LOAN AGREEMENT

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EXHIBIT 10.6

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LOAN AGREEMENT

dated as of April 30, 1997

among

CREDIT SUISSE LEASING 92A, L.P.,
as Borrower,

GREENWICH FUNDING CORPORATION,
as CP Lender,

THE PERSONS NAMED ON SCHEDULE I HERETO,
as Eurodollar Lenders

and

CREDIT SUISSE FIRST BOSTON,
acting through its New York Branch,
as Agent

______________________________________________________________________________

Revolving Commercial Paper,
Eurodollar Credit and Base Rate Program

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TABLE OF CONTENTS

PAGE

SECTION 1. DEFINITIONS; INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2. AMOUNT AND TERMS OF LENDERS' COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.1 CP Loan Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.2 Eurodollar Loans and Eurodollar Lender Commitments . . . . . . . . . . . . . . . . . . . 4
SECTION 2.3 Interest Payment Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.4 Notations on Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.5 Procedure for Borrowing, Continuation or Ownership Interest Conversion . . . . . . . . . 10
SECTION 2.6 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.7 Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.8 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 3. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 4. COVENANTS AND LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.1 Borrower Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.2 Non-Recourse Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 5. DISTRIBUTIONS OF PAYMENTS AND COLLATERAL PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 5.1 [RESERVED]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 5.2 Basic Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 5.3 Purchase Payments by Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.4 AMAT Recourse Amounts Payment by Lessee . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.5 Sales Proceeds and Other Payments from Remarketing of Leased Properties . . . . . . . . . 19
SECTION 5.6 Other Prepayment Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.7 Supplemental Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.8 Excepted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.9 Distribution of Payments after Loan Event of Default . . . . . . . . . . . . . . . . . . 21
SECTION 5.10 Other Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.11. Casualty and Condemnation Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.12 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 5.13 Distribution of Advance for Prepayment of Outstanding Loans . . . . . . . . . . . . . . . 23
SECTION 5.14 Proceeds of Pledge Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 6. LOAN EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 6.1 Loan Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 6.2 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 7.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 7.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

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SECTION 7.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 7.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 7.5 Successors and Assigns; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 7.6 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.9 Intention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.10 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.11 Prohibited Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.12 Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Schedule I - Eurodollar Lenders

Exhibit A-CE - Form of Tranche A CP Equipment Note
Exhibit A-CS - Form of Tranche A CP Site Note
Exhibit A-EE - Form of Tranche A Eurodollar Equipment Note
Exhibit A-ES - Form of Tranche A Eurodollar Site Note
Exhibit B-CE - Form of Tranche B CP Equipment Note
Exhibit B-CS - Form of Tranche B CP Site Note
Exhibit B-EE - Form of Tranche B Eurodollar Equipment Note
Exhibit B-ES - Form of Tranche B Eurodollar Site Note

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LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of April 30, 1997, is entered into by
and among CREDIT SUISSE LEASING 92A, L.P., as Borrower (the "Borrower"),
GREENWICH FUNDING CORPORATION, as CP Lender (the "CP Lender"), the Persons
named on Schedule I to this Loan Agreement, as Eurodollar Lenders (the
"Eurodollar Lenders"), and CREDIT SUISSE FIRST BOSTON, acting through its New
York Branch, as Agent (the "Agent").

The parties hereto hereby agree as follows:

SECTION 1.

DEFINITIONS; INTERPRETATION

Unless the context shall otherwise require, capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix 1 to
the Participation Agreement, dated as of April 30, 1997, among Applied
Materials, Inc., as Lessee and Construction Agent (the "Lessee"), Borrower, CP
Lender, Eurodollar Lenders and Agent (the "Participation Agreement"), for all
purposes hereof; and the rules of interpretation set forth in such Appendix 1
shall apply to this Loan Agreement.

SECTION 2.

AMOUNT AND TERMS OF LENDERS' COMMITMENTS

SECTION 2.1 CP Loan Facility.

(a) CP Loan Availability. Subject to the terms and
conditions hereof and of the Participation Agreement, CP Lender may, in its
sole discretion, issue Commercial Paper and, from the proceeds thereof, make CP
Loans to Borrower from time to time on a revolving basis during the Commitment
Period for the purpose of enabling Borrower to Fund Site Advances, Construction
Advances (including Interest Payment Loans), Equipment Advances or Refinancing
Advances, as contemplated in the Participation Agreement. Each such CP Loan
shall be equal to the lesser of (i) the aggregate amount of borrowing requested
by Borrower to be made on such date as a CP Loan and (ii) the net proceeds of
the issuance of Commercial Paper received by CP Lender on such date; provided,
however, that notwithstanding any other provision hereof or of the
Participation Agreement or the Capital Asset Purchase Agreement and in addition
to the limitations set forth in Section 3.10 of the Participation Agreement, CP
Lender shall

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not make available to Borrower and neither Borrower nor Agent shall request any
CP Loan if the amount of the proposed CP Loan exceeds the aggregate Available
Eurodollar Lender Commitments; provided further that advancing funds to
refinance an outstanding Eurodollar Loan, to the extent used for such purpose,
shall not be counted against such Available Eurodollar Lender Commitments.
During the Commitment Period, Borrower may borrow from CP Lender, prepay the CP
Loans in whole or in part, and reborrow, all in accordance with the terms and
conditions hereof and of the Participation Agreement and the Capital Asset
Purchase Agreement.

(b) CP Loan Tranches. Each CP Loan funded by CP Lender
on an Advance Date shall be deemed to consist of a "Tranche A CP Loan" in an
original principal amount equal to the Tranche A Percentage times the principal
amount of such CP Loan and a "Tranche B CP Loan" in an original principal
amount equal to the Tranche B Percentage times the principal amount of such CP
Loan.

(c) Issuance of Notes to CP Lender. On the Document
Closing Date, Borrower shall issue to Agent, on behalf of CP Lender, two Site
Notes (a "Tranche A CP Site Note" substantially in the form of Exhibit A-CS and
a "Tranche B CP Site Note" substantially in the form of Exhibit B-CS). Each
such CP Site Note shall be in a maximum principal amount equal to the Tranche A
Site Percentage, in the case of the Tranche A CP Site Note, and the Tranche B
Site Percentage, in the case of the Tranche B CP Site Note, of the aggregate
Participants' Commitments. On the Document Closing Date, Borrower shall issue
to Agent, on behalf of CP Lender, two Equipment Notes (a "Tranche A CP
Equipment Note" in substantially the form of Exhibit A-CE and a "Tranche B CP
Equipment Note" in substantially the form of Exhibit B-CE). Each such CP
Equipment Note shall be in a maximum principal amount equal to the Tranche A
Equipment Percentage, in the case of the Tranche A CP Equipment Note, and the
Tranche B Equipment Percentage, in the case of the Tranche B CP Equipment Note,
of $10,000,000. Each Note issued to Agent, on behalf of CP Lender, shall (i)
be dated as of the Document Closing Date, (ii) be stated to mature on the
Maturity Date, (iii) provide for the payment of interest in accordance with
Section 2.1(d) and (iv) shall include a grid for purposes of recording the
information specified in Section 2.4. The CP Site Notes shall provide that no
principal amortization shall be required prior to the Maturity Date, except as
provided for at Section 2.6(c). Each CP Equipment Note shall provide for
ratable payments of principal on each Quarterly Payment Date in the amount
equal to the product of (A) the aggregate Equipment Fixed Rent payable by
Lessee on such date under the Equipment Lease Supplements and (B) the Tranche A
Percentage, in the case of the Tranche A CP Equipment Note, and the Tranche B
Percentage, in the case of the Tranche B CP Equipment Note.

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(d) Interest Rate and Payment Dates. (i) Each
outstanding CP Loan shall bear interest for each day during each Interest
Period at the applicable CP Rate.

(ii) If all or a portion of the principal amount
of any CP Loan, any interest payable thereon or any other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum which is equal to the sum of (x) the rate necessary for CP Lender to
pay when due the Interest Component on the outstanding Commercial Paper plus
(y) the Overdue Rate.

(iii) Interest accruing on each CP Loan shall be
payable in arrears on each applicable Payment Date, Refinancing Date,
Continuation Date or any other date of prepayment or conversion (on the amount
prepaid or converted), and at maturity (whether by acceleration, demand or
otherwise), in an amount necessary to repay the Interest Component of all
Commercial Paper maturing on such date. Notwithstanding the foregoing,
interest accruing pursuant to clause (ii) of this Section 2.1(d) shall be
payable from time to time on demand and each prepayment of a CP Loan shall be
accompanied by accrued interest to the date of such prepayment on the amount
prepaid.

(e) Extension of Maturity Date. The Maturity Date with
respect to the CP Loans shall be deemed to be automatically extended for the
same term as any extension of the term of the Purchase Commitments pursuant to
the Capital Asset Purchase Agreement and the extension of the Maturity Date
with respect to the CP Loans shall become effective as of the date on which the
extension of the Purchase Commitments is effective.

(f) Special Prepayment Anniversary Funding. On the
Special Prepayment Anniversary Date, CP Lender may, in its sole discretion (i)
issue sufficient face amounts of Commercial Paper (taking into account
Commercial Paper maturing on such date) so that it will have sufficient funds
to loan to Borrower $10,000 and (ii) loan to Borrower $10,000 as an additional
Funding on the outstanding Tranche B CP Loan; provided that CP Lender shall
fund such Tranche B CP Loan only to the extent that it shall have received net
proceeds of the issuance of Commercial Paper on such date (after repaying
maturing Commercial Paper on such date). In any event, the principal amount of
such Tranche B CP Loan, together with the outstanding principal amount of all
Tranche A CP Loans and Eurodollar Loans, may not exceed the aggregate
Eurodollar Lenders' Commitments.

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SECTION 2.2 Eurodollar Loans and Eurodollar Lender Commitments.

(a) Eurodollar Loan Commitments. (i) Subject to the
terms and conditions hereof and of the Participation Agreement and the
limitations set forth in clause (v) below and Section 3.10 of the Participation
Agreement, each Eurodollar Lender severally agrees to make Eurodollar Loans to
Borrower from time to time on a revolving basis during the Commitment Period
for the purpose of enabling Borrower to Fund Site Advances, Construction
Advances (including Interest Payment Loans), Equipment Advances and Refinancing
Advances, as contemplated in the Participation Agreement.

(ii) Subject to the terms and conditions hereof and of the
Participation Agreement and the limitations set forth in clause (v) below and
in Section 3.10 of the Participation Agreement, each Eurodollar Lender
severally agrees, on each Advance Date (including any Refinancing Date) that CP
Lender does not make a requested CP Loan to Borrower pursuant to Section 2.1,
to make a Eurodollar Loan to Borrower pursuant to Section 2.5(b) in an amount
equal to the aggregate amount of borrowing requested by Borrower to be made on
such date.

(iii) Subject to the terms and conditions hereof and of the
Participation Agreement and the limitations set forth in clause (v) below and
in Section 3.10 of the Participation Agreement, each Eurodollar Lender
severally agrees, on each Advance Date (including any Refinancing Date) for
which CP Loans are requested by Borrower pursuant to Section 2.1 and the
proceeds from the issuance by CP Lender of Commercial Paper does not equal the
borrowing requested by Borrower, to make a Eurodollar Loan to Borrower pursuant
to Section 2.5(b) in an amount equal to the difference between the aggregate
amount of borrowing requested by Borrower to be made on such date and the
proceeds from the issuance by CP Lender of such Commercial Paper.

(iv) Subject to the terms and conditions hereof and of the
Participation Agreement and the limitations set forth in clause (v) below and
in Section 3.10 of the Participation Agreement, each Eurodollar Lender
severally agrees, that on each Ownership Interest Conversion Date, the
Ownership Interest of such Eurodollar Lender shall automatically and without
further act be deemed to have been converted to, and shall become, a Eurodollar
Loan as provided in Section 2.5(d).

(v) Notwithstanding any other provision hereof and of the
Participation Agreement and the Capital Asset Purchase Agreement, each
Eurodollar Lender's obligations to Fund Eurodollar Loans is subject to the
limitations set forth at Sections 3.8(a) and 3.10 of the Participation
Agreement. During

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the Commitment Period Borrower may use the Commitments of Eurodollar Lenders by
borrowing, prepaying the Eurodollar Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof and of the Participation
Agreement. Eurodollar Loans shall be made by each Eurodollar Lender at its
Eurodollar Office.

(b) Eurodollar Loan Tranches. Each Eurodollar Loan
funded by a Eurodollar Lender on an Advance Date shall be deemed to consist of
a "Tranche A Eurodollar Loan" in an original principal amount equal to the
Tranche A Percentage times the principal amount of such Eurodollar Loan and a
"Tranche B Eurodollar Loan" in an original principal amount equal to the
Tranche B Percentage times the principal amount of such Eurodollar Loan.

(c) Issuance of Notes to Eurodollar Lenders. On the
Document Closing Date, Borrower shall issue to Agent, on behalf of the
Eurodollar Lenders, two Site Notes (a "Tranche A Eurodollar Site Note"
substantially in the form of Exhibit A-ES and a "Tranche B Eurodollar Site
Note" substantially in the form of Exhibit B-ES). Each such Eurodollar Site
Note shall be in a maximum principal amount equal to the Tranche A Site
Percentage, in the case of the Tranche A Eurodollar Site Note, and the Tranche
B Site Percentage, in the case of the Tranche B Eurodollar Site Note, of
aggregate Participants' Commitments. On the Document Closing Date, Borrower
shall issue to Agent, on behalf of the Eurodollar Lenders, two Equipment Notes
(a "Tranche A Eurodollar Equipment Note" in substantially the form of Exhibit
A-EE and a "Tranche B Eurodollar Equipment Note" in substantially the form of
Exhibit B-EE). Each such Eurodollar Equipment Note shall be in a maximum
principal amount equal to the Tranche A Equipment Percentage, in the case of
the Tranche A Eurodollar Equipment Note, and the Tranche B Equipment
Percentage, in the case of the Tranche B Eurodollar Equipment Note of
$10,000,000. Each Note issued to Agent, on behalf of the Eurodollar Lenders,
shall (i) be dated as of the Document Closing Date, (ii) be stated to mature on
the Maturity Date, (iii) provide for the payment of interest in accordance with
Section 2.2(d) and (iv) shall include a grid for purposes of recording the
information specified in Section 2.4. The Eurodollar Site Notes shall provide
that no principal amortization shall be required prior to the Maturity Date,
except as provided for at Section 2.6(c). Each Eurodollar Equipment Note shall
provide for payments of principal on each Quarterly Payment Date in the amount
equal to the product of the aggregate Equipment Fixed Rent payable by Lessee on
such date under the Equipment Lease Supplements multiplied by the Tranche A
Percentage, in the case of the Tranche A Eurodollar Equipment Note, and the
Tranche B Percentage, in the case of the Tranche B Eurodollar Equipment Note.

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(d) Interest Rates and Payment Dates. (i) Each
outstanding Eurodollar Loan shall bear interest for each day during each
Interest Period at a rate per annum equal to either the Eurodollar Lender Rate
or the Base Rate, as applicable, determined for such Interest Period.

(ii) If all or a portion of the principal amount
of any Eurodollar Loan, any interest payable thereon or any other amount
payable hereunder shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum which is equal to the Overdue Rate.

(iii) Interest accruing on each Eurodollar Loan shall
be payable in arrears on each applicable Payment Date, Refinancing Date,
Continuation Date or any other date of prepayment or conversion (on the amount
prepaid or converted), and at maturity (whether by acceleration, demand or
otherwise). Notwithstanding the foregoing, interest accruing pursuant to
paragraph (ii) of this Section 2.2(d)(iii) shall be payable from time to time
on demand and each prepayment of Eurodollar Loans shall be accompanied by
accrued interest to the date of such prepayment on the amount prepaid.

(e) Extension of Eurodollar Lenders' Commitments. (i)
Lessee on behalf of Borrower may, by written request to Agent and each
Eurodollar Lender given not earlier than 180 days and not later than 90 days
prior to each anniversary of the Document Closing Date, beginning with the
first anniversary, and in no event more than once during each Loan Year,
request (an "Extension Request") that the Maturity Date be extended to the date
that is five years after such anniversary of the Document Closing Date. No
later than the date (the "Extension Response Date") which is 45 days after such
request has been delivered to Agent and each Eurodollar Lender, each Eurodollar
Lender will notify Borrower in writing (with a copy to Agent) whether or not it
consents to such Extension Request (which consent may be granted or denied by
each Eurodollar Lender in its sole and absolute discretion and may be
conditioned on receipt of such financial information or other documentation as
may be specified by each Eurodollar Lender), provided that any Eurodollar
Lender that fails to so advise Borrower on or prior to the Extension Response
Date shall be deemed to have denied such Extension Request. The extension of
the Maturity Date contemplated by any Extension Request shall become effective
as of the first date (the "Extension Effective Date" with respect to such
extension) on or after the Extension Response Date on which all of the
following conditions have been satisfied:

(A) on both the date of the Extension Request and the
Extension Effective Date, (w) each of the representations

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and warranties made by Borrower in or pursuant to the Loan Documents
and the Participation Agreement and by Lessee in or pursuant to the
Participation Agreement shall be true and correct in all material
respects as if made on and as of each such date, except that any such
representation or warranty which was expressly made only as of a
specified date was true only as of such date, (x) no Loan Default or
Loan Event of Default shall have occurred and be continuing, (y) on
each of such dates Lessee shall be deemed to have represented and
warranted as to the matters set forth in clauses (w) and (x), and (z)
on each of such dates Agent shall have received a certificate of
Borrower as to the matters relating to Borrower set forth in clauses
(w) and (x);

(B) Eurodollar Lenders holding at least 51% of the aggregate
Eurodollar Loans outstanding at such time (or, if no Eurodollar Loans
are outstanding at such time, Eurodollar Lenders having at least 51%
of the aggregate Commitments of all Eurodollar Lenders at such time)
shall have consented to such Extension Request in each such Eurodollar
Lender's sole and absolute discretion;

(C) provided Lessee has obtained the consent described in
subparagraph (B), all Eurodollar Lenders who do not consent to or deny
such Extension Request (each a "Non-Consenting Eurodollar Lender") (1)
shall have been replaced by Replacement Lenders in accordance with
subsection (ii) of this Section 2.2(e) or (2) shall have had their
outstanding Eurodollar Loans prepaid and, whether or not they have any
Eurodollar Loans outstanding, have their Purchase Commitment under the
Capital Asset Purchase Agreement terminated, such prepayment and
termination to be made in accordance with subsection (iii) of this
Section 2.2(e); and

(D) Excluding the initial Loan Year, Borrower shall have been
granted an Extension Effective Date during the Loan Year immediately
preceding the Loan Year in which the Extension Request is made.

(ii) For purposes of Section 2.2(e)(i)(C),
Borrower shall be permitted to replace any Non- Consenting Eurodollar Lender
with a replacement bank or other financial institution (a "Replacement Lender")
at any time on or prior to the date which is 180 days after the relevant
Extension Response Date; provided that (1) such replacement does not conflict
with any Applicable Laws and Regulations, (2) the Replacement Lender shall
purchase, at par, all Eurodollar Loans and other amounts owing to such
Non-Consenting Eurodollar Lender on or prior to the date of replacement, (3)
the Lessee shall be liable to such Non-Consenting Eurodollar Lender under
Section 11.6 of the

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Participation Agreement if any Eurodollar Loan owing to such Non-Consenting
Eurodollar Lender shall be prepaid (or purchased) other than on the last day of
the Interest Period relating thereto, (4) the Replacement Lender, if not
already a Eurodollar Lender, shall be reasonably satisfactory to the Agent and
Lessee, (5) such replacement shall be made in accordance with the provisions of
Section 10.4 of the Participation Agreement (provided that Lessee or the
relevant Replacement Lender shall be obligated to pay the Transaction Expenses
arising in connection therewith), and (6) the Replacement Lender shall have
agreed to be subject to all of the terms and conditions of this Loan Agreement
(including the extension of the Maturity Date contemplated by the relevant
Extension Request), the Participation Agreement and the other Operative
Documents and shall have expressly assumed the obligations of such
Non-Consenting Eurodollar Lender with respect to such Non-Consenting Eurodollar
Lender's pro rata Purchase Commitment under the Capital Asset Purchase
Agreement as it relates to outstanding CP Loans. Agent hereby agrees to
cooperate with Borrower in Borrower's efforts to arrange one or more
Replacement Lenders as contemplated by this Section 2.2(e)(ii).

(iii) For purposes of Section 2.2(e)(i)(C), Lessee
may, on behalf of Borrower, repay the outstanding Eurodollar Loans of each
Non-Consenting Eurodollar Lender and all other amounts owing under the
Operative Documents to such Non-Consenting Eurodollar Lender at any time on or
prior to the date which is 180 days after the relevant Extension Response Date;
provided that (1) Borrower, to the extent of amounts received from Lessee,
shall repay all outstanding principal and accrued and unpaid interest on such
Non-Consenting Eurodollar Lender's Eurodollar Loans and all other amounts owing
under the Operative Documents to such Non-Consenting Eurodollar Lender on or
prior to the date of such repayment, (2) the Lessee shall be liable to such
Non-Consenting Eurodollar Lender under Section 11.6 of the Participation
Agreement if any Eurodollar Loan owing to such Non-Consenting Eurodollar Lender
shall be prepaid other than on the last day of the Interest Period relating
thereto, (3) Lessee shall be obligated to pay the Transaction Expenses arising
in connection with such repayment, if any, (4) the Commitment of such
Non-Consenting Eurodollar Lender shall be terminated on and as of the relevant
Extension Response Date, (5) the Aggregate Commitment Amount shall be reduced
by the amount of the Commitment of such Non-Consenting Eurodollar Lender and
may not be reborrowed after being so repaid (and no remaining Eurodollar Lender
shall be obligated to Fund the Commitment of the Non-Consenting Eurodollar
Lender) and (6) the obligations of such Non-Consenting Eurodollar Lender (in
its capacity as a Purchaser) with respect to such Non-Consenting Eurodollar
Lender's (in its capacity as a Purchaser) pro rata Purchase Commitment under
the Capital Asset Purchase Agreement as it relates to outstanding CP

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Loans shall be terminated on and as of the relevant Extension Response Date,
and Borrower shall prepay CP Lender an amount equal to the product of (x) the
outstanding principal amount of CP Loans and (y) a fraction, the numerator of
which is such Non-Consenting Eurodollar Lender's (in its capacity as a
Purchaser) pro rata Purchase Commitment and the denominator of which is the
aggregate Purchase Commitment of all Eurodollar Lenders (in their capacity as
Purchasers) and Lessee shall be liable to CP Lender for any amount owing under
Section 11.6 of the Participation Agreement if such CP Loan is prepaid other
than on the last day of any related Interest Period.

(iv) If Borrower is reasonably satisfied as to the
matters set forth in Section 2.2(e)(i)(A)(w) (with respect to the truth and
correctness of its own representations and warranties) and (x), Borrower shall
promptly deliver the certificate described in Section 2.2(e)(i)(A)(z).

(v) The failure of Borrower to satisfy all of the
conditions set forth in Section 2.2(e)(i) on or prior to the expiration of the
time periods set forth above shall not constitute a breach or default hereunder
but rather shall be deemed a revocation of Borrower's Extension Request and
Borrower's rights under this Section 2.2(e) shall terminate.

SECTION 2.3 Interest Payment Loans. Subject to satisfaction of
the applicable conditions precedent set forth in Section 6.4 of the
Participation Agreement, on each date which is three Business Days prior to any
Payment Date, with respect to Loans with Interest Periods maturing on such
Payment Date, unless either (i) such Loan relates to a Construction Period
Site, such Payment Date occurs after the Outside Completion Date and the
Construction Completion Date has not occurred prior to such Outside Completion
Date, in which case payment of such accrued interest shall be made with funds
received from Lessee for such purpose, or (ii) otherwise requested by Borrower
at least three Business Days prior to such Payment Date by written notice to
Agent (stating that the payment of such accrued interest shall be made with
funds received from Lessee for such purpose), Borrower shall be deemed to have
requested a borrowing pursuant to Section 2.1 of a CP Loan (if such accrued
interest relates to outstanding CP Loans with Interest Periods maturing on such
Payment Date) or Section 2.2 of a Eurodollar Loan (if such accrued interest
relates to outstanding Eurodollar Loans with Interest Periods maturing on such
Payment Date) (an "Interest Payment Loan") in an amount equal to the aggregate
amount of accrued Capitalized Interest due and payable on such date with
respect to such CP Loans or Eurodollar Loans, as the case may be. The Funding
date with respect to any such borrowing shall be the relevant Payment Date and
the proceeds of such borrowing shall be deemed to be applied to pay such
accrued Capitalized Interest.

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On each such Funding date, an Interest Payment Loan shall be automatically
deemed made in accordance with such deemed request, and the outstanding
principal on the applicable Site Notes shall be increased by an amount equal to
such Capitalized Interest.

SECTION 2.4 Notations on Notes. Agent, on behalf of each Lender,
is hereby authorized to record on the grid attached to the Tranche A CP Site
Note, the Tranche B CP Site Note, the Tranche A Eurodollar Site Note, the
Tranche B Eurodollar Site Note, the Tranche A CP Equipment Note, the Tranche B
CP Equipment Note, the Tranche A Eurodollar Equipment Note, or Tranche B
Eurodollar Equipment Note as applicable, the date and amount of each Funding
with respect to such Note, the amount of all Capitalized Interest and Interest
Payment Loans, each payment or repayment of principal, the type of interest
rate applicable thereto from time to time, the length of each Interest Period
with respect thereto (including, in the case of a Eurodollar Note for which the
Base Rate may, from time to time, be applicable, the period for which such Base
Rate applies), and the interest rate for such Interest Period. Any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided, that the failure to make any such recording
or errors in such recordation shall not affect the obligation of Borrower under
such instrument.

SECTION 2.5 Procedure for Borrowing, Continuation or Ownership
Interest Conversion.

(a) Advance Request. Subject to the terms, conditions
and limitations set forth in the Participation Agreement and this Loan
Agreement, Borrower shall borrow from CP Lender or from the Eurodollar Lenders
pursuant to their Commitments on each Advance Date upon receipt by Agent from
Lessee (either as Lessee or in its capacity as Construction Agent) of an
Advance Request in accordance with Section 3.13 of the Participation Agreement.

(b) Notice to CP Lender or Eurodollar Lender. Agent
shall notify either CP Lender, if Lessee shall have specified a CP Loan Funding
in its Advance Request, or Eurodollar Lenders, if Lessee shall have specified a
Eurodollar Loan Funding in its Advance Request, of Agent's receipt of such
Advance Request on the date of such receipt. Based on such notice, on the
Funding date either (i) CP Lender, if a CP Loan is specified, may make the
amount of the borrowing available for the account of Borrower or (ii) each
Eurodollar Lender, if a Eurodollar Loan is specified, will make the amount of
its pro rata share of the borrowing available to Agent for the account of
Borrower, in either case, at the office of Agent referred to in Section 3.10(c)
of the Participation Agreement prior to 1:00 p.m., New York time, on the
specified Advance Date in funds immediately available to Agent. If a CP Loan
is specified in the

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Advance Request and CP Lender elects not to make such CP Loan or does not make
the full amount of the borrowing available, then such Advance Request shall be
deemed to have specified a Eurodollar Loan Funding for the amount of borrowing
not made by CP Lender, and, provided that Agent notifies each Eurodollar Lender
prior to 2:00 p.m., New York time, on the specified Advance Date (otherwise on
the next succeeding Business Day following such notice to the Eurodollar
Lenders), each Eurodollar Lender will Fund the amount of its pro rata share of
the borrowing not Funded by CP Lender in accordance with clause (ii) of this
Section 2.5(b); provided that until Lessee specifies an interest rate based on
the Eurodollar Rate in accordance with Section 2.5(c), the interest rate on
such Eurodollar Loan shall be based on the Base Rate. The proceeds of all such
Loans will be made available to Borrower by Agent by crediting the account of
Borrower on the books of Agent, or such other account of Borrower as shall have
been designated by Borrower to Agent, with the aggregate of the amounts made
available by CP Lender and/or the Eurodollar Lenders, as the case may be, in
like funds as received by Agent.

(c) Continuation of Outstanding Loans. Subject to the
terms and conditions hereof and of the Participation Agreement, with respect to
each outstanding Loan, (x) if on the third Business Day prior to the maturity
of any Interest Period Agent shall not have received an Advance Request for a
Refinancing Advance pursuant to Section 2.5(a), Borrower shall, or (y) on any
Business Day from time to time during any Base Rate Period, Borrower may, give
Agent irrevocable written notice (a "Continuation Notice") not later than 1:00
p.m., New York time, specifying the following:

(i) the last day of the maturing Interest Period, which, in
the case of clause (y) above, shall be the day three Business Days
after the date of delivery of the Continuation Notice (the
"Continuation Date");

(ii) if the maturing Interest Period relates to a CP Loan, the
length of the next succeeding Interest Period or Interest Periods and
the principal amount relating to each such Interest Period; provided,
however, that Borrower may not select Interest Periods such that more
than five Payment Dates would fall due in any calendar month; and

(iii) if the maturing Interest Period relates to a Eurodollar
Loan, whether a Eurodollar Rate or a Base Rate will be applicable to
the next succeeding Interest Period.

In the absence of delivery of an Advance Request or a Continuation Notice at
least three Business Days before the last day of the maturing Interest Period,
(x) with respect to CP

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Loans, such portion of the outstanding CP Loan as to which such expiring
Interest Period relates shall, on the Continuation Date, continue as a CP Loan
with a CP Rate Period of 30 days (except if the interest rate (on a per annum
basis) on the Commercial Paper would exceed 24%, in which case such CP Loan
shall automatically convert to a Eurodollar Loan with an interest rate based on
the Base Rate until such time as the Eurodollar Rate is specified in accordance
with clause (y) of the preceding sentence of this Section 2.5(c)), and (y) with
respect to Eurodollar Loans, such portion of the outstanding Eurodollar Loan as
to which such expiring Interest Period relates shall, on the Continuation Date,
continue as a Eurodollar Loan with an interest rate of the same type as applied
to the expiring Interest Period.

(d) Conversion of Ownership Interest. If, pursuant to
the Capital Asset Purchase Agreement, the Eurodollar Lenders (in their capacity
as Purchasers) are required to purchase Ownership Interests, then, on the date
of the purchase of such Ownership Interest (the "Ownership Interest Conversion
Date") Lessee automatically and without further act shall be deemed to have
given an Advance Request requesting a borrowing of Eurodollar Loans, and each
Eurodollar Lender automatically and without further act shall be deemed to have
Funded on the Ownership Interest Conversion Date Eurodollar Loans with an
interest rate equal to the Eurodollar Rate, subject to Section 2.5(e), and the
CP Loan in which such Eurodollar Lender acquires an Ownership Interest shall
thereupon be converted to and be deemed a Eurodollar Loan.

(e) Conversion into Base Rate Upon Loan Event of Default.
If a Loan Event of Default occurs and is continuing, then (i) each CP Loan
shall, on the last day of the applicable Interest Period, convert to a
Eurodollar Loan with an interest rate based on the Base Rate, (ii) with respect
to each Eurodollar Loan with an interest rate based on the Eurodollar Rate,
such interest rate shall, on the last day of the applicable Interest Period,
convert to the Base Rate and (iii) the obligation of the Lenders to make, or to
convert Loans into, CP Loans or Eurodollar Loans with interest based on the
Eurodollar Rate shall be suspended; provided, however, that the interest rate
of any Eurodollar Loan with an interest rate based on the Eurodollar Rate shall
be converted to the Base Rate immediately upon the Loans (or any of them) being
declared to be due and payable, or becoming payable, pursuant to Section 6.

(f) Fundings by Agent. Unless Agent shall have been
notified in writing by any Eurodollar Lender prior to a borrowing that such
Eurodollar Lender will not make its share of such borrowing available to Agent,
Agent may assume that such Eurodollar Lender is making such amount available to
Agent, and Agent may, in reliance upon such assumption, make available to

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Borrower a corresponding amount. If such amount is not made available to Agent
by the required time on the Funding date therefor, such Eurodollar Lender shall
pay to Agent, on demand, such amount with interest thereon at a rate equal to
the daily average Federal Funds Effective Rate for the period until such
Eurodollar Lender makes such amount immediately available to Agent. A
certificate of Agent submitted to any Eurodollar Lender with respect to any
amounts owing under this Section 2.5(f) shall be conclusive in the absence of
manifest error. If such Eurodollar Lender's share of such borrowing is not
made available to Agent by such Eurodollar Lender within three Business Days of
such Funding date, Agent shall also be entitled to recover such amount with
interest thereon at the Base Rate, on demand, from Borrower.

SECTION 2.6 Prepayments.

(a) Scheduled Repayments. Borrower shall, on each
Quarterly Payment Date, make scheduled repayments of principal to the Lenders
in an amount equal to the aggregate Equipment Fixed Rent payable by Lessee on
such date under the Equipment Lease Supplements. Agent shall, on the grid of
each Note, allocate such scheduled repayments among CP Lender and Eurodollar
Lenders, first to the Eurodollar Lenders and then to CP Lender as set forth in
Section 5.2, such allocation to be final and conclusive absent manifest error.
The amount to be applied to repayment of Eurodollar Loans shall be distributed
pro rata among the Eurodollar Lenders based on each Eurodollar Lender's
Commitment Percentage.

(b) Voluntary. Borrower may at any time and from time to
time prepay the Loans, in whole or in part, without premium or penalty (subject
to Section 11.6 of the Participation Agreement), upon at least four Business
Days' written notice to Agent, specifying the date and amount of prepayment and
the Site and/or Equipment Group to which such Loans are allocable. Upon
receipt of any such notice Agent shall promptly notify either CP Lender, if
such prepayment relates to CP Loans, or each Eurodollar Lender, if such
prepayment relates to Eurodollar Loans, thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to Section 11
(including without limitation Section 11.6) of the Participation Agreement.
Notwithstanding the foregoing, if such prepayment relates to the prepayment of
Eurodollar Loans with the proceeds of CP Loans or the repayment of CP Loans
with Eurodollar Loans then the notice and manner of prepayment shall be carried
out pursuant to Section 3.5 of the Participation Agreement and Section 5.6
hereof.

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the Lease or Articles XX or XXII of the Lease shall be used to prepay the
outstanding Loans and shall be applied to the outstanding Loans and the
Borrower's Investment Amount in the manner set forth at Section 5.3.

SECTION 2.7 Computation of Interest. (a) All computations of
interest (including amounts based on the Overdue Rate) shall be made by Agent
pursuant to Section 4.4 of the Participation Agreement, subject to the
limitations of Section 4.5 of the Participation Agreement. CP Lender shall as
soon as practicable notify Borrower and Agent of each determination of a CP
Rate. Agent shall as soon as practicable notify Borrower, Lessee and each
Eurodollar Lender of each determination of a Eurodollar Rate. Any change in
the interest rate on a Eurodollar Loan resulting from a change in the Base Rate
or the Eurocurrency Reserve Requirements shall become effective as of the
opening of business on the day on which such change becomes effective. Agent
shall as soon as practicable notify Borrower, Lessee and each Eurodollar Lender
of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by Agent or CP
Lender in accordance with any provision of this Loan Agreement shall be
conclusive and binding on Borrower and, in the case of a Eurodollar Loan,
Eurodollar Lenders in the absence of manifest error. Agent shall, at the
request of Borrower (which request shall not be made more frequently than once
during each fiscal quarter of Lessee), deliver to Borrower a statement showing
the quotations used by Agent in determining any interest rate pursuant to
subsection (a) of this Section 2.7.

SECTION 2.8 Pro Rata Treatment and Payments. (a) Each borrowing
by Borrower from Eurodollar Lenders hereunder shall be made pro rata among
Eurodollar Lenders according to the respective Commitment Percentages of each
such Eurodollar Lender and shall be allocated as Tranche A Eurodollar Loans and
Tranche B Eurodollar Loans as provided for at Section 2.2. Except as otherwise
provided in Section 5, each payment (including each prepayment) by Borrower on
account of principal of and interest on the (i) Eurodollar Loans shall be made
pro rata among Eurodollar Lenders (and their respective Tranche A Eurodollar
Loans and Tranche B Eurodollar Loans) according to the respective outstanding
principal amounts of the Eurodollar Loans then held by each such Eurodollar
Lender, and (ii) CP Loans shall be made pro rata among CP Lender's respective
Tranche A CP Loans and Tranche B CP Loans in accordance with the applicable
Tranche A Percentage and Tranche B Percentage.

(b) All payments (including prepayments) to be made by
Borrower hereunder and under the Notes, whether on account of principal,
interest or otherwise, shall be made without setoff or

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counterclaim and shall be made prior to 1:00 p.m., New York time, on the due
date thereof to Agent, for the account of either CP Lender or Eurodollar
Lenders, as the case may be, at Agent's office referred to in Section 13.3 of
the Participation Agreement, in Dollars and in immediately available funds.
Agent shall distribute such payments to Lenders promptly upon receipt in like
funds as received; provided, however, that any payments for the benefit of CP
Lender shall be paid to CP Administrative Agent. If any payment hereunder
(other than payments on the Loans) becomes due and payable on a day other than
a Business Day, such payment shall be extended to the next succeeding Business
Day. If any payment on a Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such
payment into another calendar month, in which event such payment shall be made
on the immediately preceding Business Day. In the case of any extension of any
payment of principal pursuant to the preceding two sentences, interest thereon
shall be payable at the then applicable rate during such extension.

SECTION 3.

CONDITIONS PRECEDENT

The agreement of each Lender to make the Loan requested to be made by
it on any Advance Date is subject to the satisfaction of the conditions
precedent thereto set forth in Article 6 of the Participation Agreement.

SECTION 4.

COVENANTS AND LIMITATIONS

SECTION 4.1 Borrower Covenants. So long as the Commitments
remain in effect, any Note remains outstanding and unpaid or any other amount
is owing to any Lender or Agent hereunder or under the other Operative
Documents:

(a) Further Assurances. At any time and from time to
time, upon the written request of Agent, Borrower, at its sole expense, will
promptly and duly execute and deliver such further instruments and documents
and take such further action as Agent or the Required Lenders may reasonably
deem necessary for the purpose of obtaining or preserving the full benefits of
this Loan Agreement and the other Operative Documents and of the rights and
powers herein or therein granted.

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(b) Notices. If on any date Borrower shall obtain actual
knowledge of the occurrence of a Lease Default or Lease Event of Default,
Borrower will give written notice thereof to Agent within two Business Days
after such date.

(c) Discharge of Liens. Borrower will not create or
permit to exist at any time, and will, at its own expense, promptly take such
action as may be necessary to duly discharge, or cause to be discharged, all
Lessor Liens attributable to it, provided that Borrower shall not be required
to discharge any Lessor Lien while the same is being contested in good faith by
appropriate proceedings diligently prosecuted so long as such proceedings shall
not involve any material danger of impairment of any of the Liens contemplated
by the Security Documents or of the sale, forfeiture or loss of, and shall not
materially interfere with the disposition of, any of the Leased Property or
title thereto or any interest therein or the payment of Rent; provided,
further, that a Lessor Lien applicable to a particular Site or Equipment Group
shall be discharged by Borrower prior to any transfer or sale of such Site or
Equipment Group, and all Lessor Liens shall be discharged by Borrower prior to
the Maturity Date.

SECTION 4.2 Non-Recourse Obligations. Each Lender agrees that it
and each successor, assign, or participant of any Loan or Note of such Lender
will look solely to the amounts received by Agent under the Lease and the
proceeds of all other Collateral for payment of any and all amounts due
hereunder or under the other Operative Documents. No recourse to or against
Borrower (other than in respect of any obligations that may arise solely as a
result of Borrower's breach of its obligations under Section 4.1(c) or any
misrepresentation or breach of warranty made by Borrower under Section 8.2 of
the Participation Agreement) or any employee, officer, director, incorporator,
stockholder or agent of Borrower shall be had for the payment of any amount
owing by Borrower under this Agreement or the other Operative Documents, or for
the payment by Borrower of any fee in respect hereof or any other obligation or
claim of or against Borrower arising out of or based upon this Loan Agreement
or the other Operative Documents.

SECTION 5.

DISTRIBUTIONS OF PAYMENTS AND COLLATERAL PROCEEDS

SECTION 5.1 [RESERVED].

SECTION 5.2 Basic Rent. Each payment of Basic Rent (and any
payment of interest on overdue installments of Basic Rent) received by Agent
shall be distributed by Agent as promptly as

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possible (it being understood that any payments of Basic Rent received by Agent
on a timely basis and in accordance with the provisions of the Lease shall be
distributed on the date received in the funds so received) in the following
order of priority:

first, so much of the Basic Rent as shall equal the Equipment
Fixed Rent shall be distributed and paid pro rata to the Eurodollar
Lenders to reduce the outstanding principal portion of the Eurodollar
Equipment Loans;

second, so much of the Basic Rent as shall equal any remaining
Equipment Fixed Rent shall be distributed and paid to CP Lender to
reduce the outstanding principal portion of the CP Equipment Loans,
plus, on the Special Prepayment Date, an additional $10,000 of Basic
Rent shall be distributed to CP Lender, applied against the
outstanding principal portion of the Tranche B CP Loans and used to
pay maturing Commercial Paper on such date, and shall not be
distributed to Borrower as Yield pursuant to clause fifth;

third, so much of the Basic Rent as shall equal the aggregate
amount of interest (as well as any interest on (to the extent
permitted by Applicable Laws and Regulations) overdue interest) then
due on the CP Loans and/or the Eurodollar Loans (but excluding any
amounts described in clause fourth below), as the case may be, shall
be distributed and paid pro rata to CP Lender and/or the Eurodollar
Lenders, as applicable;

fourth, so much of the Basic Rent as shall equal the aggregate
amount of the advance made be Credit Suisse First Boston pursuant to
Section 2(k) of the Capital Asset Purchase Agreement, together with
interest (as well as any interest on (to the extent permitted by
Applicable Laws and Regulations) overdue interest) then due to Credit
Suisse First Boston as a result of such advance, shall be distributed
and paid to Credit Suisse First Boston; and

fifth, the balance, if any, of such Basic Rent payment
remaining thereafter shall be distributed to Borrower as a payment of
Yield due on the Investment Amount and Deemed Yield (as well as any
interest on (to the extent permitted by Applicable Laws and
Regulations) overdue Yield and Deemed Yield).

SECTION 5.3 Purchase Payments by Lessee. Any payment received by
Agent as a result of:

(a) the purchase of any Site or Equipment Group in
connection with Lessee's exercise of its Purchase Option under Section
20.1 of the Lease;

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(b) Lessee's compliance with its obligation to purchase a
Site or an Equipment Pool in accordance with Section 20.2 of the
Lease;

(d) the payment of the Equipment Group Balance in
accordance with Section 15.1(f)(i) of the Lease;

(e) the payment of the Property Balance in accordance
with Section 16.2(b) of the Lease; or

(f) the Lessee failing to fulfill one or more of the
conditions to exercise of the Remarketing Option pursuant to Article
XXII of the Lease and Agent's receipt pursuant to Article XXII of the
Lease of (i) the Gross Proceeds, if any, from the sale of certain
Sites and Equipment Pools, as the case may be, consented to by Agent,
the Borrower and the Required Participants and (ii) the remainder of
the Property Balance for such Site or Equipment constituting such
Equipment Pool from the Lessee,

shall be distributed by Agent as promptly as possible (it being understood that
any such payment received by Agent on a timely basis and in accordance with the
provisions of the Lease shall be distributed on the date on which such funds
are so received) as follows:

(x) in the case of a purchase or payment for all of
the Leased Property remaining subject to the Lease, to the
Participants pro rata in accordance with, and for application
to, their respective Participant Balances; or

(y) in the case of a purchase of or payment relating
to one or more Sites, but not of all Leased Property, to the
Participants pro rata in the proportion that the unpaid
principal amount of the related Site Loan held by each Lender
or the Investment Amount funded by Borrower, respectively, in
respect of such Site or Sites bears to the sum of (i) the
aggregate unpaid principal amount of the Site Loans of all of
the Lenders relating to such Site or Sites and (ii) all
Investment Amounts funded with respect to such Site or Sites;
or

(z) in the case of a purchase of or payment relating
to one or more Equipment Groups (including an entire Equipment
Pool), but not of all Leased Property, to the Participants pro
rata in the proportion that the

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unpaid principal amount of the related Equipment Loan held by
each Lender or the Investment Amount funded by Borrower,
respectively, in respect of such Equipment Group or Equipment
Groups bears to the sum of (i) the aggregate unpaid principal
amount of the Equipment Loans funded for such Equipment or
Equipment Groups by all of the Lenders and (ii) all Investment
Amounts funded for such Equipment Group or Equipment Groups.

SECTION 5.4 AMAT Recourse Amounts Payment by Lessee. The payment
by Lessee to Agent of the AMAT Recourse Amount relating to a Site or an
Equipment Pool plus, in the case of a Site that constitutes a 25% Property, the
excess of the Land Balance over the Land Proceeds, in each case in accordance
with Article XXII of the Lease upon Lessee's exercise of the Remarketing Option
with respect to such Site or such Equipment Pool shall be distributed by Agent
as promptly as possible (it being understood that any such payment received by
Agent on a timely basis in accordance with the provisions of the Lease shall be
distributed on the date on which such funds are so received) in the following
order of priority:

first, to the Tranche A Lenders for application to pay the
Tranche A Participant Balance relating to such Site or such Equipment
Pool of each Tranche A Lender; and

second, to the Tranche B Lenders for application to pay the
Tranche B Participant Balance relating to such Site or such Equipment
Pool of each Tranche B Lender, and in the case where the amounts so
distributed shall be insufficient to pay in full as aforesaid, then
pro rata among the Tranche B Lenders without priority of one Tranche B
Lender over the other in the proportion that each such Tranche B
Lender's Tranche B Participant Balance bears to the aggregate Tranche
B Participant Balances of all Tranche B Lenders; and

third, to Borrower for application to Borrower's Participant
Balance.

SECTION 5.5 Sales Proceeds and Other Payments from Remarketing of
Leased Properties. Any payments received by Agent as Gross Proceeds from the
sale of a Site or an Equipment Pool pursuant to Lessee's exercise of the
Remarketing Option pursuant to Article XXII of the Lease, together with any
payment made by Lessee to the extent of Excess Gross Proceeds pursuant to
Sections 21.1(d)(ii), 21.1(e) or 22.2(b) of the Lease or as a result of an
appraisal pursuant to Section 22.5 of the Lease or Section 11.9 of the
Participation Agreement, shall be distributed by Agent as promptly as possible
(it being understood that any such payment received by Agent on a timely basis
and in

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accordance with the provisions of the Lease shall be distributed on the date
received) in the funds so received in the following order of priority:

first, to the Tranche B Lenders for application to pay the
Tranche B Participant Balance relating to such Site or such Equipment
Pool of each Tranche B Lender, and in the case where the amount so
distributed shall be insufficient to pay in full as aforesaid, then
pro rata among the Tranche B Lenders without priority of one Tranche B
Lender over the other in the proportion that each Tranche B Lender's
Tranche B Participant Balance bears to the aggregate Tranche B
Participant Balances of all Tranche B Lenders,

second, to Borrower for application to Borrower's Participant
Balance, and

third, the balance, if any, of such Gross Proceeds and
payments remaining thereafter to, or as directed by, Lessee.

SECTION 5.6 Other Prepayment Amounts. Any Funding on an Advance
Date of CP Loans, the proceeds of which are to be used to repay outstanding
Eurodollar Loans or Eurodollar Loans the proceeds of which are to be used to
repay CP Loans, as provided for at Section 3.5 of the Participation Agreement
shall be distributed by Agent as promptly as possible (it being understood that
any such proceeds received by Agent on a timely basis and in accordance with
the provisions of the Participation Agreement shall be distributed on the date
received in funds so received) as follows:

(i) if such Advance is funded with CP Loans, the
proceeds from the CP Loans Funded on such Advance Date shall be paid
to the Eurodollar Lenders to pay in full the Participant Balance of
each Eurodollar Lender, and

(ii) if such Advance is funded with Eurodollar Loans,
the proceeds from the Eurodollar Loans Funded on such Advance Date
shall be paid to CP Lender to pay in full the Participant Balance of
CP Lender.

SECTION 5.7 Supplemental Rent. All payments of Supplemental Rent
received by Agent (excluding any amounts payable pursuant to any other
provision of this Section 5) shall be distributed promptly by Agent upon
receipt thereof to the Persons entitled thereto pursuant to the Operative
Documents.

SECTION 5.8 Excepted Payments. Notwithstanding any other
provision of this Loan Agreement or the Security Documents, any Excepted
Payment received at any time by Agent shall be

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distributed promptly to the Person entitled to receive such Excepted Payment
pursuant to the Operative Documents.

SECTION 5.9 Distribution of Payments after Loan Event of Default.
(a) All payments received and amounts realized by Agent after a Loan Event of
Default exists, including proceeds from the sale of any of the Collateral
(other than Pledge Collateral, the distribution of which is provided in Section
5.14), proceeds of any amounts from any insurer or any Governmental Authority
in connection with any Casualty or Condemnation, from Lessee as payment in
accordance with the Lease, including any payment received from Lessee pursuant
to Section 17 of the Lease, shall, if received by Borrower, be paid to Agent as
promptly as possible and shall be distributed by Agent as promptly as possible
(it being understood that any such payment received by Agent on a timely basis
and in accordance with the provisions of the Operative Documents shall be
distributed on the date received in the funds so received) in the following
order of priority:

first, so much of such payment or amount as shall be required
to reimburse Agent for any tax, expense or other loss incurred by
Agent (to the extent not previously reimbursed and to the extent
incurred in connection with any duties as Agent) and any unpaid
ongoing fees of Agent shall be distributed to Agent for its own
account;

second, so much of such payments or amounts as shall be
required to reimburse the then existing or prior Participants for
payments made by them to Agent pursuant to Section 12.4 of the
Participation Agreement (to the extent not previously reimbursed);
provided that, with respect to any Participant, such Participant shall
not be entitled to reimbursement pursuant to this clause second for
payments made by it under Section 12.4 of the Participation Agreement
to the extent that the amounts to be reimbursed would constitute a
Claim excluded from indemnification pursuant to Section 11.1 of the
Participation Agreement;

third, so much of such amount as shall be required to pay in
full each Lender's Participant Balance, and in the case that the
amount so to be distributed shall be insufficient to pay in full as
aforesaid, then, pro rata among Lenders without priority of one Lender
over the other in the proportion that each Lender's Participant
Balance bears to the aggregate Participant Balances of all of the
Lenders;

fourth, so much of such amount or amounts as shall be required
to pay in full the Participant Balance of Borrower; and

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fifth, the balance, if any, of such payment or amounts
remaining thereafter shall be promptly distributed to, or as directed
by, the Lessee.

(b) During the occurrence and continuance of a Loan Event of
Default, all amounts (other than Excepted Payments and proceeds from the
liquidation of Pledge Collateral) received or realized by Agent and otherwise
distributable pursuant to Sections 5.2 and 5.3 shall be distributed as provided
for in Section 5.9(a) above.

SECTION 5.10 Other Payments. (a) Except as otherwise provided in
Sections 5.2, 5.3, 5.9 and paragraph (b) below,

(i) any payment received by Agent for which no provision as
to the application thereof is made in the Operative Documents or
elsewhere in this Section 5, and

(ii) all payments received and amounts realized by Agent
under the Lease or otherwise with respect to the Collateral to the
extent received or realized at any time after indefeasible payment in
full of the Participant Balances of all of the Lenders and any other
amounts due and owing to Lenders or Agent,

shall be distributed forthwith by Agent in the order of priority set forth in
Section 5.3 (in the case of any payment described in clause (i) above) or in
Section 5.9 hereof (in the case of any payment described in clause (ii) above),
except that in the case of any payment described in clause (ii) above, such
payment shall be distributed omitting clause third of such Section 5.9; and the
balance, if any, (in the case of any payment described in clause (i) or (ii)
above) shall be distributed to, or as directed by, the Lessee.

(b) Except as otherwise provided in Sections 5.2 and 5.3
hereof, any payment received by Agent for which provision as to the application
thereof is made in an Operative Document but not elsewhere in this Section 5
shall be distributed forthwith by Agent to the Person and for the purpose for
which such payment was made in accordance with the terms of such Operative
Document.

SECTION 5.11. Casualty and Condemnation Amounts. Any amounts
payable to Agent as a result of a Casualty or Condemnation pursuant to Section
15.1 of the Lease (but excluding any amounts payable pursuant to Section
15.1(f)(i) or Section 16.2 of the Lease) shall, if no Lease Event of Default
exists, be paid over to Lessee for the rebuilding or restoration of the Leased
Property to which such Casualty or Condemnation applied, and any excess
proceeds shall be applied pursuant to Section 5.10 of this Loan Agreement. If
a Lease Event of Default exists, then

22
26
during the continuance of such Lease Event of Default, all such amounts shall
be held by Agent as Collateral in the Account and upon exercise of Agent's
remedies hereunder shall be distributed pursuant to Section 5.9.

SECTION 5.12 Order of Application. To the extent any payment made
to any Participant pursuant to Sections 5.3, 5.4, 5.5, 5.8 or 5.13 is
insufficient to pay in full the Participant Balance of such Participant, then
each such payment shall first be applied to accrued interest or Yield and then
to principal or Investment Amounts, as applicable.

SECTION 5.13 Distribution of Advance for Prepayment of Outstanding
Loans. The portion of the proceeds of an Advance funded with a CP Loan
received by Agent that is to be used to repay outstanding Eurodollar Loans, as
set forth in the related Advance Request, shall be distributed by Agent to
Eurodollar Lenders for application to pay in full each such Eurodollar Lenders'
Participant Balance.

SECTION 5.14 Proceeds of Pledge Collateral. Any payments received
by Agent as proceeds from the sale of the Pledge Collateral shall be
distributed by Agent as promptly as possible (it being understood that any such
payment received by Agent on a timely basis and in accordance with the
provisions of the Pledge Agreement shall be distributed on the date received)
in the funds so received in the following order of priority:

first, to the Tranche A Lenders for application to pay in full
the Tranche A Participant Balance of each Tranche A Lender, and in the
case where the amount so distributed shall be insufficient to pay in
full as aforesaid, then pro rata among the Tranche A Lenders without
priority of one Tranche A Lender over the other in the proportion that
each Tranche A Lender's Tranche A Participant Balance bears to the
aggregate Tranche A Participant Balances of all Tranche A Lenders; and

second, the balance, if any, of such payment of proceeds
remaining thereafter shall be promptly distributed to, or as directed
by, the Lessee.

SECTION 6.

LOAN EVENT OF DEFAULT

SECTION 6.1 Loan Event of Default. Each of the following events
shall constitute a "Loan Event of Default" (whether any such event shall be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with

23
27
any judgment, decree or order of any court or any order, rule or regulation of
any Governmental Authority) and each such Loan Event of Default shall continue
so long as, but only as long as, it shall not have been remedied:

(a) the failure by Borrower to make any (i) payment of
interest or any repayment pursuant to Section 2.6(a) when due and such failure
shall continue unremedied for a period of five (5) days, (ii) any prepayment
when due pursuant to Section 2.6(b) or 2.6(c), or (iii) any payment due and
payable on the Maturity Date; or

(b) the failure by Borrower in any material respect to
timely perform any other covenant or condition herein and such failure shall
continue for a period of ninety (90) days after written notice thereof to
Borrower and Lessee from Agent; or

(c) any representation or warranty by Borrower in any
Operative Document or in any certificate or document delivered thereunder shall
have been incorrect in a material respect when made and shall remain material
when discovered and if curable shall continue unremedied for a period of 30
days after written notice thereof to Borrower from Agent; or

(d) Borrower shall (i) admit in writing its inability to
pay its debts generally as they become due, (ii) file a petition under the
United States bankruptcy laws or any other applicable insolvency law or statute
of the United States of America or any State or Commonwealth thereof, (iii)
make a general assignment for the benefit of its creditors, (iv) consent to the
appointment of a receiver of itself or the whole or any substantial part of its
property, (v) fail to cause the discharge of any custodian, trustee or receiver
appointed for Borrower or the whole or a substantial part of its property
within ninety (90) days after such appointment, (vi) file a petition or answer
seeking or consenting to reorganization under the United States bankruptcy laws
or any other applicable insolvency law or statute of the United States of
America or any State or Commonwealth thereof, or (vii) take corporate action
for the purposes of effectuating any of the foregoing;

(e) insolvency proceedings or a petition under the United
States bankruptcy laws or any other applicable insolvency law or statute of the
United States of America or any State or Commonwealth thereof shall be filed
against Borrower and not dismissed within ninety (90) days from the date of its
filing, or a court of competent jurisdiction shall enter an order or decree
appointing, without the consent of Borrower, a receiver of Borrower or the
whole or a substantial part of its property, and such order or decree shall not
be vacated or set aside within sixty (60) days from the date of the entry
thereof;

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28
(f) a Lease Event of Default shall occur and be
continuing.

SECTION 6.2 Remedies.

(a) (i) Subject to the provisions of clause (h) of this
Section 6.2, upon the occurrence of a Loan Event of Default, (A) if such event
is a Loan Event of Default specified in clauses (d) or (e) of Section 6.1 or a
Loan Event of Default arising from a Lease Event of Default specified in clause
(f) or clause (h) of Section 17.1 of the Lease, automatically the Eurodollar
Lenders' Commitments shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Loan Agreement
and the Notes shall immediately become due and payable, and (B) if such event
is any other Loan Event of Default, either or both of the following actions may
be taken: (1) with the consent of the Required Lenders, Agent may, or upon the
request of the Required Lenders, Agent shall, by notice of default to Borrower,
declare the Eurodollar Lenders' Commitments to be terminated forthwith
whereupon the Eurodollar Lenders' Commitments shall immediately terminate and
(2) with the consent of the Required Lenders, Agent may, or upon the request of
the Required Lenders, Agent shall, by notice of default to Borrower, declare
the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Loan Agreement and the Notes to be due and payable forthwith,
whereupon the same shall immediately become due and payable; provided, however,
that notwithstanding the existence of any Loan Event of Default, so long as any
CP Loan shall be outstanding, no Eurodollar Lender's Commitment to the extent
necessary to purchase its pro rata share of the Ownership Interests in such CP
Loan under the Capital Asset Purchase Agreement shall terminate. Subject to
the limitations set forth in Section 6.2(a)(ii) and Section 6.2(g), upon the
occurrence of a Loan Event of Default, Agent shall, upon written instructions
of the Required Lenders, exercise any or all remedies available to it under the
Loan Documents by suit or suits or proceedings in equity, at law or in
bankruptcy, and whether for the specific performance of any covenant or
agreement herein contained or in execution or aid of any power herein granted,
or for foreclosure hereunder, or for the appointment of a receiver or receivers
for the Leased Property or any other property subject to any Lien held by
Agent, or for the recovery of judgment for the indebtedness secured thereby
(including the Investment Amounts due Lessor) or for the enforcement of any
other proper, legal or equitable remedy available under Applicable Laws and
Regulations; provided, however, notwithstanding the foregoing, if in accordance
with the provisions of this clause (a)(i) Agent undertakes to foreclose (by the
power of sale or judicial foreclosure) on the Leased Property or any other
property subject to any Lien held by Agent, then, to the extent necessary (and
only to the extent necessary)

25
29
to outbid any independent third party which may be bidding at such foreclosure
sale, Agent shall credit bid for the Leased Property subject to the foreclosure
an amount equal to the lesser of (i) the Fair Market Value of such Leased
Property, and (ii) the amount secured by the Lien being foreclosed upon.

(ii) Notwithstanding anything stated to the contrary in Section
6.2(a)(i) or in the other Operative Documents, upon the occurrence of a Loan
Event of Default specified in clause (b), (c), (d) or (e) of Section 6.1 that
does not also constitute a Lease Event of Default, but subject to the proviso
set forth below, Agent's sole remedy shall be to exercise its rights under
Section 10.3 of the Participation Agreement to direct Borrower to transfer to a
Replacement Lessor (as such term is defined in Section 10.3(b) of the
Participation Agreement) all of Borrower's right, title, interest and duties
and obligations in respect to the Leased Property; provided, however, if

(A) Borrower fails or refuses for any reason whatsoever to cause such transfer
to a Replacement Lessor to be consummated within 60 days following Agent's
direction to do so, or

(B) as a result of a court order or bankruptcy stay, Agent is prohibited for
any reason from requesting Borrower to cause such transfer to a Replacement
Lessor,

then the limitations on Agent's remedies set forth in this Section 6.2(a)(ii)
shall no longer apply and Agent shall be free to exercise all rights set forth
above in Section 6.2(a)(i) without limitation. Except as expressly provided
above in this Section 6.2, presentment, demand, protest and all other notices
of any kind are hereby expressly waived.

(b) Upon the occurrence of any Loan Event of Default that
is also a Lease Event of Default and at any time thereafter so long as any Loan
Event of Default shall be continuing, Agent shall, upon the written
instructions of the Required Participants, exercise any or all of the rights
and powers and pursue any and all of the remedies available to it as the
assignee of Borrower's rights under the Lease and the other Operative Documents
for the benefit of all of the Participants.

(c) Without limiting the foregoing, upon the occurrence
of any Loan Event of Default that is also a Lease Event of Default, Agent shall
not, without the consent of Borrower, undertake any actions, suits or
proceedings against the Collateral pursuant to Section 6.2(a)(i) above without
also independently exercising substantial remedies in respect of the Lease.

26
30
(d) Except as expressly provided above, no remedy under
this Section 6.2 is intended to be exclusive, but each shall be cumulative and
in addition to any other remedy provided under this Section 6.2 or under the
other Operative Documents or otherwise available at law or in equity. The
exercise by Agent or any Lender of any one or more of such remedies shall not
preclude the simultaneous or later exercise of any other remedy or remedies.
No express or implied waiver by Agent or any Lender of any Loan Event of
Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Loan Event of Default. The failure or delay of Agent or any Lender
in exercising any rights granted it hereunder upon any occurrence of any of the
contingencies set forth herein shall not constitute a waiver of any such right
upon the continuation or recurrence of any such contingencies or similar
contingencies and any single or partial exercise of any particular right by
Agent or any Lender shall not exhaust the same or constitute a waiver of any
other right provided herein.

(e) No failure to exercise and no delay in exercising, on
the part of Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.

(f) Notwithstanding the foregoing provisions of this
Section 6.2 or the terms and conditions of the other Operative Documents,
unless otherwise agreed to by the Required Lenders, it is agreed among the
Participants that until all of the Loans and other amounts due and owing to
Lenders have been indefeasibly paid in full, all causes of action and remedies
which may be pursued for the benefit of the Participants will be brought only
by Agent (or any co-agent permitted by the Operative Documents) at the
direction of the Participants which direction shall be given pursuant to this
Section 6.2 and Section 13.3 of the Participation Agreement.

(g) Notwithstanding anything to the contrary set forth in
this Section 6.2, if there exists a Loan Event of Default and no Lease Event of
Default exists, Agent shall not exercise remedies under the Security Documents
against Lessee.

(h) Notwithstanding the termination of the Eurodollar
Lenders' Commitments and the acceleration of the Loans and other amounts owing
under this Loan Agreement in accordance with the provisions of Section 6.2(a),
effective upon the transfer by Borrower to a Replacement Lessor of all of
Borrower's right, title, interest and duties and obligations in respect to the
Leased Property in accordance with the provisions of Section 10.3

27
31
of the Participation Agreement, the Eurodollar Lenders' Commitments shall
automatically be reinstated and the Loan Event of Default(s) that gave rise to
such acceleration shall be deemed cured.

(i) Borrower shall be liable for any and all accrued and
unpaid amounts due hereunder before, after or during the exercise of any of the
foregoing remedies, including all reasonable legal fees and other reasonable
costs and expenses incurred by Agent or any Lender by reason of the occurrence
of any Loan Event of Default or the exercise of remedies with respect thereto.

SECTION 7.

MISCELLANEOUS

SECTION 7.1 Amendments and Waivers. Neither this Loan Agreement,
any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of Section
13.5 of the Participation Agreement.

SECTION 7.2 Notices. All notices, requests and demands to or
upon the respective parties hereto shall be given in accordance with Section
13.3 of the Participation Agreement.

SECTION 7.3 No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

SECTION 7.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Loan
Agreement and the Notes and the making of the Loans hereunder.

SECTION 7.5 Successors and Assigns; Assignment. This Loan
Agreement shall be binding upon and inure to the benefit of Borrower, Lenders,
Agent, all future lenders and their respective successors and assigns, except
that Borrower may not assign or transfer any of its rights or obligations under
this Loan

28
32
Agreement and Lenders may not assign or transfer any of their rights or
obligations under this Loan Agreement or their interest in the Notes held by
Agent except in compliance with Section 10.4 of the Participation Agreement.

SECTION 7.6 Adjustments. If any Lender (a "Benefitted Lender")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by setoff, pursuant to events or proceedings of the nature
referred to in Section 6.1(d) or (e), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender's Loans, or interest thereon, such Benefitted
Lender shall purchase for cash from the other Lenders a participating interest
in such portion of each such other Lender's Loan, or shall provide such other
Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such Benefitted Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

SECTION 7.7 Counterparts. This Loan Agreement may be executed by
one or more of the parties to this Loan Agreement on any number of separate
counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of
the copies of this Loan Agreement signed by all the parties shall be lodged
with Borrower and Agent.

SECTION 7.8 Severability. Any provision of this Loan Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

SECTION 7.9 Intention. This Loan Agreement and the other
Operative Documents represent the agreement of Borrower, Agent and Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by Agent or any Lender relative to subject matter
hereof not expressly set forth or referred to herein or in the other Operative
Documents.

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33
SECTION 7.10 GOVERNING LAW. THIS LOAN AGREEMENT AND THE NOTES
HAVE BEEN DELIVERED IN NEW YORK AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS LOAN AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER
CHOICE OF LAWS AND CONFLICTS RULES OF SUCH STATE.

SECTION 7.11 Prohibited Proceeding. Each of Borrower, Eurodollar
Lenders and Agent hereby agrees that, it shall not institute against, or join
any other person in instituting against, CP Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law, for one year
and a day after the latest maturing commercial paper note issued by CP Lender
is paid. This Section 7.11 shall survive termination of this Agreement.

SECTION 7.12 Source of Funds. Notwithstanding anything to the
contrary contained in this Loan Agreement, any obligations of CP Lender under
Section 7.6 shall be payable by CP Lender solely from excess cash flow from CP
Lender's operations which is not otherwise required to repay when due
commercial paper notes issued by CP Lender.

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34
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.

CREDIT SUISSE LEASING 92A, L.P., as
Borrower

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, its General Partner

By: /s/ XXXX XXXXXXXXXX-XXXXX
------------------------------
Name: Xxxx Xxxxxxxxxx-Xxxxx
----------------------------
Title: Vice President
---------------------------

By: /s/ XXXX XXXXX
------------------------------
Name: Xxxx Xxxxx
----------------------------
Title: Associate
---------------------------

CREDIT SUISSE FIRST BOSTON,
acting through its New York Branch,
as Agent

By: /s/ XXXX XXXXXXXXXX-XXXXX
------------------------------
Name: Xxxx Xxxxxxxxxx-Xxxxx
----------------------------
Title: Vice President
---------------------------

By: /s/ XXXX XXXXX
------------------------------
Name: Xxxx Xxxxx
----------------------------
Title: Associate
---------------------------

S-1 LOAN AGREEMENT

GREENWICH FUNDING CORPORATION,
as CP Lender

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as Attorney-in-fact

By: /s/ XXXXXX XXXXX
------------------------------
Name: Xxxxxx Xxxxx
----------------------------
Title: Vice President
---------------------------

By: /s/ XXXXXXX XXXXX
------------------------------
Name: Xxxxxxx Xxxxx
----------------------------
Title: Associate
---------------------------

S-2 LOAN AGREEMENT

BANQUE NATIONALE DE PARIS,
as Eurodollar Lender

By: /s/ XXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxxx
----------------------------
Title: Vice President
---------------------------

By: /s/ XXXXXXX X. DAY
------------------------------
Name: Xxxxxxx X. Day
----------------------------
Title: Assistant Vice President
---------------------------

S-3 LOAN AGREEMENT

CREDIT SUISSE FIRST BOSTON,
as Eurodollar Lender

By: /s/ XXXX XXXXXXXXXX-XXXXX
------------------------------
Name: Xxxx Xxxxxxxxxx-Xxxxx
----------------------------
Title: Vice President
---------------------------

By: /s/ XXXX XXXXX
------------------------------
Name: Xxxx Xxxxx
----------------------------
Title: Associate
---------------------------

S-4 LOAN AGREEMENT
38

MELLON BANK, N.A.,
as Eurodollar Lender

By: /s/ XXXXX X. XXXXX
------------------------------
Name: Xxxxx X. Xxxxx
----------------------------
Title: First Vice President
---------------------------

S-5 LOAN AGREEMENT
39

UNION BANK OF CALIFORNIA, N.A.,
as Eurodollar Lender

By: /s/ XXXXX XXXXXXXX
------------------------------
Name: Xxxxx Xxxxxxxx
----------------------------
Title: Vice President
---------------------------

S-6 LOAN AGREEMENT

SCHEDULE I

Eurodollar Lenders

Banque Nationale de Paris
Credit Suisse First Boston
Mellon Bank, N.A.
Union Bank of California, N.A.

EXHIBIT A-CE
TO LOAN AGREEMENT

TRANCHE A CP EQUIPMENT NOTE

U.S. $8,600,000 April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York Branch, as Agent ("Agent"), on behalf of Greenwich Funding Corporation
("CP Lender"), the principal sum of Eight Million Six Hundred Thousand United
States Dollars (U.S. $8,600,000) or, if less, the aggregate unpaid amount of
all Tranche A CP Loans made by CP Lender to Lessor to Fund Equipment Advances
pursuant to the Loan Agreement among CP Lender, Borrower, the financial
institutions parties thereto (the "Eurodollar Lenders") and Agent, dated as of
April 30, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Loan Agreement"). Each such loan shall mature on the Maturity Date
and be payable in accordance with the Loan Agreement. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.

Borrower promises to make payments of principal on each Quarterly
Payment Date in the amount equal to the product of (A) the aggregate Equipment
Fixed Rent payable by Lessee on such date under the Equipment Lease Supplements
and (B) the Tranche A Percentage and (C) a fraction, the numerator of which is
the outstanding principal amount of this Tranche A CP Equipment Note and the
denominator of which is the aggregate outstanding principal amount of all
Notes.

Borrower further promises to make payments of interest on the unpaid
principal amount hereof from the date hereof until this Tranche A CP Equipment
Note is paid in full, at the rates and the times provided for below and in the
Loan Agreement:

(i) Each outstanding CP Loan shall bear interest for each day
during each Interest Period at a rate per annum equal to the CP Rate.

(ii) If all or a portion of the principal amount of any CP Loan,
any interest payable thereon or any other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum which is equal to
the sum of (x) the rate necessary for CP Lender to pay when due the

Interest Component on the outstanding Commercial Paper plus (y) the Overdue
Rate.

(iii) Interest accruing on each CP Loan shall be payable in arrears
on each applicable Payment Date, Refinancing Date, Continuation Date or any
other date of prepayment, conversion or continuation (on the amount prepaid,
converted or continued), and at maturity (whether by acceleration, demand or
otherwise), in an amount necessary to repay the Interest Component of all
Commercial Paper maturing on such date. Notwithstanding the foregoing,
interest accruing pursuant to clause (ii) above shall be payable from time to
time on demand and each prepayment of a CP Loan shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid together with any
breakage costs as contemplated by the Loan Agreement and the other Operative
Documents.

As provided in the Loan Agreement, this Tranche A CP Equipment Note is
required to be prepaid and may be accelerated under certain circumstances.

All payments hereunder shall be made at the payment office of Agent
(and for the account of CP Lender as provided for in the Loan Agreement), or as
Agent, on behalf of CP Lender, shall otherwise direct in writing, in lawful
money of the United States of America and in immediately available funds,
without setoff, counterclaim, withholding or deduction of any kind whatsoever.

The loans made pursuant to the Loan Agreement, the maturity thereof
and the interest rate applicable thereto, and all payments on account of
principal thereof, shall be recorded by Agent in its records. The entries in
the records of Agent shall be prima facie evidence of amounts outstanding
hereunder.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche A CP Equipment Note. No
course of action or delay or omission of Agent or CP Lender in exercising any
right or remedy hereunder shall constitute or be deemed to be a waiver of any
right or remedy hereunder, and a waiver on one occasion shall not operate as a
bar to or a waiver of any such right or remedy on any further occasion.

Borrower agrees to pay on demand all out-of-pocket costs and expenses,
including reasonable attorneys' costs and fees, incurred or paid by Agent or CP
Lender in connection with the enforcement of this Tranche A CP Equipment Note.

The obligations of Borrower under this Tranche A CP Equipment Note and
the other Operative Documents (other than any

obligations that may arise solely as a result of Borrower's breach of its
obligations under Section 10.2 of the Participation Agreement or any
misrepresentation or breach of warranty made by Borrower under Section 8.3 of
the Participation Agreement) shall be satisfied solely from amounts received by
Agent under the Lease and from proceeds of the Collateral. No recourse to or
against Borrower or any employee, officer, director, incorporator, stockholder,
partner or agent of Borrower shall be had for the payment for any amount owing
by Borrower under this Tranche A CP Equipment Note or any other Operative
Document.

THIS TRANCHE A CP EQUIPMENT NOTE HAS BEEN DELIVERED IN NEW YORK AND
THE OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE
OF LAWS AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN CONNECTION WITH
THIS TRANCHE A CP EQUIPMENT NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as General Partner

By:
---------------------------
Name:
-------------------------
Title:
------------------------

TRANCHE A CP EQUIPMENT NOTE

Date of Funding or Amount of CP Loan or Outstanding Principal CP Rate CP Rate Period Comments
Payment Payment of CP Loan (after such
Funding or Payment)

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

45
EXHIBIT A-CS
TO LOAN AGREEMENT

TRANCHE A CP SITE NOTE

U.S. $____________ April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York branch, as Agent ("Agent"), on behalf of Greenwich Funding Corporation
("CP Lender"), the principal sum of ____________________________ United States
Dollars (U.S. $________________)(1) or, if less, the aggregate unpaid amount of
all Tranche A CP Loans made by CP Lender to Lessor to Fund Site Advances
pursuant to the Loan Agreement among CP Lender, Borrower, the financial
institutions parties thereto (the "Eurodollar Lenders") and Agent, dated as of
April 30, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Loan Agreement"). Each such loan shall mature on the Maturity Date
and be payable in accordance with the Loan Agreement. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.

Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until this Tranche A CP Site Note is paid in full,
at the rates and the times provided for below and in the Loan Agreement:

(i) Each outstanding CP Loan shall bear interest for each day
during each Interest Period at a rate per annum equal to the CP Rate.

(ii) If all or a portion of the principal amount of any CP Loan,
any interest payable thereon or any other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum which is equal to
the sum of (x) the rate necessary for CP Lender to pay when due the Interest
Component on the outstanding Commercial Paper plus (y) the Overdue Rate.

(iii) Interest accruing on each CP Loan shall be payable in arrears
on each applicable Payment Date, Refinancing Date,

------------------
(1) This amount should be eighty-two percent (82%) of the aggregate Commitment
of all Participants.

A-CS-5
46

Continuation Date or any other date of prepayment, conversion or continuation
(on the amount prepaid, converted or continued), and at maturity (whether by
acceleration, demand or otherwise), in an amount necessary to repay the
Interest Component of all Commercial Paper maturing on such date.
Notwithstanding the foregoing, interest accruing pursuant to clause (ii) above
shall be payable from time to time on demand and each prepayment of a CP Loan
shall be accompanied by accrued interest to the date of such prepayment on the
amount prepaid together with any breakage costs as contemplated by the Loan
Agreement and the other Operative Documents.

No principal amortization shall be required prior to the Maturity
Date, except as otherwise provided pursuant to Section 2.6(c) of the Loan
Agreement.

As provided in the Loan Agreement, this Tranche A CP Site Note is
required to be prepaid and may be accelerated under certain circumstances.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche A CP Site Note. No course
of action or delay or omission of Agent or CP Lender in exercising any right or
remedy hereunder shall constitute or be deemed to be a waiver of any right or
remedy hereunder, and a waiver on one occasion shall not operate as a bar to or
a waiver of any such right or remedy on any further occasion.

The obligations of Borrower under this Tranche A CP Site Note and the
other Operative Documents (other than any obligations that may arise solely as
a result of Borrower's

A-CS-6
47

breach of its obligations under Section 10.2 of the Participation Agreement or
any misrepresentation or breach of warranty made by Borrower under Section 8.3
of the Participation Agreement) shall be satisfied solely from amounts received
by Agent under the Lease and from proceeds of the Collateral. No recourse to
or against Borrower or any employee, officer, director, incorporator,
stockholder, partner or agent of Borrower shall be had for the payment for any
amount owing by Borrower under this Tranche A CP Site Note or any other
Operative Document.

THIS TRANCHE A CP SITE NOTE HAS BEEN DELIVERED IN NEW YORK AND THE
OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAWS
AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN CONNECTION WITH THIS
TRANCHE A CP SITE NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as General Partner

By:
---------------------------
Name:
-------------------------
Title:
------------------------

A-CS-7
48

TRANCHE A CP SITE NOTE

Date of Funding or Amount of CP Loan or Outstanding Principal CP Rate CP Rate Period Comments
Payment Payment of CP Loan (after such
Funding or Payment)

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

X-XX-0
00
XXXXXXX X-XX
TO LOAN AGREEMENT

TRANCHE A EURODOLLAR EQUIPMENT NOTE

U.S. $8,600,000 April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York branch, as Agent ("Agent"), on behalf of the Eurodollar Lenders, the
principal sum of Eight Million Six Hundred Thousand United States Dollars (U.S.
$8,600,000) or, if less, the aggregate unpaid amount of all Tranche A
Eurodollar Loans made by the Eurodollar Lenders to Lessor to Fund Equipment
Advances pursuant to the Loan Agreement among Greenwich Funding Corporation
("CP Lender"), Borrower, the financial institutions parties thereto (the
"Eurodollar Lenders") and Agent, dated as of April 30, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Loan Agreement").
Each such loan shall mature on the Maturity Date and be payable in accordance
with the Loan Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.

Borrower promises to make payments of principal on each Quarterly
Payment Date in the amount equal to the product of (A) the aggregate Equipment
Fixed Rent payable by Lessee on such date under the Equipment Lease Supplements
and (B) the Tranche A Percentage and (C) a fraction, the numerator of which is
the outstanding principal amount of this Tranche A Eurodollar Equipment Note
and the denominator of which is the aggregate outstanding principal amount of
all Notes.

Borrower promises to make payments of interest on the unpaid principal
amount hereof from the date hereof until this Tranche A Eurodollar Equipment
Note is paid in full, at the rates and the times provided for below and in the
Loan Agreement:

(i) Each outstanding Eurodollar Loan shall bear interest for each
day during each Interest Period at a rate per annum equal to either the
Eurodollar Lender Rate or the Base Rate, as applicable, determined for such
Interest Period.

(ii) If all or a portion of the principal amount of any Eurodollar
Loan, any interest payable thereon or any other amount payable hereunder shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue

A-EE-1
50

amount shall bear interest at a rate per annum which is equal to the Overdue
Rate.

(iii) Interest accruing on each Eurodollar Loan shall be payable in
arrears on each applicable Payment Date, Refinancing Date, Continuation Date or
any other date of prepayment, conversion or continuation (on the amount
prepaid, converted or continued), and at maturity (whether by acceleration,
demand or otherwise). Notwithstanding the foregoing, interest accruing
pursuant to clause (ii) above shall be payable from time to time on demand and
each prepayment of a Eurodollar Loan shall be accompanied by accrued interest
to the date of such prepayment on the amount prepaid together with any breakage
costs as contemplated by the Loan Agreement and the other Operative Documents.

As provided in the Loan Agreement, this Tranche A Eurodollar Equipment
Note is required to be prepaid and may be accelerated under certain
circumstances.

All payments hereunder shall be made at the payment office of Agent
(and for the account of each Eurodollar Lender as provided for in the Loan
Agreement), or as Agent, on behalf of the Eurodollar Lenders, shall otherwise
direct in writing in lawful money of the United States of America and in
immediately available funds, without setoff, counterclaim, withholding or
deduction of any kind whatsoever.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche A Eurodollar Equipment
Note. No course of action or delay or omission of Agent or any Eurodollar
Lender in exercising any right or remedy hereunder shall constitute or be
deemed to be a waiver of any right or remedy hereunder, and a waiver on one
occasion shall not operate as a bar to or a waiver of any such right or remedy
on any further occasion.

Borrower agrees to pay on demand all out-of-pocket costs and expenses,
including reasonable attorneys' costs and fees, incurred or paid by Agent or
any Eurodollar Lender in connection with the enforcement of this Tranche A
Eurodollar Equipment Note.

The obligations of Borrower under this Tranche A Eurodollar Equipment
Note and the other Operative Documents (other than any

A-EE-2
51

THIS TRANCHE A EURODOLLAR EQUIPMENT NOTE HAS BEEN DELIVERED IN NEW
YORK AND THE OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER
CHOICE OF LAWS AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN
CONNECTION WITH THIS TRANCHE A EURODOLLAR EQUIPMENT NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as General Partner

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

A-EE-3
52

TRANCHE A EURODOLLAR EQUIPMENT NOTE

Date of Funding or Amount of Eurodollar Outstanding Principal Eurodollar Interest Period Comments
Payment Loan or Payment of Eurodollar Loan Rate or
(after such Funding Base Rate
or Payment)

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

A-EE-4
53
EXHIBIT A-ES
TO LOAN AGREEMENT

TRANCHE A EURODOLLAR SITE NOTE

U.S. $____________ April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York branch, as Agent ("Agent"), on behalf of the Eurodollar Lenders, the
principal sum of ____________________________ United States Dollars (U.S.
$________________)(2) or, if less, the aggregate unpaid amount of all Tranche A
Eurodollar Loans made by the Eurodollar Lenders to Lessor to Fund Site Advances
pursuant to the Loan Agreement among Greenwich Funding Corporation ("CP
Lender"), Borrower, the financial institutions parties thereto (the "Eurodollar
Lenders") and Agent, dated as of April 30, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Loan Agreement"). Each such loan
shall mature on the Maturity Date and be payable in accordance with the Loan
Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement.

Borrower promises to make payments of interest on the unpaid principal
amount hereof from the date hereof until this Tranche A Eurodollar Site Note is
paid in full, at the rates and the times provided for below and in the Loan
Agreement:

(ii) If all or a portion of the principal amount of any Eurodollar
Loan, any interest payable thereon or any other amount payable hereunder shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum which
is equal to the Overdue Rate.

(iii) Interest accruing on each Eurodollar Loan shall be payable in
arrears on each applicable Payment Date, Refinancing Date, Continuation Date or
any other date of prepayment,

______________________

(2) This amount should be eighty-two percent (82%) of the aggregate Commitment
of all Participants.

X-XX-0
00

conversion or continuation (on the amount prepaid, converted or continued), and
at maturity (whether by acceleration, demand or otherwise). Notwithstanding
the foregoing, interest accruing pursuant to clause (ii) above shall be payable
from time to time on demand and each prepayment of a Eurodollar Loan shall be
accompanied by accrued interest to the date of such prepayment on the amount
prepaid together with any breakage costs as contemplated by the Loan Agreement
and the other Operative Documents.

No principal amortization shall be required prior to the Maturity
Date, except as otherwise provided pursuant to Section 2.6(c) of the Loan
Agreement.

As provided in the Loan Agreement, this Tranche A Eurodollar Site Note
is required to be prepaid and may be accelerated under certain circumstances.

All payments hereunder shall be made at the payment office of Agent
(and for the account of each Eurodollar Lender as provided for in the Loan
Agreement), or as Agent, on behalf of the Eurodollar Lenders, shall otherwise
direct in writing, in lawful money of the United States of America and in
immediately available funds, without setoff, counterclaim, withholding or
deduction of any kind whatsoever.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche A Eurodollar Site Note. No
course of action or delay or omission of Agent or any Eurodollar Lender in
exercising any right or remedy hereunder shall constitute or be deemed to be a
waiver of any right or remedy hereunder, and a waiver on one occasion shall not
operate as a bar to or a waiver of any such right or remedy on any further
occasion.

The obligations of Borrower under this Tranche A Eurodollar Site Note
and the other Operative Documents (other than any obligations that may arise
solely as a result of Borrower's breach of its obligations under Section 10.2
of the Participation

X-XX-0
00

Agreement or any misrepresentation or breach of warranty made by Borrower under
Section 8.3 of the Participation Agreement) shall be satisfied solely from
amounts received by Agent under the Lease and from proceeds of the Collateral.
No recourse to or against Borrower or any employee, officer, director,
incorporator, stockholder, partner or agent of Borrower shall be had for the
payment for any amount owing by Borrower under this Tranche A Eurodollar Site
Note or any other Operative Document.

THIS TRANCHE A EURODOLLAR SITE NOTE HAS BEEN DELIVERED IN NEW YORK AND
THE OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE
OF LAWS AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN CONNECTION WITH
THIS TRANCHE A EURODOLLAR SITE NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as General Partner

By:
--------------------------
Name:
------------------------
Title:
-----------------------

X-XX-0
00

XXXXXXX X EURODOLLAR SITE NOTE

Date of Funding or Amount of Eurodollar Outstanding Principal Eurodollar Interest Period Comments
Payment Loan or Payment of Eurodollar Loan Lender
(after such Funding Rate or
or Payment) Base Rate

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

X-XX-0
00

XXXXXXX X-XX
TO LOAN AGREEMENT

TRANCHE B CP EQUIPMENT NOTE

U.S. $1,100,000 April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York branch, as Agent ("Agent"), on behalf of Greenwich Funding Corporation
("CP Lender"), the principal sum of Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxx Xxxxxx
Xxxxxx Dollars (U.S. $1,100,000) or, if less, the aggregate unpaid amount of
all Tranche B CP Loans made by CP Lender to Lessor to Fund Equipment Advances
pursuant to the Loan Agreement among CP Lender, Borrower, the financial
institutions parties thereto (the "Eurodollar Lenders") and Agent, dated as of
April 30, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Loan Agreement"). Each such loan shall mature on the Maturity Date
and be payable in accordance with the Loan Agreement. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.

Borrower promises to make payments of principal on each Quarterly
Payment Date in the amount equal to the product of (A) the aggregate Equipment
Fixed Rent payable by Lessee on such date under the Equipment Lease Supplements
and (B) the Tranche B Percentage and (C) a fraction, the numerator of which is
the outstanding principal amount of this Tranche B CP Equipment Note and the
denominator of which is the aggregate outstanding principal amount of all
Notes.

Borrower further promises to make payments of interest on the unpaid
principal amount hereof from the date hereof until this Tranche B CP Equipment
Note is paid in full, at the rates and the times provided for below and in the
Loan Agreement:

(i) Each outstanding CP Loan shall bear interest for each day
during each Interest Period at a rate per annum equal to the CP Rate.

(ii) If all or a portion of the principal amount of any CP Loan,
any interest payable thereon or any other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum which is equal to
the sum of (x) the rate necessary for CP Lender to pay when due the

B-CE-1
58

Interest Component on the outstanding Commercial Paper plus (y) the Overdue
Rate.

No principal amortization shall be required prior to the Maturity
Date, except as otherwise provided pursuant to Section 2.6(c) of the Loan
Agreement.

As provided in the Loan Agreement, this Tranche B CP Equipment Note is
required to be prepaid and may be accelerated under certain circumstances.

All payments hereunder shall be made at the payment office of Agent
(and for the account of CP Lender as provided for in the Loan Agreement), or as
CP Lender shall otherwise direct in writing, in lawful money of the United
States of America and in immediately available funds, without setoff,
counterclaim, withholding or deduction of any kind whatsoever.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche B CP Equipment Note. No
course of action or delay or omission of Agent or CP Lender in exercising any
right or remedy hereunder shall constitute or be deemed to be a waiver of any
right or remedy hereunder, and a waiver on one occasion shall not operate as a
bar to or a waiver of any such right or remedy on any further occasion.

Borrower agrees to pay on demand all out-of-pocket costs and expenses,
including reasonable attorneys' costs and fees,

B-CE-2
59

incurred or paid by Agent or CP Lender in connection with the enforcement of
this Tranche B CP Equipment Note.

The obligations of Borrower under this Tranche B CP Equipment Note and
the other Operative Documents (other than any obligations that may arise solely
as a result of Borrower's breach of its obligations under Section 10.2 of the
Participation Agreement or any misrepresentation or breach of warranty made by
Borrower under Section 8.3 of the Participation Agreement) shall be satisfied
solely from amounts received by Agent under the Lease and from proceeds of the
Collateral. No recourse to or against Borrower or any employee, officer,
director, incorporator, stockholder, partner or agent of Borrower shall be had
for the payment for any amount owing by Borrower under this Tranche B CP
Equipment Note or any other Operative Document.

THIS TRANCHE B CP EQUIPMENT NOTE HAS BEEN DELIVERED IN NEW YORK AND
THE OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE
OF LAWS AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN CONNECTION WITH
THIS TRANCHE B CP EQUIPMENT NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York Branch,
as General Partner

By:
----------------------------
Name:
--------------------------
Title:
-------------------------

X-XX-0
00

XXXXXXX X CP EQUIPMENT NOTE

Date of Funding or Amount of CP Loan or Outstanding Principal CP Rate CP Rate Period Comments
Payment Payment of CP Loan (after such
Funding or Payment)

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

X-XX-0
00

XXXXXXX X-XX
TO LOAN AGREEMENT

TRANCHE B CP SITE NOTE

U.S. $____________ April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York branch, as Agent ("Agent"), on behalf of Greenwich Funding Corporation
("CP Lender"), the principal sum of ____________________________ United States
Dollars (U.S. $________________)(3) or, if less, the aggregate unpaid amount of
all Tranche B CP Loans made by CP Lender to Lessor to Fund Site Advances
pursuant to the Loan Agreement among CP Lender, Borrower, the financial
institutions parties thereto (the "Eurodollar Lenders") and Agent, dated as of
April 30, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Loan Agreement"). Each such loan shall mature on the Maturity Date
and be payable in accordance with the Loan Agreement. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.

Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until this Tranche B CP Site Note is paid in full,
at the rates and the times provided for below and in the Loan Agreement:

(i) Each outstanding CP Loan shall bear interest for each day
during each Interest Period at a rate per annum equal to the CP Rate.

(ii) If all or a portion of the principal amount of any CP Loan,
any interest payable thereon or any other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum which is equal to
the sum of (x) the rate necessary for CP Lender to pay when due the Interest
Component on the outstanding Commercial Paper plus (y) the Overdue Rate.

(iii) Interest accruing on each CP Loan shall be payable in arrears
on each applicable Payment Date, Refinancing Date,

__________________________________

(3) This amount should be fifteen percent (15%) of the aggregate Commitment of
all Participants.

B-CS-1
62

No principal amortization shall be required prior to the Maturity
Date, except as otherwise provided pursuant to Section 2.6(c) of the Loan
Agreement.

As provided in the Loan Agreement, this Tranche B CP Site Note is
required to be prepaid and may be accelerated under certain circumstances.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche B CP Site Note. No course
of action or delay or omission of Agent or CP Lender in exercising any right or
remedy hereunder shall constitute or be deemed to be a waiver of any right or
remedy hereunder, and a waiver on one occasion shall not operate as a bar to or
a waiver of any such right or remedy on any further occasion.

The obligations of Borrower under this Tranche B CP Site Note and the
other Operative Documents (other than any obligations that may arise solely as
a result of Borrower's

B-CS-2
63

THIS TRANCHE B CP SITE NOTE HAS BEEN DELIVERED IN NEW YORK AND THE
OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAWS
AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN CONNECTION WITH THIS
TRANCHE B CP SITE NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as General Partner

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

X-XX-0
00

XXXXXXX X CP SITE NOTE

Date of Funding or Amount of CP Loan or Outstanding Principal CP Rate CP Rate Period Comments
Payment Payment of CP Loan (after such
Funding or Payment)

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

B-CS-4
65
EXHIBIT B-EE
TO LOAN AGREEMENT

TRANCHE B EURODOLLAR EQUIPMENT NOTE

U.S. $1,100,000 April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York branch, as Agent ("Agent"), on behalf of the Eurodollar Lenders, the
principal sum of Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (U.S.
$1,100,000) or, if less, the aggregate unpaid amount of all Tranche B
Eurodollar Loans made by the Eurodollar Lenders to Lessor to Fund Equipment
Advances pursuant to the Loan Agreement among Greenwich Funding Corporation
("CP Lender"), Borrower, the financial institutions parties thereto (the
"Eurodollar Lenders") and Agent, dated as of April 30, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Loan Agreement").
Each such loan shall mature on the Maturity Date and be payable in accordance
with the Loan Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.

Borrower promises to make payments of principal on each Quarterly
Payment Date in the amount equal to the product of (A) the aggregate Equipment
Fixed Rent payable by Lessee on such date under the Equipment Lease Supplements
and (B) the Tranche B Percentage and (C) a fraction, the numerator of which is
the outstanding principal amount of this Tranche B Eurodollar Equipment Note
and the denominator of which is the aggregate outstanding principal amount of
all Notes.

Borrower promises to make payments of interest on the unpaid principal
amount hereof from the date hereof until this Tranche B Eurodollar Equipment
Note is paid in full, at the rates and the times provided for below and in the
Loan Agreement:

(ii) If all or a portion of the principal amount of any Eurodollar
Loan, any interest payable thereon or any other amount payable hereunder shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue

B-EE-1
66

amount shall bear interest at a rate per annum which is equal to the Overdue
Rate.

(iii) Interest accruing on each Eurodollar Loan shall be payable in
arrears on each applicable Payment Date, Refinancing Date, Continuation Date or
any other date of prepayment, conversion or continuation (on the amount
prepaid, converted or continued), and at maturity (whether by acceleration,
demand or otherwise). Notwithstanding the foregoing, interest accruing
pursuant to clause (ii) above shall be payable from time to time on demand and
each prepayment of a Eurodollar Loan shall be accompanied by accrued interest
to the date of such prepayment on the amount prepaid together with any breakage
costs as contemplated by the Loan Agreement and the other Operative Documents.

No principal amortization shall be required prior to the Maturity
Date, except as otherwise provided pursuant to Section 2.6(c) of the Loan
Agreement.

As provided in the Loan Agreement, this Tranche B Eurodollar Equipment
Note is required to be prepaid and may be accelerated under certain
circumstances.

All payments hereunder shall be made at the payment office of Agent
(and for the account of each Eurodollar Lender as provided for in the Loan
Agreement), or as Agent, on behalf of the Eurodollar Lenders, shall otherwise
direct in writing, in lawful money of the United States of America and in
immediately available funds, without setoff, counterclaim, withholding or
deduction of any kind whatsoever.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche B Eurodollar Equipment
Note. No course of action or delay or omission of Agent or any Eurodollar
Lender in exercising any right or remedy hereunder shall constitute or be
deemed to be a waiver of any right or remedy hereunder, and a waiver on one
occasion shall not operate as a bar to or a waiver of any such right or remedy
on any further occasion.

Borrower agrees to pay on demand all out-of-pocket costs and expenses,
including reasonable attorneys' costs and fees,

B-EE-2
67

incurred or paid by Agent or any Eurodollar Lender in connection with the
enforcement of this Tranche B Eurodollar Equipment Note.

The obligations of Borrower under this Tranche B Eurodollar Equipment
Note and the other Operative Documents (other than any obligations that may
arise solely as a result of Borrower's breach of its obligations under Section
10.2 of the Participation Agreement or any misrepresentation or breach of
warranty made by Borrower under Section 8.3 of the Participation Agreement)
shall be satisfied solely from amounts received by Agent under the Lease and
from proceeds of the Collateral. No recourse to or against Borrower or any
employee, officer, director, incorporator, stockholder, partner or agent of
Borrower shall be had for the payment for any amount owing by Borrower under
this Tranche B Eurodollar Equipment Note or any other Operative Document.

THIS TRANCHE B EURODOLLAR EQUIPMENT NOTE HAS BEEN DELIVERED IN NEW
YORK AND THE OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER
CHOICE OF LAWS AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN
CONNECTION WITH THIS TRANCHE B EURODOLLAR EQUIPMENT NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as General Partner

By:
-----------------------------
Name:
---------------------------
Title:
--------------------------

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

X-XX-0
00

XXXXXXX X EURODOLLAR EQUIPMENT NOTE

Date of Funding or Amount of Eurodollar Outstanding Principal Eurodollar Interest Period Comments
Payment Loan or Payment of Eurodollar Loan Rate or
(after such Funding Base Rate
or Payment)

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

B-EE-4
69

EXHIBIT B-ES
TO LOAN AGREEMENT

TRANCHE B EURODOLLAR SITE NOTE

U.S. $____________ April 30, 1997

FOR VALUE RECEIVED, the undersigned, Credit Suisse Leasing 92A, L.P.
("Borrower"), promises to pay, solely from amounts paid under the Lease and the
Collateral, to the order of Credit Suisse First Boston, acting through its New
York branch, as Agent ("Agent"), on behalf of the Eurodollar Lenders, the
principal sum of ____________________________ United States Dollars (U.S.
$________________)(4) or, if less, the aggregate unpaid amount of all Tranche B
Eurodollar Loans made by the Eurodollar Lenders to Lessor to Fund Site Advances
pursuant to the Loan Agreement among Greenwich Funding Corporation ("CP
Lender"), Borrower, the financial institutions parties thereto (the "Eurodollar
Lenders") and Agent, dated as of April 30, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Loan Agreement"). Each such loan
shall mature on the Maturity Date and be payable in accordance with the Loan
Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement.

Borrower promises to make payments of interest on the unpaid principal
amount hereof from the date hereof until this Tranche B Eurodollar Site Note is
paid in full, at the rates and the times provided for below and in the Loan
Agreement:

(ii) If all or a portion of the principal amount of any Eurodollar
Loan, any interest payable thereon or any other amount payable hereunder shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum which
is equal to the Overdue Rate.

(iii) Interest accruing on each Eurodollar Loan shall be payable in
arrears on each applicable Payment Date, Refinancing

_________________

(4) This amount should be fifteen percent (15%) of the aggregate Commitment of
all Participants.

B-ES-1
70

Date, Continuation Date or any other date of prepayment, conversion or
continuation (on the amount prepaid, converted or continued), and at maturity
(whether by acceleration, demand or otherwise). Notwithstanding the foregoing,
interest accruing pursuant to clause (ii) above shall be payable from time to
time on demand and each prepayment of a Eurodollar Loan shall be accompanied by
accrued interest to the date of such prepayment on the amount prepaid together
with any breakage costs as contemplated by the Loan Agreement and the other
Operative Documents.

No principal amortization shall be required prior to the Maturity
Date, except as otherwise provided pursuant to Section 2.6(c) of the Loan
Agreement.

As provided in the Loan Agreement, this Tranche B Eurodollar Site Note
is required to be prepaid and may be accelerated under certain circumstances.

All payments hereunder shall be made at the payment office of Agent
(and for the account of each Eurodollar Lender as provided for in the Loan
Agreement), or as Agent, on behalf of the Eurodollar Lenders, shall otherwise
direct in writing, in lawful money of the United States of America and in
immediately available funds, without setoff, counterclaim, withholding or
deduction of any kind whatsoever.

Borrower hereby waives presentment, demand, notice, protest and all
other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Tranche B Eurodollar Site Note. No
course of action or delay or omission of Agent or any Eurodollar Lender in
exercising any right or remedy hereunder shall constitute or be deemed to be a
waiver of any right or remedy hereunder, and a waiver on one occasion shall not
operate as a bar to or a waiver of any such right or remedy on any further
occasion.

The obligations of Borrower under this Tranche B Eurodollar Site Note
and the other Operative Documents (other than any obligations that may arise
solely as a result of Borrower's

B-ES-2
71

THIS TRANCHE B EURODOLLAR SITE NOTE HAS BEEN DELIVERED IN NEW YORK AND
THE OBLIGATIONS OF BORROWER UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, INCLUDING SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE
OF LAWS AND CONFLICTS RULES OF SUCH STATE. BORROWER HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN CONNECTION WITH
THIS TRANCHE B EURODOLLAR SITE NOTE.

CREDIT SUISSE LEASING 92A, L.P.,
AS BORROWER

By: CREDIT SUISSE FIRST BOSTON,
acting through its New York
Branch, as General Partner

By:
-----------------------------
Name:
---------------------------
Title:
--------------------------

X-XX-0
00

XXXXXXX X EURODOLLAR SITE NOTE

Date of Funding or Amount of Eurodollar Outstanding Principal Eurodollar Interest Period Comments
Payment Loan or Payment of Eurodollar Loan Lender
(after such Funding Rate or
or Payment) Base Rate

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

B-ES-4

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Table of Contents

LOAN AGREEMENT

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