CARNIVAL CORPORATION, as Borrower, and CITIBANK, N.A., as Agent, CIBC, INC., COMMERZBANK A.G., ATLANTA AGENCY, AND ROYAL BANK OF CANADA, as Managing Agents, BARNETT BANK OF SOUTH FLORIDA, N.A., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, THE DAI-ICHI KANGYO...

U.S. $250,000,000

REVOLVING CREDIT AGREEMENT

DATED AS OF DECEMBER 5, 1995

By And Among

CARNIVAL CORPORATION,
as Borrower,

and

CITIBANK, N.A.,
as Agent,

CIBC, INC., COMMERZBANK A.G., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇,
as Managing Agents,

▇▇▇▇▇▇▇ BANK OF SOUTH FLORIDA, N.A., CREDIT LYONNAIS CAYMAN
ISLAND BRANCH, THE DAI-ICHI KANGYO BANK, LIMITED, ATLANTA AGENCY,
FIRST UNION NATIONAL BANK OF FLORIDA, THE FUJI BANK, LIMITED, NEW
YORK BRANCH, THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA
AGENCY, THE MITSUBISHI BANK, LIMITED - NEW YORK BRANCH,
NATIONSBANK OF FLORIDA, N.A., SAKURA BANK AND THE SUMITOMO BANK,
LIMITED, ATLANTA AGENCY,
as Co-Agents,

and

CITIBANK, N.A., BANCA DI ROMA - HOUSTON AGENCY, BANK OF HAWAII,
THE BANK OF NOVA SCOTIA, ▇▇▇▇▇▇▇ BANK OF SOUTH FLORIDA, N.A.,
CIBC, INC., COMMERZBANK A.G., ATLANTA AGENCY, CREDIT LYONNAIS,
CAYMAN ISLAND BRANCH, THE DAI-ICHI KANGYO BANK, LIMITED, ATLANTA
AGENCY, FIRST UNION NATIONAL BANK OF FLORIDA, THE FUJI BANK,
LIMITED, NEW YORK BRANCH, THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY, LANDESBANK HOLSTEIN-SCHLESWIG GIROZENTRALE,
THE MITSUBISHI BANK, LIMITED - NEW YORK BRANCH, ▇▇▇▇▇▇ GUARANTY
TRUST COMPANY OF NEW YORK, NATIONAL WESTMINSTER BANK PLC,
NATIONSBANK OF FLORIDA, N.A., NORTHERN TRUST COMPANY, ROYAL
BANK OF CANADA, SAKURA BANK, THE SANWA BANK LIMITED, ATLANTA
AGENCY, THE SUMITOMO BANK, LIMITED, ATLANTA AGENCY, SUNTRUST
BANK, MIAMI, N.A., UNITED STATES NATIONAL BANK OF OREGON AND
THE YASUDA TRUST AND BANKING COMPANY, LIMITED,
as Banks.

Table of Contents

Page

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PRELIMINARY STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.02 Accounting Terms . . . . . . . . . . . . . . . . . . . .13

Section 1.03 Governing Language . . . . . . . . . . . . . . . . . . .13

Section 1.04 Computation of Time Periods. . . . . . . . . . . . . . .13

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES . . . . . . . . . . . . . .13

Section 2.01 The A Advances . . . . . . . . . . . . . . . . . . . . .13

Section 2.02 Making the A Advances. . . . . . . . . . . . . . . . . .14

Section 2.03 The B Advances . . . . . . . . . . . . . . . . . . . . .15

Section 2.04 General Provisions . . . . . . . . . . . . . . . . . . .18

Section 2.05 Interest and Default Interest. . . . . . . . . . . . . .19

Section 2.06 Prepayments. . . . . . . . . . . . . . . . . . . . . . .23

Section 2.07 Increased Costs; Additional Interest . . . . . . . . . .24

Section 2.08 Payments and Computations. . . . . . . . . . . . . . . .25

Section 2.09 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . .26

Section 2.10 Fees . . . . . . . . . . . . . . . . . . . . . . . . . .29

Section 2.11 Borrower's Termination of Commitments; Extension
of Termination Date . . . . . . . . . . . . . . . . . . . . .30

Section 2.12 Conversion to Term Loan. . . . . . . . . . . . . . . . .31

ARTICLE III CONDITIONS OF LENDING. . . . . . . . . . . . . . . . . . . . . .33

Section 3.01 Conditions Precedent to Initial Advances . . . . . . . .33

Section 3.02 Conditions Precedent to Each A Borrowing . . . . . . . .34

Section 3.03 Conditions Precedent to Each B Borrowing . . . . . . . .34

Section 3.04 Additional Conditions to Each Borrowing. . . . . . . . .35

ARTICLE IV REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . .36

Section 4.01 Representations and Warranties of
the Borrower. . . . . . . . . . . . . . . . . . . . . . . . .36

(a) Due Existence; Compliance . . . . . . . . . . . . . . . . . .36

(b) Corporate Authorities; No Conflicts . . . . . . . . . . . . .36

(d) Legal, Valid and Binding. . . . . . . . . . . . . . . . . . .37

(e) Financial Information . . . . . . . . . . . . . . . . . . . .37

(f) Litigation. . . . . . . . . . . . . . . . . . . . . . . . . .37

(g) Immunities. . . . . . . . . . . . . . . . . . . . . . . . . .37

(h) No Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .37

(i) No Filing . . . . . . . . . . . . . . . . . . . . . . . . . .38

(j) No Defaults . . . . . . . . . . . . . . . . . . . . . . . . .38

(k) Margin Regulations. . . . . . . . . . . . . . . . . . . . . .38

(l) Investment Company Act. . . . . . . . . . . . . . . . . . . .38

(m) Taxes Paid. . . . . . . . . . . . . . . . . . . . . . . . . .38

(n) Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . .39

(o) Good Title. . . . . . . . . . . . . . . . . . . . . . . . . .39

(p) ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .39

(q) Tangible Net Worth. . . . . . . . . . . . . . . . . . . . . .40

(r) Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . .40

ARTICLE V COVENANTS OF THE BORROWER. . . . . . . . . . . . . . . . . . . . .40

Section 5.01 Affirmative Covenants. . . . . . . . . . . . . . . . . .40

(a) Compliance with Laws. . . . . . . . . . . . . . . . . . . . .40

(b) Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . .40

(d) Financial Covenants . . . . . . . . . . . . . . . . . . . . .43

(e) Corporate Existence, Mergers. . . . . . . . . . . . . . . . .44

(f) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .44

(g) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .45

(h) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .45

(i) The Borrower's Stock. . . . . . . . . . . . . . . . . . . . .45

(j) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .45

(k) Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . .45

(l) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .45

(m) Further Assurances. . . . . . . . . . . . . . . . . . . . . .45

Section 5.02 Negative Covenants . . . . . . . . . . . . . . . . . . .45

(a) Sale of Assets. . . . . . . . . . . . . . . . . . . . . . . .45

(b) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .46

(d) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .46

(e) Limitation on Payment Restrictions
Affecting Subsidiaries. . . . . . . . . . . . . . . . . . . .46

(f) Transactions with Officers, Directors
and Shareholders. . . . . . . . . . . . . . . . . . . . . . .46

(g) Compliance with ERISA . . . . . . . . . . . . . . . . . . . .46

(h) Investment Company. . . . . . . . . . . . . . . . . . . . . .46

(i) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .46

(j) Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . .47

(k) [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .47

(l) Organizational Documents. . . . . . . . . . . . . . . . . . .47

ARTICLE VI DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .47

Section 6.01 Events of Default. . . . . . . . . . . . . . . . . . . .47

ARTICLE VII RELATION OF LENDERS; ASSIGNMENTS, DESIGNATIONS
AND PARTICIPATIONS. . . . . . . . . . . . . . . . . . . . . .50

Section 7.01 Lenders and Agent. . . . . . . . . . . . . . . . . . . .50

Section 7.02 Pro Rata Sharing . . . . . . . . . . . . . . . . . . . .50

Section 7.03 Setoff . . . . . . . . . . . . . . . . . . . . . . . . .51

Section 7.04 Approvals. . . . . . . . . . . . . . . . . . . . . . . .51

Section 7.05 Exculpation. . . . . . . . . . . . . . . . . . . . . . .51

Section 7.06 Indemnification. . . . . . . . . . . . . . . . . . . . .52

Section 7.07 Agent as Lender. . . . . . . . . . . . . . . . . . . . .52

Section 7.08 Notice of Transfer; Resignation;
Successor Agent . . . . . . . . . . . . . . . . . . . . . . .52

Section 7.09 Credit Decision; Not Trustee . . . . . . . . . . . . . .53

Section 7.10 Assignments, Designations and Participation. . . . . . .53

Section 7.11 Managing Agent; Co-Agent . . . . . . . . . . . . . . . .58

ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .59

Section 8.01 Amendments . . . . . . . . . . . . . . . . . . . . . . .59

Section 8.02 Notices. . . . . . . . . . . . . . . . . . . . . . . . .59

Section 8.03 No Waiver; Remedies. . . . . . . . . . . . . . . . . . .59

Section 8.04 Costs, Expenses, Fees and Indemnities. . . . . . . . . .59

Section 8.05 [Reserved] . . . . . . . . . . . . . . . . . . . . . . .61

Section 8.06 Judgment . . . . . . . . . . . . . . . . . . . . . . . .61

Section 8.07 Consent to Jurisdiction; Waiver
of Immunities . . . . . . . . . . . . . . . . . . . . . . . .61

Section 8.08 Binding Effect; Merger; Severability;
GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . .62

Section 8.09 Counterparts . . . . . . . . . . . . . . . . . . . . . .63

Section 8.10 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . .63

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64

Schedule I - List of Applicable Lending Offices

Exhibit A-1 - Form of Series A Note

Exhibit A-2 - Form of Series B Note

Exhibit A-3 - Form of Term Note

Exhibit B-1 - Form of Notice of Series A Borrowing

Exhibit B-2 - Form of Notice of Series B Borrowing

Exhibit C - Form of Assignment and Acceptance

Exhibit D - Form of Designation Agreement

Exhibit E-1 - Form of Opinion of Acting General Counsel of the Borrower

Exhibit E-2 - Form of Opinion of Special Panamanian Counsel to the
Borrower

Exhibit F - Form of Notice of Term Loan Conversion

/TABLE

REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement, dated as of December 5, 1995, is made
and entered into by and among CARNIVAL CORPORATION (the "Borrower"), a
corporation organized and existing under the laws of The Republic of Panama
("Panama"), and CITIBANK, N.A., a national banking association organized and
existing under the laws of the United States of America ("United States" or
"U.S."), and each of the other banks or other institutions whose names may
appear on the signature pages of this Agreement (each a "Bank" and,
collectively, the "Banks") or, if applicable, in the Register for whom Citibank,
N.A., subject to Article VII of this Agreement, acts as Agent, and, subject to
Section 7.11 of this Agreement, each of those certain Banks named in the cover
page hereof acts as Managing Agent and each of those certain other Banks named
in the cover page hereof acts as Co-Agent. Capitalized terms not otherwise
herein defined shall have the respective meanings set forth below in Section
1.01.

PRELIMINARY STATEMENTS

(1) The Borrower desires to borrow from the Lenders upon the terms
and conditions set forth herein.

(2) The Lenders have agreed severally, but not jointly, each for the
aggregate amount and in the percentage interest (as to each Lender, the
"Percentage Interest") set forth opposite each Lender's name and signature,
below, or, if applicable, in any relevant amendment hereto, or, if applicable,
in the Register, to provide credits upon the terms and conditions set forth
herein.

(3) The Lenders have requested the Agent, and the Agent has agreed,
to act on behalf of the Lenders in accordance with the terms and conditions set
forth herein.

Now, therefore, the Borrower, the Lenders and the Agent hereby agree
among themselves as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. As used in this Agreement, each of the
following terms shall have the respective meaning set forth below (such
meanings, unless otherwise indicated, to apply to both the singular and plural
forms of the terms defined):

"Advance" means an A Advance or a B Advance.

"A Advance" means an advance by a Lender to the Borrower as part of
an A Borrowing and refers to a Base Rate Advance or a LIBOR Rate Advance, each
of which shall be a "Type" of A Advance.

"A Borrowing" means a borrowing consisting of simultaneous A Advances
of the same Type made by each of the Lenders pursuant to Section 2.01.

"Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under common control with, such Person. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling", "controlled by" and "under common control with"), as
applied to any Person, means the possession, directly or indirectly, of the
power to vote ten percent (10%) or more of the securities having voting power
for the election of directors of such Person, or otherwise to direct or cause
the direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

"Agent" shall mean Citibank, N.A., and any successor agent under this
Agreement.

"Agreement" means this Agreement, as it may be amended, supplemented
or otherwise modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such
Lender's Domestic Lending Office in the case of a Base Rate Advance, and such
Lender's Eurodollar Lending Office in the case of a LIBOR Rate Advance and, in
the case of a B Advance, the office of such Lender notified by such Lender to
the Agent as its Applicable Lending Office with respect to such B Advance.

"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by the Agent, in
substantially the form of Exhibit C hereto.

"B Advance" means an advance by a Lender to the Borrower as part of
a B Borrowing resulting from the auction bidding procedure described in Section
2.03.

"B Borrowing" means a borrowing consisting of simultaneous B Advances
from each of the Lenders whose offer to make one or more B Advances as part of
such borrowing has been accepted by the Borrower under the auction bidding
procedure described in Section 2.03.

"B Reduction" has the meaning specified in Section 2.01.

"Base Rate" means, for any Interest Period or any other period, a
fluctuating interest rate per annum as shall be in effect from time to time,
which rate per annum shall at all times be equal to the highest of:

(a) the rate of interest announced publicly by Citibank, N.A., in New
York, New York, from time to time, as its base rate;

(b) a rate equal to 1/2 of one percent per annum above the latest
three-week moving average of secondary market morning offering rates in the
United States for three-month certificates of deposit of major United
States money market banks, such three-week moving average determined weekly
on each Monday (or if such day is not a Business Day, on the next
succeeding Business Day) for the three-week period ending on the previous
Friday by Citibank, N.A., on the basis of such rates reported by
certificate of deposit dealers to and published by the Federal Reserve Bank
of New York or, if such publication shall be suspended or terminated, on
the basis of quotations for such rates received by Citibank, N.A., from
three New York certificate of deposit dealers of recognized standing
selected by Citibank, N.A., in either case adjusted to the nearest 1/4 of
one percent, or, if there is no nearest 1/4 of one percent, to the next
higher 1/4 of one percent; or

"Base Rate Advance" means an A Advance, B Advance or Term Loan which
bears interest at the Base Rate.

"Borrowing" means an A Borrowing or a B Borrowing.

"Business Day" means any day other than a Saturday, Sunday or any
other day on which commercial banks are required or authorized by law to close
in New York, New York, London, England or in the city where the Lending Office
is located.

"Capital Expenditures" mean the aggregate of all expenditures
(including that portion of leases which is capitalized on the consolidated
balance sheet of the Borrower and its Subsidiaries (or on the balance sheet of
any unconsolidated Subsidiary) and capitalized interest) by the Borrower and its
Subsidiaries that, in conformity with GAAP, should be, has been or should have
been included in the property, plant or equipment reflected in a consolidated
balance sheet of the Borrower and its Subsidiaries.

"Capital Lease" means, with respect to any Person, any lease of any
property (whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, either would be required to be classified and accounted
for as a capital lease on a balance sheet of such Person or otherwise be
disclosed as such in a note to such balance sheet, other than, in the case of
the Borrower or a Subsidiary of the Borrower, any such lease under which the
Borrower or such Subsidiary is the lessor.

"Closing Date" means the day, but not later than December 5, 1995, on
which the respective parties hereto shall have executed and delivered this
Agreement.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated and rulings issued thereunder.

"Commitment" means the obligation of each Lender to lend the amounts
set forth in Section 2.01 hereof, as such amounts may be reduced from time to
time pursuant to this Agreement.

"Consolidated Cash Flow" means, in conformity with GAAP, net cash from
operations, as shown in the consolidated statements of cash flows of the
Borrower and its Subsidiaries excluding Specified Subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion
of Advances of one Type into Advances of another Type pursuant to Section
2.02(e) or 2.05(b)(ii) (E) or (F).

"Default" means any event or condition that, with the giving of
notice, the lapse of time or both, would become an Event of Default.

"Designated Bidder" means (i) an Eligible Assignee or (ii) a special
purpose corporation which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least "Prime-1"
by ▇▇▇▇▇'▇ Investors Services, Inc. or "A-1" by Standard & Poor's Corporation
or a comparable rating from the successor or either of them, that, in either
case, (x) is organized under the laws of the United States or any State thereof,
(y) shall have become a party hereto pursuant to Section 7.10(d), (e), (f) and
(z) is not otherwise a Lender.

"Designation Agreement" means a designation agreement entered into by
a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted
by the Agent, in substantially the form of Exhibit D hereto.

"Dollars" and "$" mean the lawful and freely transferable currency of
the United States of America.

"Domestic Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Domestic Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Agent.

"Drawdown Date" shall mean the date an Advance is to be made to the
Borrower pursuant to this Agreement.

"Eligible Assignee" means (i) a commercial bank, savings and loan
institution, insurance company or financial institution organized under the laws
of the United States, or any State thereof, which bank has both assets in excess
of One Billion Dollars ($1,000,000,000) and combined capital and surplus in
excess of One Hundred Million Dollars ($100,000,000), or which insurance company
or financial institution has total assets in excess of One Billion Dollars
($1,000,000,000), (ii) a commercial bank organized under the laws of any other
country which is a member of the OECD or has concluded special lending
arrangements with the International Monetary Fund associated with its General
Arrangements to Borrow, or a political subdivision of any such country, which
bank has a combined capital and surplus (or the equivalent thereof under the
accounting principles applicable thereto) in excess of One Hundred Million
Dollars ($100,000,000), provided that such bank is acting through a branch or
agency located in the United States, the Cayman Islands or the country in which
it is organized or another country which is also a member of the OECD or has
concluded special lending arrangements with the International Monetary Fund
associated with its General Arrangements to Borrow, (iii) the central bank of
any country which is a member of the OECD, (iv) a finance company, insurance
company or other financial institution or a fund which is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business, has total assets in excess of Five Hundred Million Dollars
($500,000,000), is doing business in the United States and is organized under
the laws of the United States, or any State thereof, or under the laws of any
member country of the OECD, or (v) any other financial institution acceptable
to the Agent and designated by the Borrower pursuant to Section 2.11(b).

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

"ERISA Affiliate" means with respect to any Person, any trade or
business (whether or not incorporated) which is a member of a group of which
such Person is a member and which is under common control with such Person
within the meaning of Section 414 of the Code, as amended from time to time, and
the regulations promulgated and rulings issued thereunder.

"Eurodollar Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Eurodollar Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Borrower and the Agent.

"Event of Default" means any of the events specified as such in
Section 6.01 of this Agreement.

"Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

"Fee Payment Date" means (i) the last day of each March, June,
September and December from and after the Closing Date, (ii) the Termination
Date, and (iii) the Term Loan Maturity Date or such earlier date as the
Commitment of the Lenders shall have been terminated, and the principal of and
interest on each Advance shall have been paid, in full.

"GAAP" means at any time generally accepted United States accounting
principles at such time.

"HAL" means HAL Antillen N.V., a Netherlands Antilles corporation.

"HAL Subsidiaries" mean the Subsidiaries of HAL.

"Incorporation Jurisdictions" mean the respective jurisdictions of
incorporation or legal organization of the Borrower and each of its
Subsidiaries.

"Indebtedness" means (a) any liability of any Person (i) for borrowed
money, or under any reimbursement obligation related to a letter of credit or
bid or performance bond facility, or (ii) evidenced by a bond, note, debenture
or other evidence of indebtedness (including a purchase money obligation)
representing extensions of credit or given in connection with the acquisition
of any business, property, service or asset of any kind, including without
limitation, any liability under any commodity, interest rate or currency
exchange hedge or swap agreement (other than a trade payable or other current
liability arising in the ordinary course of business) or (iii) for obligations
with respect to (A) an operating lease, or (B) a lease of real or personal
property that is or would be classified and accounted for as a Capital Lease;
(b) any liability of others either for any lease, dividend or letter of credit,
or for any obligation described in the preceding clause (a) that (i) the Person
has guaranteed or that is otherwise its legal liability (whether contingent or
otherwise or direct or indirect, but excluding endorsements of negotiable
instruments for deposit or collection in the ordinary course of business) or
(ii) is secured by any Lien on any property or asset owned or held by that
Person, regardless whether the obligation secured thereby shall have been
assumed by or is a personal liability of that Person; and (c) any amendment,
supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (a) and (b), above.

"Insufficiency" means, with respect to any Plan, the amount, if any,
by which the present value of the vested benefits under such Plan exceeds the
fair market value of the assets of such Plan allocable to such benefits.

"Interest Payment Date" means with respect to any Advance comprising
part of the same Borrowing (1) the last day of each Interest Period, (2) the day
any principal amount of such Borrowing matures and becomes due and payable, (3)
the Termination Date, (4) the Term Loan Maturity Date, and (5) with respect to
any A Advance or Term Loan, if the Interest Period is longer than three (3)
months, the last day of the third month following such Borrowing or the
Termination Date, as the case may be.

"Interest Period" means, (A) for each A Advance comprising part of the
same A Borrowing, the period commencing on the date of such A Advance, or the
date of the Conversion of any A Advance into such an A Advance and ending on the
last day of the period selected by the Borrower or the Agent, as the case may
be, pursuant to this Agreement and, thereafter, each respective and successive
period commencing on the last day of the immediately preceding Interest Period
and ending on the last day of the period selected by the Borrower or the Agent,
as the case may be, subject to the provisions below. The duration of each such
Interest Period shall be (y), in the case of a Base Rate Advance, shall be such
period as the Agent shall notify the Borrower and (z), in the case of a LIBOR
Rate Advance, one, two, three or six months, in each case selected by the
Borrower or the Agent, as the case may be, pursuant to this Agreement and

(B) for each B Advance comprising part of the same B Borrowing, the
interest period or interest periods specified in the related Notice of B
Borrowing, or selected by the Agent, as the case may be, pursuant to this
Agreement

provided, however, with respect to each Advance that:

(i) no Interest Period relating to any Advance shall commence on or
end after the maturity date of such Advance;

(ii) Interest Periods commencing on the same date for A Advances
comprising part of the same A Borrowing shall be of the same duration;

(iii) no Interest Period shall end after the Termination Date; and

(iv) whenever the last day of any Interest Period would otherwise
occur on a day other than a Business Day, the last day of such Interest
Period shall be extended to occur on the next succeeding Business Day,
provided, in the case of any Interest Period for a LIBOR Rate Advance, that
if such extension would cause the last day of such Interest Period to occur
in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day.

"▇▇▇▇▇▇▇" means ▇▇▇▇▇▇▇ Cruise Limited, a corporation organized and
existing under the laws of the Islands of Bermuda.

"Lenders" means the Banks listed on the signature pages hereof, each
Eligible Assignee that shall become a party hereto pursuant to Section 7.10(a),
(b) and (c) and, except when used in reference to an A Advance, an A Borrowing,
a Series A Note, a Commitment, the Termination Date or a related term, each
Designated Bidder.

"Lending Office" means the International Banking Facility of the Agent
in New York City, or any other office or affiliate of the Agent hereafter
selected and notified to the Borrower from time to time by the Agent.

"LIBOR Rate Advance" means an A Advance, B Advance or Term Loan which
bears interest at the LIBOR Rate.

"LIBOR Rate" means, for an Interest Period for each LIBOR Rate Advance
comprising part of the same Borrowing, the rate determined by the Agent to be
the rate of interest per annum equal to the average (rounded upward to the
nearest whole multiple of 1/16 of 1% per annum, if such average is not such a
multiple) of the rate per annum at which deposits in United States Dollars are
offered by the principal office of each of the Reference Lenders in London,
England to prime banks in the London interbank market at 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period for a term
equal to such Interest Period and in an amount substantially equal to such
portion of the Loan. The LIBOR Rate for an Interest Period shall be determined
by the Agent on the basis of applicable rates furnished to and received by the
Agent from the Reference Lenders two Business Days before the first day of such
Interest Period, subject, however, to the provisions of Section 2.05. If at any
time the Agent shall determine that by reason of circumstances affecting the
London interbank market (i) adequate and reasonable means do not exist for
ascertaining the LIBOR Rate for the succeeding Interest Period or (ii) the
making or continuance of any Loan at the LIBOR Rate has become impracticable as
a result of a contingency occurring after the date of this Agreement which
materially and adversely affects the London interbank market, the Agent shall
so notify the Lenders and the Borrower. Failing the availability of the LIBOR
Rate, the LIBOR Rate shall mean the Base Rate thereafter in effect from time to
time until such time as a LIBOR Rate may be determined by reference to the
London interbank market.

"Lien" means any lien, charge, easement, claim, mortgage, Option,
pledge, right of first refusal, right of usufruct, security interest, servitude,
transfer restriction or other encumbrance or any restriction or limitation of
any kind (including, without limitation, any adverse claim to title, conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest).

"Loan" means the Advances to the Borrower by each Lender provided for
in Article II of this Agreement, including any such amounts converted to Term
Loans pursuant to Section 2.12.

"Loan Documents" mean this Agreement and the Notes.

"Majority Lenders" means at any time Lenders holding at least 51% of
the then aggregate unpaid principal amount of the Series A Notes or Term Notes
held by Lenders, or, if no such principal amount is then outstanding, Lenders
having at least 51% of the Commitments (provided that, for purposes hereof,
neither the Borrower, nor any of its Affiliates, if a Lender, shall be included
in (i) the Lenders holding such amount of the A Advances or Term Notes or having
such amount of the Commitments or (ii) determining the aggregate unpaid
principal amount of the A Advances or Term Notes or the total Commitments).

"March 30, 1990 Loan Agreement" means that certain Loan Agreement
dated as of March 30, 1990 by and among the Borrower, Wind Surf Limited,
Citibank, N.A. as Agent and the banks therein named, as the same may be amended,
supplemented or otherwise modified from time to time.

"▇▇▇▇▇'▇" has the meaning specified in Section 2.05(b)(ii)(B).

"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which a Person or any ERISA Affiliate is making
or accruing an obligation to make contributions, or has within any of the
preceding three plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan" means an employee benefit plan, other than
a Multiemployer Plan, subject to Title IV of ERISA to which a Person or any
ERISA Affiliate, and more than one employer other than such Person or ERISA
Affiliate, is making or accruing an obligation to make contributions or, in the
event that any such plan has been terminated, to which the Person or any ERISA
Affiliate made or accrued an obligation to make contributions during any of the
five plan years preceding the date of termination of such plan.

"Net Worth" means, at a particular date, all amounts which would, in
accordance with GAAP, be included in shareholders' equity on a consolidated
balance sheet of a company and its Subsidiaries as at such date.

"Note" means any of, and "Notes" mean all, the respective Series A
Notes, the Series B Notes, and Term Notes, as any such note may be replaced,
amended, supplemented or otherwise modified from time to time.

"Notice of A Borrowing" has the meaning specified in Section 2.02(a).

"Notice of B Borrowing" has the meaning specified in Section 2.03(a).

"Notice of Term Loan Conversion" has the meaning specified in Section
2.12.
"Notice of Term Loan Rollover" has the meaning specified in Section
2.12.

"OECD" means the Organization for Economic Cooperation and
Development.
"Obligations" mean all obligations, including but not limited to, all
principal, interest, fees, expenses and other obligations set forth in
Article II and Section 8.04 hereof, of every nature of the Borrower from time
to time owed to the Agent, any of the Lenders, or all of them, under any of the
Loan Documents.

"Option" means (1) any right to buy or sell specific property in
exchange for an agreed upon sum, (2) any right to receive funds, the amount of
which is determined by reference to the value of capital stock or the purchase
price thereof, (3) any right of the type or kind referred to as a "phantom stock
right," and (4) any other right commonly known or referred to as an "option."

"PBGC" means the Pension Benefit Guaranty Corporation, or any entity
or entities succeeding to any or all its functions under ERISA.

"Percentage Interest" shall have the meaning set forth in Preliminary
Statement (2) of this Agreement.

"Person" means any individual, corporation, partnership, business
trust, joint venture, association, joint stock company, trust or other
unincorporated organization, whether or not a legal entity, or any government
or agency or political subdivision thereof.

"Plan" means, at any time, any employee pension benefit plan
maintained by a Person, any of its Subsidiaries, or any ERISA Affiliate of such
Person or its Subsidiaries, which employee pension benefit plan is covered by
Title IV of ERISA or is subject to the minimum funding standards of the Code.

"Reference Lender" means any of and "Reference Lenders" means each of
Citibank, N.A., National Westminster Bank Plc and The Bank of Nova Scotia.

"Register" shall have the meaning set forth in Section 7.10(g) of this
Agreement.

"S & P" has the meaning specified in Section 2.05(b)(ii)(B).

"Senior Debt" has the meaning specified in Section 2.05(b)(ii)(B).

"Series A Note" means any of, and "Series A Notes" mean all, the
respective Series A Notes of the Borrower, substantially in the form attached
hereto as Exhibit A-1, to be issued to evidence the indebtedness of the
Borrower, from time to time outstanding in respect of the A Advances, as any
such Series A Note may be replaced, amended, supplemented or otherwise modified
from time to time.

"Series B Note" means any of, and "Series B Notes" mean all, the
respective Series B Notes of the Borrower, substantially in the form attached
hereto as Exhibit A-2, to be issued to evidence the indebtedness of the Borrower
from time to time outstanding in respect of the B Advances, as any such Series
B Note may be replaced, amended, supplemented or otherwise modified from time
to time.

"Solvent" means with respect to any Person on a particular date, that
on such date (i) the fair market value of the assets of such Person is greater
than the total amount of liabilities (including the present or expected value
of contingent liabilities) of such Person, (ii) the present fair salable value
of the assets of such Person is greater than the amount that will be required
to pay the probable liabilities of such Person for its debts as they become
absolute and matured, (iii) such Person is able to realize upon its assets and
pay its debts and other liabilities, including contingent obligations, as they
mature, (iv) such Person does not have unreasonably small capital and (v) such
Person does not intend to or believe it will incur debts beyond its ability to
pay as they mature.

"Specified Subsidiary" means any of ▇▇▇▇▇▇▇ and its Subsidiaries, and
"Specified Subsidiaries" mean all of ▇▇▇▇▇▇▇ and its Subsidiaries.

"Subordinated Debt" has the meaning specified in Section
2.05(b)(ii)(B).

"Subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which a majority of the
voting power entitled to vote in the election of directors, managers or trustees
thereof is at the time owned, directly or indirectly, by such Person or by one
or more other Subsidiaries, or by such Person and one or more other
Subsidiaries, or a combination thereof.

"Swaps Documents" mean the Swaps Agreement, the Swaps Guaranty and the
Swaps Security Agreement as defined in the March 30, 1990 Loan Agreement.

"Tangible Net Worth" means for any Person at any time (a) the sum, to
the extent shown on such Person's balance sheet, of (i) the amount of issued and
outstanding share capital, but less the cost of treasury shares, plus (ii) the
amount of surplus and retained earnings, less (b) intangible assets as
determined in accordance with GAAP.

"Term Loan" means any of, and "Term Loans" mean all, the Advances
converted to term loans on the Termination Date pursuant to Section 2.12.

"Term Loan Maturity Date" means the date, not later than the
anniversary of the Termination Date then in effect, specified as the Term Loan
Maturity Date by the Borrower pursuant to Section 2.12 or such earlier date all
Term Loans become due and payable pursuant to Section 6.01.

"Term Note" means any of, and "Term Notes" mean all, the respective
Term Notes of the Borrower, substantially in the form attached hereto as Exhibit
A-3, to be issued to evidence the indebtedness of the Borrower from time to time
outstanding in respect of the Advances, which pursuant to Section 2.12, have
been converted to Term Loans, as such Term Notes may be replaced, amended,
supplemented or otherwise modified from time to time.

"Termination Date" means December 3, 1996 or any such extended
termination date as provided in Section 2.11(b), or the earlier date of
termination of all the Commitments pursuant to Section 2.11(a) or 6.01 hereof.

"Termination Event" means (i) a "reportable event," as such term is
described in Section 4043 of ERISA (other than a "reportable event" not subject
to the provision for 30 day notice to the PBGC), or an event described in
Section 4068(f) of ERISA, or (ii) the withdrawal of the Borrower or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
"substantial employer," as such term is defined in Section 4001(a)(2) of ERISA,
or the incurrence of liability by the Borrower or any ERISA Affiliate under
Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or
(iii) the filing of a notice of intent to terminate a Plan or the treatment of
a Plan amendment as a termination under Section 4041A of ERISA, or (iv) the
institution of proceedings to terminate a Plan by the PBGC under Section 4042
of ERISA, or (v) any other event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan.

"Total Capital" means the sum of the Total Debt and Tangible Net Worth
of the Borrower and its Subsidiaries excluding Specified Subsidiaries, but
excluding therefrom any Indebtedness or amounts due or received under the Swaps
Documents.

"Total Debt" means, at a particular date, the sum of (y) all amounts
which would, in accordance with GAAP, constitute short term debt and long term
debt of the Borrower and its Subsidiaries excluding Specified Subsidiaries as
of such date and (z) the amount of any Indebtedness outstanding on such date and
not included in the amounts specified in clause (y), singly or in the aggregate,
in excess of Fifty Million Dollars ($50,000,000), of any Person other than the
Borrower or any of its Subsidiaries excluding Specified Subsidiaries, which
Indebtedness (i) has been and remains guaranteed on such date by the Borrower
or any of its Subsidiaries excluding Specified Subsidiaries or is otherwise the
legal liability of the Borrower or any of its Subsidiaries excluding Specified
Subsidiaries (whether contingent or otherwise or direct or indirect, but
excluding endorsements of negotiable instruments for deposit or collection in
the ordinary course of business), or (ii) is secured by any Lien on any property
or asset owned or held by the Borrower or any of its Subsidiaries excluding
Specified Subsidiaries, regardless of whether the obligation secured thereby
shall have been assumed or is a personal liability of the Borrower or any of its
Subsidiaries excluding Specified Subsidiaries, provided, that the foregoing
shall not be interpreted to include any Indebtedness under the Swaps Documents.

"Transaction" means the extension of credit contemplated by the Loan
Documents.
"Type" shall mean, with respect to an Advance, a Base Rate Advance or
a LIBOR Rate Advance.

"Withdrawal Liability" shall have the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP
consistently applied.

SECTION 1.03. Governing Language. All documents, notices and demands
and financial statements to be delivered by any Person to the Agent or any
Lender pursuant to this Agreement shall be in the English language.

SECTION 1.04. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and each of the words "to" and
"until" means "to but excluding".

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The A Advances. Upon the terms and subject to the
conditions set forth in this Agreement, each Lender agrees severally, but not
jointly, to make A Advances to the Borrower from time to time on any Business
Day during the period from the Closing Date until the Termination Date in an
aggregate amount not to exceed at any time outstanding the amount set opposite
such Lender's name on the signature pages hereof or, if applicable, the
signature pages of any relevant amendment hereto or, if such Lender has entered
into any Assignment and Acceptance, set forth for such Lender in the Register
maintained by the Agent, as such amount may be reduced pursuant to Section 2.11
(such Lender's "Commitment"), provided that the aggregate amount of the
Commitments of the Lenders shall be deemed used and reduced from time to time
to the extent of the aggregate amount of the B Advances then outstanding and
such deemed use and reduction of the aggregate amount of the Commitments shall
be applied to the Lenders ratably according to their respective Commitments
(such deemed use and reduction of the aggregate amount of the Commitments being
a "B Reduction"). Each A Borrowing shall be in an aggregate amount not less
than Twenty Million Dollars ($20,000,000) and an integral multiple of One
Million Dollars ($1,000,000) if in excess thereof and shall consist of A
Advances of the same Type made on the same day by the Lenders ratably according
to their respective Commitments. Within the limits of each Lender's Commitment,
the Borrower may from time to time borrow, prepay pursuant to Section 2.06(a)
and reborrow under this Section 2.01.

SECTION 2.02. Making the A Advances. (a) Each A Borrowing shall be
made on notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day (on the first Business Day in the case of a Base Rate
Advance) prior to the date of the proposed A Borrowing, by the Borrower to the
Agent, which shall give to each Lender prompt notice thereof by telecopier,
telex or cable. Each such Borrower's notice of an A Borrowing (a "Notice of A
Borrowing") shall be by telecopier, telex or cable, confirmed immediately in
writing, substantially in the form of Exhibit B-1 hereto, specifying therein the
requested (i) Drawdown Date of such A Borrowing, (ii) Type of A Advances
comprising such A Borrowing, (iii) aggregate amount of such A Borrowing, and
(iv) in the case of an A Borrowing comprised of LIBOR Rate Advances, the initial
Interest Period for each such A Advance. Each Lender shall, before 11:00 A.M.
(New York City time) on the date of such A Borrowing, make available for the
account of its Applicable Lending Office to the Agent at its address referred
to in Section 8.02, in same day funds, such Lender's ratable portion of such A
Borrowing. After the Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Agent will make such funds
available to the Borrower at the Agent's aforesaid address.

(b) The total amount of each A Advance to be made available by each
Lender shall never exceed the Commitment of such Lender, as adjusted by such
Lender's B Reduction, and shall be proportionate always to such Lender's
Percentage Interest set forth in the signature pages hereof or, if applicable,
in the Register.

(c) Unless the Agent shall have received written notice from a Lender
prior to the date of any A Borrowing that such Lender will not make available
to the Agent such Lender's ratable portion of such A Borrowing, the Agent may
assume that such Lender has made such portion available to the Agent on the date
of such A Borrowing in accordance with subsection (a) of this Section 2.02 and
the Agent may, in reliance upon such assumption, make available to the Borrower
on such date a corresponding amount. If and to the extent that such Lender
shall not have so made such ratable portion available to the Agent, such Lender
and the Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to A Advances comprising such A Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's A Advance as part of such A Borrowing for purposes of this Agreement.

(d) The Borrower shall repay the principal amount of each A Advance
made by each Lender in accordance with the Series A Note payable to such Lender,
provided that the aggregate principal amount of any A Advance outstanding on the
Termination Date shall be paid on the Termination Date, except as otherwise
provided with respect to any such outstanding principal amounts converted,
pursuant to Section 2.12 hereof, to Term Loans, which shall be repaid as
provided in the Term Notes on the Term Loan Maturity Date.

(e) The Borrower may on any Business Day, upon notice given to the
Agent not later than 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed Conversion and subject to the provisions of
Section 2.05, and so long as no Default or Event of Default has occurred and is
continuing, Convert all A Advances of one Type comprising the same A Borrowing
into Advances of another Type; provided, however, that any Conversion of any
LIBOR Rate Advances into Advances of another Type shall be made on, and only on,
the last day of an Interest Period for such LIBOR Rate Advances. Each such
notice of a Conversion shall, within the restrictions specified above, specify
(i) the date of such Conversion, (ii) the A Advances to be Converted, and (iii)
if such Conversion is into LIBOR Rate Advances, the duration of the Interest
Period for each such A Advance.

SECTION 2.03. The B Advances. (a) Each Lender severally agrees that
the Borrower may, in the manner set forth below, make B Borrowings under this
Section 2.03 from time to time on any Business Day during the period from the
Closing Date until the thirtieth day prior to the Termination Date; provided
that, following the making of each B Borrowing, the aggregate amount of the
Advances then outstanding shall not exceed the aggregate amount of the
Commitments of the Lenders (computed without regard to any B Reduction).

(i) The Borrower may request a B Borrowing under this Section 2.03
by delivering to the Agent, by telecopier, telex or cable, confirmed
immediately in writing, a notice of a B Borrowing (a "Notice of B
Borrowing"), substantially in the form of Exhibit B-2 hereto, specifying
the Drawdown Date and aggregate amount of the proposed B Borrowing, the
maturity date for repayment of each B Advance to be made as part of such
B Borrowing (which maturity date may not be earlier than seven (7) days
(thirty (30) days, in the case of floating interest rate borrowings) or
later than one hundred eighty (180) days after the date of such B Borrowing
or, in any event, later than the Termination Date), the Interest Payment
Date or Dates relating thereto, and any other terms to be applicable to
such B Borrowing, not later than 12:00 Noon in the case of floating
interest rate borrowings, or 12:00 Noon in the case of fixed interest rate
borrowings (New York City time) (A) at least one (1) Business Day prior to
the date of the proposed B Borrowing, if the Borrower shall specify in the
Notice of B Borrowing that the rates of interest to be offered by the
Lenders shall be fixed rates per annum and (B) at least four (4) Business
Days prior to the date of the proposed B Borrowing, if the Borrower shall
instead specify in the Notice of B Borrowing the basis to be used by the
Lenders in determining the rates of interest to be offered by them. The
Agent shall in turn promptly notify each Lender of each request for a B
Borrowing received by it from the Borrower by sending such Lender a copy
of the related Notice of B Borrowing.

(ii) Each Lender may, if, in its sole discretion it elects to do so,
irrevocably offer to make one or more B Advances to the Borrower as part
of such proposed B Borrowing at a rate or rates of interest specified by
such Lender in its sole discretion, by notifying the Agent (which shall
give prompt notice thereof to the Borrower), before 9:30 A.M. (New York
City time) (A) on the date of such proposed B Borrowing, in the case of a
Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i)
above and (B) three (3) Business Days before the date of such proposed B
Borrowing, in the case of a Notice of B Borrowing delivered pursuant to
clause (B) of paragraph (i) above, of the minimum amount and maximum amount
of each B Advance which such Lender would be willing to make as part of
such proposed B Borrowing (which amounts may, subject to the proviso to the
first sentence of this Section 2.03(a), exceed such Lender's Commitment,
if any), the rate or rates of interest therefor and such Lender's
Applicable Lending Office with respect to such B Advance; provided that if
the Agent in its capacity as a Lender shall, in its sole discretion, elect
to make any such offer, it shall notify the Borrower of such offer before
9:00 A.M. (New York City time) on the date on which notice of such election
is to be given to the Agent by the other Lenders. If any Lender shall
elect not to make such an offer, such Lender shall so notify the Agent,
before 9:30 A.M. (New York City time) on the date on which notice of such
election is to be given to the Agent by the other Lenders, and such Lender
shall not be obligated to, and shall not, make any B Advance as part of
such B Borrowing; provided that the failure by any Lender to give such
notice shall not cause such Lender to be obligated to make any B Advance
as part of such proposed B Borrowing or result in any liability to any
party to this Agreement.

(iii) The Borrower shall, in turn, (A) before 11:00 A.M. (New York
City time) on the date of such proposed B Borrowing, in the case of a
Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i)
above and (B) before 11:00 A.M. (New York City time) three (3) Business
Days before the date of such proposed B Borrowing, in the case of a Notice
of B Borrowing delivered pursuant to clause (B) of paragraph (i) above,
either:

(x) cancel such B Borrowing by giving the Agent notice to that
effect, or

(y) accept one or more of the offers made by any Lender or
Lenders pursuant to paragraph (ii) above, in the Borrower's sole
discretion, by giving notice to the Agent of the amount of each B
Advance (which amount shall be equal to or greater than the minimum
amount, and equal to or less than the maximum amount, notified to the
Borrower by the Agent on behalf of such Lender for such B Advance
pursuant to paragraph (ii) above) to be made by each Lender as part
of such B Borrowing, and reject any remaining offers made by Lenders
pursuant to paragraph (ii) above by giving the Agent notice to that
effect.

(iv) If the Borrower notifies the Agent that such B Borrowing is
cancelled pursuant to paragraph (iii)(x) above, the Agent shall give prompt
notice thereof to the Lenders and such B Borrowing shall not be made.

(v) If the Borrower accepts one or more of the offers made by any
Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in
turn promptly notify (A) each Lender that has made an offer as described
in paragraph (ii) above, of the date and aggregate amount of such B
Borrowing and whether or not any offer or offers made by such Lender
pursuant to paragraph (ii) above have been accepted by the Borrower, (B)
each Lender that is to make a B Advance as part of such B Borrowing, of the
amount of each B Advance to be made by such Lender as part of such B
Borrowing, and (C) each Lender that is to make a B Advance as part of such
B Borrowing, upon receipt, that the Agent has received forms of documents
appearing to fulfill the applicable conditions set forth in Article III.
The Agent shall allocate the principal amount of each B Borrowing among the
Lenders whose offers were accepted by the Borrower in ascending order based
upon the rate of interest offered, from the lowest to the highest such
interest rate offered by such Lenders. Each Lender that is to make a B
Advance as part of such B Borrowing shall, before 12:00 noon (New York City
time) on the date of such B Borrowing specified in the notice received from
the Agent pursuant to clause (A) of the preceding sentence or any later
time when such Lender shall have received notice from the Agent pursuant
to clause (C) of the preceding sentence, make available for the account of
its Applicable Lending Office to the Agent at its address referred to in
Section 8.02 such Lender's portion of such B Borrowing, in same day funds.
Upon fulfillment of the applicable conditions set forth in Article III and
after receipt by the Agent of such funds, the Agent will make such funds
available to the Borrower at the Agent's aforesaid address. Promptly after
each B Borrowing the Agent will notify each Lender of the amount of the B
Borrowing, the consequent B Reduction and the dates upon which such B
Reduction commenced and will terminate.

(b) Each B Borrowing shall be in an aggregate amount of not less than
Twenty Million Dollars ($20,000,000) and an integral multiple of One Million
dollars ($1,000,000) if in excess thereof and, following the making of each B
Borrowing, the Borrower shall be in compliance with the limitation set forth in
the proviso to the first sentence of subsection (a) above.

(c) Within the limits and on the conditions set forth in this Section
2.03, the Borrower may from time to time borrow under this Section 2.03, repay
or prepay the principal of any B Borrowing pursuant to subsection (d) below, and
reborrow under this Section 2.03, provided that a B Borrowing shall not be made
within three (3) Business Days following the date of any other B Borrowing.

(d) The Borrower shall repay to the Agent for the account of each
Lender which has made a B Advance, or each other holder of a Series B Note, on
the maturity date of each B Advance (such maturity date being that specified by
the Borrower for repayment of such B Advance in the related Notice of B
Borrowing delivered pursuant to subsection (a)(i) above and provided in the
Series B Note evidencing such B Advance), the then unpaid principal amount of
such B Advance, provided that, the aggregate principal amount of any B Advance
outstanding on the Termination Date shall be repaid on the Termination Date,
except as otherwise provided with respect to any such outstanding principal
amounts converted, pursuant to Section 2.12 hereof, to Term Loans, which shall
be repaid as provided in the Term Notes on the Term Loan Maturity Date. Except
as specified in Section 2.06(d) the Borrower shall have no right to prepay, in
whole or in part, the principal amount of any B Advance unless, and then only
on the terms, if any, specified by the Borrower for such B Advance in the
related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and
set forth in the Series B Note evidencing such B Advance.

(e) The indebtedness of the Borrower resulting from each B Advance
made to the Borrower as part of a B Borrowing shall be evidenced by the Series
B Note of the Borrower payable to the Lender making such B Advance.

SECTION 2.04. General Provisions. (a) The Borrower shall have no
right to borrow, and no Lender shall have any obligation to lend, any amount
whatsoever on or after the Termination Date.

(b) The failure of any Lender to advance its Commitment in respect
of any Advance shall not relieve it or any other Lender of the obligation to
advance its Commitment, but no Lender or the Agent shall be responsible for the
failure of any other Lender to advance its Commitment to the Borrower.

(c) Each Notice of A Borrowing, Notice of Term Loan Conversion and
Notice of Term Loan Rollover sent, and each notice of acceptance of a B
Borrowing given, by the Borrower shall be irrevocable and binding on the
Borrower. If for any reason on the Drawdown Date for the Advance specified in
a Notice of A Borrowing or Notice of B Borrowing, or on the Termination Date in
respect of a Term Loan, as the case may be, the Advance or Term Loan is not made
as a result of any failure to fulfill on or before the Drawdown Date or the
Termination Date, as the case may be, the applicable conditions precedent, the
Borrower shall indemnify each Lender against any loss, cost or expense incurred
by such Lender as a result of such failure, including, without limitation, any
loss, cost or expense incurred by reasons of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Advance or the Term
Loan to be made by such Lender as part of such borrowing.

SECTION 2.05. Interest and Default Interest. (a) The Borrower shall
pay interest on the unpaid principal amount of each Advance from the Drawdown
Date until the principal amount of the Advance is paid in full, payable on each
Interest Payment Date for each such Advance. The Borrower shall pay interest
on the unpaid principal amount of each Term Loan from the Termination Date until
the principal amount of each such Term Loan is paid in full, payable on each
Interest Payment Date for each such Term Loan. Notwithstanding the two
preceding sentences of this Section 2.05(a), (i) all interest accrued on any
Advance outstanding on the Termination Date shall be paid on the Termination
Date, and (ii) all interest accrued on any Term Loan outstanding on the Term
Loan Maturity Date shall be paid on the Term Loan Maturity Date.

(b) As long as any A Advance or Term Loan, as the case may be, shall
be outstanding, and payment of the principal thereof and interest thereon shall
not be in default, interest on the A Advance or Term Loan, as the case may be,
shall be payable at an interest rate which shall be adjusted, in advance at the
start of the first day of each Interest Period therefor, and which shall be
determined as follows:

(i) with respect to each Base Rate Advance, the Borrower shall pay
interest thereon at the rate of interest determined by the Agent to be the
Base Rate for the relevant Interest Period as specified in the related
Notice of Borrowing, Notice of Term Loan Conversion or Notice of Term Loan
Rollover, as the case may be, provided that if the Borrower shall fail to
elect an Interest Period in its Notice of A Borrowing, Notice of Term Loan
Conversion or Notice of Term Loan Rollover, as the case may be, as herein
provided or if an Event of Default has occurred and is continuing, the
Agent shall elect the relevant Interest Period, which may be one (1) day;

(ii) with respect to each LIBOR Rate Advance, the Borrower shall pay
interest in one or more tranches thereon at an interest rate equal to the
sum of (y) the LIBOR Rate plus (z) the applicable margin for the relevant
Interest Period, determined by the Agent and subject to periodic
adjustment, as provided below in this Section 2.05(b)(ii) or, if the LIBOR
Rate is unavailable for any such period, at the Base Rate:

(A) with respect to each Interest Period relating to a LIBOR Rate
Advance, the Borrower shall, by telex notice to be received by the Agent
by 11 A.M. New York time on a Business Day at least three (3) Business Days
prior to the commencement of each such successive period, elect an Interest
Period of one, two, three or six months duration and one or more but no
more than six tranches in total for all outstanding LIBOR Rate Advances,
provided no tranche shall be in an amount less than Twenty Million Dollars
($20,000,000); provided the Borrower shall select Interest Periods, and if
necessary shall select as the final Interest Period for each LIBOR Rate
Advance an Interest Period less than one month in duration, so that the
maturity date of each Advance shall be the last day of the Interest Period
for such Advance; provided that if the Borrower shall fail to elect an
Interest Period as herein provided, the relevant Interest Period shall be
three (3) months, provided further that so long as any Event of Default has
occurred and is continuing, the Agent shall elect the relevant Interest
Period, which may be less than one month;

(B) the interest payable on each LIBOR Rate Advance during each
successive Interest Period shall be adjusted from time to time by the Agent
as follows. Notice of such applicable interest rate shall be delivered by
the Agent to the Borrower and the Lenders not later than the second
Business Day of each Interest Period. The Borrower shall, not later than
three (3) Business Days prior to the commencement of each such successive
Interest Period, together with its notice pursuant to subparagraph (A)
above, deliver to the Agent all then-current ratings, if any, of the
Borrower's Senior Unsecured Debt and Unsecured Subordinated Debt ("Senior
Debt" and "Subordinated Debt", respectively) given by ▇▇▇▇▇'▇ Investors
Service ("Moody's") and by Standard & Poor's Corporation ("S & P") during
such Interest Period or an officer's certificate that no such ratings were
issued. If the Agent determines that on the last Business Day of an
Interest Period (or on the Business Day preceding the Drawdown Date, in the
case of the initial LIBOR Rate Advance) the Borrower's Senior Debt was
rated

(i) A- or below by S & P or A3 or below by Moody's, the applicable
interest rate for the succeeding interest period shall be .22% over the
LIBOR Rate, and

(ii) at least A by S&P or A2 by Moody's, the applicable interest rate
for the succeeding interest period shall be .195% over the LIBOR Rate.

In the event that S & P and Moody's provide different ratings for such Senior
Debt, the Agent shall use the higher rating in determining the applicable
interest rate. In the event the Borrower has no rated Senior Debt but the
Borrower's Subordinated Debt has been rated, for purposes of determining the
applicable interest rate, the Agent shall assume a Senior Debt rating equivalent
to one subgrade higher than the actual Subordinated Debt rating given during
such period. In the event that during any Interest Period the Agent shall not
have received notification of ratings from the Borrower as aforesaid or if no
such ratings exist during any Interest Period, the applicable interest rate for
the succeeding Interest Period shall be one percent (1%) over the LIBOR Rate;

(C) each Reference Lender which is a Lender agrees to furnish to the
Agent timely information for the purpose of determining the LIBOR Rate.
If any one or more of the Reference Lenders shall not timely furnish such
information to the Agent for the purpose of determining the interest rate,
the Agent shall determine such interest rate on the basis of information
timely furnished by the remaining Reference Lenders;

(D) the Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Agent for
purposes of Section 2.05(b) and the applicable rate, if any, furnished by
each Reference Lender for the purpose of determining the applicable LIBOR
Rate hereunder;

(E) If, with respect to any LIBOR Rate Advances, the Majority Lenders
notify the Agent that the LIBOR Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Majority Lenders of
making, funding or maintaining their respective LIBOR Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Borrower and
the Lenders, whereupon

(1) each LIBOR Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base
Rate Advance, and

(2) the obligation of the Lenders to make, or to Convert A
Advances into, LIBOR Rate Advances shall be suspended until the Agent
shall notify the Borrower and such Lenders that the circumstances
causing such suspension no longer exist; and

(F) On the date on which the aggregate unpaid principal amount of A
Advances comprising any A Borrowing shall be reduced, by payment or
prepayment or otherwise, to less than Twenty Million Dollars ($20,000,000),
such A Advances shall, if they are Advances of a Type other than Base Rate
Advances, automatically Convert into Base Rate Advances, and on and after
such date the right of the Borrower to Convert such A Advances into
Advances of a Type other than Base Rate Advances shall terminate; provided,
however, that if and so long as each such A Advance shall be of the same
Type and have the same Interest Period as A Advances comprising another A
Borrowing or other A Borrowings, and the aggregate unpaid principal amount
of all such A Advances shall equal or exceed Twenty Million Dollars
($20,000,000), the Borrower shall have the right to continue all such A
Advances as, or to Convert all such A Advances into, Advances of such Type
having such Interest Period.

(c) As long as any B Advance shall be outstanding, and payment of the
principal thereof and interest thereon shall not be in default, interest on the
B Advance shall be paid at the rate of interest for such B Advance specified by
the Lender making such advance in its notice with respect thereto delivered
pursuant to subsection (a)(ii) of Section 2.03 above, payable on the Interest
Payment Date or Dates specified by the Borrower for such B Advance in the
related Notice of B Borrowing delivered pursuant to subsection (a)(i) of Section
2.03 above, as provided in the Series B Note evidencing such B Advance. With
respect to any LIBOR Rate Advance comprising part of a B Borrowing, the
provisions of subsections (b)(ii)(A), (C) and (D) of Section 2.05 shall apply
to the selection of any Interest Period not specified in the related Notice of
B Borrowing given pursuant to Section 2.03, and further, the provisos of such
subsection (b)(ii)(A), and subsection (b)(ii)(F) in its entirety, shall apply
to each such B Borrowing.

(d) In the event that the Agent or any Lender does not receive on the
due date any sum due under this Agreement or any of the other Loan Documents in
accordance with the terms hereof or thereof, the Borrower shall pay to the Agent
and such Lenders, as the case may be, on demand, interest on such sum, from and
including the due date thereof to but not including the date of actual payment,
at a rate per annum determined by the Agent from time to time to be the sum of
(y) two and three-quarters per cent (2-3/4%) plus (z) the LIBOR Rate applicable
for any such period or, if the LIBOR Rate is inapplicable or unavailable, for
any such period, the Base Rate. Except as otherwise provided in the following
subsection (e), any such interest which is not paid when due shall be compounded
at the end of each Interest Period (both before and after any notice of demand)
by the Agent on behalf of the Lenders under this Agreement.

(e) Notwithstanding any provision contained in any of the Loan
Documents, no Lender nor the Agent shall ever be entitled to receive, collect,
or apply, as interest on the Obligations, any amount in excess of the maximum
rate of interest permitted to be charged by applicable law, and, in the event
any Lender or the Agent ever receives, collects, or applies as interest, any
such excess, such amount which would be excessive interest shall be applied to
the reduction of the Obligations then outstanding, and, if the Obligations then
outstanding are paid in full, any remaining excess shall forthwith be paid to
the Borrower. In determining whether or not the interest paid or payable, under
any specific contingency, exceeds the highest lawful rate, the Borrower and the
Lender or the Agent, as the case may be, shall, to the maximum extent permitted
under applicable law, (i) characterize any non-principal payment as an expense,
fee, or premium rather than as interest, (ii) exclude any voluntary prepayments
and the effects thereof, and (iii) spread the total amount of interest
throughout the entire contemplated term of the Obligations so that the interest
rate is uniform throughout the entire term of the Obligations.

SECTION 2.06. Prepayments. (a) The Borrower may, upon at least four
(4) Business Days notice to the Agent and the Lenders received by 10:00 A.M. New
York time, and subject always to the requirements of Section 8.04(b), prepay,
pro rata, the outstanding amount of each A Advance including outstanding amounts
under Term Notes, in whole or in part, together, in each case, with accrued
interest to the date of such prepayment on the amount prepaid, provided that no
such partial prepayment shall be in a principal amount of less than Twenty
Million Dollars ($20,000,000) and integral multiples of One Million Dollars
($1,000,000) if in excess thereof.

(b) The Borrower may not, except as permitted under subsection (d)
of this Section 2.06, prepay any B Advance, except that the Borrower shall
prepay such amounts when required pursuant to the provisions of this Agreement.

(c) If it shall become unlawful for any Lender to continue to fund
or maintain any Advance or to perform its obligations hereunder, such Lender
shall notify the Borrower and the Agent, and such Lender shall use all
reasonable efforts to change its lending office so that it can perform its
obligations hereunder; provided that such Lender shall not be obligated to
change its lending office if in its sole reasonable judgment it would be
disadvantageous to do so. If such Lender does not change its lending office
because it determines in its sole reasonable judgment that it is disadvantageous
to do so or because such change would not render such Advance lawful, then such
Lender shall notify the Agent and the Borrower, and shall make an Advance, and
the Borrower shall borrow such A Advance, at the Base Rate in an amount equal
to the amount of the Advance currently outstanding and made by such Lender to
the Borrower if in the sole reasonable judgment of such Lender such A Advance
can lawfully be extended at the Base Rate. Simultaneously with making such A
Advance at the Base Rate, the Advance then outstanding made available by such
Lender to the Borrower shall be repaid by the Borrower. If any Lender makes a
Base Rate Advance to the Borrower pursuant to subsection (c) of this Section
2.06, the Borrower may prepay such Advance, without penalty, at any time upon
five (5) Business Days notice. If despite such Lender's compliance with the
preceding provisions of this Section 2.06(c), or if the Borrower shall refuse
to borrow an A Advance at the Base Rate as herein provided, and if it shall
become unlawful for any Lender to fund or maintain any Advance or perform its
obligations hereunder, upon demand by such Lender, the Borrower shall prepay in
full the outstanding Advance made by such Lender, with accrued interest thereon
and all other amounts payable by the Borrower hereunder, and upon such demand
or any notice of prepayment the obligation of such Lender to make any Advance
to the Borrower shall terminate.

(d) If at any time the Borrower shall, or may reasonably be expected
to, be required to deduct and withhold, or indemnify any Lender with respect to,
any Taxes (as defined in Section 2.09) (in each case, as evidenced by an opinion
reasonably satisfactory in form and substance to the Agent and the Lenders from
independent tax counsel reasonably satisfactory to the Agent and the Lenders)
the Borrower may, upon at least four (4) Business Days notice to the Agent and
the Lenders, prepay at any time, pro rata, the outstanding principal amount of
each Advance, in whole or in part, together with accrued interest to the date
of prepayment on the amount prepaid and all other amounts then payable to the
Lenders by the Borrower; provided, that if such Taxes relate to payments to
fewer than all the Lenders (the "Affected Lenders"), the Borrower may, upon at
least four Business Days notice to the Agent and the Affected Lenders, prepay,
in whole or in part, pro rata (except as set forth in the following provision),
the outstanding principal amount of Advances made by the Affected Lenders, with
accrued interest thereon and all other amounts payable to the Affected Lenders
by the Borrower (without prepaying any portion of any Advance made by any Lender
that is not any Affected Lender); provided further, that if the rate of Taxes
with respect to any Affected Lender is higher than with respect to another
Affected Lender, the Borrower may prepay any portion of the Advance made by the
former Affected Lender without prepaying any portion of the Advance made by the
latter Affected Lender. The Agent shall give prompt written notice to the
Lenders of any prepayments made under this paragraph (d).

(e) Prepayments of any A Advance shall be applied against
installments of outstanding principal in inverse order of maturity.

SECTION 2.07. Increased Costs; Additional Interest. (a) If on or
after the Closing Date due to (i) the introduction of or any change (including,
without limitation, any change by way of imposition or increase of reserve or
capital adequacy requirements, but not including a change related to Taxes or
Excluded Taxes, as such terms are defined in Section 2.09 hereof) in, or in the
interpretation of, any law or regulation, or (ii) the compliance by any Lender
with any guideline or request (not including any guideline or request with
respect to Taxes or Excluded Taxes, but including, with respect to reserve and
capital adequacy requirements, those applicable laws, policies, guidelines and
directives and interpretations in effect on the Closing Date) from any central
bank or other governmental authority, whether or not having the force of law,
there shall be any increase in the cost to, or reduction in the return on
capital of any Lender in consequence of, any Lender of agreeing to make or
making, funding or maintaining an Advance, then the Borrower shall from time to
time, upon demand by such Lender, pay to the Lender additional amounts
sufficient to indemnify such Lender against such increased cost or reduction in
the return on capital.

(b) If any Lender shall determine in good faith that reserves under
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time, are required to be maintained by it in respect of, or
a portion of its costs of maintaining reserves under Regulation D is properly
attributable to, one or more of its Advances, such Lender shall give notice to
the Borrower, together with a certificate as described below in Section 2.07(c)
and the Borrower shall pay to such Lender additional interest on the unpaid
principal amount of each such Advance, payable on the same day or days on which
interest is payable on such Advance, at an interest rate per annum equal at all
times during each Interest Period for such Advance to the excess of (i) the rate
obtained by dividing the LIBOR Rate for such Interest Period by a percentage
equal to 100% minus the Reserve Percentage (defined in the next sentence), if
any, applicable during such Interest Period over (ii) the LIBOR Rate for such
Interest Period. The "Reserve Percentage" for any such period, with respect to
any Advance, means the reserve percentage applicable thereto under regulations
issued from time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement (including,
but not limited to, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City
with respect to (i) liabilities or assets consisting of or including
eurocurrency liabilities, as defined in Regulation D of the Board of Governors
of the Federal Reserve System, as in effect from time to time, and having a term
equal to any such period, or (ii) any other category of liabilities which
includes deposits by reference to which the interest rate on such Advance is
determined and which have a term equal to any such period.

(c) A certificate as to the amount of any such increased cost,
increased interest or reduced return under this Section 2.07, submitted to the
Borrower and the Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error. Before making any demand under this
Section 2.07, the Lender shall designate as to itself a different lending office
if such designation would avoid the need for, or reduce the amount of such
increased cost or interest, and will not, in the sole reasonable judgment of
such Lender, be otherwise disadvantageous to it.

SECTION 2.08. Payments and Computations. (a) The Borrower shall make
each payment hereunder and under any instrument delivered hereunder (except as
otherwise provided in any such instrument) not later than 12:00 noon New York
City time on the day when due in lawful and freely transferable United States
Dollars to the Agent at the Agent's office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, for the account of the Lending Office in same day funds. The Agent
shall promptly disburse to the Lenders funds of such type as it shall have
received in the manner provided by this Agreement.

(b) The Borrower hereby authorizes the Agent and each Lender, if and
to the extent payment is not made when due hereunder or under any instrument
delivered hereunder, to charge from time to time against any or all of the
Borrower's accounts with the Agent or such Lender, as the case may be, any
amount so due. The Borrower further agrees that not later than 12:00 noon (New
York City time) on each day on which a payment is due hereunder with respect to
the Advance or under any Note, it will have in its account maintained with the
Agent in New York City a credit balance at least equal to the total amount so
due on such day.

(c) All computations of interest and fees shall be made by the Agent
and the Lenders on the basis of a year of 360 days (365 or 366 with respect to
Base Rate computations) for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such amount is
payable.

(d) Whenever any payment to be made hereunder or under any instrument
delivered hereunder shall be stated to be due, or whenever the last day of any
Interest Period would otherwise occur on a day other than a Business Day, such
payment shall be made, and the last day of such Interest Period shall occur, on
the next succeeding Business Day, and any such extension of time shall in all
cases be taken into account in the computation of payment of interest due
hereunder or otherwise; provided, however, if such extension would extend the
maturity date of any Advance or would cause such payment to be made, or the last
day of any Interest Period relating to a LIBOR Rate Advance to occur, in a new
calendar month, payment shall be made, and the last day of any such Interest
Period shall occur, on the next preceding Business Day.

SECTION 2.09. Taxes. (a) Any and all payments made by the Borrower
hereunder or under any instrument delivered hereunder 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 (i) taxes imposed on net income by, and other franchise taxes of, the
United States or any political subdivision thereof (including, without
limitation, branch profits taxes imposed by the United States under Section
884(a) of the Code or any successor provision thereto, or similar taxes imposed
by any political sub-division or taxing authority thereof or therein, including
Puerto Rico), other than any such taxes that would not have been imposed but for
the Borrower's incorporation or residence in the jurisdiction imposing the tax
or the situs of any property securing the Notes in the jurisdiction imposing the
tax, (ii) taxes imposed on net income by any other jurisdiction (other than
solely by reason of the Borrower's incorporation or residence in such
jurisdiction or the situs of any property securing the Notes in such
jurisdiction), (iii) in the case of any payment to any entity not organized
under the laws of the United States, any taxes imposed by the United States
under Section 871 or 881 of the Code or any successor provision thereto or by
means of withholding at the source, and (iv) in the case of any payment to the
Agent or any Lender, taxes (including taxes imposed by means of withholding at
the source) imposed by any jurisdiction other than the United States which would
not have been imposed but for the failure of the Agent or such Lender (as the
case may be) to execute and return to the Borrower any form of notification,
certification, statement or other document which the Borrower shall have
delivered to the Agent or such Lender (as the case may be) a reasonable period
of time before such payment is due and which the Agent or such Lender (as the
case may be) is able to execute and return to the Borrower in good faith without
incurring any additional costs, risks or other disadvantages; provided, however,
that clause (iii) shall not apply if such tax would not be imposed but for an
amendment to or a change in any applicable law or regulation or in the
interpretation thereof by any regulatory authority (including, without
limitation, any change in an applicable tax treaty), which amendment or change
is enacted, promulgated or otherwise comes into force after the Closing Date (a
"Change of Law"), but only to the extent that such Lender or Agent, as the case
may be, cannot, after notice from the Borrower, through reasonable efforts
eliminate or reduce the amount of taxes payable (without additional costs
(unless the Borrower agrees to bear such costs) or other disadvantages or risks
(tax or otherwise) to such Lender or the Agent) by reason of such Change of Law
(all such excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities are hereinafter referred to as "Excluded Taxes"; all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities are hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under such instrument, (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 2.08) the
Lender or the Agent, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

(b) In addition, the 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 under any
instrument delivered hereunder, or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or any instrument delivered
hereunder excluding any such taxes, charges or similar levies which arise from
the execution, delivery or registration of any instrument in accordance with
Section 7.10 hereof (all such non-excluded taxes, charges or similar levies are
hereinafter referred to as "Other Taxes").

(c) The Borrower will indemnify the Agent and each Lender for the
full amount of Taxes and Other Taxes (plus any taxes imposed by any jurisdiction
on amounts payable under this Section 2.09) paid by the Agent or such Lender,
as the case may be, on any and all payments made hereunder or on any instrument
delivered hereunder and any liability (including penalties, interest and
expenses, which result from the failure of the Borrower to perform its
obligations under the Loan Documents) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted;
provided, however, that the Agent or such Lender, as the case may be, will
timely notify the Borrower of the assertion of liabilities for any such Taxes
or Other Taxes and, provided that the Borrower is not in default hereunder,
shall, at the Borrower's request and expense, contest any such asserted
liability. This indemnification shall be made within thirty (30) days from the
date the Agent or the Lender, as the case may be, makes written demand therefor
with appropriate supporting documentation.

(d) Within thirty (30) days after the date of any payment by the
Borrower of Taxes, the Borrower will deliver to the Agent and each Lender, the
original or a certified copy of a receipt evidencing payment thereof. If no
Taxes are payable in respect of any payment, then, at the reasonable request of
the Agent, the Borrower will deliver to the Agent and each Lender a certificate
from each appropriate taxing authority or any political subdivision thereof, or
an opinion of counsel reasonably acceptable to the Agent and each Lender, in a
form reasonably acceptable to the Agent and each Lender to the effect that there
is a reasonable basis to conclude that such payment is exempt from or not
subject to Taxes; provided, however, that neither the Agent nor any other Lender
shall request, and the Borrower shall not be required to furnish, any such
opinions or certificates more frequently than annually.

(e) If the Borrower is required by law to make any deductions or
withholding from any payment made by it to the Agent or a Lender hereunder with
respect to Taxes and is further required by this Section 2.09 to pay and pays
such Taxes, or otherwise reimburses or indemnifies the Agent or a Lender
hereunder with respect to Taxes, and if such Lender or the Agent, as the case
may be, in good faith but in its sole reasonable opinion, determines that it has
received or been granted a credit against or relief or remission for, or
repayment of, any tax paid or payable by it in respect of or calculated with
reference to any Taxes paid, reimbursed or indemnified pursuant to this
Section 2.09, then such Lender or the Agent shall, to the extent that it can do
so without prejudice to the retention of the amount of such credit, relief,
remission or repayment, pay to the Borrower such amount as such Lender or the
Agent, as the case may be, shall, in good faith but in its sole opinion, have
determined to be attributable to such deduction or withholding, reimbursement
or indemnification. Any payment made by such Lender or the Agent under this
clause shall be conclusive evidence of the amount due to the Borrower hereunder
and shall be accepted by and binding upon the Borrower in full and final
settlement of its rights of reimbursement hereunder in respect of the relevant
deduction or withholding. Nothing herein contained shall interfere with the
right of any Lender or the Agent to arrange its tax affairs in whatever manner
it thinks fit and, in particular, none of the Agent nor any Lenders shall be
under any obligation to claim credit, relief, remission or repayment from or
against its corporate profits or similar tax liability in respect of the amount
of such deduction or withholding in priority to any other claims, reliefs,
credits or deductions available to it, nor shall the Agent or any Lender be
obliged to disclose any information relating to its tax affairs or any
computations in respect hereof.

(f) Each Lender which is organized under the laws of a jurisdiction
outside the United States agrees (i) to complete and deliver to the Borrower,
on or before the first Drawdown Date (or, in the case of an assignment pursuant
to Section 7.10 on or before the effective date of such assignment) and (so long
as it remains eligible to do so) from time to time thereafter two duly executed
copies of (A) Internal Revenue Service Form 1001 (certifying that it is entitled
to benefits under an income tax treaty to which the United States is a party)
or (B) Internal Revenue Service Form 4224 (certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States) or (C) Internal Revenue Service Form W-8
(certifying that it is a foreign person), together with a tax certificate,
substantially in the form of Attachment III to Exhibit C hereto, as appropriate,
and (ii) to complete and deliver to the Borrower from time to time, so long as
it is eligible to do so, any successor or additional forms required in order to
secure an exemption from, or reduction in the rate of, U.S. withholding tax.
Each Lender represents that each such form delivered on or before the date
hereof is, and covenants that each such form delivered after the date hereof
shall be, true, correct, and complete with respect to all amounts payable to
such Lender pursuant to this Agreement, and covenants that such form shall
remain true, correct, and complete with respect to all amounts payable to such
Lender pursuant to this Agreement unless and until such Lender notifies the
Borrower otherwise in writing.

(g) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
subsections (a) through (d) of this Section 2.09, and the agreements and
obligations of the Agent and the Lenders contained in subsections (e) and (f)
of this Section 2.09, shall survive the payment in full of the Obligations and
the expiry of the Loan Documents.

SECTION 2.10. Fees. (a) [Reserved.]

(b) On each Fee Payment Date, the Borrower shall pay the Agent,
solely for the account of each Lender, a non-refundable facility fee (as to each
Lender, its "Facility Fee"), of .06% per annum of each such Lender's respective
Commitment (such Commitment, irrespective whether drawn or undrawn, but subject
to reduction by a notice of termination of Commitments delivered by the Borrower
pursuant to Section 2.11 hereof, as to each Lender, the "Facility"), payable
from the Closing Date, in arrears, on the average amount of the Facility,
subject to adjustment as herein provided. The applicable percentage rate per
annum (the "Facility Rate") used to calculate the Facility Fee shall be adjusted
from time to time by the Agent as follows. Notice of the Facility Rate as
adjusted shall be delivered by the Agent to the Lenders and the Borrower not
later than the fifth Business Day of each calendar quarter. If the Agent
determines that on the last Business Day of a calendar quarter the Borrower had
Senior Debt rated

(i) A- or below by S & P or A3 or below by ▇▇▇▇▇'▇, the Facility Rate
for the succeeding quarter shall be .06%, and

(ii) at least A by S & P or A2 by ▇▇▇▇▇'▇, the Facility Rate for the
succeeding quarter shall be .055%.

In the event that S & P and ▇▇▇▇▇'▇ provide different ratings for such Senior
Debt, the Agent shall use the higher rating in determining the Facility Rate.
In the event the Borrower has no rated Senior Debt but the Borrower's
Subordinated Debt has been rated, for purposes of determining the Facility Rate,
the Agent shall assume a Senior Debt rating equivalent to one subgrade higher
than the actual Subordinated Debt rating given during such period. In the event
the Agent shall not have received ratings from the Borrower pursuant to Section
2.05(b)(ii)(B) or 5.01(c)(vi) or if no such ratings exist during any such
quarter, the Facility Rate for the succeeding quarter will be .375%.
Notwithstanding anything to the contrary contained in this Agreement or any
other agreement, each Lender's Facility Fee shall be solely for the account of
such Lender.

(c) The Borrower shall pay the Agent for its own account on the
earlier of the Closing Date or the Drawdown Date, and not later than the
anniversary of such date of each year thereafter so long as any Commitment or
amount payable by the Borrower hereunder remains outstanding, an annual
administration fee in an amount mutually agreed between them.

SECTION 2.11. Borrower's Termination of Commitments; Extension of
Termination Date. (a) So long as no Event of Default has occurred and is
continuing, the Borrower may by notice delivered to the Agent terminate the
Commitment of the Lenders, ratably, in any amount not less than Twenty Million
Dollars ($20,000,000) and integral multiples of One Million Dollars ($1,000,000)
if in excess thereof, provided that no such termination shall be effective until
four (4) Business Days following receipt by the Agent of such notice. Each
notice of termination given pursuant to this Section 2.11(a) shall be
irrevocable and binding when given and shall permanently reduce the Commitment
of each Lender ratably in accordance with its Percentage Interest. No amount
of the Commitment for which a notice of termination has been given by the
Borrower shall be available for borrowing under this Agreement. The Agent shall
give each Lender prompt notice of each notice of termination of Commitment
received from the Borrower.

(b) So long as no Default or Event of Default has occurred and is
continuing, and provided the Borrower has not exercised any of its rights under
Section 2.12 hereof or issued any Term Note, the Borrower may by notice
delivered to the Agent no fewer than forty-five (45), and no more than sixty
(60), days prior to the Termination Date then in effect, request that such
Termination Date be extended to a date falling three hundred sixty-four (364)
days after the Termination Date (the "Extended Termination Date") with respect
to all or a pro rata portion of the Commitments of all Lenders. The Agent shall
notify the Lenders of any such request promptly upon receipt from the Borrower.
Each Lender shall, no fewer than twenty-nine (29), and no more than forty-five
(45), days prior to the Termination Date then in effect, notify the Borrower and
the Agent in writing, of its election to approve or not approve the extension
requested in such extension request (the failure of any Lender to respond being
deemed a negative response). Notwithstanding any provision of this Agreement
to the contrary, any notice by any Lender of its approval to extend the
Termination Date shall be revocable by such Lender in its sole and absolute
discretion at any time on or prior to the date (the "Last Response Date") which
is twenty-nine (29) days prior to the Termination Date then in effect. If, by
the Last Response Date, Lenders constituting the Majority Lenders shall not have
irrevocably approved the extension of the Termination Date requested in such
extension request, the Termination Date shall not be extended pursuant to such
extension request. If, by the Last Response Date, Lenders (the "Consenting
Lenders") constituting the Majority Lenders shall have irrevocably approved the
extension of the Termination Date requested in the Borrower's extension request,
the Termination Date (with respect to the Consenting Lenders and with respect
to such percentage of their respective Commitments as to which the Borrower
requested an extension) shall automatically and without any further action by
any Person be extended (effective upon the Termination Date then in effect) for
the period specified in such extension request to the Extended Termination Date
and with respect to such percentage of the Commitments as to which the Borrower
requested an extension. The Commitment of any Lender which has not irrevocably
consented to such extension by the Last Response Date (an "Objecting Lender"),
and any percentage of the Commitments of Consenting Lenders as to which the
Borrower did not request an extension, shall expire on the Termination Date in
effect on the date of such extension request (such Termination Date, the
"Commitment Expiration Date"), and on the Commitment Expiration Date all
outstanding Advances of the Objecting Lenders, together with interest thereon
and, in the case of any Objecting Lender, any fees and other amounts accrued
hereunder for the account of such Objecting Lender, shall be paid in full by the
Borrower. Notwithstanding the extension of Commitments of the Consenting
Lenders to the Extended Termination Date, all outstanding Advances of such
Consenting Lenders made prior to the Commitment Expiration Date shall be paid
in full on such date together with interest thereon, by the Borrower for the
account of such Consenting Lenders. The Agent shall promptly notify (y) the
Lenders and the Borrower of any extension of the Termination Date pursuant to
this Section 2.11(b) and (z) the Borrowers and any other Lender of any Lender
which becomes an Objecting Lender. In the event that by the Last Response Date
the Agent receives from Consenting Lenders constituting the Majority Lenders
approval of the extension request but in an amount less than the amount
requested by the Borrower, the Borrower shall have the opportunity to designate
to the Agent one or more financial institutions willing to become a party to
this Agreement as a consenting lender as herein provided on the Termination Date
in a principal amount up to any such deficit, provided however that each such
financial institution must be acceptable to the Agent in its sole discretion,
such acceptance not to be unreasonably denied or withheld. Each Objecting
Lender shall cooperate with the Agent in assigning all of its rights and
obligations hereunder to a Consenting Lender or such other financial institution
willing to become a Consenting Lender as provided herein in Sections 2.11(b) and
7.10. The decision of Agent as to the apportionment of Commitments among
Consenting Lenders on the Termination Date shall be final, provided that any
assignment of the Objecting Lenders' rights and obligations hereunder pursuant
to this Section 2.11(b) shall be apportioned by the Agent, first, pro rata among
willing Consenting Lenders, if any, and thereafter to such other financial
institution designated by the Borrower and acceptable to the Agent.

SECTION 2.12. Conversion to Term Loan. So long as the Borrower
shall have fulfilled all the conditions set forth in this Section 2.12, and so
long as no Default or Event of Default has occurred and is continuing, on the
Termination Date the Borrower shall have the option, exercisable upon delivery
to the Agent, on or before three (3) Business Days prior to the Termination
Date, of a notice (a "Notice of Term Loan Conversion") in the form of Exhibit
F, to convert the outstanding principal balance of each Note due on the
Termination Date to a Term Loan on the terms and conditions set forth below:

(i) Term Notes. The Term Loan of each Lender to the Borrower shall
be evidenced by a Term Note executed by the Borrower which shall (A) be
dated as of the Termination Date, (B) be in an amount equal to the unpaid
principal balance of the Loan of such Lender as of such date, (C) bear
interest at a rate selected in accordance with this Section 2.12, (D) be
payable to such Lender, at the Lending Office of the Agent, (E) be in
renewal and extension of such Lender's Series A and/or Series B Note and
(F) be in the form of Exhibit A-3 attached hereto with blanks approximately
completed in conformity herewith. The Borrower shall specify in its Notice
of Term Loan Conversion the Term Loan Maturity Date of the Term Loans,
which shall be a day falling no later than the anniversary of the
Termination Date. The Borrower electing to convert one or more Advances
to Term Loans shall deliver to the Agent a Term Note for each such Term
Loan contemporaneously with the delivery of the Notice of Term Loan
Conversion provided for in this Section 2.12, which Term Note shall be
delivered by the Agent to the relevant Lender in exchange for the related
Series A and/or Series B Note, which shall be delivered to the Agent and
forwarded to the Borrower.

(ii) Principal and Interest Payments on Term Notes. Interest on the
Term Notes shall be payable in accordance with Section 2.05. The unpaid
principal amount of the Term Notes and all accrued but unpaid interest
thereon, shall be payable on the Term Loan Maturity Date.

(iii) Interest Options. The Borrower shall have the option of
having all or any portion of the Term Loans bear interest at the Base Rate
or the LIBOR Rate (each, an "Interest Option").

(A) At Time of Borrowing. The Borrower shall, in its Notice of
Term Loan Conversion, give the Agent notice of the initial Interest
Option and Interest Period (subject to the provisions of the
definition of such term) selected with respect to each Advance of the
Borrower to be converted into a Term Loan on the Termination Date.

(B) At Expiration of Interest Periods. Prior to the end of each
Interest Period the Borrower in respect of a Term Loan shall give
written notice (a "Notice of Term Loan Rollover") to the Agent of the
Interest Option which shall be applicable to such Term Loan upon the
expiration of such Interest Period. Such Notice of Term Loan Rollover
shall be given to the Agent (y) in the case of a LIBOR Rate selection,
as provided in Section 2.05(b)(ii)(A), and (z) in the case of a Base
Rate selection, by telex notice to be received by the Agent not later
than 11:00 A.M. New York time on a Business Day that is at least two
(2) Business Days prior to the termination of such Interest Period.
Such Term Loan Rollover Notice shall also specify the length of the
succeeding Interest Period (subject to the provisions of the
definition of such term), selected by the Borrower with respect to
each Term Loan. Each Notice of Term Loan Rollover shall be
irrevocable and effective upon notification thereof to the Agent. If
the required Notice of Term Loan Rollover shall not have been timely
received by the Agent in accordance with this paragraph, the Borrower
shall be deemed to have converted such Loan into a Base Rate Advance
on the last day of the applicable Interest Period and the Agent shall
promptly notify the Borrower of such conversion.

ARTICLE III

CONDITIONS OF LENDING

SECTION 3.01. Conditions Precedent to Initial Advances. The
obligation of each Lender (other than the Designated Bidders) to make its
initial Advance is subject to the condition precedent that the Agent shall have
received on or before the Drawdown Date of the initial Borrowing the following,
each dated such day, in form and substance satisfactory to the Agent and (except
for the Notes) in sufficient copies for each Lender:

(a) The Series A Notes and the Series B Notes payable to the Lenders,
respectively.

(b) Certified copies of the resolutions of the Board of Directors of
the Borrower approving this Agreement and the Notes, and of all documents
evidencing other necessary corporate action and governmental approvals, if
any, with respect to this Agreement and the Notes, and evidence, dated as
of a recent date, of the good standing of the Borrower in Panama.

(c) A certificate of the Secretary or an Assistant Secretary of the
Borrower certifying the names and true signatures of the officers of the
Borrower authorized to sign this Agreement and the Notes and the other
documents to be delivered hereunder.

(d) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting general counsel of
the Borrower, and of Messrs. ▇▇▇▇▇, ▇▇▇▇▇▇▇ y ▇▇▇▇▇▇, special Panamanian
counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2,
respectively, hereto and as to such other matters as any Lender through the
Agent may reasonably request. The Borrower hereby instructs each such
counsel to deliver its opinion to the Agent and the Lenders.

(e) A favorable opinion of Messrs. Haight, Gardner, Poor & ▇▇▇▇▇▇,
special New York counsel to the Agent and the Lenders, as to such matters
as any Lender through the Agent may reasonably request.

(f) A letter from the Process Agent, referred to and defined in
Section 8.07 of this Agreement, in which it agrees to act as Process Agent
for the Borrower and to deliver forthwith to the Borrower all process
received by it as such Process Agent.

(g) Evidence of payment by the Borrower of all applicable documentary
stamp taxes (if any) payable in connection with the authorization,
execution and delivery of each of the Loan Documents, and the performance
of the transactions hereby or thereby contemplated, or an opinion of
counsel that no such taxes are payable.

SECTION 3.02. Conditions Precedent to Each A Borrowing. The
obligation of each Lender to make an A Advance on the occasion of each A
Borrowing (including the initial A Borrowing) shall be subject to the further
conditions precedent that on the Drawdown Date of such A Borrowing (a) the
following statements shall be true, and the Agent shall have received for the
account of such Lender a certificate signed by a duly authorized officer of the
Borrower, dated the date of such A Borrowing, stating that (and each of the
giving of the applicable Notice of A Borrowing and the acceptance by the
Borrower of the proceeds of such A Borrowing shall constitute a representation
and warranty by the Borrower that on the date of such A Borrowing such
statements are true):

(i) The representations and warranties contained in Section 4.01 are
correct on and as of the date of such A Borrowing, before and after giving
effect to such A Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date, and

(ii) No Default or Event of Default has occurred and is continuing,
or would result from such A Borrowing or from the application of the
proceeds therefrom;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender (other than the Designated Bidders) through the Agent
may reasonably request.

SECTION 3.03. Conditions Precedent to Each B Borrowing. The
obligation of each Lender which is to make a B Advance on the occasion of a B
Borrowing (including the initial B Borrowing) to make such B Advance as part of
such B Borrowing is subject to the conditions precedent that (i) the Agent shall
have received the written confirmatory Notice of B Borrowing with respect
thereto and (ii) on the Drawdown Date of such B Borrowing the following
statements shall be true (and each of the giving of the applicable Notice of B
Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing
shall constitute representation and warranty by the Borrower that on the date
of such B Borrowing such statements are true):

(a) The representations and warranties contained in Section 4.01 are
correct on and as of the date of such B Borrowing, before and after giving
effect to such B Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date,

(b) No Default or Event of Default has occurred and is continuing,
or would result from such B Borrowing or from the application of the
proceeds therefrom, and

(c) No event has occurred and no circumstance exists as a result of
which the information concerning the Borrower that has been provided to the
Agent and each Lender by the Borrower in connection herewith would include
an untrue statement of a material fact or omit to state any material fact
or any fact necessary to make the statements contained therein, in the
light of the circumstances under which they were made, not misleading.

SECTION 3.04. Additional Conditions to Each Borrowing. The
obligation of the Lenders to make each Advance shall be subject to the further
conditions precedent that on the Drawdown Date of such Advance:

(a) the Borrower shall have paid or caused to be paid when due (i) to
the Agent, and the Agent shall have received, the Facility Fee payable to
each Lender, and (ii) to the Agent its annual administration fee;

(b) no material adverse change shall have occurred since November 30,
1994, in the business, operations, properties, prospects or condition
(financial or otherwise) of the Borrower or its Subsidiaries excluding
Specified Subsidiaries;

(c) all corporate or other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by the Loan Documents and the Transaction shall be
satisfactory in form and substance to each of the Lenders (other than the
Designated Bidders) and the Agent and their counsel; and

(d) the Agent and each Lender (other than the Designated Bidders)
shall have received such other approvals, opinions, or documents as they
may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

(a) Due Existence; Compliance. The Borrower is a corporation duly
incorporated, validly existing and in good standing under the laws of
Panama and has all requisite corporate power and authority under such laws
to own or lease and operate its properties and to carry on its business as
now conducted and as proposed to be conducted, and to execute, deliver and
perform its obligations under the Loan Documents, to which it is, or will
be, a party. Each of the Borrower and its Subsidiaries excluding Specified
Subsidiaries is duly qualified or licensed to do business as a foreign
corporation and is in good standing, where applicable, in all jurisdictions
in which it owns or leases property (including vessels), or proposes to own
or lease property (including vessels), or in which the conduct of its
business, and the conduct of its business upon consummation of the
Transaction, requires it to so qualify or be licensed, except to the extent
that the failure to so qualify or be in good standing would have no
material adverse effect on the business, operations, properties, prospects
or condition (financial or otherwise) of the Borrower and its Subsidiaries
excluding Specified Subsidiaries or the ability of any such Person to
perform its obligations under any of the Loan Documents to which it is or
may be a party. Each of the Borrower and its Subsidiaries excluding
Specified Subsidiaries is in compliance in all material respects with all
applicable laws, rules, regulations and orders.

(b) Corporate Authorities; No Conflicts. The execution, delivery and
performance by the Borrower of this Agreement and the other Loan Documents
to which it is or will be, a party are within its corporate powers and have
been duly authorized by all necessary corporate and stockholder approvals
and (i) do not contravene its charter or by-laws or any law, rule,
regulation, judgment, order or decree applicable to or binding on the
Borrower or its Subsidiaries excluding Specified Subsidiaries and (ii) do
not contravene, and will not result in the creation of any Lien under, any
provision of any contract, indenture, mortgage or agreement to which any
of the Borrower or its Subsidiaries excluding Specified Subsidiaries is a
party, or by which it or any of its properties are bound.

(c) Government Approvals and Authorizations. No authorization or
approval (including exchange control approval) or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by or enforcement
against the Borrower of the Loan Documents (except such as have been duly
obtained or made and remain in full force and effect).

(d) Legal, Valid and Binding. Each of the Loan Documents is, or upon
delivery will be, the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms (except as
enforcement may be limited by bankruptcy, moratorium, insolvency,
reorganization or similar laws generally affecting creditors' rights as
well as the award by courts of relief in lieu of specific performance of
contractual provisions).

(e) Financial Information. Each of the consolidated annual audited
balance sheet of the Borrower as at November 30, 1994, and the consolidated
quarterly unaudited balance sheet of the Borrower as at August 31, 1995,
and the related statements of operations and statements of cash flows of
the Borrower and its Subsidiaries for the fiscal year or fiscal quarter
then ended, as the case may be, copies of which have been furnished
heretofore by the Borrower to the Agent, fairly present the consolidated
financial condition of the Borrower and its Subsidiaries as at such date
and the results of the operations of the Borrower and its Subsidiaries for
the period ended on such date, all in accordance with GAAP consistently
applied (subject, in the case of the August 31, 1995 statements to normal
year-end audit adjustments). Since November 30, 1994, there has been no
material adverse change in the business, operations, properties or
condition (financial or otherwise) of the Borrower or any of its
Subsidiaries excluding Specified Subsidiaries.

(f) Litigation. There is not pending nor, to the knowledge of the
Borrower upon due inquiry and investigation, threatened any action or
proceeding affecting any of the Borrower or its Subsidiaries, by or before
any court, governmental agency or arbitrator, which reasonably could be
expected (i) to materially adversely affect the assets, business,
properties, prospects, operations or condition (financial or otherwise) of
the Borrower and its Subsidiaries taken as a whole, or (ii) to prohibit,
limit in any way or materially adversely affect the consummation of the
Transaction contemplated by the Loan Documents, including, without
limitation, the ability of the Borrower or its Subsidiaries to perform its
obligations under this Agreement or any Note.

(g) Immunities. Neither the Borrower nor any of its Subsidiaries,
nor the property of any of them, has any immunity from jurisdiction of any
court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) under the laws of the jurisdiction of its organization.

(h) No Taxes. There is no tax, levy, impost, deduction, charge or
withholding or similar item imposed (i) by Panama or the States of Florida
or New York, or by any political subdivision of any of the foregoing, on
or by virtue of the execution and delivery of these representations and
warranties, the execution or delivery or enforcement of this Agreement or
any Note or any other document to be furnished hereunder or thereunder,
provided with respect to Florida that each Note is executed outside Florida
and, subsequent to its execution outside Florida, that it is not brought
into Florida at any time, or (ii) by Panama or the States of Florida or New
York, or by any political subdivision of any of the foregoing, on any
payment to be made by the Borrower pursuant to this Agreement or any Note,
other than taxes on or measured by net income imposed by any such
jurisdiction in which the Lender has its situs of organization or a fixed
place of business.

(i) No Filing. To ensure the legality, validity, enforceability or
admissibility in evidence of this Agreement or any Note in each of Panama
and the States of Florida and New York, it is not necessary that this
Agreement or any Note, or any other document related to any thereof, be
filed or recorded with any court or other authority in such jurisdiction,
or that any stamp or similar tax be paid on or with respect to this
Agreement or any Note except to the extent provided in (h) above.

(j) No Defaults. There does not exist (i) any event of default, or
any event that with notice or lapse of time or both would constitute an
event of default, under any agreement to which any of the Borrower or any
of its Subsidiaries is a party or by which any of them may be bound, or to
which any of their properties or assets may be subject, which default would
have a material adverse effect on the Borrower and its Subsidiaries taken
as a whole, or would materially adversely affect their ability to perform
their respective obligations under this Agreement or any Note, or (ii) any
event which is or would result in a Default or Event of Default.

(k) Margin Regulations. No part of the proceeds of the Loan will be
used for any purpose that violates the provisions of any of Regulations G,
T, U or X of the Board of Governors of the Federal Reserve System or any
other regulation of such Board of Governors. None of the Borrower nor any
of its Subsidiaries is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock, within the meaning of
Regulations G, T, U and X issued by the Board of Governors of the Federal
Reserve System.

(l) Investment Company Act. The Borrower is not an "investment
company" or a company "controlled" by an "investment company" (as each of
such terms is defined or used in the Investment Company Act of 1940, as
amended).

(m) Taxes Paid. (i) Each of the Borrower and its Subsidiaries
excluding Specified Subsidiaries (A) has filed or caused to be filed, or
has timely requested an extension to file or has received from the relevant
governmental authorities an extension to file, all material tax returns
which are required to have been filed, and (B) has paid all taxes shown to
be due and payable on said returns or extension requests or on any material
assessments made against it or any of its properties, and all other
material taxes, fees or other charges imposed on it or any of its
properties by any governmental authority (other than those the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which appropriate reserves in conformity
with GAAP have been provided on its books); and (ii) no material tax liens
have been filed and no material claims are being asserted with respect to
any such taxes, fees or other charges other than those the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which appropriate reserves in accordance
with GAAP have been provided on its books; provided, however, that the
representations and warranties made in subdivisions (i)(A) and (i)(B) of
this paragraph (m) with respect to HAL and the HAL Subsidiaries acquired
on or about January 17, 1989 are limited to tax returns required to be
filed with respect to the period from January 1, 1989 through the date
hereof.

(n) Disclosure. No representation, warranty or statement made or
document or financial statement provided by the Borrower or any Affiliate
or Subsidiary thereof, in or pursuant to this Agreement or any Note, or in
any other document furnished in connection therewith, is untrue or
incomplete in any material respect or contains any misrepresentation of a
material fact or omits to state any material fact necessary to make any
such statement herein or therein not misleading.

(o) Good Title. The Borrower has good title to its properties and
assets, except for (i) as permitted under this Agreement, existing or
future Liens, security interests, mortgages, conditional sales arrangements
and other encumbrances either securing Indebtedness or other liabilities
of the Borrower or any of its Subsidiaries, or which the Borrower in its
reasonable business judgment has determined would not be reasonably
expected to materially interfere with the business or operations of the
Borrower and its Subsidiaries as conducted from time to time, and
(ii) minor irregularities therein which do not materially adversely affect
their value or utility.

(p) ERISA. (i) No Insufficiency or Termination Event has occurred
or is reasonably expected to occur, and no "accumulated funding deficiency"
exists and no "variance" from the "minimum funding standard" has been
granted (each such term as defined in Part III, Subtitle B, of Title I of
ERISA) with respect to any Plan (other than any Multiemployer Plan or Plan
that has been terminated and all the liabilities of which have been
satisfied in full prior to March 30, 1990) in which the Borrower or any of
its Subsidiaries excluding Specified Subsidiaries is a participant.

(ii) None of the Borrower nor any ERISA Affiliate excluding Specified
Subsidiaries has incurred, or is reasonably expected to incur, any
Withdrawal Liability to any Multiemployer Plan.

(iii) None of the Borrower nor any ERISA Affiliate excluding Specified
Subsidiaries has received any notification that any Multiemployer Plan in
which it is a participant is in reorganization or has been terminated,
within the meaning of Title IV of ERISA, and no such Multiemployer Plan is
reasonably expected to be in reorganization or to be terminated within the
meaning of Title IV of ERISA.

(q) Tangible Net Worth. As of August 31, 1995 (subject to normal
year-end audit adjustments with respect to the consolidated quarterly
unaudited balance sheet of the Borrower as of such date) the Tangible Net
Worth of the Borrower was not less than Two Billion Dollars
($2,000,000,000).

(r) Solvency. The Borrower is, and on each date a Lender advances
funds to it in respect of the Loan will be, Solvent.

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants. So long as an Advance or any
other Obligation shall remain unpaid or any Lender shall have any Commitment
under this Agreement, the Borrower shall, unless the Agent on behalf of the
Lenders shall otherwise consent in writing in accordance with Section 7.04,
comply with each of the following affirmative covenants:

(a) Compliance with Laws. The Borrower shall comply, and cause each
of its Subsidiaries to comply, in all material respects with all applicable
laws, rules, regulations and orders, and to pay when due all taxes,
assessments and governmental charges imposed upon it or upon its property,
except to the extent contested in good faith by appropriate proceedings and
for which adequate reserves in conformity with GAAP have been provided.

(b) Use of Proceeds. The Borrower shall use all proceeds of the
Notes for such general corporate purposes as may be permitted under
applicable law, including support for its commercial paper programs, if
any, except that subject to receipt by the Agent from the Borrower of
written notice, the Borrower may use proceeds of the Notes up to the Dollar
amount specified in the Borrower's said notice to the Agent solely to
satisfy the Borrower's payment obligations as described in such notice,
provided that neither the Agent nor any Bank shall have any responsibility
as to the use of such proceeds.

(i) The Borrower shall promptly inform the Agent of any event which
is or may become a default or breach of the Borrower's
obligations under the Loan Documents or result in a Default or
Event of Default, or any event which materially adversely
affects its ability fully to perform any of its obligations
under any Loan Document, or any event of default which has
occurred and is continuing under any material agreement to which
the Borrower or any of its Subsidiaries is a party;

(ii) As soon as the same become available, but in any event within
120 days after the end of each of its fiscal years, the Borrower
shall deliver to the Agent on behalf of the Lenders (A) audited
consolidated financial statements of (1) the Borrower and (2)
▇▇▇▇▇▇▇, if required other than by the Agent or the Lenders and
(B) unaudited consolidated financial statements of ▇▇▇▇▇▇▇ if
audited financial statements are not so required. All such
audited consolidated financial statements of the Borrower shall
set forth, in comparative form the corresponding figures for the
preceding fiscal year (excluding, as to any Subsidiary acquired
after the Closing Date, corresponding information for the period
preceding its acquisition); all such audited consolidated
financial statements shall be accompanied by an opinion thereon
of independent certified public accountants of recognized
national standing acceptable to the Agent, which opinion shall
state that said financial statements fairly present the
consolidated financial condition and results of operations of
each of (1) the Borrower and (2) ▇▇▇▇▇▇▇, if required other than
by the Agent or the Lenders, as at the end of, and for, such
fiscal year;

(iii) As soon as the same become available and in any event
within 75 days after the end of each fiscal quarter of each
of its fiscal years, the Borrower shall deliver to the
Agent on behalf of the Lenders (A) unaudited consolidated
statements of income, retained earnings and cash flow of
(1) the Borrower and (2) ▇▇▇▇▇▇▇, in each case for each
such quarterly period and for the period from the beginning
of its then current fiscal year to the end of such period,
and (B) related unaudited consolidated balance sheets of
(1) the Borrower and (2) ▇▇▇▇▇▇▇, in each case as at the
end of each such quarterly period. Delivery of the
Borrower's quarterly financial statements containing
information required to be filed with the Securities and
Exchange Commission on Form 10-Q (as in effect on the
Closing Date) shall satisfy the requirements of the first
sentence of this Section 5.01(c)(iii) insofar as they
relate to the Borrower on a consolidated basis, provided
however that such requirements shall not be satisfied if
the Borrower makes no such filings or if there is a
material change after the Closing Date in the form or
substance of financial disclosures and financial
information required to be set forth in Form 10-Q. All
such unaudited consolidated financial statements shall be
accompanied by a certificate of a senior financial officer
of the Borrower, which certificate shall state that such
financial statements fairly present the consolidated
financial condition and results of the operations of each
of (1) the Borrower and (2) ▇▇▇▇▇▇▇, as at the end of, and
for, such period (subject to normal year end audit
adjustments) in accordance with GAAP, consistently applied;

(iv) Together with the financial statements to be delivered to the
Agent on behalf of the Lenders from time to time pursuant to
clauses (ii) and (iii) of this Section 5.01(c), the Borrower
shall deliver to the Agent a certificate of a senior financial
officer of the Borrower, which certificate shall (A) state that
the consolidated financial condition and operations of the
Borrower and its Subsidiaries are such as to be in compliance
with all of the provisions of Sections 5.01(d) and (k) and
5.02(a) and (j) of this Agreement, (B) set forth in reasonable
detail the computations necessary to determine whether the
provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) have
been complied with, and (C) state that no Default or Event of
Default has occurred and is continuing;

(v) As soon as the same become available, but in any event not later
than January 15th of each calendar year beginning January 1994,
the Borrower shall deliver to the Agent a five (5) year cash
flow projection and the related income statement and a balance
sheet for the Borrower;

(vi) Promptly upon their becoming available, the Borrower shall
deliver to the Agent copies of all registration statements and
periodic reports which each of the Borrower and ▇▇▇▇▇▇▇ shall
have filed with the Securities and Exchange Commission or any
national securities exchange or market and any ratings (and
changes thereto) of its debt by Standard & Poor's Corporation
and ▇▇▇▇▇'▇ Investors Service;

(vii) Promptly upon the mailing thereof to its shareholders, the
Borrower shall deliver to the Agent copies of all financial
statements and reports so mailed;

(viii) As soon as reasonably possible, the Borrower shall deliver
to the Agent copies of all reports and notices which it or
any of its Subsidiaries files under ERISA with the Internal
Revenue Service, the PBGC, the U.S. Department of Labor or
the sponsor of a Multiemployer Plan, or which it or any of
its Subsidiaries receives from the PBGC or the sponsor of
a Multiemployer Plan related to (a) any Termination Event
and (b) with respect to a Multiemployer Plan, (x) any
Withdrawal Liability, (y) any actual or expected
reorganization (within the meaning of Title IV of ERISA),
or (z) any termination of a Multiemployer Plan (within the
meaning of Title IV of ERISA);

(ix) From time to time on request, the Borrower shall furnish
the Agent and any of the Lenders with such information and
documents, and provide access to the books, records and
agreements of the Borrower, or any Subsidiary or Affiliate
of the Borrower, as the Agent or any of the Lenders may
reasonably require. All certificates, materials and
documents to be furnished by the Borrower under this
Section 5.01(c) shall be provided to the Agent in such
number of copies as the Agent may reasonably request and
shall be furnished promptly by the Agent to the Lenders;
and

(x) Notwithstanding the other terms of this Section 5.01(c),
the Borrower shall have no obligation to provide the
materials and information required by this Section 5.01(c)
respecting ▇▇▇▇▇▇▇ or any other Specified Subsidiary in the
event such Person is not a Subsidiary of the Borrower.

(d) Financial Covenants. The Borrower shall ensure that:

(i) the ratio of its Total Debt to Total Capital, tested quarterly,
shall be at all times less than fifty percent (50%);

(ii) at the end of each fiscal quarter, the amount of its
Consolidated Cash Flow shall be, as at the end of each of the
four fiscal quarters immediately preceding covenant testing, at
least 125% of the sum of (i) the aggregate amount of (x)
dividend payments, (y) scheduled principal loan repayments and
(z) scheduled Capital Lease payments made, in respect of the
Borrower, on a consolidated basis excluding the Specified
Subsidiaries, in the four fiscal quarters immediately preceding
covenant testing;

(iii) at the end of each month, the sum of the unencumbered cash
plus the current value of short term investments (in
conformity with GAAP) of the Borrower and its Subsidiaries
excluding Specified Subsidiaries shall equal at least Fifty
Million Dollars ($50,000,000);

(iv) the Tangible Net Worth of the Borrower and its Subsidiaries
excluding Specified Subsidiaries shall exceed, on a fiscal
quarterly basis, the sum of (A) Eight Hundred Thirty-Five
Million Dollars ($835,000,000) and (B) fifty percent (50%) of
cumulative consolidated net income (excluding any losses) of the
Borrower and its Subsidiaries excluding Specified Subsidiaries
beginning December 1, 1992.

(e) Corporate Existence, Mergers. The Borrower shall preserve and
maintain in full force and effect its corporate existence and rights and
those of its Subsidiaries, and not merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets
(whether now owned or hereafter acquired) to, or acquire all or
substantially all of the assets of, any Person or permit any of its
Subsidiaries to do so, except that (v) any Subsidiary of the Borrower other
than a Specified Subsidiary may merge or consolidate with or into the
Borrower if the surviving entity is the Borrower, or transfer assets to,
or acquire assets of the Borrower so long as such assets do not constitute
all or substantially all of the assets of the Borrower, (w) any Subsidiary
of the Borrower other than a Specified Subsidiary may merge or consolidate
with or into, or transfer assets to, or acquire assets of, any other
Subsidiary of the Borrower other than a Specified Subsidiary, (x) the
Borrower and its Subsidiaries may acquire all or substantially all of the
assets of any Person if the surviving entity is the Borrower or such
Subsidiary, as the case may be, (y) any Specified Subsidiary may merge or
consolidate with or into, or transfer assets to, the Borrower or any of its
Subsidiaries, provided that the Borrower or such Subsidiary other than a
Specified Subsidiary is the surviving entity and (z) the Borrower may cause
the change of its jurisdiction by way of merger or otherwise, upon consent
of the Majority Lenders, which consent shall not unreasonably be denied;
provided, further, SCC Swedish Cruiseship Consortium K.B. may be dissolved
by appropriate proceedings. Notwithstanding the foregoing, neither
Windstar Sail Cruises Ltd., Carnival's Crystal Palace Hotel Corporation
Limited nor any of their respective Subsidiaries shall (y) acquire any of
the assets of the Borrower or any of its other Subsidiaries or (z) merge
or consolidate with or into the Borrower or any of its other Subsidiaries
unless the resulting entity is the Borrower or one of the Borrower's
Subsidiaries other than Windstar Sail Cruises Ltd. or any of its
Subsidiaries or Carnival's Crystal Palace Hotel Corporation Limited or any
of its Subsidiaries.

(f) Insurance. The Borrower shall, and shall cause each of its
Subsidiaries to, insure and keep insured, with financially sound and
reputable insurers, so much of its properties, in such amounts and against
such risks, as to all the foregoing, in each case, reasonably satisfactory
to the Lenders and as are usually and customarily insured by companies
engaged in a similar business with respect to properties of a similar
character.

(g) [Reserved.]

(h) [Reserved.]

(i) The Borrower's Stock. The Borrower shall ensure that at all
times the number of the issued and outstanding shares of its capital stock
at least sufficient to elect a majority of the Borrower's board of
directors shall be beneficially owned, directly or indirectly, by Mr. ▇▇▇
▇▇▇▇▇▇ or the members of his immediate family, free and clear of Liens in
favor of any other Person.

(j) [Reserved.]

(k) Solvency. The Borrower shall procure that it is and shall be at
all times Solvent.

(l) [Reserved.]

(m) Further Assurances. The Borrower shall, from time to time upon
the request of any Lender, accept for cancellation any Note or Notes held
by and payable to such Lender, and thereupon the Borrower shall execute and
deliver to such Lender, payable to it and its registered assigns, a
substitute Note or Notes in like form and total aggregate amount as the
canceled Note or Notes, but in any denomination not smaller than Ten
Million Dollars ($10,000,000) or such lesser amount as such Lender may
request (but not less than Five Million Dollars ($5,000,000)) as shall
constitute the outstanding principal of all outstanding Notes held by such
Lender. The Borrower shall do all things necessary to maintain each of the
Loan Documents as legal, valid and binding obligations, enforceable in
accordance with their respective terms by the Agent and the Lenders. The
Borrower shall take such other actions and deliver such instruments as may
be necessary or advisable, in the opinion of the Agent on behalf of the
Lenders to protect the rights and remedies of the Agent and the Lenders
under the Loan Documents.

SECTION 5.02. Negative Covenants. So long as any Advance or any
other Obligation shall remain unpaid or any Lender shall have any Commitment,
the Borrower shall not, unless the Agent on behalf of the Lenders shall
otherwise consent in writing in accordance with Section 7.04:

(a) Sale of Assets. Unless permitted by Section 5.01(e), during any
fiscal year, sell or otherwise dispose of, or permit any of its
Subsidiaries to sell or dispose of, in one or more transactions, assets
with a book value in excess of Two Hundred Fifty Million Dollars
($250,000,000) (but excluding any sale or disposition of any or all of the
assets or capital stock of ▇▇▇▇▇▇▇, Windstar Sail Cruises Ltd. or
Carnival's Crystal Palace Hotel Corporation Limited or any of their
respective Subsidiaries).

(b) [Reserved.]

(d) [Reserved.]

(e) Limitation on Payment Restrictions Affecting Subsidiaries.
Create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction (other than those contained in or
permitted by or through any other provision of this Agreement or the other
Loan Documents, including those contained in documents existing on the
Closing Date evidencing Indebtedness permitted by any of the foregoing) on
the ability of any Subsidiary to (i) pay dividends or make any other
distributions on such Subsidiary's capital stock or pay any Indebtedness
owed to the Borrower or any of its Subsidiaries, (ii) make loans or
advances to the Borrower or any of its Subsidiaries, or (iii) transfer any
of its property or assets to the Borrower or any of its Subsidiaries.

(f) Transactions with Officers, Directors and Shareholders. Enter
or permit any of its Subsidiaries to enter into any transaction or
agreement, including but not limited to any lease, Capital Lease, purchase
or sale of real property, purchase of goods or services, with any
Subsidiary, Affiliate or any officer, or director of the Borrower or of any
such Subsidiary or Affiliate, or any record or known beneficial owner of
equity securities of any such Subsidiary, any known record or beneficial
owner of equity securities of any such Affiliate or the Borrower, or any
record or beneficial owner of at least five percent (5%) of the equity
securities of the Borrower, except on terms that are no less favorable to
the Borrower or the relevant Subsidiary than those that could have been
obtained in a comparable transaction by the Borrower or such Subsidiary
with an unrelated Person and except between Subsidiaries which are
consolidated for financial reporting purposes with the Borrower.

(g) Compliance with ERISA. Become party to any prohibited
transaction, reportable event, accumulated funding deficiency or plan
termination, all within the meaning of ERISA and the Code with respect to
any Plan as to which there is an Insufficiency, nor permit any Subsidiary
to do so (except with respect to a Multiemployer Plan if the foregoing
shall result from the act or omission of a Person party to such
Multiemployer Plan other than the Borrower or its Subsidiary).

(h) Investment Company. Be or become an investment company subject
to the registration requirements of the Investment Company Act of 1940, as
amended, or permit any Subsidiary to do so.

(i) [Reserved.]

(j) Liens. Create or incur, or suffer to be created or incurred or
come to exist, any Lien in respect of Indebtedness on any vessel or other
of its properties or assets of any kind, real or personal, tangible or
intangible, included in the Borrower's consolidated balance sheet excluding
Specified Subsidiaries in accordance with GAAP, nor shall the Borrower
permit any of its Subsidiaries excluding Specified Subsidiaries to do any
of the foregoing. Solely for purposes of the preceding sentence the term
"Lien" shall not include (i) Liens with respect to Indebtedness under the
Swaps Documents and (ii) other Liens in respect of Indebtedness up to an
amount not greater than

40% (during its fiscal year 1994) and
35% (after its fiscal year 1994)

of the amount of total assets of the Borrower as shown on its consolidated
balance sheet excluding Specified Subsidiaries (but excluding the value of any
intangible assets) for the relevant period.

(k) [Reserved.]

(l) Organizational Documents. Amend its articles of incorporation
(or similar charter documents) or by-laws (except for such amendments as
shall not adversely affect the rights and remedies of the Agent or any
Lender).

ARTICLE VI

DEFAULT

SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

(a) The Borrower shall fail to pay any Facility Fee, or any
installment of principal of a Note, when due, or shall fail to pay any
interest on any such Note or fee within two (2) days after such interest
shall become due; or

(b) Any representation or warranty made by or on behalf of the
Borrower under or in connection with this Agreement or any of the other
Loan Documents shall prove to have been incorrect in any material respect
when made; or

(c) The Borrower shall fail to perform or observe any other term,
covenant or agreement contained in this Agreement or any of the other Loan
Documents on its part to be performed or observed and, in each case, any
such failure shall remain unremedied for ten (10) days after written notice
thereof shall have been given to the Borrower by the Agent or any Lender;
or

(d) The Borrower or any of its Subsidiaries excluding Specified
Subsidiaries shall fail to pay any amount or amounts due in respect of
Indebtedness in the aggregate amount in excess of Twenty Million Dollars
($20,000,000) (but excluding Indebtedness resulting from the Notes) of the
Borrower or such Subsidiary when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure
shall continue after the applicable grace period, if any, specified in the
agreement or instrument relating to such Indebtedness; or any other default
under one or more agreements or instruments relating to Indebtedness in the
aggregate amount in excess of Twenty Million Dollars ($20,000,000) (but
excluding Indebtedness resulting from the Notes) of the Borrower or such
Subsidiary, or any other event, shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument,
if the effect of such default or event is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness; or any such
Indebtedness shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment), prior
to the stated maturity thereof; or

(e)(1) The Borrower or any of its Subsidiaries excluding Specified
Subsidiaries shall (A) generally not pay its debts as such debts become
due, (B) threaten to stop making payments generally, (C) admit in writing
its inability to pay its debts generally, (D) make a general assignment for
the benefit of creditors, (E) not be Solvent or (F) be unable to pay its
debts;

(2) Any proceeding shall be instituted in any jurisdiction by or
against the Borrower or any of its Subsidiaries excluding Specified
Subsidiaries (A) seeking to adjudicate it a bankrupt or insolvent, (B)
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or (C)
seeking the entry of an administration order, an order for relief, or the
appointment of a receiver, trustee, or other similar official, for it or
for any substantial part of its property, provided, that, in the case of
any such proceeding instituted against but not by the Borrower or any of
its Subsidiaries excluding Specified Subsidiaries, such proceeding shall
remain undismissed or unstayed for a period of forty-five (45) days or any
of the relief sought in such proceeding (including, without limitation, the
entry of an order for relief against it or the appointment of a receiver,
trustee, custodian or other similar official for it or any substantial part
of its property) shall be granted; or

(3) (A) The Borrower or any of its Subsidiaries excluding Specified
Subsidiaries shall take any corporate action to authorize any of the
actions set forth above in subparagraph (e)(2) of this Section 6.01, or (B)
any director, or if one or more directors are elected and acting, any two
directors of the Borrower or any of its Subsidiaries excluding Specified
Subsidiaries, or any Person owning directly, or indirectly, shares of
capital stock of the Borrower or any of its Subsidiaries excluding
Specified Subsidiaries in a number sufficient to elect a majority of
directors of the Borrower or any of its Subsidiaries, shall take any
preparatory or other steps to convene a meeting of any kind of the Borrower
or any of its Subsidiaries excluding Specified Subsidiaries, or any meeting
is convened or any other preparatory steps are taken, for the purposes of
considering or passing any resolution or taking any corporate action to
authorize any of the actions set forth above in subparagraph (e)(2) of this
Section 6.01; or

(f) One or more judgments or orders for the payment of money, singly
or in the aggregate, in excess of an amount equal to Ten Million Dollars
($10,000,000) shall be rendered against the Borrower or any of its
Subsidiaries excluding Specified Subsidiaries and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment
or order or (ii) there shall have elapsed any period of ten (10)
consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not have been in
effect; or

(g) An extraordinary event shall occur, or a material adverse change
affecting the business or operations of the Borrower shall occur, which
situation or change gives reasonable grounds to conclude that the Borrower
will not, or will be unable to, perform or observe in the normal course its
obligations under this Agreement or the Loan Documents; or

(h) ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇ (or, in the event of his death, a
member of his immediate family or another Person acceptable to the Lenders)
shall cease to own, directly or indirectly, shares of capital stock of the
Borrower entitled to elect directors, in a number of shares at least
sufficient to elect a majority of directors of the Borrower; or

(i) Any material provision of any of the Loan Documents after
delivery thereof shall for any reason cease to be valid and binding on the
parties thereto (other than the Lenders and the Agent), or any party
thereto (other than a Lender or the Agent) shall so state in writing;

then, and in any such event, the Agent on direction of the Majority Lenders
(i) shall, by notice to the Borrower, declare the Commitment to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall, by notice to the
Borrower, declare each Advance and the Notes, and all interest thereon and all
other amounts payable under this Agreement, to be forthwith due and payable
(except that no notice shall be required upon the occurrence of an Event of
Default described in paragraph (e) of this Section 6.01) whereupon each Advance,
each Note, all such interest and all such amounts shall become and be forthwith
due and payable without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII

RELATION OF LENDERS; ASSIGNMENTS, DESIGNATIONS
AND PARTICIPATIONS

SECTION 7.01. Lenders and Agent. The general administration of this
Agreement and the Loan Documents shall be by the Agent, and each Lender hereby
authorizes and directs the Agent to take such action (including without
limitation retaining lawyers, accountants, surveyors or other experts) or
forbear from taking such action as in the Agent's reasonable opinion may be
necessary or desirable for the administration hereof (subject to any direction
of the Majority Lenders and to the other requirements of Section 7.04 hereof).
The Agent shall inform each Lender, and each Lender shall inform the Agent, of
the occurrence of any Event of Default promptly after obtaining knowledge
thereof; however, unless it has actual knowledge of an Event of Default, each
of the Agent and the Lenders may assume that no Event of Default has occurred.

SECTION 7.02. Pro Rata Sharing. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the A Advances and Term Loan made by it
(other than pursuant to Section 2.06(c), 2.07 or 2.09) in excess of its ratable
share of payments on account of the A Advances obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the A Advances and Term Loans made by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Any Lender so
purchasing a participation from another Lender pursuant to this Section 7.02
may, to the fullest extent permitted by law, exercise all its rights of payment
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

SECTION 7.03. Setoff. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and any Note held by such Lender,
whether or not such Lender shall have made any demand under this Agreement or
such Note and although such obligations may be unmatured. Each Lender agrees
promptly to notify the Borrower after any such set-off and application made by
such Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Lender may have.

SECTION 7.04. Approvals. Upon any occasion requiring or permitting
an approval of any amendment or modification or any consent, waiver, declaring
an Event of Default or taking any action thereafter, or any other action on the
part of the Agent or the Lenders under any of the Loan Documents, (1) action may
(but shall not be required to) be taken by the Agent for and on the behalf or
for the benefit of all Lenders, provided (A) that no other direction of the
Majority Lenders shall have been previously received by the Agent, and (B) that
the Agent shall have received consent of the Majority Lenders to enter into any
written amendment or modification of the provisions of any of the Loan
Documents, or to consent in writing to any material departure from the terms of
any Loan Documents by the Borrower or any other party thereto or (2) action
shall be taken by the Agent upon the direction of the Majority Lenders, and any
such action shall be binding on all Lenders; provided further, however, that
unless all of the Lenders (other than the Designated Bidders) agree in writing
thereto, no amendment, modification, waiver, consent or other action with
respect to this Agreement or any of the Series A Notes shall be effective which
(a) increases the Commitment or increases the Percentage Interest of any of the
Lenders, (b) reduces any commission, fee, the principal or interest owing to any
Lender in respect of the Series A Notes hereunder or the method of calculation
of any thereof, (c) extends the Termination Date or the date on which any sum
in respect of the Series A Notes is due hereunder, (d) releases any collateral,
guaranty or other security, (e) amends the provisions of this Section 7.04 or
the definition of Majority Lenders, or (f) waives any condition for Borrowing
set forth in Article III. It is understood and agreed that from and after the
conversion of Advances to Term Loans on the Termination Date, such Lenders as
have no outstanding claims under any Note shall have no rights under this
Section 7.04.

SECTION 7.05. Exculpation. The Agent shall not be liable or
answerable for anything whatsoever in connection with any of the Loan Documents
or other instrument or agreement required hereunder or thereunder, including
responsibility in respect of the execution, delivery, construction or
enforcement of any of the Loan Documents or any such other instrument or
agreement, or for any action taken or not taken by the Agent in any case
involving exercise of any power or authority conferred upon the Agent under any
thereof, except for its wilful misconduct or gross negligence, and the Agent
shall have no duties or obligations other than as provided herein and therein.
The Agent shall be entitled to rely on any opinion of counsel (including counsel
for the Borrower or any of its Subsidiaries) in relation to any of the Loan
Documents or any other instrument or agreement required hereunder or thereunder
and upon writings, statements and communications received from the Borrower or
any of its Subsidiaries (including any representation made in or in connection
with any Loan Document), or from any other party to any of the Loan Documents
or any documents referred to therein or any other Person, firm or corporation
reasonably believed by it to be authentic, and the Agent shall not be required
to investigate the truth or accuracy of any writing or representation, nor shall
the Agent be liable for any action it has taken or omitted in good faith on such
reliance.

SECTION 7.06. Indemnification. Each Lender (other than any
Designated Bidder) agrees to indemnify the Agent, except to the extent
reimbursed by the Borrower and except in the case of any suit by any Lender
against the Agent resulting in a final judgment against the Agent, ratably
according to the aggregate principal amount of the Series A Notes or Term Notes
then held by it (or if no Series A Notes or Term Notes are outstanding or if any
such Series A Notes or Term Notes are held by Persons which are not Lenders,
ratably according to the amount of its Commitment) against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (except to the extent
the foregoing results from the Agent's gross negligence or wilful misconduct)
which may be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of (y) any of the Loan Documents or any other
instrument or agreement contemplated hereunder or thereunder or (z) any action
taken or omitted by the Agent under any of the Loan Documents or such other
instrument or agreement.

SECTION 7.07. Agent as Lender. The Agent shall, in its individual
capacity, have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not an agent; the term "Lenders" shall
include the Agent in its individual capacity to the extent of its Percentage
Interest. The Agent and its Subsidiaries and Affiliates may accept deposits
from, lend money to, and generally engage in any kind of banking, trust or other
business with the Borrower and its Subsidiaries and Affiliates, as if it were
not the Agent.

SECTION 7.08. Notice of Transfer; Resignation; Successor Agent. (a)
The Agent may deem and treat a Lender party to this Agreement as the owner of
such Lender's interest in any Loan and any other instrument or agreement
contemplated hereunder or thereunder for all purposes hereof unless and until
a written notice of the assignment or transfer thereof, executed by such Lender
and otherwise in compliance with the requirements of Section 7.10 hereof, shall
have been received and accepted by the Agent. The Agent shall resign if
directed by the Majority Lenders for any reason. The Agent may not resign at
any time, except that, upon written notice to the Lenders and the Borrower, the
Agent may resign if in its judgement there exist or may occur reasons related
to conflict of interest, a change in, or violation of, law or regulation or
interpretation thereof, or such other occurrence that may prevent or impede the
Agent in discharging its duties hereunder faithfully and effectively in
accordance with their terms.

(b) Any successor Agent shall be appointed by the Majority Lenders
and shall be a bank or trust company reasonably satisfactory to the Borrower (so
long as no Event of Default shall have occurred and be continuing) and the
Majority Lenders. If no successor Agent shall have been so appointed by the
Majority Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Majority Lender's
removal of the Agent, then such retiring Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be a commercial bank organized under the
laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $50,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement.

SECTION 7.09. Credit Decision; Not Trustee. Each Lender represents
that it has made, and agrees that it shall continue to make, its own independent
investigation of the financial condition and affairs of the Borrower and its
Subsidiaries, and its own appraisal of the creditworthiness of the Borrower and
its Affiliates and Subsidiaries in connection with the making and performance
of this Agreement. The Agent has and shall have no duty or responsibility
whatsoever on the date hereof or, except as otherwise expressly provided in this
Agreement at any time hereafter, to provide any Lender with any credit or other
information. Nothing herein shall (nor shall it be construed so as to)
constitute the Agent a trustee for the Borrower or its Subsidiaries or impose
on it any duties or obligations other than those for which express provision is
made in this Agreement or under the other Loan Documents.

SECTION 7.10. Assignments, Designations and Participation. (a) Each
Lender (other than the Designated Bidders) may assign to one or more banks or
other entities all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment,
the Advances owing to it and the Note or Notes held by it); provided, however,
that (i) each such assignment shall be of constant, and not a varying,
percentage of all rights and obligations under this Agreement (other than any
right to make B Advances, B Advances owing to it or Series B Notes), (ii) unless
the Borrower shall otherwise agree with the assigning Lender, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) that is not to a then existing Lender hereunder, or
to a Designated Bidder designated by a then existing Bank hereunder shall in no
event be less than Ten Million Dollars ($10,000,000) or such lesser amount as
shall constitute all of such assigning Bank's Commitment and the outstanding
principal of Notes payable to it, (iii) each such assignment shall be to an
Eligible Assignee, and (iv) the parties to each such assignment shall execute
and deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment and a processing and recordation fee of $3,000; provided further,
however, that each such assignment that is not to a then existing Lender
hereunder, or to a Designated Bidder designated by a then existing Bank
hereunder (x) shall be subject to the consent of the Borrower, which consent
shall not unreasonably be denied and which consent shall be deemed given unless
the Borrower gives the assigning Lender and the Agent written notice of and a
reasonable basis for its denial not later than five (5) Business Days following
(i) telex, telecopy or cable notice given to the Borrower by the assigning
Lender or the Agent of the name of the proposed transferee, the amount of
Commitment to be assigned and such information as the Borrower may reasonably
request for purposes of making an informed judgment, and, if the proposed
transferee is organized under the laws of a jurisdiction outside the United
States, (ii) transmission to the Borrower by telecopy of any one of the
following documents, properly completed and executed by the proposed
transferee:Internal Revenue Service Form 1001 (or any successor form),
certifying that the proposed transferee is entitled to benefits under an income
tax treaty whichwill exempt from United States Federal income tax the income
receivable by the
proposed transferee pursuant to this Agreement, or Internal Revenue Service Form
4224 (or any successor form), certifying that the income receivable by the
proposed transferee pursuant to this Agreement will be effectively connected
with the conduct of a trade or business in the United States, or Internal
Revenue Service Form W-8 (or any successor form) certifying that it is a foreign
person together with a tax certificate, substantially in the form of Attachment
III to the Assignment and Acceptance, as appropriate. Any consent to assignment
untimely or unreasonably denied by the Borrower shall be void and of no effect,
and shall not preclude or bar any assignment otherwise permitted by this Section
7.10(a). Any assignment or purported assignment not in compliance with this
Section shall be void and of no effect. Without regard to any of the other
terms of this Agreement or of any other agreement, any Lender may assign, as
collateral or otherwise, any of its rights (including, without limitation,
rights to payments of principal and/or interest on the Notes) under this
Agreement to any Federal Reserve Bank of the United States without notice to or
consent of the Borrower, the Agent or any other Person. In case of any
assignment pursuant to this Section 7.10(a), the assignee shall not be entitled
to receive the portion (if any) of any amount otherwise payable under Section
2.07 or 2.09 hereof which exceeds the amount which would have been payable under
Section 2.07 or 2.09 (as the case may be) to the assignor with respect to the
rights and obligation so assigned. In the case of a transfer of any Note from
the accounting records of the office of a Lender where such Note was originally
recorded to the accounting records of any other office of such Lender, or a
change in the location of the Lending Office from that designated as of the
Closing Date, such Lender or the Agent, as the case may be, shall not be
entitled to receive the portion (if any) of any amount otherwise payable under
Section 2.07 or 2.09 hereof which exceeds the amount which would have been
payable under Section 2.07 or 2.09 (as the case may be) to such Lender or the
Agent, as the case may be, if such transfer or change had not been made. In the
case of a change in location, from the Closing Date, of the Lending Office,
unless the Borrower shall consent to such change, the Borrower shall not be
required to remit to the Agent pursuant to Section 2.07 or 2.09 hereof any
amount that exceeds the amount which would have been payable under Section 2.07
or 2.09 (as the case may be) if such change in location had not occurred. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, and delivery of the tax forms
and other documents referred to in Section 2.09 hereof, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance and subject to the foregoing, have the rights and obligations of a
Lender hereunder and (y) the Lender assignor thereunder shall, to the extent
that rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be party
hereto).

(b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in connection with this Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any other instrument or document furnished pursuant hereto;
(ii) such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any of the Borrower
or its Subsidiaries or the performance or observance by any of the Borrower or
its Subsidiaries of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to herein Sections 4.01(e) and 5.01(c), and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Agent by the
terms hereof, together with such powers as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender.

(c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto and has attached thereto the forms
referred to in paragraph 3(vii) thereof, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register
(including the transfer of Notes to such Eligible Assignee by the assigning
Lender) and (iii) give prompt notice and an execution counterpart thereof to the
Borrower. Within five (5) Business Days after its receipt of such notice, the
Borrower, at its own expense, shall execute and deliver to the Agent in exchange
for the surrendered Note or Notes a new Note or new Notes, as the case may be,
of the same Series or type to the order of such Eligible Assignee in an amount,
if on or before the Termination Date, equal to the Commitment assumed by it
pursuant to such Assignment and Acceptance, and a new Series B Note in
substantially the form of Exhibit A-2 hereto, as the case may be, and if the
assigning Lender has retained a Commitment hereunder, a new Series A Note to the
order of the assigning Lender in an amount equal to the Commitment retained by
it hereunder. Such new Series A Note or Series A Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Series A Note or Series A Notes, shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in substantially the form of
Exhibit A-1 hereto. After the Termination Date, a new Term Note or Term Notes,
substantially in the form of Exhibit A-3 hereto, shall be delivered as aforesaid
in connection with the Assignment and Acceptance in lieu of Series A or Series
B Notes.

(d) In addition each Lender (other than the Designated Bidders) may
designate one or more banks or other entities to have a right to make B Advances
as a Lender pursuant to Section 2.03; provided, however, that (i) no such Lender
shall be entitled to make more than two such designations with respect to any
particular B Borrowing, (ii) each such Lender making one or more of such
designations shall retain the right to make B Advances as a Lender pursuant to
Section 2.03, (iii) each such designation shall be to a Designated Bidder and
(iv) the parties to each such designation shall execute and deliver to the
Agent, for its acceptance and recording in the Register, a Designation
Agreement. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Designation Agreement, the designee
thereunder shall be a party hereto with a right to make B Advances as a Lender
pursuant to Section 2.03 and the obligations related thereto.

(e) By executing and delivering a Designation Agreement, the Lender
making the designation thereunder and its designee thereunder confirm and agree
with each other and the other parties hereto as follows: (i) such Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any of
the Borrower or its Subsidiaries or the performance or observance by any of the
Borrower or its Subsidiaries of any of its obligations under this Agreement or
any other instrument or document furnished pursuant hereto; (iii) such designee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01(e) and 5.01(c) and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into the Designation Agreement; (iv) such
designee will, independently and without reliance upon the Agent, such
designating Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
designee confirms that it is a Designated Bidder; (vi) such designee appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Agent by the
terms hereof, together with such powers as are reasonably incidental thereto;
and (vii) such designee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender.

(f) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Agent shall, if such Designation Agreement has been completed and is
substantially in the form of Exhibit D hereto, (i) accept such Designation
Agreement, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five (5) Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Agent a new Series B Note to the order of such
Designated Bidder in substantially the form of Exhibit A-2 hereto.

(g) The Agent shall maintain at its address referred to in
Section 8.02 of this Agreement a register for the recordation of the names and
addresses of the Lenders and, with respect to Lenders other than Designated
Bidders, the Commitment of, and principal amount of the Advance owing and each
Note payable to, each Lender from time to time and a copy of each Assignment and
Acceptance and Designation Agreement delivered to and accepted by it (the
"Register"). The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Borrower, the Agent and the Lenders
may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice and each shall be entitled to make
copies thereof at its expense.

(h) Each Lender and the Agent may grant participations to one or more
banks or other entities in or to all or any part of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Advance owing to it); provided, however, that,
notwithstanding the grant of any such participation by any Lender, such
participation, and the right to grant such a participation, shall be expressly
subject to the following conditions and limitations: (i) such Lender's
obligations under this Agreement (including without limitation, its Commitment
to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note and
Advance for all purposes of this Agreement, (iv) the Borrower, the Agent and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement,
(v) such Lender shall continue to be able to agree to any modification or
amendment of this Agreement or any waiver hereunder without the consent,
approval or vote of any such participant or group of participants, other than
modifications, amendments, and waivers which (a) postpone the Termination Date,
the Term Loan Maturity Date or any date fixed for any payment of, or reduce any
payment of, principal of or interest on such Lender's Advance or any fees or
other amounts payable under this Agreement, or (b) increase the amount of such
Lender's Commitment, or (c) change the interest rate payable under this
Agreement, or (d) release all or substantially all of any collateral or
guaranty, provided that if a Lender agrees to any modification or waiver
relating to items (a) through (d), the Borrower, the Agent and each other Lender
may conclusively assume that such Lender duly received any necessary consent of
each of its participants and (vi) except as contemplated by the immediately
preceding clause (v), no participant shall be deemed to be or to have any of the
rights or obligations of a "Lender" hereunder.

(i) Any Lender may, in connection with any assignment, designation
or participation or proposed assignment, designation or participation pursuant
to this Section 7.10, disclose to the assignee, Designated Bidder or
participant, or proposed assignee, designated bidder or participant, any
information relating to the Borrower or its Subsidiaries furnished to such
Lender by or on behalf of the Borrower, provided that the Person receiving such
information undertakes not to disclose it to a third party except pursuant to,
and subject to the conditions provided in, this Section 7.10.

SECTION 7.11. Managing Agent; Co-Agent. Each of the Managing Agent
and Co-Agent shall have no duties, responsibilities, rights or liabilities as
Managing Agent or Co-Agent, as the case may be, under this Agreement or any of
the other Loan Documents and, other than as a Lender, shall not be liable or
answerable for anything whatsoever in connection with any of the Loan Documents
or other instrument or agreement required hereunder or thereunder, including
responsibility in respect of the execution, delivery, construction or
enforcement of any of the Loan Documents or any such other instrument or
agreement, or for any action taken or not taken by any Person with respect
thereto. Each of the Managing Agent and Co-Agent has and shall have no duty or
responsibility whatsoever on the date hereof or at any time hereafter, to
provide any Bank with any credit or other information. Nothing herein shall
(nor shall it be construed so as to) constitute the Managing Agent or Co-Agent
a trustee for the Borrower or its Subsidiaries or impose on it any duties or
obligations whatsoever under this Agreement, the other Loan Documents, or
otherwise.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments. No amendment, supplement or modification
to this Agreement shall be enforceable against the Borrower unless the same
shall be in writing and signed by the Borrower. No amendment or waiver of any
provision of this Agreement or any instrument delivered hereunder, nor consent
to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Agent and, to the extent
required by Section 7.04 hereof, the Majority Lenders or each Lender, as the
case may be, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

SECTION 8.02. Notices. All notices, demands and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and mailed, telexed, telecopied or telegraphed or delivered, if to the Borrower
at its address set forth below its signature herein written; and if to a Lender
other than the Agent, at its address set forth below its signature herein
written; or, as to each party, at such other address as shall be designated by
such party in a notice to the other parties hereto. All such notices and
communications shall, when mailed, telexed, telecopied, or telegraphed, be
effective upon the earliest of (i) actual receipt, (ii) seven days from the date
when deposited in the mails, or (iii) when (on a Business Day and during normal
business hours at the addressee's address) transmitted by telecopy or telex or
delivered to the telegraph company, respectively, except that notices and
communications to the Agent or any Lender pursuant to Article II hereof shall
not be effective until received by the Agent or such Lender.

SECTION 8.03. No Waiver; Remedies. Regardless of any fact known or
investigation undertaken by the Agent or any Lender, no failure on the part of
the Agent or any Lender to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

SECTION 8.04. Costs, Expenses, Fees and Indemnities. (a) The
Borrower agrees to pay on demand (i) in connection with the preparation,
execution, and delivery of this Agreement and the instruments and other
documents to be delivered hereunder, (y) the reasonable fees and out-of-pocket
expenses of Messrs. Haight, Gardner, Poor & ▇▇▇▇▇▇, as special counsel for the
Agent and the Lenders (and any local counsel retained by such firm) with respect
to the closing of the Transaction and (z) all other costs and expenses of the
Lenders and the Agent (other than any other legal fees and related expenses
incurred by them) and (ii) after the Closing Date, all costs and expenses in
connection with the administration of this Agreement and the other instruments
and documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of any counsel for the Agent or the
Lenders in connection with advice given the Agent or the Lenders, from time to
time, as to their rights and responsibilities under this Agreement and such
instruments and documents. The Borrower shall not be liable to any Lender in
respect of any costs or expenses incurred in connection with any assignment or
grant of participation under Section 7.10 hereof. The Borrower further agrees
to pay on demand all losses, costs and expenses, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement of this Agreement and the instruments and other documents delivered
hereunder, including, without limitation, losses, costs and expenses sustained
as a result of a Default by the Borrower in the performance of its obligations
contained in this Agreement or any instrument or document delivered hereunder.

(b) If, for any reason, including maturity or demand of the Loan
under Article VI, or prepayment of the Loan, in whole or in part, the Agent or
any of the Lenders receives payment of principal of or interest on the Loan, or
any part thereof, on any day other than the last day of the Interest Period for
the Loan, or any part thereof, permitted under this Loan Agreement the Borrower
shall pay to the Agent on behalf of the Lenders on demand any amounts required
to compensate the Lenders for any breakage costs (including cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
in respect of such payment) and any additional losses, costs or expenses which
any Lender may incur as a result of such payment, provided that the Lender shall
have delivered to the Agent and the Borrower, as the case may be, a certificate
as to the amount of such breakage costs, additional losses, costs or expenses,
which certificate shall be binding, absent manifest error, except that the
failure of the Lender to provide such certificate shall in no way relieve the
Borrower of its obligations under this Section 8.04(b).

(c) The Borrower agrees to indemnify and hold harmless each of the
Lenders and the Agent, and its and their respective Affiliates, directors,
officers, employees, agents, representatives, counsel and advisors (each an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
disbursements of counsel and the costs of investigation and defense thereof)
which may be incurred by or asserted or awarded against any Indemnified Party,
in each case based upon, arising out of or in connection with or by reason of,
the Transaction, including, without limitation, any act or failure to act by the
Agent where such act or failure to act was taken pursuant to the Borrower's
request or any transaction contemplated by this Agreement or any Loan Document,
whether or not any Advance hereunder is made, except to the extent that such
claim, damage, loss, liability or expense results from the gross negligence or
willful misconduct of such Indemnified Party. The indemnities of this Agreement
shall survive the termination of this Agreement and the other Loan Documents.

SECTION 8.05. [Reserved.]

SECTION 8.06. Judgment. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder or under
any instrument delivered hereunder in United States Dollars into another
currency, the parties hereto 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 the Agent or the Lender, as the case may be, could purchase
United States Dollars with such other currency on the Business Day preceding
that on which final judgment is given.

(b) The obligation of the Borrower in respect of any sum due from it
to the Agent or any Lender hereunder or under such instrument shall,
notwithstanding any judgment in a currency other than United States Dollars, be
discharged only to the extent that on the Business Day following receipt by the
Agent or such Lender of any sum adjudged to be so due in such other currency the
Agent or such Lender, as the case may be, may in accordance with normal banking
procedures purchase United States Dollars with such other currency; if the
United States Dollars so purchased are less than the sum originally due to the
Agent or such Lender, as the case may be, in United States Dollars, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Agent or such Lender, as the case may be, against such loss, and
if the United States Dollars so purchased exceed the sum originally due to the
Agent or such Lender in United States Dollars, the Agent or such Lender shall
remit such excess to the Borrower.

SECTION 8.07. Consent to Jurisdiction; Waiver of Immunities. (a)
The Borrower hereby irrevocably submits to the jurisdiction of any New York
State court sitting in New York County and to the jurisdiction of the United
States District Court for the Southern District of New York in any action or
proceeding arising out of or relating to this Agreement or the Notes, and the
Borrower hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State or Federal court.
The Borrower hereby irrevocably waives, to the fullest extent it may effectively
do so, the defense of an inconvenient forum to the maintenance of such action
or proceeding. The Borrower hereby irrevocably appoints C T Corporation System
(the "Process Agent"), with an office on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, as its agent to receive on behalf of itself
and its property service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding. Such service may
be made by mailing or delivering a copy of such process to the Borrower in care
of the Process Agent (or any successor thereto, as the case may be) at such
Process Agent's above address (or the address of any successor thereto, as the
case may be), and the Borrower hereby irrevocably authorizes and directs the
Process Agent (and any successor thereto) to accept such service on its behalf.
The Borrower shall appoint a successor agent for service of process should the
agency of C T Corporation System terminate for any reason, and further shall at
all times maintain an agent for service of process in New York, New York, so
long as there shall be outstanding any Obligations under the Loan Documents.
The Borrower shall give notice to the Agent of any appointment of successor
agents for service of process, and shall obtain from each successor agent a
letter of acceptance of appointment and promptly deliver the same to the Agent.
As an alternative method of service, the Borrower also irrevocably consents to
the service of any and all process in any such action or proceeding by the
mailing of copies of such process to it at its address specified in Section 8.02
hereof. Without waiver of its rights of appeal permitted by relevant law, the
Borrower agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

(b) Nothing in this Section 8.07 shall affect the right of the Agent
or any Lender to serve legal process in any other manner permitted by law, or
affect the right of the Agent or any Lender to bring any action or proceeding
against the Borrower or their respective properties in the courts of any other
jurisdiction.

(c) To the extent that the Borrower has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Borrower hereby irrevocably waives such immunity in respect of its obligations
under this Agreement and the Notes.

SECTION 8.08. Binding Effect; Merger; Severability; GOVERNING LAW.
(a) This Agreement shall become effective when it shall have been executed by
the Borrower and the Agent and when the Agent shall have been notified by each
Bank that such Bank has executed it and thereafter this Agreement shall be
binding upon, and shall inure to the benefit of the Borrower, the Agent and each
Lender, and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any interest herein.
Each Lender may, to the extent permitted under this Agreement, assign to any
other financial institution all or any part of, or any interest in, the Lender's
rights and benefits hereunder and under any instrument delivered hereunder, and
to the extent of such assignment such assignee shall have the same rights and
benefits against the Borrower as it would have had if it were the Lender
hereunder.

(b) The Loan Documents, together with all attachments and exhibits
to each of them and all other documents referenced herein and therein, and
delivered hereunder and thereunder and pursuant hereto and thereto, constitute
the entire agreement among the parties with respect to the subject matter hereof
and thereof, and supersede all prior and contemporaneous written and oral
understandings and agreements related thereto among the parties.

(c) If any word, phrase, sentence, paragraph, provision or section
of the Loan Documents shall be held, declared, pronounced or rendered invalid,
void, unenforceable or inoperative for any reason by any court of competent
jurisdiction, governmental authority, statute, or otherwise, such holding,
declaration, pronouncement or rendering shall not adversely affect any other
word, phrase, sentence, paragraph, provision or section of the Loan Documents,
which shall otherwise remain in full force and effect and be enforced in
accordance with their respective terms.

(d) This Agreement has been delivered in New York, New York. THIS
AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

SECTION 8.09. Counterparts. This Agreement may be executed in as
many counterparts as may be deemed necessary or convenient and by each party
hereto on separate counterparts, each of which, when so executed, shall be
deemed as original, but all such counterparts shall constitute but one and the
same agreement.

SECTION 8.10. WAIVER OF JURY TRIAL. BY ITS SIGNATURE BELOW WRITTEN
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE LOAN DOCUMENTS HEREIN DESCRIBED OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]

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

CITIBANK, N.A., CARNIVAL CORPORATION,
as Agent as Borrower

By:______________________________ By:___________________________
Title: Title:
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Address: ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
8th Floor Attention: Chairman and Chief Executive
Officer
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telex: 519206
Telex: 425 727 Answerback:CARNOP
Answerback: NY AAB Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

_______________________________ ___________________________
as Managing Agent as Co-Agent

By:____________________________ By:________________________
Title: Title:
Address: Address:

Telephone: Telephone:
Telex: Telex:
Answerback: Answerback:
Telecopy: Telecopy:

CARNIVAL CORPORATION, as Borrower, and CITIBANK, N.A., as Agent, CIBC, INC., COMMERZBANK A.G., ATLANTA AGENCY, AND ROYAL BANK OF CANADA, as Managing Agents, BARNETT BANK OF SOUTH FLORIDA, N.A., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, THE DAI-ICHI KANGYO...

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