rata Treatment of Banks. Each borrowing of Revolving
Credit Loans shall be allocated to each Bank according to its Ratable Share
(irrespective of the amount of Bid Loans outstanding), and each selection of,
conversion to or renewal of any Interest Rate Option applicable to Revolving
Credit Loans and each payment or prepayment by the Borrower with respect to
principal or interest on the Revolving Credit Loans or Facility Fees, or other
fees (except for the Agent's Fee and the Bid Loan Processing Fee) or amounts due
from the Borrower hereunder to the Banks with respect to the Revolving Credit
Loans, shall (except as provided in Section 3.04(c)[Agent's and Bank's Rights]
in the case of an event specified in Section 3.04 [Euro-Rate Unascertainable;
Etc.], Section 4.04(b) [Replacement of a Bank] or Section 4.06 [Additional
Compensation in Certain Circumstances]) be made in proportion to the applicable
Revolving Credit Loans outstanding from each Bank and, if no such Loans are then
outstanding, in proportion to the Ratable Share of each Bank. Each borrowing of
a Bid Loan shall be made according to the provisions in Section 2.08 hereof and
each payment or prepayment by the Borrower of principal, interest, fees, or
other amounts from the Borrower with respect to Bid Loans shall be made to the
Banks in proportion to the amounts due to such Banks with respect to Bid Loans
then outstanding.

                                      -22-

<PAGE>

          Section 4.03 Interest Payment Dates. Interest on Committed Loans to
which the Base Rate Option applies shall be due and payable in arrears on the
first Business Day of each June, September, December, and March after the date
hereof and on the Expiration Date or upon acceleration of the Loan. Interest on
Committed Loans and Bid Loans to which the Euro-Rate Option applies and Bid
Loans to which the Bid Loan Fixed Rate Option applies shall be due and payable
on the last day of each Interest Period for those Loans and, if such Interest
Period is longer than three (3) Months, also at the end of the third Month of
such Interest Period. Interest on payments of principal and other monetary
Obligations shall be due on the date such payment is due (whether on the stated
maturity date, upon acceleration, or otherwise) or if principal or such other
Obligation is paid earlier than the date when due, then on the date when paid.

          Section 4.04 Voluntary Prepayments..

          (a)   Right to Prepay. The Borrower shall have the right at its option
from time to time to prepay the Committed Loans in whole or part without premium
or penalty (except as provided in Section 4.04(b) below or in Section 4.06
[Additional Compensation in Certain Circumstances]):

          (i)   at any time with respect to any Committed Loan to which the Base
     Rate Option applies,

          (ii)  on the last day of the applicable Interest Period with respect
     to Committed Loans to which a Euro-Rate Option applies,

          (iii) on the date specified in a notice by any Bank pursuant to
     Section 3.04 [Euro-Rate Unascertainable, Etc.] with respect to any
     Committed Loan to which a Euro-Rate Option applies.

          Whenever the Borrower desires to prepay any part of the Committed
Loans, it shall provide a prepayment notice to the Agent by 12:00 Noon, New York
time, at least one (1) Business Day prior to the date of prepayment of Revolving
Credit Loans to which a Base Rate Option applies and at least three (3) Business
Days prior to the date of prepayment of Revolving Credit Loans to which a
Euro-Rate Option applies setting forth the following information:

                (x)  the date, which shall be a Business Day, on which the
          proposed prepayment is to be made;

                (y)  a statement indicating the application of the prepayment
          among the Borrowing Tranches of Revolving Credit Loans; and

                (z)  the total principal amount of such prepayment, which shall
          not be less than $1,000,000 or such lesser amount as may be
          outstanding under the Borrowing Tranche to be prepaid.

          The principal amount of the Committed Loans for which a prepayment
notice is given, together with interest and fees as have accrued on such
principal amount, shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be made;
provided, however, that failure of the Borrower to make payment in accordance
with a prepayment notice given by it shall not be an Event of Default in and of
itself. Except as provided in Section 3.04(c) [Agent's and Bank's rights], if
the Borrower prepays a Committed Loan, but fails to specify the applicable

                                      -23-

<PAGE>

Borrowing Tranche which the Borrower is prepaying, the prepayment shall be
applied first to Committed Loans to which the Base Rate Option applies, then to
Loans to which the Committed Loan Euro-Rate Option applies. Any prepayment
hereunder and any failure of Borrower to make payment in accordance with a
prepayment notice provided by it shall be subject to the Borrower's Obligation
to indemnify the Banks under Section 4.06(b) [Indemnity].

          (b)   Replacement of a Bank. In the event any Bank (i) gives notice
under Section 3.04 [Euro-Rate Unascertainable, Etc.] or Section 4.06(a)
[Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans
because the making of such Loans would contravene any Law applicable to such
Bank, or (iii) becomes subject to the control of an Official Body (other than
normal and customary supervision), then the Borrower shall have the right at its
option, with the consent of the Agent, which shall not be unreasonably withheld,
to prepay the Loans of such Bank in whole, together with all interest accrued
thereon, and terminate such Bank's Commitment at any time after (x) receipt of
such Bank's notice under Section 3.04 [Euro-Rate Unascertainable, Etc.] or
Section 4.06(a) [Increased Costs, Etc.], (y) the date such Bank has failed to
fund Revolving Credit Loans or Bid Loans because the making of such Loans would
contravene Law applicable to such Bank, or (z) the date such Bank became subject
to the control of an Official Body, as applicable; provided that the Borrower
shall also pay to such Bank at the time of such prepayment any amounts required
under Section 4.06 [Additional Compensation in Certain Circumstances] and any
accrued interest due on such amount and any related fees; provided, however,
that the Commitment and any Bid Loan of such Bank shall beprovided by one or
more of the remaining Banks or a replacement bank acceptable to the Agent;
provided, further, the remaining Banks shall have no obligation hereunder to
increase their Commitments or provide the Bid Loan of such Bank. Notwithstanding
the foregoing, the Agent may only be replaced subject to the requirements of
Section 9.14 [Successor Agent].

          (c)   Change of Lending Office. Each Bank agrees that, upon the
occurrence of any event giving rise to increased costs or other special payments
under Section 3.04(b) [Illegality, Etc.] or Section 4.06(a) [Increased Costs,
Etc.] with respect to such Bank, it will if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Bank) to
designate another lending office for any Loans affected by such event, provided
that such designation is made on terms that such Bank and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 4.04(c) shall affect or postpone any of the
Obligations or the rights of the Agent or any Bank provided in this Agreement.

          Section 4.05 Reduction or Termination of Commitments. The aggregate
amount of the Commitments shall be automatically reduced to zero on the
Expiration Date. In addition, the Borrower shall have the right to terminate or
reduce the then unused portion of Commitments at any time or from time to time;
provided, that (a) each partial reduction shall be in an aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof; (b) at no
time shall the total amount of the Commitments be less than current Loans
outstanding; and (c) the Borrower shall provide at least five (5) Business Days
prior written notice of each such termination or reduction to the Agent
specifying the amount of the Commitments to be reduced or terminated. Each such
notice shall be irrevocable, and Commitments once terminated or reduced may not
be reinstated.

          Section 4.06 Additional Compensation in Certain Circumstances.

          (a)   Increased Costs or Reduced Return Resulting From Taxes,
Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or
interpretation or any change in any

                                      -24-

<PAGE>

Law, guideline or interpretation or application thereof by any Official Body
charged with the interpretation or administration thereof or compliance with any
request or directive (whether or not having the force of Law) of any central
bank or other Official Body:

          (i)   subjects any Bank to any tax or changes the basis of taxation
     with respect to this Agreement, the Committed Loans or the Bid Loans or
     payments by the Borrower of principal, interest, Facility Fees, or other
     amounts due from the Borrower hereunder (except for taxes on the overall
     net income of such Bank),

          (ii)  imposes, modifies or deems applicable any reserve (including the
     Euro-Rate Reserve Percentage), special deposit or similar requirement
     against credits or commitments to extend credit extended by, or assets
     (funded or contingent) of, deposits with or for the account of, or other
     acquisitions of funds by, any Bank, or

          (iii) imposes, modifies or deems applicable any capital adequacy or
     similar requirement (A) against assets (funded or contingent) of, or
     letters of credit, other credits or commitments to extend credit extended
     by, any Bank, or (B) otherwise applicable to the obligations of any Bank
     under this Agreement,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Bank with respect to this Agreement, or the making, maintenance or funding of
any part of the Committed Loans or the Bid Loans (or, in the case of any capital
adequacy or similar requirement, to have the effect of reducing the rate of
return on any Bank's capital, taking into consideration such Bank's customary
policies with respect to capital adequacy) by an amount which such Bank in its
sole discretion deems to be material, such Bank shall from time to time notify
the Borrower and the Agent of the amount determined in good faith (using any
averaging and attribution methods employed in good faith) by such Bank to be
necessary to compensate such Bank for such increase in cost, reduction of
income, additional expense or reduced rate of return. Such notice shall set
forth in reasonable detail the basis for such determination. Such amount shall
be due and payable by the Borrower to such Bank ten (10) Business Days after
such notice is given.

          (b)   Indemnity. In addition to the compensation required by Section
4.06(a) [Increased Costs, Etc.], the Borrower shall indemnify each Bank against
all liabilities, losses, or expenses (including loss of margin, any loss or
expense incurred in liquidating or employing deposits from third parties and any
loss or expense incurred in connection with funds acquired by a Bank to fund or
maintain Loans subject to a Euro-Rate Option or the Bid Loan Fixed Rate Option)
which such Bank sustains or incurs as a consequence of any

          (i)   payment, prepayment, conversion, or renewal of any Loan to which
     a Euro-Rate Option or the Bid Loan Fixed Rate Option applies on a day other
     than the last day of the corresponding Interest Period (whether or not such
     payment or prepayment is mandatory, voluntary, or automatic and whether or
     not such payment or prepayment is then due),

          (ii)  attempt by the Borrower to revoke (expressly, by later
     inconsistent notices or otherwise) in whole or part any Loan Requests under
     Section 2.05 [Revolving Credit Loan Requests], Section 2.08 [Bid Loan
     Facility] or Section 3.01(c) [Interest Periods] or notice relating to
     prepayments under Section 4.04 [Voluntary Prepayments], or

                                      -25-

<PAGE>

          (iii) default by the Borrower in the performance or observance of any
     covenant or condition contained in this Agreement or any other Loan
     Document, including any failure of the Borrower to pay when due (by
     acceleration or otherwise) any principal of or interest on the Committed
     Loans or the Bid Loans, Facility Fee, or any other amount due hereunder; or

          (iv)  payment or prepayment of any Bid Loan on a day other than the
     maturity date thereof (whether or not such payment or prepayment is
     mandatory or voluntary).

          If any Bank sustains or incurs any such loss or expense, it shall from
time to time notify the Borrower of the amount determined in good faith by such
Bank (which determination may include such assumptions, allocations of costs and
expenses, and averaging or attribution methods as such Bank shall deem
reasonable) to be necessary to indemnify such Bank for such loss or expense.
Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrower to such Bank
ten (10) Business Days after such notice is given.

          Section 4.07 Taxes.

          (a)   No Deductions. All payments made by Borrower hereunder and under
each Note shall be made free and clear of and without deduction for any present
or future taxes, levies, imposts, deductions, charges, or withholdings, and all
liabilities with respect thereto, excluding taxes imposed on the net income of
any Bank and all income and franchise taxes applicable to any Bank of the United
States (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings, and liabilities being hereinafter referred to as "Taxes"). If
Borrower shall be required by Law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note, (i) the sum payable shall be increased
as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 4.07(a))
each Bank receives an amount equal to the sum it would have received had no such
deductions been made, (ii) Borrower shall make such deductions, and (iii)
Borrower shall timely pay the full amount deducted to the relevant tax authority
or other authority in accordance with applicable Law.

          (b)   Stamp Taxes. In addition, Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges, or similar levies which arise from any payment made hereunder or from
the execution, delivery, or registration of, or otherwise with respect to, this
Agreement or any Note (hereinafter referred to as "Other Taxes").

          (c)   Indemnification for Taxes Paid by a Bank. Borrower shall
indemnify each Bank for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 4.07(c)) paid by any Bank and any liability
(including penalties, interest, and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted. This indemnification shall be made within 30 days from the date a Bank
makes written demand therefor.

          (d)   Certificate. Within 30 days after the date of any payment of any
Taxes by Borrower, Borrower shall furnish to each Bank, at its address referred
to herein, the original or a certified copy of a receipt evidencing payment
thereof.

          (e)   Survival. Without prejudice to the survival of any other
agreement of Borrower hereunder, the agreements and obligations of Borrower
contained in this Section 4.07 shall survive the payment in full of principal
and interest hereunder and under any instrument delivered hereunder.

                                      -26-

<PAGE>

          Section 4.08 Judgment Currency.

          (a)   Currency Conversion Procedures for Judgments. If for the
purposes of obtaining judgment in any court it is necessary to convert a sum due
hereunder or under a Note in any currency (the "Original Currency") into another
currency (the "Other Currency"), the parties hereby agree, to the fullest extent
permitted by Law, that the rate of exchange used shall be that at which in
accordance with normal banking procedures each Bank could purchase the Original
Currency with the Other Currency after any premium and costs of exchange on the
Business Day preceding that on which final judgment is given.

          (b)   Indemnity in Certain Events. The obligation of Borrower in
respect of any sum due from Borrower to any Bank hereunder shall,notwithstanding
any judgment in an Other Currency, whether pursuant to a judgment or otherwise,
be discharged only to the extent that, on the Business Day following receipt by
any Bank of any sum adjudged to be so due in such Other Currency, such Bank may
in accordance with normal banking procedures purchase the Original Currency with
such Other Currency. If the amount of the Original Currency so purchased is less
than the sum originally due to such Bank in the Original Currency, Borrower
agrees, as a separate obligation and notwithstanding any such judgment or
payment, to indemnify such Bank against such loss.

          Section 4.09 Notes, Maturity. The Revolving Credit Loans made by each
Bank shall be evidenced by a Revolving Credit Note in the form of Exhibit
1.01(R). All Revolving Credit Loans shall be due and payable, if not sooner
paid, on the Expiration Date.

                   ARTICLE V - REPRESENTATIONS AND WARRANTIES

          Section 5.01 Representations and Warranties. The Borrower represents
and warrants to the Agent and each of the Banks as follows:

          (a)   Organization and Qualification. The Borrower is a corporation
duly organized, validly existing, and in good standing under the laws of its
jurisdiction of organization. Borrower has the lawful power to own or lease its
properties and to engage in the business it presently conducts. Borrower is duly
licensed or qualified and in good standing in each jurisdiction where the
property owned or leased by it or the nature of the business transacted by it or
both makes such licensing or qualification necessary.

          (b)   Capitalization and Subsidiaries. As of the Closing Date, ACE
Risk Assurance Company, a Maryland corporation, is the sole Subsidiary of
Borrower and such Subsidiary is an inactive corporation having no material
liabilities or Indebtedness. The authorized capital stock of the Borrower is
owned by ACE Financial Services, Inc., a Delaware corporation, and all such
shares of stock have been validly issued and are fully paid and nonassessable.

          (c)   Power and Authority. Borrower has full power to enter into,
execute, deliver, and carry out this Agreement and the other Loan Documents to
which it is a party, to incur the Indebtedness contemplated by the Loan
Documents, and to perform its Obligations under the Loan Documents to which it
is a party, and all such actions have been duly authorized by all necessary
proceedings on its part.

          (d)   Validity and Binding Effect. This Agreement has been duly and
validly executed and delivered by Borrower, and each other Loan Document which
Borrower is required to execute and

                                      -27-

<PAGE>

deliver as of the date hereof has been duly executed and delivered by Borrower.
Assuming the due execution and delivery by Agent and the Banks of those Loan
Documents to which they are a party, this Agreement and each other Loan Document
to which Borrower is a party constitute the legal, valid and binding obligations
of Borrower on and after its date of delivery thereof, enforceable against
Borrower in accordance with its terms, except to the extent that enforceability
of any of such Loan Document may be limited by bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting the enforceability
of creditors' rights generally or limiting the right of specific performance.

          (e)   No Conflict. Neither the execution and delivery of this
Agreement or the other Loan Documents by Borrower nor the consummation of the
transactions herein or therein contemplated or compliance with the terms and
provisions hereof or thereof will conflict with, constitute a default under or
result in any breach of (i) the terms and conditions of the certificate or
articles of incorporation, bylaws, or other organizational documents of
Borrower, or (ii) any Law or any material agreement or instrument or order,
writ, judgment, injunction, or decree to which Borrower is a party or by which
it is bound or to which it is subject, or result in the creation or enforcement
of any Lien, charge or encumbrance whatsoever upon any property (now or
hereafter acquired) of Borrower (other than Permitted Liens).

          (f)   Litigation. There are no actions, suits, proceedings, or
investigations pending or, to the knowledge of Borrower, threatened against
Borrower at law or in equity before any Official Body which individually or in
the aggregate may result in any Material Adverse Change. Borrower is not in
violation of any order, writ, injunction, or any decree of any Official Body
which may result in any Material Adverse Change.

          (g)   Title to Properties. Borrower has good and marketable title to
or valid leasehold interests in all properties, assets, and other rights which
it purports to own or lease or which are reflected as owned or leased on its
books and records, free and clear of all Liens and encumbrances except Permitted
Liens. All leases of property are in full force and effect and are subject only
to the terms and conditions of the applicable leases.

          (h)   Financial Statements, Reinsurance Coverage.

                (A)  Historical Statements. The Borrower has delivered to the
     Agent copies of its audited consolidated year-end financial statements for
     and as of the end of the three (3) fiscal years ended December 31, 1999,
     2000, and 2001 (the "Historical Statements"). The Historical Statements
     were compiled from the books and records maintained by the Borrower's
     management, are correct and complete and fairly represent the consolidated
     financial condition of the Borrower and its Subsidiaries as of their dates
     and the results of operations for the fiscal periods then ended and have
     been prepared in accordance with GAAP and statutory requirements
     consistently applied.

                (B)  Accuracy of Financial Statements. Neither the Borrower nor
     any Subsidiary of the Borrower has any liabilities, contingent or
     otherwise, or forward or long-term commitments or Off-Balance Sheet
     Transactions that are not disclosed in the Historical Statements or in the
     notes thereto, and except as disclosed therein there are no unrealized or
     anticipated losses from any commitments of the Borrower or any Subsidiary
     of the Borrower which may cause a Material Adverse Change. Since December
     31, 2001, no Material Adverse Change has occurred.

                                      -28-

<PAGE>

                (C)  Reinsurance Coverage. The Borrower has delivered Schedule
     5.01(h) to the Agent setting forth the amount, terms, and provider(s) to
     Borrower of reinsurance and the extent of the Borrower's insurance or
     reinsurance exposure covered thereby; Schedule 5.01(h) is correct and
     complete and fairly represents the reinsurance coverage pertaining to the
     business of Borrower and its Subsidiaries as of December 31, 2001
     ("Existing Reinsurance Coverage").

          (i)   Use of Proceeds; Margin Stock. The Borrower intends to use the
proceeds of the Loans in accordance with Section 2.07 and Section 7.01(j).
Borrower does not engage or intend to engage principally, or as one of its
important activities, in the business of extending credit for the purpose,
immediately, incidentally or ultimately, of purchasing or carrying margin stock
(such term used herein within the meaning of Regulation U). No part of the
proceeds of any Loan has been or will be used, immediately, incidentally or
ultimately, to purchase or carry any margin stock or to extend credit to others
for the purpose of purchasing or carrying any margin stock or to refund
Indebtedness originally incurred for such purpose, or for any purpose which
entails a violation of or which is inconsistent with the provisions of the
regulations of the Board of Governors of the Federal Reserve System. Borrower
does not hold or intend to hold margin stock in such amounts that more than 25%
of the reasonable value of its assets are or will be represented by margin
stock.

          (j)   Full Disclosure. Neither this Agreement nor any other Loan
Document, nor any certificate, statement, agreement, or other document furnished
to the Agent or any Bank by the Borrower in connection herewith or therewith,
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein and therein, in
light of the circumstances under which they were made, not misleading. There is
no fact known to Borrower which materially adversely affects the business,
property, assets, financial condition, results of operations, or prospects of
Borrower which has not been set forth in this Agreement or in the certificates,
statements, agreements, or other documents furnished in writing to the Agent and
the Banks by the Borrower prior to or at the date hereof in connection with the
transactions contemplated hereby.

          (k)   Taxes. All federal, state, local, and other tax returns required
to have been filed with respect to Borrower have been filed, and payment or
adequate provision has been made for the payment of all taxes, fees,
assessments, and other governmental charges which have or may become due
pursuant to said returns or to assessments received, except to the extent that
such taxes, fees, assessments, and other charges are being contested in good
faith by appropriate proceedings diligently conducted and for which such
reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made. There are no agreements or waivers extending the statutory
period of limitations applicable to any federal income tax return of Borrower
for any period.

          (l)   Consents and Approvals. No consent, approval, exemption, order,
or authorization of, or a registration or filing with, any Official Body or any
other Person is required by any Law or any agreement in connection with the
execution, delivery, or carrying out of this Agreement or any of the other Loan
Documents by Borrower, except such as have been obtained or made on or prior to
the Closing Date.

          (m)   No Event of Default; Compliance With Instruments. No event has
occurred and is continuing and no condition exists or will exist after giving
effect to the borrowings or other extensions of credit to be made on the Closing
Date under or pursuant to the Loan Documents which constitutes an Event of
Default or Potential Default. Borrower is not in violation of (i) any term of
its certificate or articles of incorporation, bylaws, or other organizational
documents or (ii) any material agreement or instrument to which it is a party or
by which it or any of its properties may be subject or

                                      -29-

<PAGE>

bound where such violation would constitute a Material Adverse Change.

          (n)  Licenses, Etc. Borrower owns or possesses all the material
licenses, registrations, franchises, permits, and rights necessary to own and
operate its properties and to carry on its business as presently conducted by
Borrower, without conflict with the rights of others.

          (o)  Insurance. No notice has been given or claim made and no grounds
exist to cancel or avoid any insurance policy or bond in favor of Borrower or
any of its property, or to reduce the coverage provided thereby. Such policies
and bonds provide adequate coverage from reputable and financially sound
insurers in amounts sufficient to insure the assets and risks of Borrower in
accordance with prudent business practice in the industry of the Borrower.

          (p)  Compliance With Laws. The Borrower is in compliance in all
material respects with all applicable Laws in all jurisdictions in which
Borrower is doing business, except where the failure to do so would not
constitute a Material Adverse Change.

          (q)  Material Contracts; Burdensome Restrictions. All material
contracts relating to the business operations of Borrower are valid, binding,
and enforceable upon Borrower and, to the knowledge of Borrower, each of the
other parties thereto in accordance with their respective terms, and there is no
default thereunder, to the Borrower's knowledge, with respect to parties other
than Borrower. Borrower is not bound by any contractual obligation, or subject
to any restriction in any organizational document or any requirement of Law,
which in and of itself is material and adverse to Borrower.

          (r)  Investment Companies; Regulated Entities. Borrower is not an
"investment company" registered or required to be registered under the
Investment Company Act of 1940 or under the "control" of an "investment company"
as such terms are defined in the Investment Company Act of 1940 and shall not
become such an "investment company" or under such "control." Borrower is not
subject to any other Federal or state statute or regulation limiting its ability
to incur Indebtedness for borrowed money.

          (s)  Plans and Benefit Arrangements. The Borrower and each other
member of the ERISA Group are in compliance in all material respects with any
applicable provisions of ERISA with respect to all Benefit Arrangements, Plans,
and Multiemployer Plans. There has been no Prohibited Transaction with respect
to any Benefit Arrangement or any Plan or, to the best knowledge of the
Borrower, with respect to any Multiemployer Plan or Multiple Employer Plan,
which could result in any material liability of the Borrower or any other member
of the ERISA Group. The Borrower and all other members of the ERISA Group have
made when due any and all payments required to be made under any agreement
relating to a Multiemployer Plan or a Multiple Employer Plan or any Law
pertaining thereto. With respect to each Plan and Multiemployer Plan, the
Borrower and each other member of the ERISA Group (i) have fulfilled in all
material respects their obligations under the minimum funding standards of
ERISA, (ii) have not incurred any liability to the PBGC other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, and (iii) have not had
asserted against them any penalty for failure to fulfill the minimum funding
requirements of ERISA. All Plans, Benefit Arrangements and Multiemployer Plans
have been administered in accordance with their terms and applicable Law.

          The Borrower and each other member of the ERISA Group are in
compliance in all material respects with any applicable provisions of ERISA with
respect to all Benefit Arrangements, Plans, and Multiemployer Plans. There has
been no Prohibited Transaction with respect to any Benefit Arrangement or any
Plan or, to the best knowledge of the Borrower, with respect to any
Multiemployer

                                      -30-

<PAGE>

Plan or Multiple Employer Plan, which could result in any material liability of
the Borrower or any other member of the ERISA Group. The Borrower and all other
members of the ERISA Group have made when due any and all payments required to
be made under any agreement relating to a Multiemployer Plan or a Multiple
Employer Plan or any Law pertaining thereto. With respect to each Plan and
Multiemployer Plan, the Borrower and each other member of the ERISA Group (i)
have fulfilled in all material respects their obligations under the minimum
funding standards of ERISA, (ii) have not incurred any liability to the PBGC
other than PBGC premiums due but not delinquent under Section 4007 of ERISA, and
(iii) have not had asserted against them any penalty for failure to fulfill the
minimum funding requirements of ERISA. All Plans, Benefit Arrangements and
Multiemployer Plans have been administered in accordance with their terms and
applicable Law.

          (A)  No event requiring notice to the PBGC under Section 302(f)(4)(A)
     of ERISA has occurred or is reasonably expected to occur with respect to
     any Plan, and no amendment with respect to which security is required under
     Section 307 of ERISA has been made or is reasonably expected to be made to
     any Plan.

          (B)  Neither the Borrower nor any other member of the ERISA Group has
     incurred or reasonably expects to incur any material withdrawal liability
     under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither
     the Borrower nor any other member of the ERISA Group has been notified by
     any Multiemployer Plan or Multiple Employer Plan that such Multiemployer
     Plan or Multiple Employer Plan has been terminated within the meaning of
     Title IV of ERISA and, to the best knowledge of the Borrower, no
     Multiemployer Plan or Multiple Employer Plan is reasonably expected to be
     reorganized or terminated, within the meaning of Title IV of ERISA.

          (t)  Senior Debt Status. The Obligations of Borrower under this
Agreement and each of the other Loan Documents to which it is a party do rank
and will rank at least pari passu in priority of payment with all other
Indebtedness of Borrower except (i) Indebtedness of Borrower to the extent
secured by Permitted Liens, and (ii) Indebtedness which constitutes a "preferred
claim" under Section 9-227 of the Maryland Insurance Law in the event of the
liquidation, rehabilitation, reorganization, or conservation of the Borrower.
The Obligations of ACE under the Guaranty Agreement do rank and will rank at
least pari passu in priority of payment with all other senior unsecured
Indebtedness of ACE. There is no Lien upon or with respect to any of the
properties or income of Borrower which secures indebtedness or other obligations
of any Person except for Permitted Liens.

          Section 5.02 Continuation of Representations. The Borrower makes the
representations and warranties in this ARTICLE V on the date hereof and on the
Closing Date and each date thereafter on which a Loan is made as provided in and
subject to Section 6.01 and Section 6.02.

                       ARTICLE VI - CONDITIONS OF LENDING

          The obligation of each Bank to make Loans hereunder is subject to the
performance by the Borrower of its Obligations to be performed hereunder at or
prior to the making of any such Loans and to the satisfaction of the following
further conditions:

          Section 6.01 First Loans. On the Closing Date:

          (a)  Representations and Warranties True and Complete, No Defaults.
The representations and warranties of the Borrower contained in Section 6 shall
be true, complete, and

                                      -31-

<PAGE>

accurate on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), and the Borrower shall have
performed and complied with all covenants and conditions hereof and thereof, no
Event of Default or Potential Default shall have occurred and be continuing.

          (b)   Secretary's Certificate. There shall be delivered to the Agent
for the benefit of each Bank certificates dated the Closing Date and signed by
the Secretary or an Assistant Secretary of the Borrower and ACE, certifying as
appropriate as to:

          (i)   all action taken by each Borrower and ACE in connection with
     this Agreement and the other Loan Documents;

          (ii)  the names of the officer or officers authorized to sign this
     Agreement and the other Loan Documents and the true signatures of such
     officer or officers and specifying the Authorized Officers permitted to act
     on behalf of Borrower and ACE for purposes of this Agreement and the true
     signatures of such officers, on which the Agent and each Bank may
     conclusively rely; and

          (iii) copies of its organizational documents, including its
     certificate or articles of incorporation and bylaws as in effect on the
     Closing Date certified by the appropriate state official where such
     documents are filed in a state office together with certificates from the
     appropriate state officials as to the continued existence and good standing
     of Borrower and ACE in each jurisdiction where organized.

          (c)   Delivery of Notes, Guaranty Agreements, and Loan Request. The
Notes and Guaranty Agreement shall have been duly executed and delivered to the
Agent for the benefit of the Banks.

          (d)   Opinion of Counsel. There shall be delivered to the Agent for
the benefit of each Bank one or more written opinions of counsel for the
Borrower and ACE dated the Closing Date and in form and substance satisfactory
to the Agent and its counsel:

          (i)   as to the matters set forth in Exhibit 6.01(d); and

          (ii)  as to such other matters incident to the transactions
     contemplated herein as the Agent may reasonably request.

          (e)   Legal Details. All legal details and proceedings in connection
with the transactions contemplated by this Agreement and the other Loan
Documents shall be in form and substance satisfactory to the Agent and counsel
for the Agent, and the Agent shall have received all such other counterpart
originals or certified or other copies of such documents and proceedings in
connection with such transactions, in form and substance satisfactory to the
Agent and said counsel, as the Agent or said counsel may reasonably request.

          (f)   Payment of Fees. The Borrower shall have paid or caused to be
paid to the Agent for itself and for the account of the Banks to the extent not
previously paid the Facility Fees, all other fees accrued through the Closing
Date and the costs and expenses for which the Agent and the

                                      -32-

<PAGE>

Banks are entitled to be reimbursed.

          (g)  No Material Adverse Change. There has not occurred a Material
Adverse Change since the date of the Historical Statements.

          Section 6.02 Each Additional Loan. At the time of making any Loans,
other than Loans made on the Closing Date, and after giving effect to the
proposed extensions of credit: the representations and warranties of the
Borrower contained in ARTICLE V and in the other Loan Documents and the
representations and warranties of each Material Subsidiary contained or
incorporated in the Guarantor Joinder given by such Material Subsidiary pursuant
to Section 10.18 shall be true on and as of the date of such additional Loan
with the same effect as though such representations and warranties had been made
on and as of such date (except representations and warranties which expressly
relate solely to an earlier date or time, which representations and warranties
shall be true and correct on and as of the specific dates or times referred to
therein) and the Borrower shall have performed and complied with all covenants
and conditions hereof that are required to be performed or complied with as of
the date of such Loan and each Material Subsidiary shall have complied with
Section 10.18 and all other covenants and conditions that are required to be
performed or complied with as of the date of such Loan and which are set forth
in or incorporated into the Guarantor Joinder given by such Material Subsidiary
pursuant to Section 10.18; no Event of Default or Potential Default shall have
occurred and be continuing or shall exist; and the Borrower shall have delivered
to the Agent a duly executed and completed Loan Request.

                             ARTICLE VII - COVENANTS

          Section 7.01 Affirmative Covenants. The Borrower covenants and agrees
that, until payment in full of the Loans, and interest thereon, satisfaction of
all of the other Obligations under the Loan Documents and termination of the
Commitments, the Borrower shall comply at all times with the following
affirmative covenants:

          (a)  Preservation of Existence, Etc. The Borrower shall, and shall
cause each of its Material Subsidiaries to, maintain its legal existence as a
corporation, limited partnership, or limited liability company and its license
or qualification and good standing in each jurisdiction in which its ownership
or lease of property or the nature of its business makes such license or
qualification necessary, except as otherwise expressly permitted in Section
7.02(f) [Liquidations, Mergers, Etc.].

          (b)  Payment of Liabilities, Including Taxes, Etc. The Borrower shall,
and shall cause each of its Material Subsidiaries to, duly pay and discharge all
liabilities to which it is subject or which are asserted against it, promptly as
and when the same shall become due and payable, including all taxes,
assessments, and governmental charges upon it or any of its properties, assets,
income or profits, prior to the date on which penalties attach thereto, except
to the extent that such liabilities, including taxes, assessments or charges,
are being contested in good faith and by appropriate and lawful proceedings
diligently conducted and for which such reserve or other appropriate provisions,
if any, as shall be required by GAAP shall have been made,, provided that the
Borrower will pay, and cause its Material Subsidiaries to pay, all such
liabilities forthwith upon the commencement of proceedings to foreclose any Lien
which may have attached as security therefor.

          (c)  Maintenance of Insurance. The Borrower shall, and shall cause
each of its Material Subsidiaries to, insure its properties and assets against
loss or damage by insurable hazards as such assets are commonly insured
(including, to the extent applicable to the respective industry of

                                      -33-

<PAGE>

Borrower or any Subsidiary thereof, fire, extended coverage, property damage,
workers' compensation, public liability, and business interruption insurance)
and against other risks (including errors and omissions) in such amounts as
similar properties and assets are insured by prudent companies in similar
circumstances carrying on similar businesses, and with reputable and financially
sound insurers, including self-insurance to the extent customary.

          (d)  Maintenance of Properties and Leases. The Borrower shall, and
shall cause each of its Material Subsidiaries to, maintain in good repair,
working order, and condition (ordinary wear and tear excepted) in accordance
with the general practice of other businesses of similar character and size, all
of those properties useful or necessary to its business, and from time to time
Borrower will make or cause to be made all appropriate repairs, renewals, or
replacements thereof.

          (e)  Maintenance of Licenses, Etc. The Borrower shall, and shall cause
each of its Material Subsidiaries to, maintain in full force and effect all
licenses, franchises, permits, rights, and other authorizations necessary for
the ownership and operation of its properties and business if the failure so to
maintain the same would constitute a Material Adverse Change.

          (f)  Visitation Rights. The Borrower shall, and shall cause each of
its Material Subsidiaries to, permit any of the officers or authorized employees
or representatives of the Agent to visit and inspect any of its properties and
to examine and make excerpts from its books and records and discuss its business
affairs, finances and accounts with its officers, all in such detail and at such
times and as often as the Agent may reasonably request and at the pro rata
expense of the Banks (if requested by the Required Banks) or the Agent (if not
so requested), provided that the Agent shall provide the Borrower with
reasonable notice prior to any visit or inspection and provided, further, that
during the continuation of any Event of Default, each Bank shall have the right
of visitation and inspection granted above to Agent and all such visits and
inspections by Agent and any Bank during the continuation of an Event of Default
shall be at the expense of Borrower. In the event any Bank desires to conduct a
visitation or inspection of Borrower or any Subsidiary during the continuation
of an Event of Default, such Bank shall make a reasonable effort to conduct such
visitation and inspection contemporaneously with any visitation or inspection to
be performed by the Agent.

          (g)  Keeping of Records and Books of Account. The Borrower shall, and
shall cause each Subsidiary of the Borrower to, maintain and keep proper books
of record and account which enable the Borrower and its Material Subsidiaries to
issue financial statements in accordance with GAAP and as otherwise required by
applicable Laws of any Official Body having jurisdiction over the Borrower or
any Subsidiary of the Borrower, and in which full, true and correct entries
shall be made in all material respects of all its dealings and business and
financial affairs.

          (h)  Plans and Benefit Arrangements. The Borrower shall, and shall
cause each other member of the ERISA Group to, comply with ERISA, the Internal
Revenue Code and other Laws applicable to Plans and Benefit Arrangements except
where such failure, alone or in conjunction with any other failure, would not
result in a Material Adverse Change. Without limiting the generality of the
foregoing, the Borrower shall cause all of its Plans and all Plans maintained by
any member of the ERISA Group to be funded in accordance with the minimum
funding requirements of ERISA and shall make, and cause each member of the ERISA
Group to make, in a timely manner, all contributions due to Plans, Benefit
Arrangements and Multiemployer Plans.

          (i)  Compliance With Laws. The Borrower shall, and shall cause each of
its Material Subsidiaries to, comply with all applicable Laws in all respects,
provided that it shall not be deemed to be

                                      -34-

<PAGE>

a violation of this Section 7.01(i) if any failure to comply with any Law would
not result in fines, penalties, remediation costs, other similar liabilities or
injunctive relief which in the aggregate would constitute a Material Adverse
Change.

          (j)   Use of Proceeds. The Borrower will use the proceeds of the Loans
only for the general corporate purposes and working capital needs of Borrower.
The Borrower shall not use the proceeds of the Loans for any purposes which
contravenes any applicable Law or any provision hereof.

          (k)   Senior Debt Status. The Borrower shall ensure that the
Obligations of Borrower and any Material Subsidiary under this Agreement, a
Guarantor Joinder, the Guaranty Agreement, and each of the other Loan Documents
to which it is a party shall at all times rank at least pari passu in priority
of payment with all other senior unsecured Indebtedness of Borrower or such
Material Subsidiary (except to the extent of any Indebtedness which has a
"preferred" status under any Law governing the bankruptcy, liquidation,
insolvency, rehabilitation, reorganization, conservation, or like circumstance
of the Borrower or such Material Subsidiary) and no such other senior unsecured
Indebtedness of Borrower or any Material Subsidiary shall at any time be
governed by or subject to covenants, defaults, or other provisions that are more
restrictive on Borrower or any Material Subsidiary than those set forth herein;
and provided that if payment of any present or future Indebtedness of Borrower
or any Material Subsidiary, except Indebtedness of such Borrower or any Material
Subsidiary to the extent secured by Permitted Liens, shall at any time hereafter
become secured by any Lien on any property, Borrower or such Material Subsidiary
shall secure payment of the Obligations with a Lien of like priority on the same
or substantially similar property of the same or greater value (but, in any
event, such Lien shall secure an amount of Obligations not to exceed the amount
secured by the Lien given to secure payment of such other Indebtedness).

          Section 7.02 Negative Covenants. The Borrower covenants and agrees
that until payment in full of the Loans and interest thereon, satisfaction of
all of the other Obligations hereunder and termination of the Commitments, the
Borrower shall comply with the following negative covenants:

          (a)   Indebtedness. The Borrower shall not, and shall not permit any
of its Material Subsidiaries to, at any time create, incur, assume, or suffer to
exist any Indebtedness, except:

          (i)   Indebtedness under the Loan Documents;

          (ii)  Existing Indebtedness as set forth on Schedule 7.02(a)
     (including any extensions or renewals thereof, provided there is no
     increase in the amount thereof or other significant change in the terms
     thereof unless otherwise specified on Schedule 7.02(a);

          (iii) Capitalized and operating leases;

          (iv)  Indebtedness secured by Purchase Money Security Interests;

          (v)   Indebtedness of Borrower or any Material Subsidiary to Borrower
     or any other Material Subsidiary or any of their respective Affiliates;

          (vi)  Any Interest Rate Hedge;

          (vii) Any Guaranties permitted pursuant to Section 7.02(c); and

                                      -35-

<PAGE>

          (viii) Other Indebtedness of Borrower which is non-recourse to
     Borrower and in the nature (as to its purpose and non-recourse structure)
     of that existing Indebtedness in favor of Deutsche Bank shown on Exhibit
     7.02(a) ("Soft Capital") and other Indebtedness in an amount outstanding at
     any time not to exceed five percent (5%) of the consolidated tangible net
     worth of the Borrower and its Subsidiaries.

          (b)    Liens. The Borrower shall not, and shall not permit any of its
Material Subsidiaries to, at any time create, incur, assume, or suffer to exist
any Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens.

          (c)    Guaranties. The Borrower shall not, and shall not permit any of
its Material Subsidiaries to, at any time, directly or indirectly, become or be
liable in respect of any Guaranty, or assume, guaranty, become surety for,
endorse or otherwise agree, become or remain directly or contingently liable
upon or with respect to any obligation or liability of any other Person, except
for Guaranties of that Indebtedness of the Borrower and the Material
Subsidiaries permitted hereunder and (the following, collectively,
"Insurance-Related Guaranties"): (i) reinsurance and insurance policies and
Guaranties which Borrower or any Material Subsidiary is licensed to provide in
the ordinary course of its reinsurance or insurance business, and (ii)
Guaranties given by Borrower to support credit derivative transactions entered
into by AGR Financial Products Inc., a Delaware corporation and Affiliate of
Borrower ("Credit Derivative Guaranties"), subject, however, to the terms of
Section 7.02(p).

          (d)    Loans and Investments. The Borrower shall not, and shall not
permit any of its Material Subsidiaries to, at any time make or suffer to remain
outstanding any loan or advance to, or purchase, acquire or own any stock,
bonds, notes or securities of, or any partnership interest (whether general or
limited) or limited liability company interest in, or any other investment or
interest in, or make any capital contribution to, any other Person, or agree,
become, or remain liable to do any of the foregoing, except:

          (i)    trade credit extended on usual and customary terms in the
     ordinary course of business;

          (ii)   advances to employees to meet expenses incurred by such
     employees in the ordinary course of business;

          (iii)  Permitted Investments and Permitted Acquisitions; and

          (iv)   loans, advances and investments in Borrower and any Material
     Subsidiary.

          (e)    Dividends and Related Distributions. The Borrower shall not,
and shall not permit any of its Material Subsidiaries to, make or pay, or agree
to become or remain liable to make or pay, any dividend or other distribution of
any nature (whether in cash, property, securities or otherwise) on account of or
in respect of its shares of capital stock, partnership interests, or limited
liability company interests or on account of the purchase, redemption,
retirement, or acquisition of its shares of capital stock (or warrants, options
or rights therefor), partnership interests or limited liability company
interests, except dividends or other distributions payable to Borrower or any
Material Subsidiary and except for dividends payable by Borrower not in excess
of $15,000,000 in any fiscal year of Borrower.

          (f)    Liquidations, Mergers, Consolidations, Acquisitions. The
Borrower shall not,

                                      -36-

<PAGE>

and shall not permit any of its Material Subsidiaries to, dissolve, liquidate,
or wind-up its affairs, or become a party to any merger or consolidation, or
acquire by purchase, lease, or otherwise all or substantially all of the assets
or capital stock of or other ownership interest in any other Person, provided
that

                (1)  any Material Subsidiary may consolidate or merge into
Borrower or any other Material Subsidiary or any of their respective Affiliates,
and

                (2)  Borrower or any Material Subsidiary may acquire, whether by
purchase or by merger, (A) all of the ownership interests of another Person or
(B) substantially all of the assets of another Person or of a business or
division of another Person (each an "Permitted Acquisition"), provided that each
of the following requirements is met:

          (i)   if the Borrower or any Material Subsidiary is acquiring the
     ownership interests in such Person and such Person meets the criteria for a
     Material Subsidiary set forth in the definition of such term at Section
     1.01, such Person shall execute a Guarantor Joinder and join this Agreement
     as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or
     before the date of such Permitted Acquisition;

          (ii)  the board of directors or other equivalent governing body of
     such Person shall have approved such Permitted Acquisition (if such
     approval has been given or if such approval would be required by Law) and
     the Borrower or the relevant Material Subsidiary shall have delivered to
     the Banks written evidence of such approval of the board of directors (or
     equivalent body) of such Person for such Permitted Acquisition or, if such
     approval is not given and not required by Law and any proceeds of the Loans
     are utilized for such Permitted Acquisition, the Borrower or the relevant
     Material Subsidiary shall deliver to the Banks evidence satisfactory to
     Agent that the Permitted Acquisition is not hostile to, or otherwise
     opposed by the board of directors of, such Person;

          (iii) the business acquired, or the business conducted by the Person
     whose ownership interests are being acquired, as applicable, shall be
     substantially the same as one or more lines of business conducted by the
     Borrower or any Material Subsidiary or otherwise incidental to the business
     of a financial services company and shall comply with Section 7.02(j)
     [Continuation of or Change in Business];

          (iv)  no Potential Default or Event of Default shall exist immediately
     prior to and after giving effect to such Permitted Acquisition; and

          (v)   upon the reasonable request of Agent, the Borrower or the
     relevant Material Subsidiary shall deliver to Agent at least five (5)
     Business Days before such Permitted Acquisition such information about such
     Person or its assets as Agent may reasonably require.

          (g)   Dispositions of Assets or Subsidiaries. The Borrower shall not,
and shall not permit any of its Material Subsidiaries to, sell, convey, assign,
lease, abandon, or otherwise transfer or dispose of, voluntarily or
involuntarily, any of its properties or assets, tangible or intangible
(including by sale, assignment, discount, or other disposition of accounts,
contract rights, chattel paper, equipment, or general intangibles with or
without recourse or of capital stock, shares of beneficial interest, partnership
interests or limited liability company interests of a Subsidiary of Borrower),
except:

                                      -37-

<PAGE>

          (i)   transactions involving the sale of inventory, if any, in the
     ordinary course of business;

          (ii)  any sale, transfer, or lease of assets, including any sale of
     investment assets, in the ordinary course of business which are no longer
     necessary or required in the conduct of Borrower's or such Subsidiary's
     business or which are incidental to the management of Borrower's or its
     Subsidiary's investment portfolio in a manner consistent with past
     practices;

          (iii) any sale, transfer or lease of assets by any wholly owned
     Subsidiary of Borrower to Borrower or any Material Subsidiary;

          (iv)  any sale, transfer or lease of assets in the ordinary course of
     business which are replaced by reasonably equivalent substitute assets; or

          (v)   any sale, transfer or lease of assets, other than those
     specifically excepted pursuant to clauses (i) through (iv) above, provided
     that (A) at the time of any disposition, no Event of Default shall exist or
     shall result from such disposition, and (B) the aggregate value of all
     assets so sold by (x) the Borrower shall not exceed in any fiscal year ten
     percent (10%) of the consolidated tangible net worth of the Borrower and
     its Subsidiaries or (y) any Material Subsidiary in any fiscal year shall
     not exceed a material portion of such Material Subsidiary's tangible net
     worth.

          (h)   Affiliate Transactions. The Borrower shall not, and shall not
permit any of its Material Subsidiaries to, enter into or carry out any
transaction (including purchasing property or services from or selling property
or services to any Affiliate of Borrower or any Material Subsidiary or other
Person) unless such transaction is not otherwise prohibited by this Agreement,
is entered into upon fair and reasonable arm's-length terms and conditions which
are fully disclosed to the Agent, and is in accordance with all applicable Law
and accounting standards.

          (i)   Subsidiaries, Partnerships and Joint Ventures. The Borrower
shall not, and shall not permit any of its Material Subsidiaries to, own,
acquire, or create directly or indirectly any Material Subsidiary other than
Material Subsidiaries each of which has joined this Agreement as a Guarantor at
any time after the Closing Date in accordance with Section 10.18 [Joinder of
Guarantors]. Each of the Borrower and its Material Subsidiaries shall not become
or agree to become (1) a general or limited partner in any general or limited
partnership, except that the Borrower or any of its Material Subsidiaries may be
general or limited partners in any other Material Subsidiary, (2) a member or
manager of, or hold a limited liability company interest in, a limited liability
company, except that the Borrower or any of its Material Subsidiaries may be
members or managers of, or hold limited liability company interests in, other
Material Subsidiaries, or (3) a joint venturer or hold a joint venture interest
in any joint venture except that the Borrower or any of its Material
Subsidiaries may be a party to a joint venture (A) that would not otherwise be a
Material Subsidiary were it a Subsidiary of Borrower, and (B) as to which
neither Borrower nor any Material Subsidiary is directly or indirectly jointly
or severally liable for any act or omission of the joint venture beyond the
amount of its investment therein.

          (j)   Continuation of or Change in Business. The Borrower shall not,
and shall not permit any of its Material Subsidiaries to, make a material change
in the nature of its business as substantially conducted and operated by
Borrower or such Subsidiary as of the Closing Date; provided, however, that it
shall not be a material change hereunder for the Borrower to alter the
concentration percentages of products offered or business conducted as of the
Closing Date, nor to enter into any

                                      -38-

<PAGE>

business incidental to the offering of such products or the conduct of such
business and it shall not be a material change hereunder for a Material
Subsidiary to engage in any business incidental to the conduct of a financial
services company.

          (k)  Plans and Benefit Arrangements. The Borrower shall not, and shall
not permit any of its Material Subsidiaries to, engage in a Prohibited
Transaction with any Plan, Benefit Arrangement, or Multiemployer Plan which,
alone or in conjunction with any other circumstance or set of circumstances,
would result in a material liability under ERISA or otherwise violate ERISA in a
material respect.

          (l)  Fiscal Year. The Borrower shall not, and shall not permit any
Subsidiary of the Borrower to, change its fiscal year from the twelve-month
period beginning January 1 and ending December 31 unless Borrower has (i)
provided thirty (30) days prior written notice to the Agent and the Banks of the
proposed change accompanied by an explanation in reasonable detail of the effect
thereof on Borrower and its Subsidiaries in general and on Borrower's or its
Material Subsidiary's financial reporting and covenant compliance hereunder, and
(ii) agreed to amend to the covenants contained herein (including the financial
covenants set forth below) if reasonably requested by the Agent and the Required
Banks to maintain the continuity of the such covenants.

          (m)  Minimum Statutory Capital. The Borrower shall not at any time
permit the Statutory Capital of Borrower to be less than eighty percent (80%) of
the Statutory Capital of Borrower as of the most recent fiscal quarter of
Borrower prior to the Closing Date.

          (n)  Maximum Exposure Ratio. The Borrower shall not at any time permit
the ratio of the Net Par of Borrower to the Statutory Capital of Borrower to
exceed 150 to 1.0.

          (o)  Maximum Debt to Total Capitalization Ratio. The Borrower shall
maintain at all times a ratio of Consolidated Debt to Total Capitalization of
not more than 0.35 to 1.0.

          (p)  Maximum Collateralized Credit Derivative Guaranties. The Borrower
shall not at any time permit the aggregate value of all property of the Borrower
or any of the Material Subsidiaries subject to a Lien given to secure payment of
Credit Derivative Guaranties to exceed eleven percent (11%) of the sum of Total
Capitalization plus the aggregate value of all collateral provided in accordance
herewith to Agent for the benefit of the Banks, except to the extent that Agent
for the benefit of the Banks is provided with a Lien of equal priority on
substantially similar property of Borrower having a value equal to the amount by
which such percentage is exceeded (the amount by which such percentage is
exceeded, for the purposes of this Section 7.02(p), being referred to herein as
the "Excess Lien Amount"). Property subject to such Lien shall be reduced or
released, as the case may be, at any time by Agent upon the request of Borrower
and without further action or consent of any of the Banks whenever the value of
the property subject to that Lien in favor of the Agent for the benefit of the
Banks established pursuant to this Section 7.02(p) at such time exceeds the
Excess Lien Amount.

          Section 7.03 Reporting Requirements. The Borrower covenants and agrees
that until payment in full of the Loans and interest thereon, satisfaction of
all other Obligations hereunder and under the other Loan Documents and
termination of the Commitments, the Borrower will furnish or cause to be
furnished to the Agent and each of the Banks:

          (a)  Quarterly Financial Statements. As soon as available and in any
event within forty-five (45) calendar days after the end of each of the first
three fiscal quarters in each fiscal year, the

                                      -39-

<PAGE>

Form 10-Q of ACE as filed with the SEC and two sets of financial statements of
the Borrower, each consisting of a consolidated balance sheet as of the end of
such fiscal quarter and related consolidated statements of income, stockholders'
equity, and cash flows for the fiscal quarter then ended and the fiscal year
through that date, all in reasonable detail and certified (subject to normal
year-end audit adjustments) by the Chief Executive Officer, President, Chief
Financial Officer, Treasurer, or Assistant Treasurer of the Borrower as having
been prepared as to one set of financial statements in accordance with GAAP,
consistently applied, and as to the other set of financial statements as having
been prepared in accordance with statutory accounting principles required by the
State of Maryland.

          (b)  Annual Financial Statements. As soon as available and in any
event within ninety (90) days after the end of each fiscal year of the Borrower,
the Form 10-K of ACE as filed with the SEC and two sets of financial statements
of the Borrower each consisting of a consolidated balance sheet as of the end of
such fiscal year, and related consolidated statements of income, stockholders'
equity, and cash flows for the fiscal year then ended, all in reasonable detail
with one such set being prepared in accordance with GAAP, consistently applied,
and the other set being prepared in accordance with statutory accounting
principles required by the State of Maryland, and, in each case, certified by
independent certified public accountants of nationally recognized standing
satisfactory to the Agent. The certificate or report of accountants shall be
free of qualifications (other than any consistency qualification that may result
from a change in the method used to prepare the financial statements as to which
such accountants concur) and shall not indicate the occurrence or existence of
any event, condition, or contingency which would materially impair the prospect
of payment or performance of any covenant, agreement, or duty of the Borrower or
any Material Subsidiary under any of the Loan Documents.

          (c)  Certificate of the Borrower. Concurrently with the financial
statements of the Borrower furnished to the Agent and to the Banks pursuant to
Section 7.03(a) [Quarterly Financial Statements] and Section 7.03(b)[Annual
Financial Statements], a certificate (each a "Compliance Certificate") of the
Borrower signed by the Chief Executive Officer, President, Chief Financial
Officer, Treasurer, or Assistant Treasurer of the Borrower, in the form of
Exhibit 7.03(c), to the effect that, except as described pursuant to Section
7.03(d) [Notice of Default], (i) the representations and warranties of the
Borrower contained in ARTICLE VI and in the other Loan Documents and the
representations and warranties of each Material Subsidiary, if any, contained or
incorporated in the Guarantor Joinder given by such Material Subsidiary pursuant
to Section 10.18 are true on and as of the date of such certificate with the
same effect as though such representations and warranties had been made on and
as of such date (except representations and warranties which expressly relate
solely to an earlier date or time) and the Borrower has performed and complied
with all covenants and conditions hereof and each Material Subsidiary, if any,
shall have complied with all covenants and conditions of or incorporated into
the Guarantor Joinder given by such Material Subsidiary pursuant to Section
10.18, (ii) no Event of Default or Potential Default exists and is continuing on
the date of such certificate, and (iii) containing calculations in sufficient
detail to (A) demonstrate compliance as of the date of such financial statements
with all financial covenants contained in Section 7.02 [Negative Covenants] and
(B) determine the Net Par of Borrower and any material changes or loss
experience in connection with Existing Reinsurance Coverage from the components
thereof set forth on Schedule 5.01(h).

          (d)  Notice of Default, Promptly after any officer of Borrower has
learned of: (i) the occurrence of an Event of Default or Potential Default, a
certificate signed by the Chief Executive Officer, President, Chief Financial
Officer, Treasurer, or Assistant Treasurer of Borrower setting forth the details
of such Event of Default or Potential Default and the action which the Borrower
proposes to take with respect thereto, or (ii) the creation or acquisition of a
Material Subsidiary (or the existence of a

                                      -40-

<PAGE>

Material Subsidiary which has not executed and delivered a Guaranty Agreement to
Agent for the benefit of the Banks), a certificate signed by the Chief Executive
Officer, President, Chief Financial Officer, Treasurer, or Assistant Treasurer
of Borrower setting forth the legal name, jurisdiction of organization, and such
other relevant information reasonably requested by Agent.

          (e)  Off-Balance Sheet Financing None of the Borrower or any of its
Material Subsidiaries shall engage in any off-balance sheet transaction (i.e.,
the liabilities in respect of which do not appear on the liability side of the
balance sheet) providing the functional equivalent of material Indebtedness or
otherwise providing for a material liability of Borrower or any of its Material
Subsidiaries (collectively, "Off-Balance Sheet Transactions"), except such
Off-Balance Sheet Transactions as are fully disclosed to the Banks and Agent
prior to their creation.

          (f)  Notice of Litigation, Promptly after the commencement thereof,
notice of all actions, suits, proceedings or investigations before or by any
Official Body or any other Person against Borrower or any Material Subsidiary of
Borrower, involve a claim or series of claims in excess of $20,000,000 or which
if adversely determined would constitute a Material Adverse Change.

          (g)  Notice of Change in Insurer Financial Strength Rating. Within two
(2) Business Days after Standard & Poor's or Moody's announces a change in the
Borrower's Insurer Financial Strength Rating, notice of such change. Borrower
will deliver together with such notice a copy of any written notification which
Borrower received from the applicable rating agency regarding such change of its
Insurer Financial Strength Rating.

          (h)  Sale of Assets. At least fifteen (15) calendar days prior
thereto, notice with respect to any proposed sale or transfer of material assets
pursuant to Section 7.02(g)(v).

          (i)  Budgets, Other Reports and Information. Promptly upon their
becoming available to the Borrower, such reports and information as any of the
Banks may from time to time reasonably request. The Borrower shall also notify
the Banks and Agent promptly of the enactment, enforcement, or adoption of any
Law which may result in a Material Adverse Change with respect to Borrower.

                             ARTICLE VIII - DEFAULT

          Section 8.01 Events of Default. An Event of Default shall mean the
occurrence or existence of any one or more of the following events or conditions
(whatever the reason therefor and whether voluntary, involuntary, or effected by
operation of Law):

          (a)  Payments Under Loan Documents. The Borrower shall fail to pay (i)
any principal of any Loan (including scheduled installments or mandatory
prepayments, if any, or the payment due at maturity) when such principal is due
hereunder or (ii) any interest on any Loan or any other amount owing hereunder
or under the other Loan Documents within five (5) Business Days after such
interest or other amount becomes due in accordance with the terms hereof or
thereof;

          (b)  Breach of Warranty. Any representation or warranty made at any
time by any of the Borrower and the Material Subsidiaries herein or by any of
the Borrower and the Material Subsidiaries in any other Loan Document, or in any
certificate, other instrument, or statement furnished by Borrower or a Material
Subsidiary pursuant to the provisions hereof or thereof, shall prove to have
been false or misleading in any material respect as of the time it was made or
furnished;

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<PAGE>

           (c)   Breach of Negative Covenants or Visitation Rights. The Borrower
or any Material Subsidiary shall default in the observance or performance of any
covenant contained in Section 7.02 [Negative Covenants] or shall default for a
period of ten (10) days or more in the observance or performance of any covenant
contained in Section 7.01(f);

           (d)   Breach of Other Covenants. There shall be a default in the
observance or performance of any other covenant, condition, or provision hereof
or of any other Loan Document and such default shall continue unremedied for a
period of thirty (30) days (such grace period to be applicable only in the event
such default can be remedied by corrective action);

           (e)   Defaults in Other Agreements or Indebtedness. A default or
event of default shall occur at any time under the terms of any other agreement
involving borrowed money or the extension of credit or any other Indebtedness
under which Borrower or any Material Subsidiary of Borrower may be obligated as
a borrower or guarantor in excess of $20,000,000 in the aggregate, and such
breach, default or event of default consists of the failure to pay (beyond any
period of grace permitted with respect thereto, whether waived or not) any
indebtedness when due (whether at stated maturity, by acceleration or otherwise)
or if such breach or default causes the acceleration of any indebtedness
(whether or not such right shall have been waived) or the termination of any
commitment to lend;

           (f)   Final Judgments or Orders. Any final judgments or orders for
the payment of money which results in an uninsured liability to pay in excess of
$20,000,000 in the aggregate shall be entered against Borrower or any Material
Subsidiary by a court having jurisdiction in the premises, which judgment is not
discharged, vacated, bonded, or stayed pending appeal within a period of
forty-five (45) days from the date of entry;

           (g)   Loan Document Unenforceable. Any of the Loan Documents shall
cease to be legal, valid, and binding agreements enforceable against the party
executing the same or such party's successors and assigns (as permitted under
the Loan Documents) in accordance with the respective terms thereof or shall in
any way be terminated (except in accordance with its terms) or become or be
declared stayed, ineffective, or inoperative or shall cease to give or provide
the respective Liens or security interests intended to be created thereby and
provided, however, if any of the foregoing is a result of an involuntary
proceeding of the type described in Section 8.01(m), such proceeding has not
been contested by the affected party or has not been dismissed after the passage
of more than sixty (60) days;

           (h)   Losses; Proceedings Against Assets. Any of the Borrower's
assets having an aggregate value (reasonably determined) in excess of five (5%)
of the tangible net worth of Borrower and its Subsidiaries, or any of its
Material Subsidiaries' assets having an aggregate value (reasonably determined)
in excess of a material amount of such Material Subsidiary's tangible net worth,
are attached, seized, levied upon or subjected to a writ or distress warrant; or
such come within the possession of any receiver, trustee, custodian or assignee
for the benefit of creditors and the same is not cured within sixty (60) days
thereafter;

           (i)   Notice of Lien or Assessment. A notice of Lien or assessment in
excess of $20,000,000 which is not a Permitted Lien is filed of record with
respect to all or any part of the Borrower's or any of its Material
Subsidiaries' assets by the United States, or any department, agency, or
instrumentality thereof, or by any state, county, municipal, or other
governmental agency, including the PBGC, or any taxes or debts owing at any time
or times hereafter to any one of these becomes payable and the same is not paid
within thirty (30) days after the same becomes payable;

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<PAGE>

           (j)   Insolvency. Borrower or any Material Subsidiary of Borrower
ceases to be solvent or admits in writing its inability to pay its debts as they
mature;

           (k)   Events Relating to Plans and Benefit Arrangements. Any of the
following occurs: (i) any Reportable Event, which the Agent determines in good
faith constitutes grounds for the termination of any Plan by the PBGC or the
appointment of a trustee to administer or liquidate any Plan, shall have
occurred and be continuing; (ii) proceedings shall have been instituted or other
action taken to terminate any Plan, or a termination notice shall have been
filed with respect to any Plan; (iii) a trustee shall be appointed to administer
or liquidate any Plan; (iv) the PBGC shall give notice of its intent to
institute proceedings to terminate any Plan or Plans or to appoint a trustee to
administer or liquidate any Plan; and, in the case of the occurrence of (i),
(ii), (iii) or (iv) above, the Agent determines in good faith that the amount of
the Borrower's liability is likely to exceed 10% of its Consolidated Tangible
Net Worth; (v) the Borrower or any member of the ERISA Group shall fail to make
any contributions when due to a Plan or a Multiemployer Plan; (vi) the Borrower
or any other member of the ERISA Group shall make any amendment to a Plan with
respect to which security is required under Section 307 of ERISA; (vii) the
Borrower or any other member of the ERISA Group shall withdraw completely or
partially from a Multiemployer Plan; (viii) the Borrower or any other member of
the ERISA Group shall withdraw (or shall be deemed under Section 4062(e) of
ERISA to withdraw) from a Multiple Employer Plan; or (ix) any applicable Law is
adopted, changed or interpreted by any Official Body with respect to or
otherwise affecting one or more Plans, Multiemployer Plans or Benefit
Arrangements and, with respect to any of the events specified in (v), (vi),
(vii), (viii) or (ix), the Agent determines in good faith that any such
occurrence would be reasonably likely to materially and adversely affect the
total enterprise represented by the Borrower and the other members of the ERISA
Group;

           (l)   Change of Control. Any person or group of persons (within the
meaning of Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as
amended), other than ACE limited or an Affiliate of ACE Limited, shall have
acquired beneficial ownership of (within the meaning of Rule 13d-3 promulgated
by the SEC under said Act) 30% or more of the voting capital stock of the
Borrower; or (ii) within a period of twelve (12) consecutive calendar months,
individuals who were directors of the Borrower on the first day of such period
and individuals approved by ACE Limited or an Affiliate of ACE Limited shall
cease to constitute a majority of the board of directors of the Borrower;

           (m)   Involuntary Proceedings. A proceeding shall have been
instituted in a court having jurisdiction in the premises seeking a decree or
order for relief in respect of Borrower or any Material Subsidiary of Borrower
in an involuntary case under any applicable bankruptcy, insolvency,
reorganization, or other similar law now or hereafter in effect, or for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, or conservator (or similar official) of Borrower or any Material
Subsidiary of Borrower or for any substantial part of its property, or for the
winding-up or liquidation of its affairs, and such proceeding shall remain
undismissed or unstayed and in effect for a period of sixty (60) consecutive
days or such court shall enter a decree or order granting any of the relief
sought in such proceeding; or

           (n)   Voluntary Proceedings. Borrower or any Material Subsidiary of
Borrower shall commence a voluntary case under any applicable bankruptcy,
insolvency, reorganization, or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or conservator
(or other similar official) of itself or for any substantial part of its
property or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any
action in furtherance of any of the

                                      -43-

<PAGE>

foregoing.

           Section 8.02  Consequences of Event of Default.

           (a)   Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings. If an Event of Default or Potential Default
specified under Section 8.01(a) through Section 8.01(l) shall occur and be
continuing, the Banks and the Agent shall be under no further obligation to make
Revolving Credit Loans or Bid Loans, as the case may be, and if any such Event
of Default shall occur and be continuing, the Agent may, and upon the request of
the Required Banks, shall by written notice to the Borrower, take any of the
following actions: (i) terminate the Commitments and thereupon the Commitments
shall be terminated and of no further force or effect, or (ii) declare the
unpaid principal amount of the Revolving Credit Notes and Bid Notes then
outstanding and all interest accrued thereon, any unpaid fees, and all other
Indebtedness of the Borrower to the Banks hereunder and thereunder to be
forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Agent for the benefit of each Bank without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived; and

           (b)   Bankruptcy, Insolvency or Reorganization Proceedings. If an
Event of Default specified under Section 8.01(m) [Involuntary Proceedings] or
Section 8.01(n) [Voluntary Proceedings] shall occur, the Commitments shall
automatically terminate and be of no further force and effect, the Banks shall
be under no further obligations to make Revolving Credit Loans or Bid Loans
hereunder and the unpaid principal amount of the Loans then outstanding and all
interest accrued thereon, any unpaid fees and all other Indebtedness of the
Borrower to the Banks hereunder and thereunder shall be immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived; and

           (c)   Set-off. If an Event of Default shall occur and be continuing,
any Bank to whom any Obligation is owed by Borrower or any Material Subsidiary
hereunder or under any other Loan Document or any participant of such Bank which
has agreed in writing to be bound by the provisions of Section 9.13
[Equalization of Banks] and any branch, Subsidiary, or Affiliate of such Bank or
participant anywhere shall have the right, in addition to all other rights and
remedies available to it, without notice to Borrower or any Material Subsidiary,
to set-off against and apply to the then unpaid balance of all the Loans and all
other Obligations hereunder or under any other Loan Document any debt owing to,
and any other funds held in any manner for the account of, the Borrower or any
Material Subsidiary by such Bank or participant or by such branch, Subsidiary or
Affiliate, including all funds in all deposit accounts (whether time or demand,
general or special, provisionally credited or finally credited, or otherwise)
now or hereafter maintained by the Borrower or any Material Subsidiary for its
own account (but not including funds held in custodian or trust accounts) with
such Bank or participant or such branch, Subsidiary, or Affiliate. Such right
shall exist whether or not any Bank or the Agent shall have made any demand
under this Agreement or any other Loan Document, whether or not such debt owing
to or funds held for the account of the Borrower or any Material Subsidiary is
or are matured or unmatured and regardless of the existence or adequacy of any
Guaranty or any other security, right, or remedy available to any Bank or the
Agent; and

           (d)   Suits, Actions, Proceedings. If an Event of Default shall occur
and be continuing, and whether or not the Agent shall have accelerated the
maturity of Committed Loans pursuant to any of the foregoing provisions of this
Section 8.02, the Agent or any Bank, upon the request or consent of the Required
Banks, may proceed to protect and enforce the Agent's or any one or more Banks'
rights by suit in equity, action at law and/or other appropriate proceeding,
whether for the specific

                                      -44-

<PAGE>

performance of any covenant or agreement contained in this Agreement or the
other Loan Documents, including as permitted by applicable Law the obtaining of
the ex parte appointment of a receiver, and, if such amount shall have become
due, by declaration or otherwise, proceed to enforce the payment thereof or any
other legal or equitable right of the Agent or such Bank; and

           (e)   Application of Proceeds. From and after the date on which the
Agent has taken any action pursuant to this Section 8.02 and until all
Obligations have been paid in full, any and all proceeds received by the Agent
from the exercise of any remedy by the Agent, shall be applied as follows:

           (A)   first, to reimburse the Agent and the Banks for out-of-pocket
costs, expenses and disbursements, including reasonable attorneys' fees and
legal expenses, incurred by the Agent or the Banks in connection with collection
of any Obligations under any of the Loan Documents;

           (B)   second, to the repayment of all Indebtedness then due and
unpaid of the Borrower or any Material Subsidiary to the Banks incurred under
this Agreement or any of the other Loan Documents, whether of principal,
interest, fees, expenses or otherwise, in such manner as the Agent may determine
in its discretion; and

           (C)   the balance, if any, as required by Law.

           (f)   Other Rights and Remedies. In addition to all of the rights and
remedies contained in this Agreement or in any of the other Loan Documents, the
Agent shall have all of the rights and remedies under applicable Law, all of
which rights and remedies shall be cumulative and non-exclusive, to the extent
permitted by Law. The Agent may, and upon the request of the Required Banks
shall, exercise all post-default rights granted to the Agent and the Banks under
the Loan Documents or applicable Law.

           Section 8.03  Right of Competitive Bid Loan Banks. If any Event of
Default shall occur and be continuing, the Banks which have any Bid Loans then
outstanding to the Borrower (the "Bid Loan Banks") shall not be entitled to
accelerate payment of the Bid Loans or to exercise any right or remedy related
to the collection of the Bid Loans until the Commitments shall be terminated
hereunder pursuant to Section 8.02. Upon such a termination of the Commitments:
(i) references to Revolving Credit Loans in Section 8.02 shall be deemed to
apply also to the Bid Loans and the Bid Loan Banks shall be entitled to all
enforcement rights given to a holder of a Revolving Credit Loan in Section 8.02,
and (ii) the definition of Required Banks shall be changed as provided in
Section 1.01 so that each Bank shall have voting rights hereunder in proportion
to its share of the total Loans outstanding.

                             ARTICLE IX - THE AGENT

           Section 9.01  Appointment. Each Bank hereby irrevocably designates,
appoints and authorizes ABN AMRO Bank N.V. to act as Agent for such Bank under
this Agreement and to execute and deliver or accept on behalf of each of the
Banks the other Loan Documents. Each Bank hereby irrevocably authorizes the
Agent to take such action on its behalf under the provisions of this Agreement
and the other Loan Documents and any other instruments and agreements referred
to herein, and to exercise such powers and to perform such duties hereunder as
are specifically delegated to or required of the Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. ABN AMRO Bank
N.V. agrees to act as the Agent on behalf of the Banks to the extent provided in
this Agreement.

                                      -45-

<PAGE>

           Section 9.02  Delegation of Duties.  The Agent may perform any of its
duties hereunder by or through agents or employees (provided such delegation
does not constitute a relinquishment of its duties as Agent) and, subject to
Section 9.05 [Reimbursement of Agent by Borrower, Etc.] and Section 9.06, shall
be entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained.

           Section 9.03  Nature of Duties; Independent Credit Investigation.
The Agent shall have no duties or responsibilities except those expressly set
forth in this Agreement and no implied covenants, functions, responsibilities,
duties, obligations, or liabilities shall be read into this Agreement or
otherwise exist. The duties of the Agent shall be mechanical and administrative
in nature; the Agent shall not have by reason of this Agreement a fiduciary or
trust relationship in respect of any Bank; and nothing in this Agreement,
expressed or implied, is intended to or shall be construed as to impose upon the
Agent any obligations in respect of this Agreement except as expressly set forth
herein. Without limiting the generality of the foregoing, the use of the term
"agent" in this Agreement with reference to the Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. Each Bank expressly
acknowledges (i) that the Agent has not made any representations or warranties
to it and that no act by the Agent hereafter taken, including any review of the
affairs of any of the Borrower or any of its Subsidiaries, shall be deemed to
constitute any representation or warranty by the Agent to any Bank; (ii) that it
has made and will continue to make, without reliance upon the Agent, its own
independent investigation of the financial condition and affairs and its own
appraisal of the creditworthiness of each of the Borrower and its Subsidiaries
in connection with this Agreement and the making and continuance of the Loans
hereunder; and (iii) except as expressly provided herein, that the Agent shall
have no duty or responsibility, either initially or on a continuing basis, to
provide any Bank with any credit or other information with respect thereto,
whether coming into its possession before the making of any Loan or at any time
or times thereafter.

           Section 9.04  Actions in Discretion of Agent; Instructions From the
Banks.  The Agent agrees, upon the written request of the Required Banks, to
take or refrain from taking any action of the type specified as being within the
Agent's rights, powers or discretion herein, provided that the Agent shall not
be required to take any action which exposes the Agent to personal liability or
which is contrary to this Agreement or any other Loan Document or applicable
Law. In the absence of a request by the Required Banks, the Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Section
9.06 [Exculpatory Provisions, Etc.]. Subject to the provisions of Section 9.06,
no Bank shall have any right of action whatsoever against the Agent as a result
of the Agent acting or refraining from acting hereunder in accordance with the
instructions of the Required Banks, or in the absence of such instructions, in
the absolute discretion of the Agent.

           Section 9.05  Reimbursement and Indemnification of Agent by the
Borrower.  The Borrower unconditionally agrees to pay or reimburse the Agent and
hold the Agent harmless against (a) liability for the payment of all reasonable
out-of-pocket costs, expenses, and disbursements (including fees and expenses of
counsel) incurred by the Agent (i) in connection with the development,
negotiation, preparation, printing, execution, administration, syndication,
interpretation and performance of this Agreement and the other Loan Documents,
(ii) relating to any requested amendments, waivers or consents pursuant to the
provisions hereof, (iii) in connection with the enforcement of this Agreement or

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<PAGE>

any other Loan Document or collection of amounts due hereunder or thereunder or
the proof and allowability of any claim arising under this Agreement or any
other Loan Document, whether in bankruptcy or receivership proceedings or
otherwise, and (iv) in any workout or restructuring or in connection with the
protection, preservation, exercise or enforcement of any of the terms hereof or
of any rights hereunder or under any other Loan Document or in connection with
any foreclosure, collection or bankruptcy proceedings, and (b) all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against the Agent, in its capacity as such, in any
way relating to or arising out of this Agreement or any other Loan Documents or
any action taken or omitted by the Agent hereunder or thereunder, provided that
the Borrower shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements if the same results from the Agent's gross negligence
or willful misconduct, or if the Borrower was not given notice of the subject
claim and the opportunity to participate in the defense thereof, at its expense
(except that the Borrower shall remain liable to the extent such failure to give
notice does not result in a loss to the Borrower), or if the same results from a
compromise or settlement agreement entered into without the consent of the
Borrower, which shall not be unreasonably withheld.

           Section 9.06  Exculpatory Provisions; Limitation of Liability.
Neither the Agent nor any of its directors, officers, employees, agents,
attorneys or Affiliates shall (a) be liable to any Bank for any action taken or
omitted to be taken by it or them hereunder, or in connection herewith including
pursuant to any Loan Document, unless caused by its or their own gross
negligence or willful misconduct, (b) be responsible in any manner to any of the
Banks for the effectiveness, enforceability, genuineness, validity or the due
execution of this Agreement or any other Loan Documents or for any recital,
representation, warranty, document, certificate, report or statement herein or
made or furnished under or in connection with this Agreement or any other Loan
Documents, or (c) be under any obligation to any of the Banks to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions hereof or thereof on the part of the Borrower or any of its
Subsidiaries, or the financial condition of the Borrower or any of its
Subsidiaries, or the existence or possible existence of any Event of Default or
Potential Default. No claim may be made by the Borrower or any of its
Subsidiaries, any Bank, the Agent or any of their respective Subsidiaries
against the Agent, any Bank or any of their respective directors, officers,
employees, agents, attorneys or Affiliates, or any of them, for any special,
indirect or consequential damages or, to the fullest extent permitted by Law,
for any punitive damages in respect of any claim or cause of action (whether
based on contract, tort, statutory liability, or any other ground) based on,
arising out of or related to any Loan Document or the transactions contemplated
hereby or any act, omission or event occurring in connection therewith,
including the negotiation, documentation, administration or collection of the
Loans, and the Borrower (for itself and on behalf of each of its Subsidiaries),
the Agent and each Bank hereby waive, releases and agree never to sue upon any
claim for any such damages, whether such claim now exists or hereafter arises
and whether or not it is now known or suspected to exist in its favor. Each Bank
agrees that, except for notices, reports and other documents expressly required
to be furnished to the Banks by the Agent hereunder or given to the Agent for
the account of or with copies for the Banks, the Agent and each of its
directors, officers, employees, agents, attorneys or Affiliates shall not have
any duty or responsibility to provide any Bank with an credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower or any of its
Subsidiaries which may come into the possession of the Agent or any of its
directors, officers, employees, agents, attorneys or Affiliates.

           Section 9.07  Reimbursement and Indemnification of Agent by Banks.
Each Bank agrees to reimburse and indemnify the Agent (to the extent not
reimbursed by the Borrower and without

                                      -47-

<PAGE>

limiting the Obligation of the Borrower to do so) in proportion to its Ratable
Share from and against all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements, including
attorneys' fees and disbursements (including the allocated costs of staff
counsel), and costs of appraisers and environmental consultants, of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Agent, in its capacity as such, in any way relating to or arising out of this
Agreement or any other Loan Documents or any action taken or omitted by the
Agent hereunder or thereunder, provided that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (a) if the same results from
the Agent's gross negligence or willful misconduct, or (b) if such Bank was not
given notice of the subject claim and the opportunity to participate in the
defense thereof, at its expense (except that such Bank shall remain liable to
the extent such failure to give notice does not result in a loss to the Bank),
or (c) if the same results from a compromise and settlement agreement entered
into without the consent of such Bank, which shall not be unreasonably withheld.
In addition, each Bank agrees promptly upon demand to reimburse the Agent (to
the extent not reimbursed by the Borrower and without limiting the Obligation of
the Borrower to do so) in proportion to its Ratable Share for all amounts due
and payable by the Borrower to the Agent in connection with the Agent's periodic
audit of the Borrower's or any of its Material Subsidiaries' books, records and
business properties.

           Section 9.08  Reliance by Agent. The Agent shall be entitled to rely
upon any writing, telegram, telex or teletype message, resolution, notice,
consent, certificate, letter, cablegram, statement, order or other document or
conversation by telephone or otherwise believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon
the advice and opinions of counsel and other professional advisers selected by
the Agent. The Agent shall be fully justified in failing or refusing to take any
action hereunder unless it shall first be indemnified to its satisfaction by the
Banks against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.

           Section 9.09  Notice of Default. The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Potential Default or Event of
Default unless the Agent has received written notice from a Bank or the Borrower
referring to this Agreement, describing such Potential Default or Event of
Default and stating that such notice is a "notice of default."

           Section 9.10  Notices. The Agent shall promptly send to each Bank a
copy of all notices received from the Borrower pursuant to the provisions of
this Agreement or the other Loan Documents promptly upon receipt thereof. The
Agent shall promptly notify the Borrower and the other Banks of each change in
the Base Rate and the effective date thereof.

           Section 9.11  Banks in Their Individual Capacities; Agents in Its
Individual Capacity. With respect to its Revolving Credit Commitment, the
Revolving Credit Loans and any Bid Loans made by it and any other rights and
powers given to it as a Bank hereunder or under any of the other Loan Documents,
the Agent shall have the same rights and powers hereunder as any other Bank and
may exercise the same as though it were not the Agent, and the term "Bank" and
"Banks" shall, unless the context otherwise indicates, include the Agent in its
individual capacity. ABN AMRO Bank and its Affiliates and each of the Banks and
their respective Affiliates may, without liability to account, except as
prohibited herein, make loans to, issue letters of credit for the account of,
acquire equity interests in, accept deposits from, discount drafts for, act as
trustee under indentures of, and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with, the Borrower and its
Subsidiaries and their Affiliates, in the case of the Agent, as though it were
not acting as Agent hereunder and in the case of each Bank, as though such Bank
were not a Bank hereunder, in each case without

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<PAGE>

notice to or consent of the other Banks. The Banks acknowledge that, pursuant to
such activities, the Agent or its Affiliates may (i) receive information
regarding the Borrower and any of its Subsidiaries or Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrower or any of its Subsidiaries or Affiliates) and acknowledge that the
Agent shall be under no obligation to provide such information to them, and (ii)
accept fees and other consideration from the Borrower and any of its
Subsidiaries for services in connection with this Agreement and otherwise
without having to account for the same to the Banks.

           Section 9.12  Holders of Notes. The Agent may deem and treat any
payee of any Note as the owner thereof for all purposes hereof unless and until
written notice of the assignment or transfer thereof shall have been filed with
the Agent. Any request, authority or consent of any Person who at the time of
making such request or giving such authority or consent is the holder of any
Note shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Note or of any Note or Notes issued in exchange therefor.

           Section 9.13  Equalization of Banks. The Banks and the holders of any
participations in any Commitments or Loans or other rights or obligations of a
Bank hereunder agree among themselves that, with respect to all amounts received
by any Bank or any such holder for application on any Obligation hereunder or
under any such participation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or banker's
lien, by counterclaim, or by any other non-pro rata source, equitable adjustment
will be made in the manner stated in the following sentence so that, in effect,
all such excess amounts will be shared ratably among the Banks and such holders
in proportion to their interests in payments on the Loans, except as otherwise
provided in Section 3.04(c) [Agent's and Bank's Rights], Section 4.04(b)
[Replacement of a Bank] or Section 4.06 [Additional Compensation in Certain
Circumstances]. The Banks or any such holder receiving any such amount shall
purchase for cash from each of the other Banks an interest in such Bank's Loans
in such amount as shall result in a ratable participation by the Banks and each
such holder in the aggregate unpaid amount of the Loans, provided that if all or
any portion of such excess amount is thereafter recovered from the Bank or the
holder making such purchase, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, together with interest or other
amounts, if any, required by law (including court order) to be paid by the Bank
or the holder making such purchase.

           Section 9.14  Successor Agent. The Agent (i) may resign as Agent or
(ii) shall resign if such resignation is required by Section 4.04(b)
[Replacement of a Bank], in either case of (i) or (ii) by giving not less than
thirty (30) days' prior written notice to the Borrower. If the Agent shall
resign under this Agreement, then either (a) the Required Banks shall appoint
from among the Banks a successor agent for the Banks, subject to the consent of
the Borrower, such consent not to be unreasonably withheld, or (b) if a
successor agent shall not be so appointed and approved within the thirty (30)
day period following the Agent's notice to the Banks of its resignation, then
the Agent shall appoint, with the consent of the Borrower, such consent not to
be unreasonably withheld, a successor agent who shall serve as Agent until such
time as the Required Banks appoint and the Borrower consents to the appointment
of a successor agent. Upon its appointment pursuant to either clause (a) or (b)
above, such successor agent shall succeed to the rights, powers and duties of
the Agent, and the term "Agent" shall mean such successor agent, effective upon
its appointment, and the former Agent's rights, powers and duties as Agent shall
be terminated without any other or further act or deed on the part of such
former Agent or any of the parties to this Agreement. After the resignation of
any Agent hereunder, the provisions of this ARTICLE IX shall inure to the
benefit of such former Agent and such former Agent shall not by reason of such
resignation be deemed to be released from liability for any actions taken or not
taken by it while it was an Agent under this Agreement.

                                      -49-

<PAGE>

           Section 9.15  Agent's Fee. The Borrower shall pay to the Agent a
nonrefundable fee (the "Bid Loan Processing Fee") in connection with processing
Bid Loans and a nonrefundable fee (the "Agent's Fee") for Agent's services
hereunder under the terms of a letter (the "Agent's Letter") between the
Borrower and Agent, as amended from time to time.

           Section 9.16  Availability of Funds. The Agent may assume that each
Bank has made or will make the proceeds of a Loan available to the Agent unless
the Agent shall have been notified by such Bank on or before the later of (1)
the close of Business on the Business Day preceding the Borrowing Date with
respect to such Loan or two (2) hours before the time on which the Agent
actually funds the proceeds of such Loan to the Borrower (whether using its own
funds pursuant to this Section 9.16 or using proceeds deposited with the Agent
by the Banks and whether such funding occurs before or after the time on which
Banks are required to deposit the proceeds of such Loan with the Agent). The
Agent may, in reliance upon such assumption (but shall not be required to), make
available to the Borrower a corresponding amount. If such corresponding amount
is not in fact made available to the Agent by such Bank, the Agent shall be
entitled to recover such amount on demand from such Bank (or, if such Bank fails
to pay such amount forthwith upon such demand from the Borrower) together with
interest thereon, in respect of each day during the period commencing on the
date such amount was made available to the Borrower and ending on the date the
Agent recovers such amount, at a rate per annum equal to (i) the Federal Funds
Effective Rate during the first three (3) days after such interest shall begin
to accrue and (ii) the applicable interest rate in respect of such Loan after
the end of such three-day period.

           Section 9.17  Calculations. In the absence of gross negligence or
willful misconduct, the Agent shall not be liable for any error in computing the
amount payable to any Bank whether in respect of the Loans, fees or any other
amounts due to the Banks under this Agreement. In the event an error in
computing any amount payable to any Bank is made, the Agent, the Borrower and
each affected Bank shall, forthwith upon discovery of such error, make such
adjustments as shall be required to correct such error, and any compensation
therefor will be calculated at the Federal Funds Effective Rate.

           Section 9.18  Beneficiaries. Except as expressly provided herein, the
provisions of this ARTICLE IX are solely for the benefit of the Agent and the
Banks, and the Borrower and its Subsidiaries shall not have any rights to rely
on or enforce any of the provisions hereof. In performing its functions and
duties under this Agreement, the Agent shall act solely as agent of the Banks
and does not assume and shall not be deemed to have assumed any obligation
toward or relationship of agency or trust with or for the Borrower or any of its
Subsidiaries.

                            ARTICLE X - MISCELLANEOUS

           Section 10.01 Modifications, Amendments, or Waivers. With the written
consent of the Required Banks, the Agent, acting on behalf of all the Banks, and
the Borrower may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the
rights of the Banks or the Borrower hereunder or thereunder, or may grant
written waivers or consents to a departure from the due performance of the
Obligations hereunder or thereunder. Any such agreement, waiver or consent made
with such written consent shall be effective to bind all the Banks and the
Borrower; provided, that, without the written consent of all the Banks, no such
agreement, waiver, or consent may be made which will:

           (a)   Increase of Commitment; Extension of Expiration Date. Increase
the amount of the Revolving Credit Commitment of any Bank hereunder or extend
the Expiration Date;

                                      -50-

<PAGE>

           (b)   Extension of Payment; Reduction of Principal Interest or Fees;
Modification of Terms of Payment. Whether or not any Loans are outstanding,
extend the time for payment of principal or interest of any Loan (excluding the
due date of any mandatory prepayment of a Loan or any mandatory Commitment
reduction in connection with such a mandatory prepayment hereunder except for
mandatory reductions of the Commitments on the Expiration Date), the Facility
Fee, or any other fee payable to any Bank, or reduce the principal amount of or
the rate of interest borne by any Loan or reduce the Facility Fee or any other
fee payable to any Bank, or otherwise affect the terms of payment of the
principal of or interest of any Loan, the Facility Fee or any other fee payable
to any Bank;

           (c)   Release of Collateral or Guarantor. Release any Guarantor from
its Obligations under the Guaranty Agreement or any other security for any of
the Obligations except as otherwise may be permitted by the terms hereof or of
the instrument establishing the Lien; or

           (d)   Miscellaneous. Amend Section 4.02 [Pro Rata Treatment of
Banks], Section 9.06 [Exculpatory Provisions, Etc.] or Section 9.13
[Equalization of Banks] or this Section 10.01, alter any provision regarding the
pro rata treatment of the Banks, change the definition of Required Banks, or
change any requirement providing for the Banks or the Required Banks to
authorize the taking of any action hereunder;

provided, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of the Agent in its capacity as Agent or as an
issuer of letters of credit shall be effective without the written consent of
the Agent.

           Section 10.02  No Implied Waivers; Cumulative Remedies; Writing
Required. No course of dealing and no delay or failure of the Agent or any Bank
in exercising any right, power, remedy or privilege under this Agreement or any
other Loan Document shall affect any other or future exercise thereof or operate
as a waiver thereof, nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such a right, power, remedy or
privilege preclude any further exercise thereof or of any other right, power,
remedy or privilege. The rights and remedies of the Agent and the Banks under
this Agreement and any other Loan Documents are cumulative and not exclusive of
any rights or remedies which they would otherwise have. Any waiver, permit,
consent or approval of any kind or character on the part of any Bank of any
breach or default under this Agreement or any such waiver of any provision or
condition of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing.

           Section 10.03  Reimbursement and Indemnification of Banks by the
Borrower; Taxes. The Borrower agrees unconditionally upon demand to pay or
reimburse to each Bank (other than the Agent, as to which the Borrower's
Obligations are set forth in Section 9.05 [Reimbursement of Agent By Borrower,
Etc.]) and to save such Bank harmless against (i) liability for the payment of
all reasonable out-of-pocket costs, expenses and disbursements (including fees
and expenses of counsel for each Bank except with respect to (a) and (b) below),
incurred by such Bank (a) in connection with the review, execution, delivery,
administration, or interpretation of this Agreement, and other instruments and
documents to be delivered hereunder, (b) relating to any amendments, waivers, or
consents pursuant to the provisions hereof, (c) in connection with the
enforcement of this Agreement or any other Loan Document, or collection of
amounts due hereunder or thereunder or the proof and allowability of any claim
arising under this Agreement or any other Loan Document, whether in bankruptcy
or receivership proceedings or otherwise, and (d) in any workout or
restructuring or in connection with the protection, preservation, exercise, or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection, or
bankruptcy proceedings, or

                                      -51-

<PAGE>

(ii) all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against such Bank,
in its capacity as such, in any way relating to or arising out of this Agreement
or any other Loan Documents or any action taken or omitted by such Bank
hereunder or thereunder, provided that the Borrower shall not be liable to a
Bank for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, or disbursements (A) if
the same results from such Bank's gross negligence or willful misconduct, or (B)
if the Borrower was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that the Borrower
shall remain liable to the extent such failure to give notice does not result in
a loss to the Borrower), or (C) if the same results from a compromise or
settlement agreement entered into without the consent of the Borrower, which
shall not be unreasonably withheld. The Banks will attempt to minimize the fees
and expenses of legal counsel for the Banks which are subject to reimbursement
by the Borrower hereunder by considering the usage of one law firm to represent
the Banks and the Agent if appropriate under the circumstances. The Borrower
agrees unconditionally to pay all stamp, document, transfer, recording or filing
taxes or fees and similar impositions now or hereafter determined by the Agent
or any Bank to be payable in connection with this Agreement or any other Loan
Document, and the Borrower agrees unconditionally to save the Agent and the
Banks harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any such taxes, fees or impositions.

           Section 10.04  Holidays. Whenever payment of a Loan to be made or
taken hereunder shall be due on a day which is not a Business Day such payment
shall be due on the next Business Day (except as provided in the definition of
Committed Loan Interest Period with respect to Interest Periods under the
Euro-Rate Option) and such extension of time shall be included in computing
interest and fees, except that the Loans shall be due on the Business Day
preceding the Expiration Date if the Expiration Date is not a Business Day.
Whenever any payment or action to be made or taken hereunder (other than payment
of the Loans) shall be stated to be due on a day which is not a Business Day,
such payment or action shall be made or taken on the next following Business
Day, and such extension of time shall not be included in computing interest or
fees, if any, in connection with such payment or action.

           Section 10.05  Funding by Branch, Subsidiary, or Affiliate.

           (a)     Notional Funding. Each Bank shall have the right from time to
time, without notice to the Borrower, to deem any branch, Subsidiary, or
Affiliate (which for the purposes of this Section 10.05 shall mean any
corporation or association which is directly or indirectly controlled by or is
under direct or indirect common control with any corporation or association
which directly or indirectly controls such Bank) of such Bank to have made,
maintained, or funded any Loan to which the Euro-Rate Option applies at any
time, provided that immediately following (on the assumption that a payment were
then due from the Borrower to such other office), and as a result of such
change, the Borrower would not be under any greater financial obligation
pursuant to Section 4.06 [Additional Compensation in Certain Circumstances] than
it would have been in the absence of such change. Notional funding offices may
be selected by each Bank without regard to such Bank's actual methods of making,
maintaining or funding the Loans or any sources of funding actually used by or
available to such Bank.

           (b)     Actual Funding. Each Bank shall have the right from time to
time to make or maintain any Loan by arranging for a branch, Subsidiary or
Affiliate of such Bank to make or maintain such Loan subject to the last
sentence of this Section 10.05(b). If any Bank causes a branch, Subsidiary or
Affiliate to make or maintain any part of the Loans hereunder, all terms and
conditions of this Agreement shall, except where the context clearly requires
otherwise, be applicable to such part of the

                                      -52-

<PAGE>

Loans to the same extent as if such Loans were made or maintained by such Bank,
but in no event shall any Bank's use of such a branch, Subsidiary or Affiliate
to make or maintain any part of the Loans hereunder cause such Bank or such
branch, Subsidiary or Affiliate to incur any cost or expenses payable by the
Borrower hereunder or require the Borrower to pay any other compensation to any
Bank (including any expenses incurred or payable pursuant to Section 4.06
[Additional Compensation in Certain Circumstances]) which would otherwise not be
incurred.

           Section 10.06  Notices. Any notice, request, demand, direction, or
other communication (for purposes of this Section 10.06 only, a "Notice") to be
given to or made upon any party hereto under any provision of this Agreement
shall be given or made by telephone or in writing (which includes means of
electronic transmission (i.e., "e-mail") or facsimile transmission in accordance
with this Section 10.06. Any such Notice must be delivered to the applicable
parties hereto at the addresses and numbers set forth under their respective
names on Schedule 1.01(B) hereof or in accordance with any subsequent unrevoked
Notice from any such party that is given in accordance with this Section 10.06.
Any Notice shall be effective:

                          (A)  In the case of hand-delivery, when delivered;

                          (B)  If given by mail, four days after such Notice is
       deposited with the United States Postal Service, with first-class postage
       prepaid, return receipt requested;

                          (C)  In the case of a telephonic Notice, when a party
       is contacted by telephone, if delivery of such telephonic Notice is
       confirmed no later than the next Business Day by hand delivery, a
       facsimile or electronic transmission, a Website Posting or overnight
       courier delivery of a confirmatory notice (received at or before noon on
       such next Business Day);

                          (D)  In the case of a facsimile transmission, when
       sent to the applicable party's facsimile machine's telephone number if
       the party sending such Notice receives confirmation of the delivery
       thereof from its own facsimile machine;

                          (E)  In the case of electronic transmission, when
       actually received;

                          (F)  In the case of a Website Posting, upon delivery
       of a Notice of such posting (including the information necessary to
       access such web site) by another means set forth in this Section 10.06;
       and

                          (G)  If given by any other means (including by
       overnight courier), when actually received.

Any Bank giving a Notice to the Borrower or any Material Subsidiary shall
concurrently send a copy thereof to the Agent, and the Agent shall promptly
notify the other Banks of its receipt of such Notice.

           Section 10.07  Severability. The provisions of this Agreement are
intended to be severable. If any provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.

           Section 10.08  Governing Law. This Agreement shall be construed and
enforced in

                                      -53-

<PAGE>

accordance with, and the rights of the parties shall be governed by, the Laws of
the State of New York applicable to contracts made and to be performed in said
State.

           Section 10.09  Prior Understanding. This Agreement and the other Loan
Documents supersede all prior understandings and agreements, whether written or
oral, between the parties hereto and thereto relating to the transactions
provided for herein and therein, including any prior confidentiality agreements
and commitments.

           Section 10.10  Duration; Survival. All representations and warranties
of the Borrower and the Material Subsidiaries contained herein or made in
connection herewith shall survive the making of Loans and shall not be waived by
the execution and delivery of this Agreement, any investigation by the Agent or
the Banks, the making of Loans, or payment in full of the Loans. All covenants
and agreements of the Borrower contained in Section 7.01 [Affirmative
Covenants], Section 7.02 [Negative Covenants] and Section 7.03 [Reporting
Requirements], and all comparable covenants and agreements contained in or
incorporated into the Guarantor Joinder given by each Material Subsidiary
pursuant to Section 10.18, shall continue in full force and effect from and
after the date hereof so long as the Borrower may borrow hereunder and until
termination of the Commitments and payment in full of the Loans. All covenants
and agreements of the Borrower contained herein relating to the payment of
principal, interest, premiums, additional compensation or expenses and
indemnification, including those set forth in ARTICLE IV [Payments] and Section
9.05 [Reimbursement of Agent by Borrower, Etc.], Section 9.07 [Reimbursement of
Agent by Banks, Etc.] and Section 10.03 [Reimbursement of Banks by Borrower;
Etc.], and all comparable covenants and agreements contained in or incorporated
into the Guarantor Joinder given by each Material Subsidiary pursuant to Section
10.18, shall survive payment in full of the Loans and termination of the
Commitments.

           Section 10.11  Successors and Assigns.

           (a)     This Agreement shall be binding upon and shall inure to
the benefit of the Banks, the Agent, the Borrower and the Material Subsidiaries,
and their respective successors and assigns, except that no Borrower or any
Material Subsidiary may assign or transfer any of its rights or Obligations or
any interest herein or in any other Loan Document, except as may be permitted by
the terms hereof. Each Bank may, at its own cost, make assignments of or sell
participations in all or any part of its Revolving Credit Commitments and the
Loans made by it to one or more banks or other entities, subject to the consent
of the Borrower and the Agent with respect to any assignee, such consent not to
be unreasonably withheld, provided that (1) no consent of the Borrower shall be
required (A) if an Event of Default exists and is continuing, or (B) in the case
of an assignment by a Bank to an Affiliate of such Bank, (2) any assignment by a
Bank to a Person other than an Affiliate of such Bank may not be made in amounts
less than the lesser of $5,000,000 or the amount of the assigning Bank's
Commitment, (3) a Bank may assign an interest or sell a participation in less
than 100% of its Commitments, Committed Loans, or Bid Loans, provided that such
Bank sells an equal percentage interest or participation in each of its
Revolving Credit Commitment and Revolving Credit Loans, and (4) a Bank may
assign a Bid Loan to another Person without assigning any portion of its
Commitment to such Person. In the case of an assignment, upon receipt by the
Agent of the Assignment and Assumption Agreement, the assignee shall have, to
the extent of such assignment (unless otherwise provided therein), the same
rights, benefits and obligations as it would have if it had been a signatory
Bank hereunder, the Commitments shall be adjusted accordingly, and upon
surrender of any Revolving Credit Note subject to such assignment, the Borrower
shall execute and deliver a new Revolving Credit Note to the assignee, if such
assignee requests such a Note in an amount equal to the amount of the Revolving
Credit Commitment assumed by it and a new Revolving Credit Note to the assigning
Bank, if the assigning

                                      -54-

<PAGE>

Bank requests such a Note with respect to the Commitment it has retained. The
assigning Bank shall surrender its Bid Note and the Borrower shall execute and
deliver to the assignee (and to the assignor if the assignor is assigning less
than all of its Revolving Credit Commitments and Bid Loans) a new Bid Note in
the form of Exhibit 1.01(B) as appropriate. Any Bank which assigns any or all of
its Commitment or Loans to a Person other than an Affiliate of such Bank shall
pay to the Agent a service fee in the amount of $3,500 for each assignment. In
the case of a participation, the participant shall only have the rights
specified in Section 8.02(c) [Set-off] (the participant's rights against such
Bank in respect of such participation to be those set forth in the agreement
executed by such Bank in favor of the participant relating thereto and not to
include any voting rights except with respect to changes of the type referenced
in Section 10.01(a) [Increase of Commitment, Etc.], Section 10.01(b) [Extension
of Payment, Etc.], or Section 10.01(c) [Release of Collateral or Guarantor]),
all of such Bank's obligations under this Agreement or any other Loan Document
shall remain unchanged, and all amounts payable by the Borrower or any Material
Subsidiary hereunder or thereunder shall be determined as if such Bank had not
sold such participation.

           (b)    Any assignee or participant which is not incorporated under
the Laws of the United States of America or a state thereof shall deliver to the
Borrower and the Agent the form of certificate described in Section 10.17 [Tax
Withholding Clause] relating to federal income tax withholding. Each Bank may
furnish any publicly available information concerning the Borrower or its
Subsidiaries and any other information concerning the Borrower or its
Subsidiaries in the possession of such Bank from time to time to assignees and
participants (including prospective assignees or participants), provided that
such assignees and participants agree to be bound by the provisions of Section
10.12 [Confidentiality].

           (c)    Notwithstanding any other provision in this Agreement, any
Bank may at any time pledge or grant a security interest in all or any portion
of its rights under this Agreement, its Note (if any) and the other Loan
Documents to any Federal Reserve Bank without notice to or consent of the
Borrower or the Agent. No such pledge or grant of a security interest shall
release the transferor Bank of its obligations hereunder or under any other Loan
Document.

           Section 10.12  Confidentiality.

           (a)    General. The Agent and the Banks each agree to keep
confidential all information obtained from the Borrower or its Subsidiaries
which is nonpublic and confidential or proprietary in nature (including any
information the Borrower specifically designates as confidential), except as
provided below, and to use such information only in connection with their
respective capacities under this Agreement and for the purposes contemplated
hereby. The Agent and the Banks shall be permitted to disclose such information
(i) to outside legal counsel, accountants and other professional advisors who
need to know such information in connection with the administration and
enforcement of this Agreement, subject to agreement of such Persons to maintain
the confidentiality of such information as provided herein, (ii) to assignees
and participants as contemplated by Section 10.11, and prospective assignees and
participants, provided that Agent exercises its best efforts to obtain the
agreement of such prospective assignees and participants to be bound by the
confidentiality provisions hereof, (iii) to the extent requested by any bank
regulatory authority or, with notice to the Borrower, as otherwise required by
applicable Law or by any subpoena or similar legal process, or in connection
with any investigation or proceeding arising out of the transactions
contemplated by this Agreement, (iv) if it becomes publicly available other than
as a result of a breach of this Agreement or becomes available from a source not
known to be subject to confidentiality restrictions, or (v) if the Borrower
shall have consented to such disclosure.

                                      -55-

<PAGE>

           (b)    Sharing Information With Affiliates of the Banks. The Borrower
acknowledges that from time to time financial advisory, investment banking, and
other services may be offered or provided to the Borrower or one or more of its
Affiliates (in connection with this Agreement or otherwise) by any Bank or by
one or more Subsidiaries or Affiliates of such Bank and the Borrower hereby
authorizes each Bank to share any information delivered to such Bank by the
Borrower or any of its Subsidiaries pursuant to this Agreement, or in connection
with the decision of such Bank to enter into this Agreement, to any such
Subsidiary or Affiliate of such Bank, it being understood that any such
Subsidiary or Affiliate of any Bank receiving such information shall be bound by
the provisions of Section 10.12(a) as if it were a Bank hereunder. Such
authorization shall survive the repayment of the Loans and other Obligations and
the termination of the Commitments.

           Section 10.13  Counterparts. This Agreement may be executed by
different parties hereto on any number of separate counterparts, each ofwhich,
when so executed and delivered, shall be an original, and all such counterparts
shall together constitute one and the same instrument.

           Section 10.14  Agent's or Bank's Consent. Whenever the Agent's or any
Bank's consent is required to be obtained under this Agreement or any of the
other Loan Documents as a condition to any action, inaction, condition or event,
the Agent and each Bank shall be authorized to give or withhold such consent in
its sole and absolute discretion and to condition its consent upon the giving of
additional collateral, the payment of money or any other matter.

           Section 10.15  Exceptions. The representations, warranties and
covenants contained herein shall be independent of each other, and no exception
to any representation, warranty or covenant shall be deemed to be an exception
to any other representation, warranty or covenant contained herein unless
expressly provided, nor shall any such exceptions be deemed to permit any action
or omission that would be in contravention of applicable Law.

           Section 10.16  CONSENT TO FORUM; WAIVER OF JURY TRIAL. EACH LOAN
PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW
YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW
YORK CITY, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED
MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 10.06
AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.
EACH LOAN PARTY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE
BASED ON LACK OF JURISDICTION OR VENUE.

           EACH LOAN PARTY, THE AGENT, AND EACH OF THE BANKS HEREBY WAIVES TRIAL
BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT
OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY COLLATERAL TO
THE FULL EXTENT PERMITTED BY LAW.

           Section 10.17  Tax Withholding Clause. Each Bank or assignee or
participant of a Bank that is not incorporated under the Laws of the United
States of America or a state thereof (and, upon the written request of the
Agent, each other Bank or assignee or participant of a Bank) agrees that it will
deliver to each of the Borrower and the Agent two (2) duly completed appropriate
valid Withholding

                                      -56-

<PAGE>

Certificates (as defined under (S) 1.1441-1(c)(16) of the Income Tax Regulations
(the "Regulations")) certifying its status (i.e. U.S. or foreign person) and, if
appropriate, making a claim of reduced, or exemption from, U.S. withholding tax
on the basis of an income tax treaty or an exemption provided by the Internal
Revenue Code. The term "Withholding Certificate" means a Form W-9; a Form
W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under (S) 1.1441-1(e)(2) and/or (3) of the
Regulations; a statement described in (S) 1.871-14(c)(2)(v) of the Regulations;
or any other certificates under the Internal Revenue Code or Regulations that
certify or establish the status of a payee or beneficial owner as a U.S. or
foreign person. Each Bank, assignee or participant required to deliver to the
Borrower and the Agent a Withholding Certificate pursuant to the preceding
sentence shall deliver such valid Withholding Certificate as follows: (A) each
Bank which is a party hereto on the Closing Date shall deliver such valid
Withholding Certificate at least five (5) Business Days prior to the first date
on which any interest or fees are payable by the Borrower hereunder for the
account of such Bank; (B) each assignee or participant shall deliver such valid
Withholding Certificate at least five (5) Business Days before the effective
date of such assignment or participation (unless the Agent in its sole
discretion shall permit such assignee or participant to deliver such valid
Withholding Certificate less than five (5) Business Days before such date in
which case it shall be due on the date specified by the Agent). Each Bank,
assignee or participant which so delivers a valid Withholding Certificate
further undertakes to deliver to each of the Borrower and the Agent two (2)
additional copies of such Withholding Certificate (or a successor form) on or
before the date that such Withholding Certificate expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent
Withholding Certificate so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Borrower or
the Agent. Notwithstanding the submission of a Withholding Certificate claiming
a reduced rate of or exemption from U.S. withholding tax, the Agent shall be
entitled to withhold United States federal income taxes at the full 30%
withholding rate if in its reasonable judgment it is required to do so under the
due diligence requirements imposed upon a withholding agent under (S)
1.1441-7(b) of the Regulations. Further, the Agent is indemnified under (S)
1.1461-1(e) of the Regulations against any claims and demands of any Bank or
assignee or participant of a Bank for the amount of any tax it deducts and
withholds in accordance with regulations under (S) 1441 of the Internal Revenue
Code.

           Section 10.18  Joinder of Guarantors. Any Material Subsidiary of the
Borrower which is required to be a Guarantor pursuant to Section 7.02(i)
[Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the
Agent (i) a Guarantor Joinder in substantially the form attached hereto as
Exhibit 1.01(G)(1) pursuant to which it shall join as a Guarantor each of the
documents to which the Guarantors are parties; and (ii) documents in the forms
described in Section 6.01 [First Loans] modified as appropriate to relate to
such Subsidiary. The Borrower shall deliver such Guarantor Joinder and related
documents to the Agent within five (5) Business Days after, as the case may be,
the date of the acquisition of such Subsidiary, the date upon which a Subsidiary
meets the criteria for a Material Subsidiary as set forth in the definition
thereof in Section 1.01, or the date the filing of such Subsidiary's certificate
or articles of incorporation if the Subsidiary is a corporation, the date of the
filing of its certificate of limited partnership if it is a limited partnership
or the date of its organization if it is an entity other than a limited
partnership or corporation.

                            [SIGNATURE PAGES FOLLOW]

                                      -57-

<PAGE>

                   [SIGNATURE PAGE 1 OF 6 TO CREDIT AGREEMENT]

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

                                      ACE GUARANTY RE INC.

                                      By: ______________________________________
                                      Name:
                                      Title:

<PAGE>

                   [SIGNATURE PAGE 2 OF 6 TO CREDIT AGREEMENT]

                                      ABN AMRO BANK N.V.

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      By: ______________________________________
                                      Name:
                                      Title:

<PAGE>

                  [SIGNATURE PAGE 3 OF 6 TO CREDIT AGREEMENT]

                                      BANK OF AMERICA N.A.



                                      By: ______________________________________
                                      Name:
                                      Title:

<PAGE>

                   [SIGNATURE PAGE 4 OF 6 TO CREDIT AGREEMENT]

                           COMMERZBANK AG, New York and Grand Cayman Branches

                           By: ______________________________________________
                           Name:
                           Title:

                           By:_______________________________________________
                           Name:
                           Title:

<PAGE>

                   [SIGNATURE PAGE 5 OF 6 TO CREDIT AGREEMENT]


                                   FLEET NATIONAL BANK



                                   By:_________________________________
                                   Name:
                                   Title:

<PAGE>

                   [SIGNATURE PAGE 6 OF 6 TO CREDIT AGREEMENT]


                                   WESTDEUTSCHE LANDESBANK GIROZENTRALE, New
                                   York Branch


                                   By:___________________________________
                                   Name:
                                   Title:



                                   By:___________________________________
                                   Name:
                                   Title:

<PAGE>

                                SCHEDULE 1.01(A)

                                  PRICING GRID

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                         Revolving          Revolving       All-in Drawn                      All-in Drawn
                      Facility Fee      Credit Base       Credit Euro-        (@EURO-            Usage           (@EURO
                                        Rate Spread        Rate Spread       RATE) when         Premium        -RATE) when
                                        - Applicable       - Applicable     usage is ***                       usage is **
                                           Margin            Margin              33%                               33%
     Pricing         (Basis Points     (Basis Points     (Basis Points     (Basis Points     (Basis Points    (Basis Points
      Level            per Annum)        per Annum)        per Annum)        per Annum)        per Annum)       per Annum)
----------------------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>               <C>               <C>               <C>             <C>
     Level I              9.0               0.00              21.0              30.0              5.0             35.0
----------------------------------------------------------------------------------------------------------------------------
     Level II            10.0               0.00              30.0              40.0             10.0             50.0
----------------------------------------------------------------------------------------------------------------------------
     Level III           14.0               0.00              46.0              60.0             15.0             75.0
----------------------------------------------------------------------------------------------------------------------------
     Level IV            16.5               0.00              68.5              85.0             15.0            100.0
----------------------------------------------------------------------------------------------------------------------------
     Level V             21.5               0.00              88.5             110.0             25.0            135.0
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

For purposes of this Pricing Grid, capitalized terms not otherwise defined in
this Pricing Grid shall have the respective meanings ascribed to them in the
Credit Agreement and the following terms have the meanings set forth below,
subject to the concluding paragraph of this Pricing Grid:

"Level I Pricing" applies on any day on which the Borrower's Insurer Financial
Strength Rating is rated AAA by S&P or the Borrower's Insurer Financial Strength
Rating is rated Aaa by Moody's.

"Level II Pricing" applies on any day on which (i) the Borrower's Insurer
Financial Strength Rating is rated AA+ or higher by S&P or the Borrower's
Insurer Financial Strength Rating is rated Aa1 or higher by Moody's and (ii)
Level I Pricing does not apply.

"Level III Pricing" applies on any day on which (i) the Borrower's Insurer
Financial Strength Rating is rated AA or higher by S&P or the Borrower's Insurer
Financial Strength Rating is rated Aa2 or higher by Moody's and (ii) neither
Level I Pricing nor Level II Pricing applies.

"Level IV Pricing" applies on any day on which (i) the Borrower's Insurer
Financial Strength Rating is rated AA- or higher by S&P or the Borrower's
Insurer Financial Strength Rating is rated Aa3 or higher by Moody's and (ii)
none of Level I Pricing, Level II Pricing and Level III Pricing applies.

"Level V Pricing" applies on any day if no other Pricing Level applies on such
day.

"Moody's" means Moody's Investors Service, Inc.

                               SCHEDULE 1.01(A)-1

**  Denotes Greater than
*** Denotes Less than or equal to

<PAGE>

"Pricing Level" refers to the determination of which of Level I, Level II, Level
III, Level IV, or Level V Pricing applies on any day.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc.

The "Usage" applicable to any date is the percentage equivalent of a fraction
the numerator of which is the sum of the aggregate outstanding principal amount
of all Loans outstanding under the Facility at such date and the denominator of
which is the total amount of the Facility at such date.

The ratings in effect for any day are those in effect at the close of business
on such day.

In the case of split ratings from S&P and Moody's, the rating to be used to
determine the applicable Pricing Level is the higher of the two (e.g., AAA/Aa1
results in Level I Pricing); provided that if the split is more than one full
rating, the intermediate (or higher of the two intermediate ratings) will be
used (e.g. AAA/Aa2 results in Level II Pricing; or AAA/Aa3 results in Level II).


                               SCHEDULE 1.01(A)-2

<PAGE>

                                SCHEDULE 1.01(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 1 of 2

Part 1 - Commitments of Banks and Addresses for Notices to Banks

<TABLE>
<CAPTION>
                                                      Amount of
                                                      Commitment
                                                    for Revolving
               Bank                                  Credit Loans         Commitment         Ratable Share
               ----                                  ------------         ----------         -------------
<S>                                                 <C>                  <C>                 <C>
Name: ABN AMRO Bank N.V.
Address: Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Attention: Neil Stein
Telephone: 212-409-1489                              $ 24,000,000        $ 24,000,000             24.0%
Telecopy:  212-409-1718

Name: Bank of America N.A.
Address: 231 S. LaSalle Street
10th Floor
Chicago, IL 60697
Attention: Debra Basler
Telephone: 312-828-3734                              $ 16,000,000        $ 16,000,000             16.0%
Telecopy:  312-987-0889

Name: Commerzbank AG, New York and
Grand Cayman Branches
Address: 2 World Financial Center
New York, NY 10281-1050
Attention: Werner E. Samuel
Telephone: 212-266-7695
Telecopy:  212-266-7629                              $ 20,000,000        $ 20,000,000             20.0%

Name: Fleet National Bank
Address: 777 Main Street
Mail Stop: CT EH 40225C
Hartford, CT 06115-2001
Attention: George J. Urban
Telephone: 860-952-7565                              $ 20,000,000        $ 20,000,000             20.0%
Telecopy:  860-952-7604

Name: Westdeutsche Landesbank Girozentrale,
New York Branch
Address: 1211 Avenue of the Americas
23rd Floor
New York, NY 10036
Attention: Lillian Tung Lum                          $ 20,000,000        $ 20,000,000             20.0%
Telephone: 212-852-6046
Telecopy:  212-852-6156

         Total                                       $100,000,000        $100,000,000            100.0%
                                                      ===========         ===========            =====
</TABLE>

                               SCHEDULE 1.01(B)-1

<PAGE>

                                SCHEDULE 1.01(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 2 of 2

Part 2 - Addresses for Notices to Borrower and Guarantors:

AGENT

Notices related to commitments, covenants or extensions of expiry/termination
dates:

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604-1003
Attn: Agency Services
E-Mail: josephine.o'brien@abnamro.com
FAX: 312-601-3610

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604-1003
Attn: Credit Administration
E-Mail: teresa.weirath@abnamro.com
FAX: 312-992-5111

ABN AMRO Bank N.V.
55 East 52nd Street
New York, NY 10055
Attn: Neil Stein
E-Mail: neil.stein@abnamro.com
FAX: (212) 409-1718

Notices related to Loans, Interest and Fees and all required Financial
Information:

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604-1003
Attn: Agency Services
E-Mail: josephine.o'brien@abnamro.com
FAX: 312-601-3610

                               SCHEDULE 1.01(B)-2

<PAGE>

BORROWER:

Name: ACE Guaranty Re Inc.
Address: 1325 Avenue of the Americas
New York, NY 10019
Attention: Donald H. Paston
Telephone: 212-974-0100
Telecopy:  212-581-3268

With a mandatory copy to:

Name: ACE Guaranty Re Inc.
Address: 1325 Avenue of the Americas
New York, NY 10019
Attention: Geraldine Alfino Egler, Esq.
Telephone: 212-261-5597
Telecopy:  212-581-3268

                               SCHEDULE 1.01(B)-3

</TEXT>
</DOCUMENT>
