<PAGE>

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

                                  Credit Agreement


                                       among
                                     Sabre Inc.


                                        and


                               Bank of America, N.A.
                              as Administrative Agent


                                  Citibank, N.A.,
                                as Syndication Agent


                                        and


                                   SunTrust Bank,
                               Bank One, Texas, N.A.,
                             First Union National Bank,
                                        and
                       The Norinchukin Bank, New York Branch,
                                    as Co-Agents


                                        and


                                The Other Financial
                             Institutions Party Hereto


                            Dated as of February 4, 2000


                         Banc of America Securities LLC, as
                        Sole Arranger and Sole Book Manager




                                 [Bank of America LOGO]

<PAGE>


<TABLE>
<CAPTION>

                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . . . . .  1
     1.01  Defined Terms.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     1.02  Use of Certain Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 21
     1.03  Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     1.04  Rounding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     1.05  Exhibits and Schedules. . . . . . . . . . . . . . . . . . . . . . . . . 23
     1.06  References to Agreements and Laws.. . . . . . . . . . . . . . . . . . . 23

SECTION 2 THE COMMITMENTS AND EXTENSIONS OF CREDIT . . . . . . . . . . . . . . . . 23
     2.01  Committed Loans.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     2.02  Borrowings, Conversions and Continuations of Committed Loans. . . . . . 24
     2.03  Competitive Loans.. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     2.04  Letters of Credit.. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     2.05  Prepayments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
     2.06  Reduction or Termination of Commitments.. . . . . . . . . . . . . . . . 32
     2.07  Principal and Interest. . . . . . . . . . . . . . . . . . . . . . . . . 32
     2.08  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     2.09  Computation of Interest and Fees. . . . . . . . . . . . . . . . . . . . 33
     2.10  Making Payments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     2.11  Funding Sources.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY . . . . . . . . . . . . . . . . . 35
     3.01  Taxes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     3.02  Illegality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     3.03  Inability to Determine Rates. . . . . . . . . . . . . . . . . . . . . . 37
     3.04  Increased Cost and Reduced Return; Capital Adequacy.. . . . . . . . . . 38
     3.05  Breakfunding Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     3.06  Matters Applicable to all Requests for Compensation.. . . . . . . . . . 39
     3.07  Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 4 CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT . . . . . . . . . . . . . . 39
     4.01  Conditions of Initial Extension of Credit . . . . . . . . . . . . . . . 39
     4.02  Conditions to all Extensions of Credit. . . . . . . . . . . . . . . . . 41

SECTION 5 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . 41
     5.01  Corporate Existence.. . . . . . . . . . . . . . . . . . . . . . . . . . 41
     5.02  Power and Authority.. . . . . . . . . . . . . . . . . . . . . . . . . . 41
     5.03  Enforceability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     5.04  Legal Proceedings.. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     5.05  Compliance with Law.. . . . . . . . . . . . . . . . . . . . . . . . . . 42
     5.06  Use of Proceeds.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     5.07  Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     5.08  Year 2000.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     5.09  Absence of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     5.10  ERISA Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

                                       i

<PAGE>

     5.12  Financial Condition.. . . . . . . . . . . . . . . . . . . . . . . . . . 43
     5.13  Margin Regulations; Investment Company Act; Public Utility Holding
           Company Act.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 6 AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . 44
     6.01  Preservation of Existence.. . . . . . . . . . . . . . . . . . . . . . . 44
     6.02  Payment of Taxes and Claims.. . . . . . . . . . . . . . . . . . . . . . 44
     6.03  Inspection Rights.. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
     6.04  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 45
     6.05  Certificates, Notices and Other Information.. . . . . . . . . . . . . . 46
     6.06  Keeping of Records and Books of Account.. . . . . . . . . . . . . . . . 47
     6.07  Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . . . . . 47
     6.08  Maintenance of Insurance. . . . . . . . . . . . . . . . . . . . . . . . 47
     6.09  Maintenance of Properties.. . . . . . . . . . . . . . . . . . . . . . . 47
     6.10  Compliance With Agreements. . . . . . . . . . . . . . . . . . . . . . . 47
     6.11  Use of Proceeds.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 7 NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     7.01  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     7.02  Liens and Negative Pledges. . . . . . . . . . . . . . . . . . . . . . . 48
     7.03  Fundamental Changes.. . . . . . . . . . . . . . . . . . . . . . . . . . 49
     7.04  Asset Dispositions. . . . . . . . . . . . . . . . . . . . . . . . . . . 50
     7.05  Financial Covenants.. . . . . . . . . . . . . . . . . . . . . . . . . . 50
     7.06  Permitted Securitization Transaction. . . . . . . . . . . . . . . . . . 50
     7.07  Transactions with Affiliates. . . . . . . . . . . . . . . . . . . . . . 50

SECTION 8 EVENTS OF DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . 51
     8.01  Events of Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     8.02  Remedies Upon Event of Default. . . . . . . . . . . . . . . . . . . . . 54

SECTION 9 ADMINISTRATIVE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . 55
     9.01  Appointment and Authorization of Administrative Agent.. . . . . . . . . 55
     9.02  Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 56
     9.03  Liability of Administrative Agent.. . . . . . . . . . . . . . . . . . . 56
     9.04  Reliance by Administrative Agent. . . . . . . . . . . . . . . . . . . . 56
     9.05  Notice of Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . 57
     9.06  Credit Decision; Disclosure of Information by Administrative Agent. . . 57
     9.07  Indemnification of Administrative Agent.. . . . . . . . . . . . . . . . 58
     9.08  Administrative Agent in Individual Capacity.. . . . . . . . . . . . . . 58
     9.09  Successor Administrative Agent. . . . . . . . . . . . . . . . . . . . . 58

SECTION 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
     10.01 Amendments; Consents. . . . . . . . . . . . . . . . . . . . . . . . . . 59
     10.02 Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
     10.03 Attorney Costs, Expenses and Taxes. . . . . . . . . . . . . . . . . . . 61
     10.04 Binding Effect; Assignment. . . . . . . . . . . . . . . . . . . . . . . 61
     10.05 Set-off.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

                                      ii

<PAGE>

     10.06 Sharing of Payments.. . . . . . . . . . . . . . . . . . . . . . . . . . 63
     10.07 No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . . . . . . . 64
     10.08 Usury Savings Provision.. . . . . . . . . . . . . . . . . . . . . . . . 64
     10.09 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
     10.10 Integration.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
     10.11 Nature of Lenders' Obligations. . . . . . . . . . . . . . . . . . . . . 65
     10.12 Survival of Representations and Warranties. . . . . . . . . . . . . . . 66
     10.13 Indemnity by Borrower.. . . . . . . . . . . . . . . . . . . . . . . . . 66
     10.14 Nonliability of Lenders.. . . . . . . . . . . . . . . . . . . . . . . . 66
     10.15 No Third Parties Benefited. . . . . . . . . . . . . . . . . . . . . . . 67
     10.16 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     10.17 Confidentiality.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     10.18 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . 68
     10.19 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
     10.20 Time of the Essence.. . . . . . . . . . . . . . . . . . . . . . . . . . 68
     10.21 Removal and/or Replacement of Lenders.. . . . . . . . . . . . . . . . . 68
     10.22 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL;
           VENUE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
     10.23 ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 69


</TABLE>














                                     iii

<PAGE>


<TABLE>


     <S>   <C>
     A     Request for Extension of Credit
     B     Compliance Certificate
     C     Committed Loan Note
     D     Assignment and Acceptance
     E-1   Competitive Bid Request
     E-2   Competitive Bid
     E-3   Competitive Loan Note


     2.01  Commitments and Pro Rata Shares
     7.01  Existing Indebtedness, Liens and Negative Pledges
     10.02 Eurodollar and Domestic Lending Offices, Addresses for Notices

</TABLE>
























                                      IV


<PAGE>

                                   CREDIT AGREEMENT


       This CREDIT AGREEMENT ("AGREEMENT") is entered into as of February 4,
2000 by and among SABRE INC, a Delaware corporation ("BORROWER"), each lender
from time to time party hereto (collectively, "LENDERS" and individually, a
"LENDER"), and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender
and Lender.


                                      RECITAL

       Borrower has requested that Lenders and Issuing Lender provide a
revolving line of credit, and Lenders, Issuing Lender and Administrative Agent
are willing to do so on the terms and conditions set forth herein.

       In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:


                                     SECTION 1
                          DEFINITIONS AND ACCOUNTING TERMS

       1.01   DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

       "ABR" shall mean, for any day, a rate per annum equal to the greater of
(a) the Prime Lending Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus one-half of one percent (0.5%). For
purposes hereof: "PRIME LENDING RATE" shall mean the rate which Bank of
America announces from time to time as its prime lending rate as in effect
from time to time. The Prime Lending Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any
customer. Any Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate. The Prime Lending Rate
shall change automatically and without notice from time to time as and when
the prime lending rate of Bank of America changes. "FEDERAL FUNDS EFFECTIVE
RATE" shall mean, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published for such
day (or, if such day is not a Business Day, for the next preceding Business
Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by Administrative Agent from three
(3) Federal funds brokers of recognized standing selected by it. Any change
in the ABR due to a change in the Prime Lending Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Lending Rate or the Federal Funds
Effective Rate, respectively.

       "ABR LOAN" shall mean a Loan the rate of interest applicable to which
is based upon the ABR.

<PAGE>

       "ABSOLUTE RATE" means a fixed rate of interest for a Competitive Loan
determined from an Absolute Rate Bid that has been accepted by Borrower.

       "ABSOLUTE RATE BID" has the meaning set forth in Section 2.03(b).

       "ADMINISTRATIVE AGENT" means Bank of America, N.A., in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

       "ADMINISTRATIVE AGENT'S OFFICE" means Administrative Agent's address
and, as appropriate, account as set forth on SCHEDULE 10.02, or such other
address or account as Administrative Agent hereafter may designate by written
notice to Borrower and Lenders.

       "ADMINISTRATIVE AGENT-RELATED PERSONS" means Administrative Agent
(including any successor agent), together with its Affiliates (including, in
the case of Bank of America in its capacity as Administrative Agent, the
Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

       "AFFILIATE" shall mean, with respect to any Person, any Person or group
acting in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with such
Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the equity
interests having ordinary voting power for the election of directors of such
Person or (b) direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise (but not solely by being an
officer or director of that Person).

       "AFTER TAX BASIS" shall mean, with respect to any payment to be
received, the amount of such payment increased so that, after deduction from
such payment of the amount of all Withholdings covered by Section 3.01
required to be paid by the recipient with respect to the receipt by the
recipient of such amounts (less any tax savings realized as a result of the
payment of the amount), such increased payment (as so reduced) is equal to the
payment otherwise required to be made.

       "AGREEMENT" means this Credit Agreement, as amended, restated,
extended, supplemented or otherwise modified in writing from time to time.

       "APPLICABLE PAYMENT DATE" shall mean (a) as to any Eurodollar Loan, the
last day of the Interest Period applicable to such Eurodollar Loan (or
respecting any Eurodollar Loan having an Interest Period of six (6) months or
twelve (12) months, the three (3) month anniversary of such Interest Period),
(b) as to any ABR Loan, the fifth Business Day after the end of each calendar
quarter and (c) as to all other Obligations, unless otherwise expressly
provided, the last Business Day of each calendar quarter and the Maturity
Date; provided that interest accruing at the Default Rate shall be payable
from time to time upon demand of the Administrative Agent.

       "APPLICABLE PERCENTAGE" shall mean for Eurodollar Loans, ABR Loans, the
Facility Fee and the Utilization Fee, the appropriate applicable percentages
referenced in the Leverage

                                       2

<PAGE>

Pricing Grid referenced below until such time as Parent has a Debt Rating from
either Moody's or S&P and after such Debt Rating is made by either Moody's or
S&P, the appropriate applicable percentage referenced in the Debt Rating
Pricing Grid referenced below:

<TABLE>
<CAPTION>

                                                              Leverage Pricing Grid
                                                              ---------------------

                          Consolidated Leverage                      Applicable       Applicable      Applicable      Applicable
 Pricing                  ---------------------                   Percentage for   Percentage for  Percentage for  Percentage for
  Level                          Ratio                           Eurodollar Loans    ABR Loans       Facility Fee  Utilization Fee
  -----                          -----                           ----------------    ---------       ------------  ---------------
 <S>     <C>                                                     <C>               <C>             <C>             <C>
    I                      LESS THAN 1.0:1.0                          40.0 bps        0.0 bps          10.0 bps      10.0 bps
   II    GREATER THAN OR EQUAL TO 1.0:1.0, but LESS THAN 1.5:1.0      50.0 bps        0.0 bps          12.5 bps      12.5 bps
   III   GREATER THAN OR EQUAL TO 1.5:1.0, but LESS THAN 2.0:1.0      60.0 bps        0.0 bps          15.0 bps      12.5 bps
   IV    GREATER THAN OR EQUAL TO 2.0:1.0, but LESS THAN 2.5:1.0      77.5 bps        0.0 bps          22.5 bps      12.5 bps
    V                GREATER THAN OR EQUAL TO 2.5:1.0                 97.5 bps        0.0 bps          27.5 bps      12.5 bps

</TABLE>

       To the extent the above-referenced Leverage Pricing Grid is applicable,
the Applicable Percentage for Eurodollar Loans, ABR Loans, the Facility Fee
and the Utilization Fee shall, in each case, be determined and adjusted
quarterly on the fifth Business Day after the date by which Borrower is
required from time to time to provide the Compliance Certificate (each a
"CONSOLIDATED LEVERAGE RATIO CALCULATION DATE"); except that (i) the initial
Applicable Percentage, in each case, shall be based on Pricing Level II (as
shown above) and shall remain at Pricing Level II until the occurrence of the
Consolidated Leverage Ratio Calculation Date relating to the first fiscal
quarter of Parent occurring in fiscal year 2000 (i.e., March 31, 2000) and,
thereafter, the Pricing Level shall be determined by the then current
Consolidated Leverage Ratio, and (ii) if at any time that the Leverage Pricing
Grid is applicable, Borrower fails to provide to Administrative Agent the
Compliance Certificate on a timely basis, the Applicable Percentage, in each
case, from the corresponding Consolidated Leverage Ratio Calculation Date
shall be based on Pricing Level V (referenced in the Leverage Pricing Grid)
until such time that such Compliance Certificate is provided, whereupon the
Pricing Level shall be determined by the then current Consolidated Leverage
Ratio as specified in such Compliance Certificate.  Each Applicable Percentage
shall be effective from one Consolidated Leverage Ratio Calculation Date until
the next Consolidated Leverage Ratio Calculation Date. Any adjustment in the
Applicable Percentage shall be applicable to the Facility Fee, the Utilization
Fee and all existing Eurodollar Loans and ABR Loans as well as any new
Eurodollar Loans and ABR Loans made or issued.

<TABLE>
<CAPTION>

                                                              Debt Rating Pricing Grid
                                                              ------------------------

                                                      Applicable            Applicable         Applicable         Applicable
 Pricing                                            Percentage for        Percentage for     Percentage for     Percentage for
  Level                  Debt Rating               Eurodollar Loans         ABR Loans         Facility Fee      Utilization Fee
  -----                  -----------               ----------------         ---------         ------------      ---------------
 <S>           <C>                                 <C>                    <C>                <C>                <C>
       I         A or better by S&P or A2 or           29.5 bps              0.0 bps              8.0 bps           10.0 bps
                      better by Moody's
      II                A- by S&P or                   40.0 bps              0.0 bps             10.0 bps           10.0 bps
                        A3 by Moody's
      III               BBB+ by S&P or                 50.0 bps              0.0 bps             12.5 bps           12.5 bps
                       Baa1 by Moody's
      IV                BBB by S&P or                  60.0 bps              0.0 bps             15.0 bps           12.5 bps
                       Baa2 by Moody's
       V       BBB- or below by S&P or Baa3 or         77.5 bps              0.0 bps             22.5 bps           12.5 bps
                below by Moody's or if a Debt
                Rating is no longer available
                  for either S&P or Moody's

</TABLE>

                                       3

<PAGE>

       To the extent the above-referenced Debt Rating Pricing Grid is
applicable, the Applicable Percentage for Eurodollar Loans, ABR Loans, the
Facility Fee and the Utilization Fee shall, in each case, be determined as of
the date either Rating Agency provides a Debt Rating and thereafter shall be
adjusted as of the date the Debt Rating changes (each a "DEBT RATING
CALCULATION DATE"); PROVIDED, HOWEVER, (i) if Parent no longer has a Debt
Rating by either S&P or Moody's (i.e., neither S&P nor Moody's provides a Debt
Rating for Parent), then the Applicable Percentage shall be determined based
on Pricing Level V (referenced in the Debt Rating Pricing Grid), (ii) if
Parent shall have a Debt Rating by both S&P and Moody's split by one Pricing
Level, then the higher of the two ratings shall apply, (iii) if Parent shall
have a Debt Rating by both S&P and Moody's split by two Pricing Levels, then
the Pricing Level between the two split Pricing Levels shall apply and (iv) if
Parent shall have a Debt Rating by both S&P and Moody's split by more than two
Pricing Levels, then the first Pricing Level below the higher of the two split
Pricing Levels shall apply. Each Applicable Percentage shall be effective
from one Debt Rating Calculation Date until the next Debt Rating Calculation
Date. Any adjustment in the Applicable Percentage shall be applicable to the
Facility Fee, the Utilization Fee and all existing Eurodollar Loans and ABR
Loans as well as any new Eurodollar Loans and ABR Loans made or issued.

       "APPLICABLE TIME" means Dallas, Texas time.

       "ARRANGER" means Banc of America Securities LLC, in its capacity as
sole arranger and sole book manager.

       "ASSET DISPOSITION" shall mean and include the sale, lease or other
disposition of any property or asset (including without limitation the Capital
Stock of a Subsidiary) by Borrower or any Consolidated Subsidiary; but for
purposes hereof shall not include, in any event, (a) the sale of inventory in
the ordinary course of business, (b) the sale or disposition of machinery and
equipment no longer used or useful in the conduct of business, (c) a sale,
lease, transfer or other disposition of property or assets by Borrower to any
Consolidated Subsidiary or by any Consolidated Subsidiary to Borrower, or (d)
a sale, transfer or other disposition of Securitization Receivables in
connection with a Permitted Securitization Transaction.

       "ASSIGNMENT AND ACCEPTANCE" means an Assignment and Acceptance
substantially in the form of EXHIBIT D.

       "ATTORNEY COSTS" means and includes all reasonable fees and
disbursements of any law firm or other external legal counsel and the
allocated reasonable cost of internal legal services and all disbursements of
internal counsel.

       "ATTRIBUTED PRINCIPAL AMOUNT" shall mean, on any day, with respect to
any Securitization Transaction entered into by Borrower or any of its
Consolidated Subsidiaries, the aggregate amount (with respect to any such
transaction, the "INVESTED AMOUNT") paid to, or borrowed by, such Person as of
such date under such Securitization Transaction, MINUS the aggregate amount

                                       4
<PAGE>

received by the applicable receivables financier and applied to the reduction
of the Invested Amount under such Securitization Transaction.

       "AUDITED FINANCIAL STATEMENTS" means the audited consolidated balance
sheet of Parent and its Consolidated Subsidiaries for the fiscal year ended
and the related consolidated statements of income and cash flows for such
fiscal year of Borrower.

       "BANK OF AMERICA" means Bank of America, N.A.

       "BANKRUPTCY CODE" shall mean Title 11 of the United States Code
entitled "Bankruptcy," as now or hereafter in effect or any successor thereto.

       "BORROWER" has the meaning set forth in the introductory paragraph
hereto.

       "BORROWING" and "BORROW" each mean a borrowing of Loans hereunder.

       "BORROWING DATE" means the date that a Loan is made, which shall be a
Business Day.

       "BUSINESS DAY" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in San Francisco, California, Dallas, Texas or
New York, New York are authorized or required by law to close; PROVIDED,
HOWEVER, that when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

       "CALCULATION DATE" shall mean the Consolidated Leverage Ratio
Calculation Date or the Debt Rating Calculation Date, as each such term has
been defined in the definition of "Applicable Percentage".

       "CAPITALIZED LEASE" shall mean, as applied to any Person, any lease of
property (whether real, personal, tangible, intangible or mixed of such
Person) by such Person as the lessee which at the time would be capitalized on
a balance sheet of such Person prepared in accordance with GAAP.

       "CAPITAL STOCK" shall mean any nonredeemable capital stock of Borrower
or any of its Subsidiaries, whether common or preferred.

       "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as
amended by the Superfund Amendments and Reauthorization Act of 1986.

       "CLOSING DATE" means the date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 4.01.

       "CO-AGENTS" means Citibank, N.A., SunTrust Bank, Bank One, Texas, N.A.,
First Union National Bank and The Norinchukin Bank, New York Branch, in their
capacity as co-agents hereunder.

                                       5

<PAGE>

       "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute thereto, together with rules and
regulations promulgated thereunder.

       "COMMITMENT" means, for each Lender, the amount set forth opposite such
Lender's name on SCHEDULE 2.01, as such amount may be reduced or adjusted from
time to time in accordance with the terms of this Agreement (collectively, the
"COMBINED COMMITMENTS").

       "COMMITTED LOAN" means an ABR Loan or a Eurodollar Loan made to
Borrower by a Lender in accordance with its Pro Rata Share pursuant to Section
2.01, except as otherwise provided herein.

       "COMMITTED LOAN NOTE" means a promissory note made by Borrower in favor
of a Lender evidencing Committed Loans made by such Lender, substantially in
the form of EXHIBIT C (collectively, the "COMMITTED LOAN NOTES").

       "COMPETITIVE BID" means (a) a written bid delivered to Administrative
Agent to provide Competitive Loans, substantially in the form of EXHIBIT E-2,
duly completed and signed by a Lender, or (b) a telephonic bid made by a
Lender to Administrative Agent to provide Competitive Loans including the
substance of EXHIBIT E-2, promptly confirmed by a written Competitive Bid.

       "COMPETITIVE BID MAXIMUM" means the maximum amount(s) a Lender is
willing to bid under a Competitive Bid for all Competitive Loans included
therein and/or individual Competitive Loans included therein.

       "COMPETITIVE BID REQUEST" means a written request substantially in the
form of EXHIBIT E-1 duly completed and signed by a Responsible Officer of
Borrower and delivered by Requisite Notice.

       "COMPETITIVE LOAN" means a Loan made by a Lender pursuant to Section
2.03.

       "COMPETITIVE LOAN MINIMUM AMOUNT" means, with respect to each of the
following actions with respect to each type of Competitive Loan, the following
amounts set forth opposite such action under such type of Competitive Loan (a
reference to "COMPETITIVE LOAN MINIMUM AMOUNT" shall also be deemed a
reference to the multiples in excess thereof set forth on the last line below):


<TABLE>
<CAPTION>

                                             Absolute Rate       Eurodollar Base
               Minimum Amount for                Bids               Rate Bids
          -----------------------------------------------------------------------
          <S>                                <C>                 <C>
           Competitive Bid Requests           $10,000,000          $10,000,000
           Competitive Bids                   $ 5,000,000          $ 5,000,000
           Competitive Loans                  $ 5,000,000          $ 5,000,000
           With multiples in excess of
            above amounts equal to            $ 1,000,000          $ 1,000,000

</TABLE>

                                       6


<PAGE>

       "COMPETITIVE LOAN NOTE" means a promissory note made by Borrower in
favor of a Lender evidencing Competitive Loans made by such Lender,
substantially in the form of EXHIBIT E-3 (collectively, the "COMPETITIVE LOAN
NOTES").

       "COMPETITIVE LOAN REQUISITE TIME" means, with respect to any of the
actions listed below, the time and date set forth opposite such action:


<TABLE>
<CAPTION>


                                       Applicable                                             Eurodollar Base
         Type of Action                   Time             Absolute Rate Bid                      Rate Bid
-----------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                           <C>
 Delivery of Competitive Bid           11:00 a.m.         1 Business Day prior          4 Business Days prior to
 Request                                                  to Borrowing Date             Borrowing Date
 Delivery of Competitive Bid by         8:15 a.m.         Borrowing Date                3 Business Days prior to
 Bank of America                                                                        Borrowing Date
 Delivery of Competitive Bid by         8:30 a.m.         Borrowing Date                3 Business Days prior to
 other Lenders                                                                          Borrowing Date
 Notification to Borrower of            9:15 a.m.         Borrowing Date                3 Business Days prior to
 Competitive Bids                                                                       Borrowing Date
 Borrower's acceptance of               9:30 a.m.         Borrowing Date                3 Business Days prior to
 Competitive Bids                                                                       Borrowing Date

</TABLE>

       "COMPETITIVE LOAN SUBLIMIT" means an amount equal to the lesser of the
combined Commitments and $100 million. The Competitive Loan Sublimit is part
of, and not in addition to, the combined Commitments.

       "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of EXHIBIT B, properly completed and signed by a Responsible Officer of
Borrower.

       "CONSOLIDATED EBITDA" shall mean, as of any date for the four fiscal
quarter period ending on such date with respect to Parent and its Consolidated
Subsidiaries on a consolidated basis, the sum of (i) Consolidated Net Income,
plus (ii) an amount which, in the determination of Consolidated Net Income,
has been deducted for (A) interest expense, (B) total federal, state, local
and foreign income, value added and similar taxes and (C) depreciation and
amortization expense, all as determined in accordance with GAAP.

       "CONSOLIDATED GROSS REVENUE" shall mean total revenues as reported in
the consolidated income statement of Parent and its Consolidated Subsidiaries,
as determined in accordance with GAAP.

       "CONSOLIDATED LEVERAGE RATIO" shall mean, as of the end of any fiscal
quarter of Parent and its Consolidated Subsidiaries for the four fiscal
quarter period ending on such date with respect to Parent and its Consolidated
Subsidiaries on a consolidated basis, the ratio of (a) Funded Debt of Parent
and its Consolidated Subsidiaries on a consolidated basis on the last day of
such period to (b) Consolidated EBITDA for such period.

       "CONSOLIDATED LEVERAGE RATIO CALCULATION DATE" shall have the meaning
given to such term in the definition of "Applicable Percentage".

                                       7

<PAGE>

       "CONSOLIDATED NET INCOME" shall mean, as of any date for the four
fiscal quarter period ending on such date with respect to Parent and its
Consolidated Subsidiaries on a consolidated basis, net income (excluding
extraordinary items) determined in accordance with GAAP.

       "CONSOLIDATED NET WORTH" shall mean, as of any date with respect to
Parent and its Consolidated Subsidiaries on a consolidated basis,
shareholders' equity or net worth, as determined in accordance with GAAP.

       "CONSOLIDATED SUBSIDIARY" shall mean, as to any Person, any Subsidiary
of such Person which under the rules of GAAP consistently applied should have
its financial results consolidated with those of such Person for purposes of
financial accounting statements.

       "CONSOLIDATED TANGIBLE NET WORTH" shall mean, as of any date with
respect to Parent and its Consolidated Subsidiaries on a consolidated basis,
Consolidated Net Worth minus intangible assets as determined in accordance
with GAAP.

       "CONTINUATION" and "CONTINUE" mean, with respect to any Eurodollar
Loan, the continuation of such Eurodollar Loan as a Eurodollar Loan on the
last day of the Interest Period for such Loan.

       "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking
to which such Person is a party or by which it or any of its property is bound.

       "CONTROLLED GROUP" shall mean as of the applicable date all members of
a controlled group of corporations and all trades or businesses (whether or
not incorporated) under common control which, together with Borrower, are
treated as a single employer under Section 414 of the Code.

       "CONVERSION" and "CONVERT" mean, with respect to any Loan, the
conversion of such Loan from or into another type of Loan.

       "DEBT RATING" shall mean, as of any date of determination thereof, the
rating most recently published by the Rating Agencies relating to the
unsecured, unsupported senior long-term debt obligations of Parent.

       "DEBT RATING CALCULATION DATE" shall have the meaning given to such
term in the definition of "Applicable Percentage".

       "DEBTOR RELIEF LAWS" means the Bankruptcy Code, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States of America
or other applicable jurisdictions from time to time in effect affecting the
rights of creditors generally.

                                       8

<PAGE>

       "DEFAULT" shall mean any event, act or condition which is not cured
pursuant to this Agreement or the other Loan Documents which with notice or
lapse of time, or both, would constitute an Event of Default.

       "DEFAULT RATE" shall have the meaning provided in Section 2.07(b).

       "DESIGNATED DEPOSIT ACCOUNT" means a deposit account maintained by
Borrower with Bank of America, as from time to time designated by Borrower to
Administrative Agent by Requisite Notice.

       "DOLLARS" and "$" shall mean dollars in lawful currency of the United
States of America.

       "ELIGIBLE ASSIGNEE" shall mean (a) a Lender; (b) an Affiliate of a
Lender; and (c)(i) a commercial bank, savings and loan association or savings
bank organized under the laws of the United States, or any state thereof, and
having total assets in excess of $500,000,000, and (ii) a finance company,
insurance company, other financial institution, fund or other entity that is
an "accredited investor" (as defined in Regulation D promulgated under the
Securities Act of 1933, as amended), is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business
and has total assets in excess of $500,000,000, provided that in the case of
clause (i) and (ii) above, such Person shall be approved by Administrative
Agent and, unless an Event of Default has occurred and is continuing at the
time any assignment is effected in accordance with the Loan Documents,
Borrower, such approval not to be unreasonably withheld or delayed by Borrower
and such approval to be deemed given by Borrower if no objection is received
by the assigning Lender and Administrative Agent from Borrower within five
Business Days after notice of such proposed assignment has been provided by
the assigning Lender to Borrower; PROVIDED, HOWEVER, that neither Borrower nor
an Affiliate of Borrower shall qualify as an Eligible Assignee.

       "EMPLOYEE BENEFIT PLAN" shall have the meaning given to the term "Plan."

       "ENVIRONMENTAL CLAIM" shall mean any investigation, written notice,
violation, written demand, written allegation, action, suit, injunction,
judgment, order, consent decree, penalty, fine, lien, proceeding, or claim
(whether administrative, judicial, or private in nature) arising pursuant to,
or in connection with, an actual or alleged violation of any Environmental Law
(a) in connection with any Hazardous Substance, (b) from any abatement,
removal, remedial, corrective, or other response action in connection with a
Hazardous Substance, Environmental Law, or other order of a Governmental
Authority or (c) from any actual or alleged damage, injury, threat, or harm to
health, safety, natural resources, or the environment.

       "ENVIRONMENTAL LAWS" shall mean any Law, permit, consent, approval,
license, award, or other authorization or requirement of any Governmental
Authority relating to emissions, discharges, releases or threatened releases
of any Hazardous Substance into ambient air, surface water, ground water,
publicly-owned treatment works, septic system, or land, or otherwise relating
to the handling, storage, treatment, generation, use, or disposal of Hazardous
Substances, pollution or to the protection of health or the environment,
including without limitation

                                       9

<PAGE>

CERCLA, the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section
6901, et seq., and state statutes analogous thereto.

       "ENVIRONMENTAL VIOLATION" shall mean any activity, occurrence or
condition that violates or threatens (if the threat requires remediation under
any Environmental Law and is not remediated during any grace period allowed
under such Environmental Law) to violate or results in or threatens (if the
threat requires remediation under any Environmental Law and is not remediated
during any grace period allowed under such Environmental Law) to result in
noncompliance with any Environmental Law.

       "EQUITY ISSUANCE" shall mean any issuance by Parent or any Consolidated
Subsidiary of Parent to any Person of (a) shares of its Capital Stock, (b) any
shares of its Capital Stock pursuant to the exercise of options or warrants,
(c) any shares of its Capital Stock pursuant to the conversion of any debt
securities to equity or (d) any options or warrants relating to its Capital
Stock, excluding any of the foregoing with respect to any employee programs.
The term "Equity Issuance" shall not include any Asset Disposition.

       "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

       "ERISA AFFILIATE" shall mean each entity required to be aggregated with
Borrower pursuant to the requirements of Section 414 of the Code.

       "ERISA EVENT" shall mean (a) with respect to any Pension Plan, the
occurrence of a Reportable Event or the substantial cessation of operations
(within the meaning of Section 4062(e) of ERISA); (b) the withdrawal by
Borrower, any Subsidiary of Borrower or any ERISA Affiliate from a Multiple
Employer Plan during a plan year in which it was a substantial employer (as
such term is defined in Section 4001(a)(2) of ERISA), or the termination of a
Multiple Employer Plan; (c) the distribution of a notice of intent to
terminate or the actual termination of a Pension Plan pursuant to Section
4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to terminate
or the actual termination of a Pension Plan by the PBGC under Section 4042 of
ERISA; (e) any event or condition which would reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (f) the conditions
for imposition of a lien under Section 302(f) of ERISA exist with respect to
any Pension Plan; or (g) the adoption of an amendment to any Pension Plan
requiring the provision of security to such Pension Plan pursuant to Section
307 of ERISA, but only to the extent any of the foregoing events results in,
or is reasonably expected to result in, liability to Borrower or any
Subsidiary of Borrower in excess of $15,000,000.

       "EURODOLLAR LOANS" shall mean Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

       "EURODOLLAR MARGIN BID" has the meaning set forth in Section 2.03(b).

                                      10

<PAGE>

       "EURODOLLAR RATE" means for any Interest Period with respect to any
Eurodollar Loan, a rate per annum determined by Administrative Agent pursuant
to the following formula:


<TABLE>

              <S>               <C>    <C>
                                                EURODOLLAR BASE RATE
              Eurodollar               ------------------------------------
                Rate            =      1.00 - Eurodollar Reserve Percentage


</TABLE>


       Where,

              "EURODOLLAR BASE RATE" means, for any Eurodollar Loan comprising
       part of the same borrowing or advance (including without limitation
       conversions, extensions and renewals), for any Interest Period therefor,
       the rate per annum (rounded upwards, if necessary, to the nearest 1/100
       of 1%) appearing on Dow Jones Markets (f/k/a Telerate) Page 3750 (or any
       successor page) as the London interbank offered rate for deposits in
       Dollars at approximately 11:00 a.m. (London time) two Business Days prior
       to the first day of such Interest Period for a term comparable to such
       Interest Period. If for any reason such rate is not available, the term
       "Eurodollar Base Rate" shall mean, for any Eurodollar Loan for any
       Interest Period therefor, the rate per annum (rounded upwards, if
       necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO
       Page as the London interbank offered rate for deposits in Dollars at
       approximately 11:00 a.m. (London time) two Business Days prior to the
       first day of such Interest Period for a term comparable to such Interest
       Period; except that if more than one rate is specified on Reuters Screen
       LIBO Page, the applicable rate shall be the arithmetic mean of all such
       rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).  As
       used herein, "REUTERS SCREEN LIBO PAGE" means the display designated as
       page "LIBO" on the Reuters Monitor Money Rates Service (or such other
       page as may replace the LIBO page on that service for the purpose of
       displaying London interbank offered rates of major banks) ("RMMRS").  In
       the event the RMMRS is not then quoting such offered rates, "Eurodollar
       Base Rate" shall mean for the Interest Period for each Eurodollar Loan
       comprising part of the same borrowing or advance (including without
       limitation conversions, extensions and renewals), the average (rounded
       upward to the nearest one sixteenth (1/16) of one percent (1%)) per annum
       rate of interest determined by the office of Administrative Agent (each
       such determination to be conclusive and binding) as of two (2) Business
       Days prior to the first day of such Interest Period, as the effective
       rate at which deposits in immediately available funds in U.S. dollars are
       being, have been, or would be offered or quoted by Bank of America, N.A.
       to major banks in the applicable interbank market for Eurodollar deposits
       at any time during the Business Day which is the second Business Day
       immediately preceding the first day of such Interest Period, for a term
       comparable to such Interest Period and in the amount of the requested
       Eurodollar Loan.  If no such offers or quotes are generally available for
       such amount, then Administrative Agent shall be entitled to determine the
       Eurodollar Base Rate by estimating in its reasonable judgment the per
       annum rate (as described above) that would be applicable if such quote or
       offers were generally available.

              "EURODOLLAR RESERVE PERCENTAGE" means, for any day during any
       Interest Period, the reserve percentage (expressed as a decimal, rounded
       upward to the next 1/100th of 1%) in effect on such day, whether or not
       applicable to any Lender, under regulations issued from time to time by
       the Board of Governors of the Federal Reserve System for

                                      11

<PAGE>

       determining the maximum reserve requirement (including any emergency,
       supplemental or other marginal reserve requirement) with respect to
       Eurocurrency funding (currently referred to as "Eurocurrency
       liabilities").  The Eurodollar Base Rate for each outstanding
       Eurodollar Loan shall be adjusted automatically as of the effective
       date of any change in the Eurodollar Reserve Percentage.

       The determination of the Eurodollar Reserve Percentage and the
Eurodollar Base Rate by Administrative Agent shall be conclusive in the
absence of manifest error.

       "EVENT OF DEFAULT" means any of the events specified in Section 8.

       "EXEMPT PAYMENTS" shall have the meaning provided in Section 3.01.

       "EXTENSION OF CREDIT" means (a) a Borrowing, Conversion or Continuation
of Loans and (b) a Letter of Credit Action wherein a new Letter of Credit is
issued or which has the effect of increasing the amount of, extending the
maturity of, or making a material modification to an outstanding Letter of
Credit or the reimbursement of drawings thereunder (collectively, the
"EXTENSIONS OF CREDIT").

       "FACILITY FEE" shall have the meaning given to such term in Section
2.08(a).

       "FEDERAL FUNDS EFFECTIVE RATE" shall have the meaning given to such
term in the definition of "ABR".

       "FUNDED DEBT" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person under conditional sale or
other title retention agreements relating to property purchased by such Person
(other than customary reservations or retentions of title under agreements
with suppliers entered into in the ordinary course of business), (d) all
obligations of such Person issued or assumed as the deferred purchase price of
property or services purchased by such Person (other than trade debt incurred
in the ordinary course of business and due within six months of the incurrence
thereof), (e) the principal portion of all obligations of such Person under
Capitalized Leases, (f) all Support Obligations of such Person with respect to
Funded Debt of another Person, (g) the maximum available amount of all standby
letters of credit or acceptances or bank guarantees issued or created for the
account of such Person (excluding all performance standby letters of credit
and performance bank guarantees), (h) all Funded Debt of another Person
secured by a Lien on any property of such Person, whether or not such Funded
Debt has been assumed, PROVIDED that for purposes hereof the amount of such
Funded Debt shall be limited to the lesser of (A) the amount of such Funded
Debt as to which there is recourse to such property and (B) the fair market
value of the property which is subject to such Lien, (i) the outstanding
Attributed Principal Amount under any Securitization Transaction, and (j) the
principal balance outstanding under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product to which such Person is a party, where such transaction is considered
borrowed money indebtedness for tax purposes but is classified as an operating
lease in accordance with GAAP.  The Funded Debt of any Person shall include
the Funded Debt of any partnership or joint venture in which such Person is a

                                      12

<PAGE>

general partner or joint venturer, but only to the extent to which there is
recourse to such Person for the payment of such Funded Debt.

       "GAAP" shall mean generally accepted accounting principles set forth in
the opinions and pronouncements of the accounting principles board of the
American Institute of Certified Public Accountants, and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, that are applicable to the circumstances as of the
date of determination.

       "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

       "HAZARDOUS SUBSTANCE" shall mean any of the following:  (a) any
petroleum or petroleum product, explosives, radioactive materials, asbestos,
formaldehyde, polychlorinated biphenyls, lead and radon gas; (b) any
substance, material, product, derivative, compound or mixture, mineral,
chemical, waste, gas, medical waste, or pollutant, in each case whether
naturally occurring, man-made or the by-product of any process, that is toxic,
harmful or hazardous to the environment or human health or safety as
determined in accordance with any Environmental Law; or (c) any substance,
material, product, derivative, compound or mixture, mineral, chemical, waste,
gas, medical waste or pollutant that would support the assertion of any claim
under any Environmental Law, whether or not defined as hazardous as such under
any Environmental Law.

       "INDEBTEDNESS" of a Person shall mean, without duplication, such
Person's:

              (a)    obligations for borrowed money;

              (b)    obligations representing the deferred purchase price of
       property (whether real, personal, tangible, intangible or mixed) or
       services (other than accounts payable arising in the ordinary course of
       such Person's business payable on terms customary in the trade);

              (c)    obligations, whether or not assumed, secured by liens or
       payable out of the proceeds or production from property now or hereafter
       owned or acquired by such Person;

              (d)    obligations which are evidenced by notes, acceptances or
       other instruments;

              (e)    Capitalized Lease obligations and the principal balance
       outstanding under any synthetic lease, tax retention operating lease,
       off-balance sheet loan or similar off-balance sheet financing product to
       which such Person is a party, where such transaction is considered
       borrowed money indebtedness for tax purposes but is classified as an
       operating lease in accordance with GAAP;


                                      13

<PAGE>

              (f)    net liabilities under interest rate swap, exchange or cap
       agreements;

              (g)    the outstanding Attributed Principal Amount under any
       Securitization Transactions; and

              (h)    contingent obligations in connection with any of the
       foregoing.

       "INDEMNIFIED LIABILITIES" shall mean any and all liabilities, losses,
costs or expenses (including Attorney Costs) that any Indemnitee suffers or
incurs as a result of the assertion of any claim, demand, action or cause of
action referenced in Section 10.13, including those liabilities caused by an
Indemnitee's own negligence (excluding any loss caused by the gross negligence
or willful misconduct of such Indemnitee and also excluding any loss asserted
against one Indemnitee by another Indemnitee).

       "INDEMNITEES" has the meaning set forth in Section 10.13.

       "INTEREST PERIOD" shall mean as to any Eurodollar Loan (i) with respect
to the initial Interest Period, the period beginning on the date of the first
Eurodollar Loan and ending one (1) month, two (2) months, three (3) months,
six (6) months or twelve (12) months thereafter (with respect solely to the
twelve (12) month alternative, only to the extent available to all Lenders),
as selected by Borrower in its applicable notice given with respect thereto
and (ii) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one
(1) month, two (2) months, three (3) months, six (6) months or twelve (12)
months thereafter (with respect solely to the twelve (12) month alternative,
only to the extent available to all Lenders), as selected by Borrower by
irrevocable notice to Administrative Agent in each case not less than three
(3) Business Days prior to the last day of the then current Interest Period
with respect thereto; except that all of the foregoing provisions relating to
Interest Periods are subject to the following:  (A) if any Interest Period
would end on a day which is not a Business Day, such Interest Period shall be
extended to the next succeeding Business Day (except that where the next
succeeding Business Day falls in the next succeeding calendar month, then on
the next preceding Business Day), (B) no Interest Period shall extend beyond
the Maturity Date, (C) where an Interest Period begins on a day for which
there is no numerically corresponding day in the calendar month in which the
Interest Period is to end, such Interest Period shall end on the last Business
Day of such calendar month, (D) with respect to Committed Loans, there shall
not be more than eight (8) Interest Periods outstanding at any one time, and
(E) with respect to Competitive Loans, there shall not be more than eight (8)
Interest Periods outstanding at any one time.

       "INVESTMENT COMPANY ACT" shall mean the Investment Company Act of 1940,
as amended, together with the rules and regulations promulgated thereunder.

       "IRS" means the United States Internal Revenue Service.

       "ISSUING LENDER" means Bank of America, or any successor issuing lender
hereunder.

                                      14

<PAGE>

       "LAW" shall mean any statute, law, ordinance, regulation, rule,
directive, order, writ, injunction or decree of any Governmental Authority.

       "LEASE FINANCING FACILITY" means that certain Lease Financing Facility
contemplated by the Operative Agreements, as such term is defined in Appendix
A to that certain Participation Agreement dated as of September 14, 1999 (as
amended, modified, extended, supplemented, restated and/or replaced from time
to time in accordance with the applicable provisions thereof, the
"PARTICIPATION AGREEMENT") among the Borrower, First Security Bank, National
Association (not individually, but solely as Owner Trustee, as such term is
defined in Appendix A to the Participation Agreement and except as expressly
stated in the Operative Agreements), the various banks and other lending
institutions which are parties thereto from time to time as the Lenders, the
various banks and other lending institutions which are parties thereto from
time to time as the Holders, and Bank of America, N.A., as agent for the
Lenders and the Holders, to the extent of their interests.

       "LENDER" means each lender from time to time party hereto and, as the
context requires, Issuing Lender.

       "LENDING OFFICE" means, as to any Lender, the office or offices of such
Lender described as such on SCHEDULE 10.02, or such other office or offices as
a Lender may from time to time notify Administrative Agent.

       "LETTER OF CREDIT" means any letter of credit issued or outstanding
hereunder.  Letters of Credit issued hereunder shall be solely standby letters
of credit.

       "LETTER OF CREDIT ACTION" means the issuance, supplement, amendment,
renewal, extension, modification or other action relating to a Letter of
Credit hereunder.

       "LETTER OF CREDIT APPLICATION" means an application for a Letter of
Credit Action from time to time in use by Issuing Lender.

       "LETTER OF CREDIT CASH COLLATERAL ACCOUNT" means a blocked deposit
account at Bank of America in which Borrower hereby grants a security interest
to Bank of America as security for Letter of Credit Usage and with respect to
which Borrower agrees to execute and deliver from time to time such
documentation as Administrative Agent or Bank of America may reasonably
request to further assure and confirm such security interest.

       "LETTER OF CREDIT SUBLIMIT" means an amount equal to the lesser of the
combined Commitments and $75 million.  The Letter of Credit Sublimit is part
of, and not in addition to, the combined Commitments.

       "LETTER OF CREDIT USAGE" means, as at any date of determination, the
aggregate undrawn face amount of outstanding Letters of Credit PLUS the
aggregate amount of all drawings under the Letters of Credit not reimbursed by
Borrower or converted into Committed Loans.

                                      15

<PAGE>

       "LIEN" shall mean any mortgage, pledge, security interest, encumbrance,
lien, option or charge of any kind.

       "LOAN" means any advance made by any Lender to Borrower as provided in
Section 2 (collectively, the "LOANS").

       "LOAN DOCUMENTS" means this Agreement and each Note, each Letter of
Credit Application, each Request for Extension of Credit, each certificate,
each fee letter, and each other instrument, document and agreement from time
to time delivered in connection with this Agreement.

       "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect upon (a)
the financial condition, operations or properties of Parent and its
Consolidated Subsidiaries, taken as a whole, or (b) the ability of Borrower to
perform in any material respect under the Loan Documents or (c) the validity
or enforceability against Borrower of any of the Loan Documents to which
Borrower is a party.

       "MATURITY DATE" means (a) September 14, 2004, or (b) such earlier date
upon which the combined Commitments may be terminated in accordance with the
terms of this Agreement.

       "MINIMUM AMOUNT" means, with respect to each of the following actions,
the minimum amount and any multiples in excess thereof set forth opposite such
action:


<TABLE>
<CAPTION>

                                              Minimum          Multiples in
              Type of Action                   Amount         excess thereof
    --------------------------------------------------------------------------
    <S>                                     <C>               <C>
      Borrowing or prepayment of, or        $ 5,000,000         $1,000,000
        Conversion into, ABR Loans
         Borrowing, prepayment or           $ 5,000,000         $1,000,000
      Continuation of, or Conversion
         into, Eurodollar Loans
         Letter of Credit Action            $ 1,000,000            None
         Reduction in Commitments           $10,000,000         $1,000,000
               Assignments                  $ 5,000,000            None


</TABLE>


       "MOODY'S" shall mean Moody's Investors Service, Inc., and any successor
thereto.

       "MULTIEMPLOYER PLAN" shall mean any plan described in Section
4001(a)(3) of ERISA to which contributions are or have been made or required
by Borrower or any of its Subsidiaries or ERISA Affiliates.

       "MULTIPLE EMPLOYER PLAN" shall mean a plan to which Borrower or any
ERISA Affiliate and at least one (1) other employer other than an ERISA
Affiliate is making or accruing an obligation to make, or has made or accrued
an obligation to make, contributions.

       "NEGATIVE PLEDGE" means a Contractual Obligation that restricts Liens
on property.

                                      16

<PAGE>

       "NOTES" means, collectively, the Committed Loan Notes and the
Competitive Loan Notes.

       "OBLIGATIONS" means all advances to, and debts, liabilities,
obligations, covenants and duties of Borrower arising under any Loan Document,
whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement of any proceeding under
any Debtor Relief Laws by or against Borrower or any Subsidiary or Affiliate
of Borrower.

       "ORGANIZATION DOCUMENTS" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws; (b) with respect
to any limited liability company, the articles of formation and operating
agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership or joint venture agreement and
any agreement, instrument, filing or notice with respect thereto filed in
connection with its formation with the secretary of state or other department
in the state of its formation, in each case as amended from time to time.

       "OUTSTANDING OBLIGATIONS" means, as of any date, and giving effect to
making any Extensions of Credit requested on such date and all payments,
repayments and prepayments made on such date, (a) when reference is made to
all Lenders, the sum of (i) the aggregate outstanding principal amount of all
Loans and (ii) all Letter of Credit Usage, and (b) when reference is made to
one Lender, the sum of (i) the aggregate outstanding principal amount of all
Loans made by such Lender, and (ii) such Lender's ratable risk participation
in all Letter of Credit Usage.

       "PARENT" shall mean Sabre Holdings Corporation, a Delaware corporation.

       "PBGC" shall mean the Pension Benefit Guaranty Corporation created by
Section 4002(a) of ERISA or any successor thereto.

       "PENSION PLAN" shall mean a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
Multiemployer Plan), and to which Borrower or any ERISA Affiliate may have any
liability, including without limitation any liability by reason of having been
a substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five (5) years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

       "PERMITTED SECURITIZATION TRANSACTION" shall mean any Securitization
Transaction; PROVIDED that such Securitization Transaction is either (i)
nonrecourse to Borrower and its Subsidiaries and is on market terms and
conditions or (ii)(A) Administrative Agent shall be reasonably satisfied with
the structure and documentation for any such transaction and that the terms of
such transaction entered into after the Closing Date, including the discount
applicable to the receivables which are the subject of such financing and any
termination events, shall be (in the good faith understanding of
Administrative Agent) consistent with those prevailing in the market at the
time of commitment thereto for similar transactions involving a receivables
originator/servicer of similar credit quality and a receivables pool or other
similar characteristics and (B) the documentation for such transaction shall
not be amended or modified in a way which

                                      17

<PAGE>

is materially detrimental to the Lenders hereunder without the prior written
approval of Administrative Agent and Required Lenders.

       "PERSON" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, governmental authority or any other entity.

       "PLAN" shall mean any employee benefit plan (as defined in Section 3(3)
of ERISA) which is covered by ERISA and with respect to which Borrower, any
Subsidiary of Borrower or any ERISA Affiliate is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an
"employer" within the meaning of Section 3(5) of ERISA.

       "PRIME LENDING RATE" shall have the meaning given to such term in the
definition of "ABR".

       "PRO RATA SHARE" means, with respect to each Lender, the percentage of
the combined Commitments set forth opposite the name of such Lender on
SCHEDULE 2.01, as such share may be adjusted as contemplated herein.

       "RATING AGENCIES" shall mean Moody's and S&P or, in each case, any
successor nationally recognized statistical rating organization.

       "REGISTER" shall have the meaning provided in Section 10.04(c).

       "REGULATION D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.

       "REPORTABLE EVENT" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the notice requirement
has been waived by regulation.

       "REQUEST FOR EXTENSION OF CREDIT" means, unless otherwise specified
herein, (a) with respect to a Borrowing, Conversion or Continuation of
Committed Loans, a written request substantially in the form of EXHIBIT A, (b)
with respect to a Letter of Credit Action, a Letter of Credit Application, and
(c) with respect to a Competitive Loan, a Competitive Bid Request.

       "REQUIREMENTS OF LAW" means, as to any Person, any law, treaty, rule,
regulation or ordinance (including, Environmental Laws) or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or to which any of its material property is
subject.

       "REQUISITE LENDERS" means, as of any date of determination:  (a) if the
Commitments are then in effect, Lenders (excluding any Lenders not funding
when required to so hereunder) having in the aggregate more than 50% of the
combined Commitments then in effect and (b) if the Commitments have then been
terminated and there are Outstanding Obligations, Lenders holding Outstanding
Obligations aggregating more than 50% of such Outstanding Obligations.

                                      18

<PAGE>

       "REQUISITE NOTICE" means, unless otherwise provided herein, (a)
irrevocable written notice to the intended recipient or (b) except with
respect to Letter of Credit Actions (which must be in writing), irrevocable
telephonic notice to the intended recipient, promptly followed by a written
notice to such recipient. Such notices shall be (i) delivered to such
recipient at the address or telephone number specified on SCHEDULE 10.02 or as
otherwise designated by such recipient by Requisite Notice to Administrative
Agent, and (ii) if made by Borrower, given or made by a Responsible Officer of
Borrower.  Any written notice delivered in connection with any Loan Document
shall be in the form, if any, prescribed herein or therein.  Any notice sent
by other than hardcopy shall be promptly confirmed by a telephone call to the
recipient and, if requested by Administrative Agent, by a manually-signed
hardcopy thereof.

       "REQUISITE TIME" means, with respect to any of the actions listed
below, the time and date set forth below opposite such action:


<TABLE>
<CAPTION>

                                            Applicable
               Type of Action                  Time               Date of Action
       ------------------------------------------------------------------------------------
       <S>                                  <C>              <C>
       Delivery of Request for Extension
       of Credit for, or notice for:
       -   Borrowing or prepayment of,       11:00 a.m.      Same date as such Borrowing,
           or Conversion into, ABR                           prepayment or Conversion
           Loans

       -   Borrowing, prepayment or          11:00 a.m.      3 Business Days prior to such
           Continuation of, or                               Borrowing, prepayment,
           Conversion into, Eurodollar                       Continuation or Conversion
           Loans

       -   Letter of Credit Action           11:00 a.m.      2 Business Days prior to such
                                                             action (OR SUCH LESSER TIME
                                                             WHICH IS ACCEPTABLE TO ISSUING
                                                             LENDER)

       -   Voluntary reduction in or         11:00 a.m.      2 Business Days prior to such
           termination of Commitments                        reduction or termination
       Payments by Lenders or Borrower to     1:00 p.m.      On date payment is due
       Administrative Agent

</TABLE>

       "RESPONSIBLE OFFICER" means the president, chief financial officer,
treasurer or assistant treasurer of Borrower.  Any document or certificate
hereunder that is signed by a Responsible Officer of Borrower shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of Borrower and such Responsible
Officer shall be conclusively presumed to have acted on behalf of Borrower.

       "S&P" shall mean Standard and Poor's Rating Group, a division of The
McGraw Hill Companies, Inc. and any successor thereto.

       "SECURITIZATION RECEIVABLES" shall have the meaning assigned to such
term in the definition of "Securitization Transaction".

       "SECURITIZATION SUBSIDIARY" shall have the meaning assigned to such
term in the definition of "Securitization Transaction".

                                      19

<PAGE>

       "SECURITIZATION TRANSACTION" shall mean any financing transaction or
series of financing transactions that have been or may be entered into by
Borrower or any of its Consolidated Subsidiaries pursuant to which such entity
may sell, convey or otherwise transfer to a Subsidiary or an Affiliate of
Borrower (a "SECURITIZATION SUBSIDIARY"), or any other Person, or may grant a
security interest in, any accounts receivable, notes receivable, rights to
future lease payments or residuals or other similar rights to payment (the
"SECURITIZATION RECEIVABLES") (whether such Securitization Receivables are
then existing or arising in the future) of such entity, and any assets related
thereto, including without limitation, all security interests in merchandise
or services financed thereby, the proceeds of such Securitization Receivables,
and other assets which are customarily sold or in respect of which security
interests are customarily granted in connection with securitization
transactions involving such assets.

       "SPIN-OFF TRANSACTION" shall mean the spin-off of Parent from AMR
Corporation.

       "SUBSIDIARY" shall mean, as to any Person, (a) any corporation more
than fifty percent (50%) of whose Capital Stock of any class or classes having
by the terms thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at the time, any
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time owned by such
Person directly or indirectly through Subsidiaries, and (b) any partnership,
association, limited liability company, joint venture or other entity in which
such Person directly or indirectly through Subsidiaries has more than fifty
percent (50%) equity interest at any time.  Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in any Loan Document shall
refer to a Subsidiary or Subsidiaries of Borrower or Parent, as the context of
usage in the particular provision requires.

       "SUPPORT OBLIGATIONS" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or
collection) guaranteeing or intended to guarantee any Funded Debt of any other
Person in any manner, whether direct or indirect, and including without
limitation any obligation, whether or not contingent, (i) to purchase any such
Funded Debt or any property constituting security therefor, (ii) to advance or
provide funds or other support for the payment or purchase of any such Funded
Debt or to maintain working capital, solvency or other balance sheet condition
of such other Person (including without limitation keep well agreements,
maintenance agreements, comfort letters or similar agreements or arrangements)
for the benefit of any holder of Funded Debt of such other Person, (iii) to
lease or purchase property, securities or services primarily for the purpose
of assuring the holder of such Funded Debt, or (iv) to otherwise assure or
hold harmless the holder of such Funded Debt against loss in respect thereof.
The amount of any Support Obligation hereunder shall (subject to any
limitations set forth therein) be deemed to be an amount equal to the
outstanding principal amount (or maximum principal amount, if larger) of the
Funded Debt in respect of which such Support Obligation is made.

       "TO THE BEST KNOWLEDGE OF" means, when modifying a representation,
warranty or other statement of any Person, that the fact or situation
described therein is known by such Person (or,

                                      20

<PAGE>

in the case of a Person other than a natural Person, known by any officer of
such Person) making the representation, warranty or other statement.

       "TYPE" of Loan means (a) an ABR Loan, (b) a Eurodollar Loan, (c) a
Competitive Loan bearing interest at an Absolute Rate and (d) a Competitive
Loan bearing interest based on the Eurodollar Base Rate.

       "UNFUNDED LIABILITY" shall mean, with respect to any Plan, at any time,
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plan, but only to the extent that such excess represents a potential liability
of Parent or any member of the Controlled Group to the PBGC or such Plan under
Title IV of ERISA.

       "UNIFORM COMMERCIAL CODE" and "UCC" shall mean the Uniform Commercial
Code as in effect in any applicable jurisdiction.

       "U.S. PERSON" shall have the meaning provided in Section 3.01.

       "U.S. TAXES" shall have the meaning provided in Section 3.01.

       "UTILIZATION FEE" shall have the meaning given to such term in Section
2.08(b).

       "WITHHOLDINGS" shall have the meaning provided in Section 3.01.

       "YEAR 2000 COMPLIANT" shall have the meaning given to such term in
Section 6.2(v) of the Participation Agreement.

       "YEAR 2000 PROBLEM" shall mean the risk that computer applications used
by Borrower, any of its Subsidiaries or any supplier, vendor or customer of
Borrower or any of its Subsidiaries (a) did not or will not function as
effectively and reliably after January 1, 2000 as they did prior to January 1,
2000 or (b) were not or are not able to recognize and properly perform
date-sensitive functions involving certain dates prior to and any date after
December 31, 1999.

       1.02   USE OF CERTAIN TERMS.  (a)  All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto or thereto, unless otherwise defined therein.

       (b)    As used herein, unless the context requires otherwise, the
masculine, feminine and neuter genders and the singular and plural include one
another.

       (c)    The words "HEREIN" and "HEREUNDER" and words of similar import
when used in any Loan Document shall refer to the Loan Documents as a whole
and not to any particular provision thereof.  The term "INCLUDING" is by way
of example and not limitation.  References herein to a Section, subsection or
clause shall, unless the context otherwise requires, refer to the appropriate
Section, subsection or clause in this Agreement.

                                      21

<PAGE>

       (d)    The term "OR" is disjunctive; the term "AND" is conjunctive.
The term "SHALL" is mandatory; the term "MAY" is permissive.

       1.03   ACCOUNTING.  (a)     ACCOUNTING TERMS.  In each Loan Document,
unless expressly otherwise provided, accounting terms shall be construed and
interpreted, and accounting determinations and computations shall be made, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent (except for changes agreed to by Borrower's independent public
accountants) with the most recent audited consolidated financial statements of
Borrower and its Subsidiaries; except that if any change in generally accepted
accounting principles occurring after June 30, 1999 in itself materially
affects the calculation or definition of Consolidated EBITDA, Consolidated Net
Income, Consolidated Net Worth, Consolidated Tangible Net Worth or Funded
Debt, Borrower may, by notice to Administrative Agent, or Administrative Agent
(at the request of the Requisite Lenders) may by notice to Borrower, require
that Consolidated EBITDA, Consolidated Net Income, Consolidated Net Worth,
Consolidated Tangible Net Worth or Funded Debt, as the case may be, thereafter
be calculated in accordance with generally accepted accounting principles as
in effect and applied by Parent immediately before such change in generally
accepted accounting principles occurs.  If such notice is given, the
Compliance Certificate delivered hereunder after such change occurs shall be
accompanied by reconciliations of the difference between the calculation set
forth herein and a calculation made in accordance with generally accepted
accounting principles as in effect from time to time after such change occurs.

       (b)    CONSOLIDATION.  To the extent Parent at any time has one or more
Subsidiaries direct or indirect (other than Borrower) which individually or on
an aggregate basis with all other such Subsidiaries has or have either (i)
assets (determined in accordance with GAAP) for such Subsidiaries (other than
Borrower) in excess of ten percent (10%) of the then current aggregate
tangible assets (determined in accordance with GAAP) of Parent and its
Consolidated Subsidiaries or (ii) "consolidated ebitda" (determined using the
same methodology used in determining Consolidated EBITDA) for such
Subsidiaries (other than Borrower) in excess of ten percent (10%) of the then
current Consolidated EBITDA, then, in either such case, Borrower shall
promptly (and in any event within five (5) Business Days of either such
occurrence) give written notice to Administrative Agent of the election by
Borrower either to: (x) amend the Loan Documents to provide for (1) financial
reporting pursuant to this Section 1.03(b) regarding Borrower and its
Consolidated Subsidiaries and not with respect to Parent and its Consolidated
Subsidiaries, (2) calculation of the financial covenants referenced in Section
7.05 with respect to Borrower and its Consolidated Subsidiaries and not with
respect to Parent and its Consolidated Subsidiaries, (3) calculation of the
Applicable Percentage with respect to Borrower and its Consolidated
Subsidiaries and not with respect to Parent and its Consolidated Subsidiaries,
(4) modification of the definition of "Funded Debt" to exclude Indebtedness
owing by Borrower or any of its Subsidiaries to Parent (but only to the extent
that such Indebtedness is expressly and totally subordinated to the loans and
obligations owing hereunder from time to time pursuant to the Loan Documents),
(5) modification of the definition of "Consolidated Tangible Net Worth" to
exclude Indebtedness owing and dividends payable to Parent from Borrower or
any of its Subsidiaries, (6) modification of the definition of "Material
Adverse Effect" to refer to Borrower and its Consolidated Subsidiaries instead
of referring to Parent and its Consolidated Subsidiaries, (7) modification of
Section 7.01

                                      22

<PAGE>

such that Consolidated Gross Revenue is calculated for Borrower and its
Consolidated Subsidiaries only and (8) modification of the other provisions of
the Loan Documents, as shall be reasonably agreed by Borrower and
Administrative Agent, to refer to Borrower instead of referring to Parent or
(y) cause Parent to guaranty all payment and performance obligations of
Borrower pursuant to the Loan Documents.  To the extent Parent at any time has
a parent entity, the Loan Documents shall be amended as referenced in the
foregoing subsection (x).  In connection with any amendments to the Loan
Documents referenced in the foregoing subsection (x), Borrower shall also
deliver to Administrative Agent a detailed reconciliation of the calculations
and figures associated therewith.  All such amendments to the Loan Documents
referenced in the foregoing subsections (x) or (y) shall be pursuant to terms
and conditions reasonably satisfactory to Administrative Agent and Borrower.

       1.04   ROUNDING.  Any financial ratios required to be maintained by
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed in this
Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.

       1.05   EXHIBITS AND SCHEDULES.  All exhibits and schedules to this
Agreement, either as originally existing or as the same may from time to time
be supplemented, modified or amended, are incorporated herein by this
reference.  A matter disclosed on any Schedule shall be deemed disclosed on
all Schedules.

       1.06   REFERENCES TO AGREEMENTS AND LAWS.  Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents)
and other contractual instruments shall include all amendments, restatements,
extensions, supplements and other modifications thereto (unless prohibited by
any Loan Document), and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.


                                  SECTION 2
                  THE COMMITMENTS AND EXTENSIONS OF CREDIT

       2.01   COMMITTED LOANS.  (a)  Subject to the terms and conditions set
forth in this Agreement, each Lender severally agrees to make, Convert and
Continue Committed Loans until the Maturity Date in such amounts as Borrower
may from time to time request; PROVIDED, HOWEVER, that the Outstanding
Obligations of each Lender (excluding any Lender's Competitive Loans) shall
not exceed such Lender's Commitment, and the Outstanding Obligations of all
Lenders shall not exceed the combined Commitments at any time.  This is a
revolving credit and, subject to the foregoing, and the other terms and
conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow
Committed Loans as set forth herein without premium or penalty.

                                      23

<PAGE>

       (b)    Loans made by each Lender shall be evidenced by one or more loan
accounts or records maintained by such Lender in the ordinary course of
business.  Upon the request of any Lender made through Administrative Agent,
such Lender's Loans may be evidenced by a Note, instead of or in addition to
loan accounts.  Each such Lender may attach schedules to its Note and endorse
thereon the date, amount and maturity of its Committed Loans and payments with
respect thereto.  Such Notes, loan accounts and records shall be conclusive
absent manifest error of the amount of such Loans and payments thereon.  Any
failure so to record or any error in doing so shall not, however, limit or
otherwise affect the obligation of Borrower to pay any amount owing with
respect to the Loans.

       2.02   BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.
(a) Borrower may irrevocably request a Borrowing, Conversion or Continuation
of Committed Loans in a Minimum Amount therefor by delivering a Request for
Extension of Credit therefor by Requisite Notice to Administrative Agent not
later than the Requisite Time therefor.  All Borrowings, Conversions and
Continuations of Committed Loans shall constitute ABR Loans unless properly
and timely otherwise designated as set forth in the prior sentence.

       (b)    Following receipt of a Request for Extension of Credit,
Administrative Agent shall promptly notify each Lender of its Pro Rata Share
thereof by Requisite Notice.  In the case of a Borrowing of Committed Loans,
each Lender shall make the funds for its Loan available to Administrative
Agent at Administrative Agent's Office not later than the Requisite Time
therefor on the Business Day specified in such Request for Extension of
Credit.  Upon satisfaction of the applicable conditions set forth in Section
4.02 (and, if the initial Extension of Credit hereunder, Section 4.01), all
funds so received shall be made available to Borrower in like funds received.
Administrative Agent shall promptly notify Borrower and Lenders of the
interest rate applicable to any Committed Loan other than an ABR Loan upon
determination of same.

       (c)    Except as otherwise provided herein, a Eurodollar Loan may be
Continued or Converted only on the last day of the Interest Period for such
Eurodollar Loan.  During the existence of a Default or Event of Default, no
Committed Loans may be requested as, Converted into or Continued as Eurodollar
Loans without the consent of Requisite Lenders, and Requisite Lenders may
demand that any or all of the then outstanding Eurodollar Loans be Converted
immediately into ABR Loans.

       (d)    If a Committed Loan is to be made on the same date that another
Committed Loan is due and payable, Borrower or Lenders, as the case may be,
shall, unless Administrative Agent otherwise requests, make available to
Administrative Agent the net amount of funds giving effect to both such Loans
and the effect for purposes of this Agreement shall be the same as if separate
transfers of funds had been made with respect to each such Loan.

       (e)    The failure of any Lender to make any Committed Loan on any date
shall not relieve any other Lender of any obligation to make a Committed Loan
on such date, but no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan.

       2.03   COMPETITIVE LOANS.  (a)  Subject to the terms and conditions set
forth in this Agreement, each Lender may in its sole and absolute discretion
make Competitive Loans until

                                      24

<PAGE>

the Maturity Date in such amounts as Borrower may from time to time request;
PROVIDED, HOWEVER, that the Outstanding Obligations of all Lenders shall not
exceed the combined Commitments at any time, and the aggregate outstanding
principal amount of all Competitive Loans made by all Lenders shall not exceed
the Competitive Loan Sublimit at any time.  The aggregate outstanding
principal amount of Competitive Loans made by any Lender may exceed its
Commitment; PROVIDED, HOWEVER, that the Outstanding Obligations of each Lender
(excluding its outstanding Competitive Loans) shall not exceed such Lender's
Commitment.  The Competitive Loans shall be deemed to utilize the combined
Commitments by an amount equal to the aggregate outstanding principal amount
thereof.

       (b)    Borrower may irrevocably request Competitive Loans in a
Competitive Loan Minimum Amount therefor by delivering a Competitive Bid
Request by Requisite Notice to Administrative Agent not later than the
Competitive Loan Requisite Time therefor.  Each Competitive Bid Request shall
state whether it is requesting a Competitive Loan with a fixed interest rate
(an "ABSOLUTE RATE BID") or a interest rate margin above or below the
Eurodollar Base Rate (an "EURODOLLAR MARGIN BID").  Borrower may not request
Competitive Bids for more than three maturities nor request more than one type
of Competitive Loan in a single Competitive Bid Request.  Unless
Administrative Agent otherwise agrees, in its sole and absolute discretion,
Borrower may not submit a Competitive Bid Request if it has submitted another
Competitive Bid Request within the prior five Business Days.

       (c)    No Competitive Bid Request shall be made for an Absolute Rate
Bid with a maturity of less than 14 days or more than 180 days, for a
Eurodollar Margin Bid with a maturity of less than one month or more than
twelve months, or in any case with a maturity date subsequent to the Maturity
Date.  No more than ten different maturities for Competitive Loans may be
outstanding at any time.

       (d)    Administrative Agent shall promptly notify all Lenders of a
Competitive Bid Request by delivering a written copy thereof.  Each Lender
may, in its sole and absolute discretion, bid or not bid on all or a portion
of the Competitive Loans requested in such Competitive Bid Request by
delivering by Requisite Notice an irrevocable, Competitive Bid to
Administrative Agent by the Competitive Loan Requisite Time for delivering
Competitive Bids.  Any Competitive Bid received after such Competitive Loan
Requisite Time, that is in a form other than a Competitive Bid, or that is
otherwise not responsive to the Competitive Bid Request, shall be disregarded.
A Lender may correct any Competitive Bid containing a manifest error if it
does so by the Competitive Loan Requisite Time for delivering Competitive
Bids.  Administrative Agent may, but shall not be required to, notify any
Lender of any manifest error it detects in such Lender's Competitive Bid.

       (e)    The Competitive Bid Maximum offered by a Lender for any
Competitive Loan(s) requested in a Competitive Bid may be less than the
principal amount of such Competitive Loan(s) requested by Borrower, but shall
not be less than the Competitive Loan Minimum Amount for any Competitive Loan
for which such Lender is bidding.  Each Competitive Bid shall expire unless
accepted by Borrower prior to the Competitive Loan Requisite Time for
accepting Competitive Bids.

                                      25

<PAGE>

       (f)    Administrative Agent shall promptly notify Borrower which
Lenders provided conforming Competitive Bids and the terms of such Competitive
Bids. Borrower may, in its sole and absolute discretion, accept or reject any
Competitive Bid, or any portion thereof, PROVIDED that if Borrower accepts any
Competitive Bid, or any portion thereof, all of the following shall apply: (i)
Borrower shall notify Administrative Agent of such acceptance not later than
the Competitive Loan Requisite Time for doing so, (ii) Borrower must accept
all Absolute Rate Bids at all lower fixed interest rates before accepting any
portion of Absolute Rate Bids at a higher fixed interest rate, (iii) Borrower
must accept all Eurodollar Margin Bids at all lower margins over the
Eurodollar Rate before accepting any portion of Eurodollar Margin Bids at a
higher margin over the Eurodollar Rate, (iv) each Competitive Loan to be made
must be in a Competitive Loan Minimum Amount therefor, (v) if two or more
Lenders have submitted a Competitive Bid at the same fixed interest rate or
margin, then, unless otherwise agreed by Borrower, Administrative Agent  and
such Lenders, Borrower must accept either all of such Competitive Bids or
accept such Competitive Bids in the same approximate proportion as the
Competitive Bid Maximum of each Lender for such Competitive Loan bears to the
aggregate Competitive Bid Maximums of all such Lenders for such Competitive
Loans (subject to clause (iv) above), and (vi) Borrower may not accept
Competitive Bids for an aggregate amount in excess of the Competitive Loans
requested in its Competitive Bid Request.  Subject to the foregoing, in the
event Competitive Bids accepted are in excess of the Competitive Bid Request,
the Administrative Agent will allocate Competitive Loans pro rata among the
Lenders accepting Competitive Bids.

       (g)    Administrative Agent shall promptly notify by Requisite Notice
each Lender whose Competitive Bid, or any portion thereof, has been accepted
or rejected by Borrower.  Any Competitive Bid or portion thereof not timely
accepted by Borrower and/or timely notified by Administrative Agent to such
Lender as having been accepted shall be deemed rejected.

       (h)    In the case of a Eurodollar Margin Bid, Administrative Agent
shall determine the Eurodollar Rate on the date which is two Business Days
prior to the date of the proposed Competitive Loan, and shall promptly
thereafter notify Borrower and Lenders whose Eurodollar Margin Bids were
accepted by Borrower of such Eurodollar Rate.

       (i)    Each Lender which has had a Competitive Bid, or portion thereof,
accepted by Borrower shall make the funds for its Competitive Loan(s)
available to Administrative Agent at Administrative Agent's Office not later
than the Requisite Time for making such funds available on the Business Day
specified in such Competitive Loan Request.  Upon satisfaction of the
applicable conditions set forth in Section 4.02, Administrative Agent shall
make all funds so received available to Borrower.

       (j)    Administrative Agent shall notify all Lenders after each
Competitive Bid auction of the ranges of bids submitted (without the bidder's
name) and accepted for each Competitive Loan and the aggregate amount of
Competitive Loans borrowed.

       (k)    Each Lender's Competitive Loan shall be evidenced by such
Lender's Competitive Loan Note or by one or more loan accounts or records
maintained by such Lender in the ordinary course of business, in each case
subject to Section 2.01(b).  Each Competitive Loan

                                      26

<PAGE>

shall be due and payable on the maturity date of such Competitive Loan.
Competitive Loans may not be prepaid without the consent of the Lender making
such Competitive Loan, and, in such case, Competitive Loans may be non-ratably
prepaid.

       (l)    Subject to Section 2.07(c), Borrower shall pay interest on the
unpaid principal amount of each Competitive Loan (before and after default,
before and after maturity, before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Laws) from the date
borrowed until paid in full (whether by acceleration or otherwise) on the
maturity date of such Competitive Loan.

       (m)    Each Competitive Loan based on an interest rate margin above or
below the Eurodollar Base Rate shall be subject to Sections 3.02, 3.03 and
3.05 as if such Competitive Loan was a Eurodollar Loan.

       (n)    Borrower shall pay to Administrative Agent for its own account
an administration fee for each Competitive Bid Request submitted (whether or
not any bids are submitted or accepted), in accordance with a separate letter
agreement between Borrower and Administrative Agent, which fee shall be
payable quarterly in arrears on each Applicable Payment Date.

       2.04   LETTERS OF CREDIT.  (a)  THE LETTER OF CREDIT COMMITMENT.
Subject to the terms and conditions set forth in this Agreement, until the
Maturity Date, Issuing Lender shall take such Letter of Credit Actions as
Borrower may from time to time request; PROVIDED, HOWEVER, that the
Outstanding Obligations of each Lender (EXCLUDING any Lender's Competitive
Loans) shall not exceed such Lender's Commitment and the Outstanding
Obligations of all Lenders shall not exceed the combined Commitments at any
time, and Letter of Credit Usage shall not exceed the Letter of Credit
Sublimit at any time.  Subject to subsection (f) below and unless consented to
by Issuing Lender and Requisite Lenders, no Letter of Credit may expire more
than 12 months after the date of its issuance or last renewal; PROVIDED,
HOWEVER, that no Letter of Credit shall expire after the Maturity Date.  If
any Letter of Credit Usage remains outstanding after such date, Borrower
shall, not later than such date, deposit cash in an amount equal to such
Letter of Credit Usage in a Letter of Credit Cash Collateral Account.

       (b)    REQUESTING LETTER OF CREDIT ACTIONS.  Borrower may irrevocably
request a Letter of Credit Action in a Minimum Amount therefor by delivering a
Letter of Credit Application therefor to Issuing Lender, with a copy to
Administrative Agent (who shall notify Lenders), by Requisite Notice not later
than the Requisite Time therefor.  Each Letter of Credit Action shall be in a
form acceptable to Issuing Lender in its sole discretion.  Unless
Administrative Agent notifies Issuing Lender that such Letter of Credit Action
is not permitted hereunder, or Issuing Lender notifies Administrative Agent
that it has determined that such Letter of Credit Action is contrary to any
Laws or policies of Issuing Lender, Issuing Lender shall, upon satisfaction of
the applicable conditions set forth in Section 4.02 with respect to any Letter
of Credit Action constituting an Extension of Credit, effect such Letter of
Credit Action.  This Agreement shall control in the event of any conflict with
any Letter of Credit Application. Upon the issuance of a Letter of Credit,
each Lender shall be deemed to have purchased from Issuing Lender a risk
participation therein in an amount equal to such Lender's Pro Rata Share TIMES
the amount of such Letter of Credit.

                                      27

<PAGE>

       (c)    REIMBURSEMENT OF PAYMENTS UNDER LETTERS OF CREDIT.  Borrower
shall reimburse Issuing Lender through Administrative Agent for any payment
that Issuing Lender makes under a Letter of Credit on or before the date of
such payment; PROVIDED, HOWEVER, that if the conditions precedent set forth in
Section 4.02 can be satisfied, Borrower may request a Borrowing of Committed
Loans to reimburse Issuing Lender for such payment pursuant to Section 2.02
(without regard to the Minimum Amount therefor), or, failing to make such
request, Borrower shall be deemed to have requested a Borrowing of ABR Loans
on such payment date pursuant to subsection (e) below (without regard to the
Minimum Amount therefor).

       (d)    FUNDING BY LENDERS WHEN ISSUING LENDER NOT REIMBURSED.  Upon any
drawing under a Letter of Credit, Issuing Lender shall notify Administrative
Agent and Borrower.  If Borrower fails to timely make the payment required
pursuant to subsection (c) above, Issuing Lender shall notify Administrative
Agent of such fact and the amount of such unreimbursed payment.
Administrative Agent shall promptly notify each Lender of its Pro Rata Share
of such amount by Requisite Notice.  Each Lender shall make funds in an amount
equal to its Pro Rata Share of such amount available to Administrative Agent
at Administrative Agent's Office not later than the Requisite Time therefor on
the Business Day specified by Administrative Agent, and Administrative Agent
shall remit the funds so received to Issuing Lender.  The obligation of each
Lender to so reimburse Issuing Lender shall be absolute and unconditional and
shall not be affected by the occurrence of a Default or Event of Default or
any other occurrence or event.  Any such reimbursement shall not relieve or
otherwise impair the obligation of Borrower to reimburse Issuing Lender for
the amount of any payment made by Issuing Lender under any Letter of Credit,
together with interest as provided herein.

       (e)    NATURE OF LENDERS' FUNDING.  If the conditions precedent set
forth in Section 4.02 can be satisfied (except for the giving of a Request for
Extension of Credit) on any date Borrower is obligated to, but fails to,
reimburse Issuing Lender for a drawing under a Letter of Credit, the funding
by Lenders pursuant to the previous subsection shall be deemed to be a
Borrowing of ABR Loans (without regard to the Minimum Amount therefor) deemed
requested by Borrower.  If the conditions precedent set forth in Section 4.02
cannot be satisfied on the date Borrower is obligated to, but fails to,
reimburse Issuing Lender for a drawing under a Letter of Credit, the funding
by Lenders pursuant to the previous subsection shall be deemed to be a funding
by each Lender of its risk participation in such Letter of Credit, and each
Lender making such funding shall thereupon acquire a pro rata participation,
to the extent of its reimbursement, in the claim of Issuing Lender against
Borrower in respect of such payment and shall share, in accordance with that
pro rata participation, in any payment made by Borrower with respect to such
claim.  Any amounts made available by a Lender under its risk participation
shall be payable by Borrower upon demand of Administrative Agent, and shall
bear interest at a rate per annum equal to the Default Rate.

       (f)    SPECIAL PROVISIONS RELATING TO EVERGREEN LETTERS OF CREDIT.
Borrower may request Letters of Credit that have automatic extension or
renewal provisions ("EVERGREEN" Letters of Credit) so long as Issuing Lender
consents in its sole and absolute discretion thereto and has the right to not
permit any such extension or renewal at least annually within a notice period
to be agreed upon at the time each such Letter of Credit is issued.  Once an
evergreen Letter of Credit


                                      28

<PAGE>

is issued, unless Administrative Agent has notified Issuing Lender that
Requisite Lenders have elected not to permit such extension or renewal,
Borrower, Administrative Agent and Lenders shall be deemed to have authorized
(but may not require) Issuing Lender to, in its sole and absolute discretion,
permit the renewal of such evergreen Letter of Credit at any time to a date
not later than the Maturity Date, and, unless directed by Issuing Lender,
Borrower shall not be required to request such extension or renewal. Issuing
Lender may, in its sole and absolute discretion not to be unreasonably
withheld, elect not to permit an evergreen Letter of Credit to be extended or
renewed at any time.

       (g)    OBLIGATIONS ABSOLUTE.  The obligation of Borrower to pay to
Issuing Lender the amount of any payment made by Issuing Lender under any
Letter of Credit shall be absolute, unconditional, and irrevocable.  Without
limiting the foregoing, Borrower's obligation shall not be affected by any of
the following circumstances:

              (i)    any lack of validity or enforceability of such Letter of
       Credit, this Agreement, or any other agreement or instrument relating
       thereto;

              (ii)   any amendment or waiver of or any consent to departure
       from such Letter of Credit, this Agreement, or any other agreement or
       instrument relating hereto or thereto;

              (iii)  the existence of any claim, setoff, defense, or other
       rights which Borrower may have at any time against Issuing Lender,
       Administrative Agent or any Lender, any beneficiary of such Letter of
       Credit (or any persons or entities for whom any such beneficiary may be
       acting) or any other Person, whether in connection with such Letter of
       Credit, this Agreement, or any other agreement or instrument relating
       thereto, or any unrelated transactions;

              (iv)   any demand, statement, or any other document presented
       under such Letter of Credit proving to be forged, fraudulent, invalid,
       or insufficient in any respect or any statement therein being untrue or
       inaccurate in any respect whatsoever so long as any such document
       appeared to comply with the terms of the Letter of Credit;

              (v)    payment by Issuing Lender in good faith under such Letter
       of Credit against presentation of a draft or any accompanying document
       which does not strictly comply with the terms of such Letter of Credit;
       or any payment made by Issuing Lender under such Letter of Credit to any
       Person purporting to be a trustee in bankruptcy, debtor-in-possession,
       assignee for the benefit of creditors, liquidator, receiver or other
       representative of or successor to any beneficiary or any transferee of
       such Letter of Credit, including any arising in connection with any
       proceeding under any Debtor Relief Laws;

              (vi)   the solvency or financial responsibility of any party
       issuing any documents in connection with such Letter of Credit;


                                      29

<PAGE>

              (vii)  any error in the transmission of any message relating to
       such Letter of Credit not caused by Issuing Lender, or any delay or
       interruption in any such message;

              (viii) any error, neglect or default of any correspondent of
       Issuing Lender in connection with such Letter of Credit;

              (ix)   any consequence arising from acts of God, wars,
       insurrections, civil unrest, disturbances, labor disputes, emergency
       conditions or other causes beyond the control of Issuing Lender;

              (x)    so long as Issuing Lender in good faith determines that
       the document appears to comply with the terms of the Letter of Credit,
       the form, accuracy, genuineness or legal effect of any contract or
       document referred to in any document submitted to Issuing Lender in
       connection with such Letter of Credit; and

              (xi)   any other circumstances whatsoever where Issuing Lender
       has acted in good faith;

       PROVIDED that the foregoing shall not be construed to excuse the Issuing
       Lender from liability to Borrower to the extent the damages suffered by
       Borrower that are caused by the Issuing Lender's failure to exercise
       reasonable care when determining whether drafts or other documents
       presented under a Letter of Credit comply with the terms of thereof or
       by the Issuing Lender's gross negligence or willful misconduct.

       In addition, Borrower will promptly examine a copy of each Letter of
Credit and amendments thereto delivered to it and, in the event of any claim
of noncompliance with Borrower's instructions or other irregularity, Borrower
will immediately notify Issuing Lender in writing.  Borrower shall be
conclusively deemed to have waived any such claim against Issuing Lender and
its correspondents unless such notice is given as aforesaid.

       (h)    ROLE OF ISSUING LENDER.  Each Lender and Borrower agree that, in
paying any drawing under a Letter of Credit, Issuing Lender shall not have any
responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or
the authority of the Person executing or delivering any such document.  No
Administrative Agent-Related Person nor any of the respective correspondents,
participants or assignees of Issuing Lender shall be liable to any Lender for
any action taken or omitted in connection herewith at the request or with the
approval of Lenders or Requisite Lenders, as applicable; any action taken or
omitted in the absence of gross negligence or willful misconduct; or the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit.  Borrower hereby assumes all risks
of the acts or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; PROVIDED, HOWEVER, that this assumption is not
intended to, and shall not, preclude Borrower's pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under
any other agreement.  No Administrative Agent-Related Person, nor any of the
respective correspondents, participants or assignees of Issuing Lender, shall
be liable or responsible for any of the matters described in


                                      30

<PAGE>

subsection (g) above.  In furtherance and not in limitation of the foregoing,
Issuing Lender may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and Issuing Lender shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

       (i)    APPLICABILITY OF ISP98 AND UCP.  Unless otherwise expressly
agreed by Issuing Lender and Borrower when a Letter of Credit is issued and
subject to applicable laws, performance under Letters of Credit by Issuing
Lender, its correspondents, and beneficiaries will be governed by (i) with
respect to standby Letters of Credit, the rules of the "International Standby
Practices 1998" ("ISP98") or such later revision as may be published by the
Institute of International Banking Law & Practice, subject to applicable laws,
and (ii) with respect to commercial Letters of Credit, the rules of the
Uniform Customs and Practice for Documentary Credits ("UCP"), as published in
its most recent version by the International Chamber of Commerce (the "ICC")
on the date any commercial Letter of Credit is issued, and including the ICC
decision published by the Commission on Banking Technique and Practice on
April 6, 1998 regarding the European single currency (euro).

       (j)    LETTER OF CREDIT FEE.  On each Applicable Payment Date, Borrower
shall pay to Administrative Agent in arrears, for the account of each Lender
in accordance with its Pro Rata Share, a Letter of Credit fee equal to the
Applicable Percentage for Eurodollar Loans TIMES the actual daily maximum
amount available to be drawn under each Letter of Credit since the later of
the Closing Date and the previous Applicable Payment Date:

       If there is any change in the Applicable Percentage during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable
Percentage separately for each period during such quarter that such Applicable
Percentage was in effect.

       (k)    FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO
ISSUING LENDER.  On each Applicable Payment Date, Borrower shall pay directly
to Issuing Lender for its sole account a fronting fee as set forth in a
separate letter agreement between Borrower and Issuing Lender (or any greater
or lesser amount as may be agreed upon by Borrower and Issuing Lender),
payable quarterly in arrears on each Applicable Payment Date.  In addition,
Borrower shall pay directly to Issuing Lender, upon demand, for its sole
account its customary documentary and processing charges in accordance with
its standard schedule, as from time to time in effect, for any Letter of
Credit Action or other occurrence relating to a Letter of Credit for which
such charges are customarily made. Such fees and charges are nonrefundable.

       2.05   PREPAYMENTS.  (a)  Upon Requisite Notice to Administrative Agent
not later than the Requisite Time therefor, Borrower may at any time and from
time to time voluntarily prepay Committed Loans in part in the Minimum Amount
therefor or in full without premium or penalty.  Administrative Agent will
promptly notify each Lender thereof and of such Lender's Pro Rata Share of
such prepayment.  Any prepayment of a Eurodollar Loan shall be accompanied by
all accrued interest thereon, together with the costs set forth in Section
3.05.


                                      31

<PAGE>

       (b)    If for any reason the Outstanding Obligations exceed the
combined Commitments as in effect or as reduced or because of any limitation
set forth in this Agreement or otherwise, Borrower shall immediately prepay
Loans and/or deposit cash in a Letter of Credit Cash Collateral Account in an
aggregate amount equal to such excess.

       (c)    Each payment or prepayment on account of Competitive Loans must
be made ratably among all outstanding Competitive Loans of the same type
borrowed on the same day; PROVIDED, HOWEVER, that no Competitive Loan may be
prepaid without the prior written consent of Lender making such Competitive
Loan.

       2.06   REDUCTION OR TERMINATION OF COMMITMENTS.  Upon Requisite Notice
to Administrative Agent not later than the Requisite Time therefor, Borrower
may at any time and from time to time, without premium or penalty, permanently
and irrevocably reduce the Commitments in a Minimum Amount therefor to an
amount not less than the Outstanding Obligations at such time or terminate the
Commitments. Any such reduction or termination shall be accompanied by payment
of all accrued and unpaid commitment fees with respect to the portion of the
Commitments being reduced or terminated.  Administrative Agent shall promptly
notify Lenders of any such request for reduction or termination of the
Commitments.  Each Lender's Commitment shall be reduced by an amount equal to
such Lender's Pro Rata Share TIMES the amount of such reduction.

       2.07   PRINCIPAL AND INTEREST.  (a)  Except as otherwise provided
hereunder, if not sooner paid, Borrower agrees to pay the outstanding
principal amount of each Committed Loan on the Maturity Date.

       (b)    If all or any portion of the principal amount of any Loan (or
any reimbursement obligation in respect of a Letter of Credit), or any
interest payable thereon or fee payable hereunder, or any other amounts
payable hereunder shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), subject to any grace periods therefor, such
overdue amount shall bear interest at a rate (the "DEFAULT RATE") per annum
which is the lesser of (i) the then current rate of interest respecting such
payment or other amount (or in the absence of a rate, the ABR), as the case
may be, plus two percent (2%) and (ii) the highest interest rate permitted by
applicable law, in each case from the date of such non-payment until such
payment is paid in full (whether after or before judgment).

       (c)    If any amount payable by Borrower under any Loan Document is not
paid when due (without regard to any applicable grace periods), it shall
thereafter bear interest (after as well as before entry of judgment thereon to
the extent permitted by law) at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable
Law.  Accrued and unpaid interest on past due amounts (including interest on
past due interest) shall be payable upon demand.

       2.08   FEES.  (a)  FACILITY FEE.  Borrower shall pay to Administrative
Agent for the account of each Lender a facility fee ("FACILITY FEE") equal to
the Applicable Percentage TIMES the actual daily amount of its Commitment,
regardless of usage.  The Facility Fee shall accrue at all times from the
Closing Date until the Maturity Date and shall be payable quarterly in arrears


                                      32

<PAGE>

on each Applicable Payment Date.  The Facility Fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Percentage
during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Percentage separately for each period during such quarter
that such Applicable Percentage was in effect.  The Facility Fee shall accrue
at all times, including at any time during which one or more conditions in
Section 4 are not met.

       (b)    UTILIZATION FEE.  During any quarter that the average daily
Outstanding Obligations of all Lenders exceed fifty percent (50%) of the
combined Commitments, Borrower shall pay to Administrative Agent for the
account of each Lender a utilization fee ("UTILIZATION FEE") equal to the
Applicable Percentage TIMES the average daily Outstanding Obligations during
such quarter. The Utilization Fee shall accrue at all times from the Closing
Date until the Maturity Date and shall be payable quarterly in arrears on each
Applicable Payment Date.  The Utilization Fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Percentage during any
quarter, the actual daily amount shall be computed and multiplied by the
Applicable Percentage separately for each period during such quarter that such
Applicable Percentage was in effect.  The Utilization Fee shall accrue at all
times, including at any time during which one or more conditions in Section 4
are not met.

       (c)    AGENCY FEES.  Borrower shall pay to Administrative Agent an
agency fee in such amounts and at such times as set forth in a separate letter
agreement between Borrower and Administrative Agent.  The agency fee is for
the services to be performed by Administrative Agent in acting as
Administrative Agent and is fully earned on the date paid.  The agency fee
paid to Administrative Agent is solely for its own account and is
nonrefundable.

       (d)    OTHER FEES.  On the Closing Date, Borrower shall pay to
Administrative Agent such other fees in such amounts and at such times as set
forth in separate letter agreements with Borrower.  Such fees are fully earned
on the date paid, are solely for the account of Arranger or each Lender, as
applicable, and are nonrefundable.

       2.09   COMPUTATION OF INTEREST AND FEES. Computation of interest on ABR
Loans when the ABR is determined by Bank of America's "prime rate" shall be
calculated on the basis of a year of 365 or 366 days, as the case may be, and
the actual number of days elapsed.  Computation of all other types of interest
and all fees shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed, which results in a higher yield to Lenders than
a method based on a year of 365 or 366 days.  Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid,
PROVIDED that any Loan that is repaid on the same day on which it is made
shall bear interest for one day.

       2.10   MAKING PAYMENTS. (a)  Except as otherwise provided herein, all
payments by Borrower or any Lender hereunder shall be made to Administrative
Agent at Administrative Agent's Office not later than the Requisite Time for
such type of payment.  Payments hereunder may be made by wire transfer to the
Administrative Agent at the address shown for its Domestic Lending Office on
SCHEDULE 10.02, or, in the case of payments by the Borrower, the
Administrative Agent may, but shall not be obligated to, debit the account of
the Borrower maintained with the Administrative Agent for such purpose, with
notice to the Borrower thereof.


                                      33

<PAGE>

All payments received after such Requisite Time shall be deemed received on
the next succeeding Business Day.  All payments shall be made in immediately
available funds in lawful money of the United States of America. All payments
by Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.

       (b)    Upon satisfaction of any applicable terms and conditions set
forth herein, Administrative Agent shall promptly make any amounts received in
accordance with the prior subsection available in like funds received as
follows:  (i) if payable to Borrower, by crediting the Designated Deposit
Account, and (ii) if payable to any Lender, by wire transfer to such Lender at
its Lending Office.  If such conditions are not so satisfied, Administrative
Agent shall return any funds it is holding to the Lenders making such funds
available, without interest.

       (c)    Subject to the definition of "Interest Period," if any payment
to be made by Borrower shall come due on a day other than a Business Day,
payment shall instead be considered due on the next succeeding Business Day,
and such extension of time shall be reflected in computing interest and fees.

       (d)    Unless Borrower or any Lender has notified Administrative Agent
prior to the date any payment to be made by it is due that it does not intend
to remit such payment, Administrative Agent may, in its sole and absolute
discretion, assume that Borrower or Lender, as the case may be, has timely
remitted such payment and may, in its sole and absolute discretion and in
reliance thereon, make available such payment to the Person entitled thereto.
If such payment was not in fact remitted to Administrative Agent in
immediately available funds, then:

              (i)    if Borrower failed to make such payment, each Lender shall
       forthwith on demand repay to Administrative Agent the amount of such
       assumed payment made available to such Lender, together with interest
       thereon in respect of each day from and including the date such amount
       was made available by Administrative Agent to such Lender to the date
       such amount is repaid to Administrative Agent at the Federal Funds
       Effective Rate; and

              (ii)   if any Lender failed to make such payment, Administrative
       Agent shall be entitled to recover such corresponding amount on demand
       from such Lender.  If such Lender does not pay such corresponding amount
       forthwith upon Administrative Agent's demand therefor, Administrative
       Agent promptly shall notify Borrower, and Borrower shall repay such
       corresponding amount to Administrative Agent.  Administrative Agent also
       shall be entitled to recover from such Lender interest on such
       corresponding amount in respect of each day from the date such
       corresponding amount was made available by Administrative Agent to
       Borrower to the date such corresponding amount is recovered by
       Administrative Agent, (A) from such Lender at a rate per annum equal to
       the daily Federal Funds Effective Rate and (B) from Borrower, at a rate
       per annum equal to the interest rate applicable to such Borrowing.
       Nothing herein shall be deemed to relieve any Lender from its obligation
       to fulfill its Commitment or to prejudice any rights which
       Administrative Agent or Borrower may have against any Lender as a result
       of any default by such Lender hereunder.


                                      34

<PAGE>

       (e)    If Administrative Agent or any Lender is required at any time to
return to Borrower, or to a trustee, receiver, liquidator, custodian, or any
official under any proceeding under Debtor Relief Laws, any portion of a
payment made by Borrower, each Lender shall, on demand of Administrative
Agent, return its share of the amount to be returned, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the daily Federal Funds Effective Rate.

       2.11   FUNDING SOURCES. Nothing in this Agreement shall be deemed to
obligate any Lender to obtain the funds for any Loan in any particular place
or manner or to constitute a representation by any Lender that it has obtained
or will obtain the funds for any Loan in any particular place or manner.


                                     SECTION 3
                       TAXES, YIELD PROTECTION AND ILLEGALITY

       3.01   TAXES.  (a)   As between the Borrower on one hand, and each
Lender on the other hand, the Borrower shall be responsible for, and the
Borrower shall indemnify and hold harmless each Lender (without duplication of
any indemnification required by subsection (a)) on an After Tax Basis against,
any obligation for United States or foreign withholding taxes or similar
levies, imposts, charges, fees, deductions or withholdings (collectively,
"WITHHOLDINGS") imposed in respect of the interest payable on the Notes or
with respect to any other payments under the Loan Documents (all such payments
being referred to herein as "EXEMPT PAYMENTS" to be made without deduction,
withholding or set off) (and, if any Lender receives a demand for such payment
from any taxing authority or a Withholding is otherwise required with respect
to any Exempt Payment, the Borrower shall discharge such demand on behalf of
such Lender); except that the obligation of the Borrower under this Section
3.01 shall not apply to:

              (i)    Withholdings on any Exempt Payment to any Lender which is
       a non-U.S. Person unless such Lender is, on the date hereof (or on the
       date it becomes a Lender hereunder) and on the date of any change in
       the principal place of business or the lending office of such Lender,
       entitled to submit (x) a Form W-8BEN (relating to such Lender and
       entitling it to a complete exemption from Withholding on such Exempt
       Payment under an applicable income tax treaty), (y) Form W-8ECI, or (z)
       Portfolio Exemption Certificate and is otherwise subject to exemption
       from Withholding with respect to such Exempt Payment (except where the
       failure of the exemption results from a change in the principal place
       of business of the Borrower; unless if a failure of exemption for any
       Lender results from a change in the principal place of business or
       lending office of any other Lender, in which case such other Lender
       shall be liable for any Withholding or indemnity with respect thereto),

              (ii)   Any U.S. Taxes imposed solely by reason of the failure by
       a Lender to comply with applicable certification, information,
       documentation or other reporting requirements concerning the
       nationality, residence, identity or connections with the United States
       of America of such Lender if such compliance is required by statute or


                                      35

<PAGE>

       regulation of the United States of America or this Agreement as a
       precondition to relief or exemption from such U.S. Taxes; or

              (iii)  Any foreign withholding tax unless such withholding tax is
       imposed as a result in a change in the jurisdiction under the laws of
       which Borrower is organized or in which Borrower maintains its principal
       place of business to a jurisdiction outside the United States or
       otherwise arises from the activities of the Borrower or any Affiliate of
       Borrower outside of the United States.

For the purposes of this Section 3.01, (A) "U.S. PERSON" shall mean a citizen,
national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
"U.S. TAXES" shall mean any present or future tax, assessment or other charge
or levy imposed by or on behalf of the United States of America or any taxing
authority thereof or therein, (C) "FORM W-8BEN" shall mean Form W-8BEN
(Ownership, Exemption, or Reduced Rate Certificate) of the Department of the
Treasury of the United States of America, (D) "FORM W-8ECI" shall mean Form
W-8ECI (Exemption from Withholding of Tax on Income Effectively Connected with
the Conduct of a Trade or Business in the United States) of the Department of
Treasury of the United States of America (or in relation to either such Form
such successor and related forms as may from time to time be adopted by the
relevant taxing authorities of the United States of America to document a
claim to which such Form relates), and (E) "PORTFOLIO EXEMPTION CERTIFICATE"
shall mean, for any Lender which is not a U.S. Person and which is claiming
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest", a Form W-8, or any
subsequent versions thereof or successors thereto and a certificate in the
form of the certificate attached hereto as EXHIBIT P representing, inter alia,
that such Lender (and, as applicable such Lender's beneficial owners) is not a
bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the
Code) and is not a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the Code).  Each of the Forms
referred to in the foregoing clauses (C), (D) and (E) shall include such
successor and related forms as may from time to time be adopted by the
relevant taxing authorities of the United States of America to document a
claim to which such Form relates.

              (b)    If a Lender or an Affiliate with whom such Lender files a
       consolidated tax return (or equivalent) subsequently receives the
       benefit in any country of a tax credit or an allowance (including for
       the avoidance of doubt, a refund) resulting from U.S. Taxes with
       respect to which it has received a payment of an additional amount
       under this Section 3.01, such Lender will pay to the Borrower such part
       of that benefit as in the opinion of such Lender will leave it (after
       such payment) in a position no more and no less favorable than it would
       have been in if no additional payment had been required to be paid,
       PROVIDED always that (i) such Lender acting in good faith will be the
       sole judge of the amount of any such benefit and of the date on which
       it is received, (ii) such Lender acting in good faith will have the
       absolute discretion as to the order and manner in which it employs or
       claims tax credits and allowances available to it and (iii) such Lender
       will


                                      36

<PAGE>

       not be obliged to disclose to the Borrower any information regarding
       its tax affairs or tax computations.

              (c)    Each non-U.S. Person that shall become a Lender on or
       after the date hereof shall, upon the effectiveness of the related
       transfer or otherwise upon becoming a Lender hereunder, be required to
       provide all of the forms and statements referenced above, including,
       without limitation, the forms referenced in Section 3.01(a)(i)(x),
       3.01(a)(i)(y) or 3.01(a)(i)(z), and, if applicable, any other evidences
       of exemption from Withholdings.

              (d)    Each Lender that is a U.S. Person shall deliver to
       Borrower (with a copy to the Administrative Agent) two copies of United
       States Internal Revenue Service Form W-9, or any subsequent versions
       thereof or successors thereto.  Such forms shall be delivered by such
       Lender on or before the date it becomes a party to this Agreement or
       designates a new lending office and such Lender shall deliver such
       forms promptly upon the obsolescence, expiration or invalidity of any
       form previously delivered by such Lender.

       3.02   ILLEGALITY.  If any Lender determines that any Laws have made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable Eurodollar
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to Borrower through
Administrative Agent, any obligation of such Lender to make Eurodollar Loans
shall be suspended until such Lender notifies Administrative Agent and
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, Borrower shall, upon demand from such
Lender (with a copy to Administrative Agent), prepay or Convert all Eurodollar
Loans of such Lender, either on the last day of the Interest Period thereof,
if such Lender may lawfully continue to maintain such Eurodollar Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Loans.  Each Lender agrees to designate a different Lending Office
if such designation will avoid the need for such notice and will not, in the
good faith judgment of such Lender, otherwise be materially disadvantageous to
such Lender.

       3.03   INABILITY TO DETERMINE RATES. If, in connection with any Request
for Extension of Credit involving any Eurodollar Loan, Administrative Agent
determines that (a) Dollar deposits are not being offered to banks in the
applicable Eurodollar dollar market for the applicable amount and Interest
Period of the requested Eurodollar Loan, (b) adequate and reasonable means do
not exist for determining the underlying interest rate for such Eurodollar
Loan, or (c) such underlying interest rate does not adequately and fairly
reflect the cost to Lenders of funding such Eurodollar Loan, Administrative
Agent will promptly notify Borrower and all Lenders.  Thereafter, the
obligation of Lenders to make or maintain such Eurodollar Loan shall be
suspended until Administrative Agent revokes such notice.  Upon receipt of
such notice, Borrower may revoke any pending request for a Borrowing of
Eurodollar Loans or, failing that, be deemed to have converted such request
into a request for a Borrowing of ABR Loans in the amount specified therein.


                                      37
<PAGE>

       3.04   INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.  (a) If,
due to either (i) the introduction of or any change in or in the
interpretation of any law or regulation or (ii) the compliance with any
guideline or request hereafter adopted, promulgated or made by any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Loans, then the Borrower shall from
time to time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent but subject to the terms of Section 10.21 hereof), pay to
the Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost.  A certificate
as to the amount of such increased cost, submitted to the Borrower and the
Administrative Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

       (b)    If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law, but in each
case promulgated or made after the date hereof) affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such capital is
increased by or based upon the existence of such Lender's commitment to make
loans and extensions of credit and other commitments of this type or upon the
loans and extensions of credit, then, upon demand by such Lender (with a copy
of such demand to the Administrative Agent but subject to the terms of Section
10.21 hereof), the Borrower shall pay to the Administrative Agent for the
account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to make such loans and extensions of credit and the
Lenders are not able to avoid or materially diminish or mitigate the need for
such capital increases through the use of commercially reasonable efforts.  A
certificate as to such amounts submitted to the Borrower and the
Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

       3.05   BREAKFUNDING COSTS. Upon demand of any Lender (with a copy to
Administrative Agent) from time to time, Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

              (a)    any Continuation, Conversion, payment or prepayment of any
       Loan other than an ABR Loan on a day other than the last day of the
       Interest Period for such Loan (whether voluntary, mandatory, automatic,
       by reason of acceleration, or otherwise); or

              (b)    any failure by Borrower (for a reason other than the
       failure of such Lender to make a Loan) to prepay, borrow, Continue or
       Convert any Loan other than an ABR Loan on the date or in the amount
       notified by Borrower;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan
or from fees payable to terminate


                                      38

<PAGE>

the deposits from which such funds were obtained. Borrower shall also pay any
customary administrative fees charged by such Lender in connection with the
foregoing.

       3.06   MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. (a)  A
certificate of Administrative Agent or any Lender claiming compensation under
this Section 3 and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive in the absence of clearly demonstrable
error. In determining such amount, Administrative Agent or any Lender may use
any reasonable averaging and attribution methods.  For purposes of this
Section 3, a Lender shall be deemed to have funded each Eurodollar Loan at the
Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by
a matching deposit or other borrowing in the Eurodollar interbank market,
whether or not such Eurodollar Loan was in fact so funded.

       (b)    Borrower shall not have any obligation to pay any additional
amounts owing under this Section 3 for any period which is more than one
hundred twenty (120) days prior to the date upon which the request for payment
therefor is delivered to Borrower.

       (c)    Upon any Lender making a claim for compensation under Section
3.01 or 3.04, Borrower may remove and replace such Lender in accordance with
Section 10.22.

       3.07   SURVIVAL. All of Borrower's obligations under this Section 3
shall survive termination of the Commitments and payment in full of all
Obligations.


                                     SECTION 4
                    CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT

       4.01   CONDITIONS OF INITIAL EXTENSION OF CREDIT.  The obligation of
each Lender to make its initial Extension of Credit hereunder is subject to
satisfaction of the following conditions precedent:

              (a)    Unless waived by all Lenders (or by Administrative Agent
       with respect to immaterial matters or items specified in subsection (v)
       or (vi) below with respect to which Borrower has given assurances
       satisfactory to Administrative Agent that they will be delivered
       promptly following the Closing Date), Administrative Agent's receipt of
       the following, each of which shall be originals or facsimiles (followed
       promptly by originals) unless otherwise specified, each properly
       executed by a Responsible Officer of the Borrower, each dated on, or in
       the case of third-party certificates, recently before the Closing Date
       and each in form and substance satisfactory to Lenders and
       Administrative Agent and their legal counsel:

                     (i)    executed counterparts of this Agreement, sufficient
              in number for distribution to Administrative Agent, Lenders and
              Borrower;

                     (ii)   Committed Loan Notes executed by Borrower in favor
              of each Lender requesting same;


                                      39

<PAGE>

                     (iii)  Competitive Loan Notes executed by Borrower in
              favor of each Lender requesting same;

                     (iv)   such certificates of resolutions or other action,
              incumbency certificates and/or other certificates of Responsible
              Officers of the Borrower as Administrative Agent or any Lender
              may require to establish the identities of and verify the
              authority and capacity of each Responsible Officer thereof
              authorized to act as a Responsible Officer thereof;

                     (v)    such evidence as Administrative Agent and Lenders
              may reasonably require to verify that Borrower is duly organized
              or formed, validly existing, in good standing and qualified to
              engage in business in each jurisdiction in which it is required
              to be qualified to engage in business (except, in the case of
              qualification to engage in business in jurisdictions other than
              that of its organization and of its chief executive office,
              failure to so qualify would not have a Material Adverse Effect),
              including certified copies for the Borrower of its Organization
              Documents, certificates of good standing and/or qualification to
              engage in business, tax clearance certificates, and the like;

                     (vi)   a certificate signed by a Responsible Officer of
              Borrower certifying (A) that the conditions specified in Sections
              4.01(c) and (d) have been satisfied, (B) that there has been no
              event or circumstance since the date of the Audited Financial
              Statements which has a Material Adverse Effect; and (C) the
              current Debt Ratings, if applicable;

                     (vii)  an opinion of counsel to Borrower in form and
              substance satisfactory to Administrative Agent and Lenders; and

                     (viii) such other assurances, certificates, documents,
              consents or opinions as Administrative Agent, Issuing Lender or
              Lenders reasonably may require.

              (b)    Any fees required to be paid on or before the Closing Date
       shall have been paid.

              (c)    The representations and warranties made by Borrower
       herein, or which are contained in any certificate, document or
       financial or other statement furnished at any time under or in
       connection herewith or therewith, shall be correct in all material
       respects on and as of the Closing Date.

              (d)    Borrower shall be in compliance with all the terms and
       provisions of the Loan Documents to which it is a party, and no Default
       or Event of Default shall have occurred and be continuing.


                                      40

<PAGE>

       4.02   CONDITIONS TO ALL EXTENSIONS OF CREDIT.  In addition to any
applicable conditions precedent set forth elsewhere in this Section 4 or in
Section 2, the obligation of each Lender to honor any Request for Extension of
Credit is subject to the following conditions precedent:

              (a)    the representations and warranties of Borrower contained
       in Section 5, or which are contained in any certificate, document or
       financial or other statement furnished at any time under or in
       connection herewith or therewith, shall be correct in all material
       respects on and as of the date of such Extension of Credit, except to
       the extent that such representations and warranties specifically refer
       to an earlier date.

              (b)    no Default or Event of Default exists, or would result
       from such proposed Extension of Credit.

              (c)    Administrative Agent shall have timely received a Request
       for Extension of Credit by Requisite Notice by the Requisite Time
       therefor.

       Each Request for Extension of Credit by Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
and (b) have been satisfied on and as of the date of such Extension of Credit.


                                     SECTION 5
                           REPRESENTATIONS AND WARRANTIES

       Borrower represents and warrants to Administrative Agent and Lenders
that:

       5.01   CORPORATE EXISTENCE.  Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.

       5.02   POWER AND AUTHORITY.  The execution and delivery by Borrower of
this Agreement and the other applicable Loan Documents to which it is or will
be a party as of such date and the performance by Borrower of its respective
obligations under this Agreement and the other applicable Loan Documents to
which it is or will be a party are within the corporate powers of Borrower,
have been duly authorized by all necessary corporate action on the part of
Borrower (including without limitation any necessary shareholder action), have
been duly executed and delivered, have received all necessary governmental
approval, and do not and will not (i) violate any Requirements of Law which is
binding on Borrower or any of its Subsidiaries, except to the extent that any
such violations would not reasonably be expected to have a Material Adverse
Effect, (ii) contravene or conflict with, or result in a breach of, any
provision of the Certificate of Incorporation, By-Laws or other organizational
documents of Borrower or any of its Subsidiaries or of any agreement,
indenture, instrument or other document which is binding on Borrower or any of
its Subsidiaries, except, in the case of any such agreements, indentures,
instruments or other documents, as would not reasonably be expected to have a
Material Adverse Effect, or (iii) result in, or require, the creation or
imposition of any Lien on any asset Borrower or any of its Subsidiaries,
except to the extent any of the foregoing Liens referenced in this subsection
(iii) are


                                      41

<PAGE>

permitted pursuant to the Loan Documents or as would not otherwise reasonably
be expected to have a Material Adverse Effect.

       5.03   ENFORCEABILITY.  This Agreement and the other applicable Loan
Documents to which Borrower is a party, executed prior to and as of such date,
constitute the legal, valid and binding obligation of Borrower enforceable
against Borrower in accordance with their terms, subject to bankruptcy,
insolvency, liquidation, reorganization, fraudulent conveyance and similar
laws affecting creditors' rights generally, and general principles of equity.

       5.04   LEGAL PROCEEDINGS.  Other than as described in EXHIBIT J hereto,
there are no material actions, suits or proceedings pending or, to its
knowledge, threatened against Borrower in any court or before any Governmental
Authority (nor shall any order, judgment or decree have been issued or
proposed to be issued by any Governmental Authority to set aside, restrain,
enjoin or prevent the full performance of any Loan Document or any transaction
contemplated thereby) that (i) question the validity or enforceability of any
Loan Document or any transaction described in the Loan Documents or (ii) shall
have or could reasonably be expected to have a Material Adverse Effect.

       5.05   COMPLIANCE WITH LAW.  The Borrower and its Subsidiaries are in
compliance with applicable Requirements of Law, except to the extent that
non-compliance would not, in the aggregate, be reasonably expected to have a
Material Adverse Effect.

       5.06   USE OF PROCEEDS.  Except as otherwise contemplated by the Loan
Documents, Borrower shall not use the proceeds of any Loan for any purpose
other than working capital expenditures, acquisitions, dividends, capital
expenditures and other lawful corporate purposes.

       5.07   DISCLOSURE.  All information heretofore or contemporaneously
herewith furnished by Borrower or any of their Subsidiaries to Administrative
Agent or any Lender for purposes of or in connection with this Agreement and
the transactions contemplated hereby is, and all information hereafter
furnished by or on behalf of Borrower or any of its Subsidiaries to
Administrative Agent or any Lender pursuant hereto or in connection herewith
will be, true and accurate in every material respect on the date as of which
such information is dated or certified, and such information, taken as a
whole, does not and will not omit to state any material fact necessary to make
such information, taken as a whole, not misleading.

       5.08   YEAR 2000.  The Borrower reasonably believes that the Year 2000
Problem has been appropriately addressed by it and the Year 2000 Problem does
not exist with respect to it on the date hereof and will not hereafter exist
with respect to it, to the extent such Year 2000 Problem would cause or be
reasonably expected to cause a Material Adverse Effect.

       5.09   ABSENCE OF DEFAULT.  No Default or Event of Default has occurred
and is continuing.

       5.10   ERISA COMPLIANCE.  Except as would not reasonably be expected to
have a Material Adverse Effect:


                                      42

<PAGE>

              (a)    During the five-year period prior to the date on which
       this representation is made or deemed made:  (i) no ERISA Event has
       occurred, and, to the best knowledge of Borrower, no event or condition
       has occurred or exists as a result of which any ERISA Event could
       reasonably be expected to occur, with respect to any Pension Plan; (ii)
       no "accumulated funding deficiency," as such term is defined in Section
       302 of ERISA and Section 412 of the Code, whether or not waived, has
       occurred with respect to any Pension Plan; (iii) each Pension Plan has
       been maintained, operated, and funded in compliance with its own terms
       and in material compliance with the provisions of ERISA, the Code, and
       any other applicable federal or state laws; and (iv) no lien in favor
       of the PBGC or a Pension Plan has arisen or is reasonably likely to
       arise on account of any Plan;

              (b)    Neither Borrower nor any Subsidiary of Borrower has
       incurred, or, to the best knowledge of Borrower, could be reasonably
       expected to incur, any withdrawal liability under ERISA to any
       Multiemployer Plan or Multiple Employer Plan, and no ERISA Affiliate has
       incurred or, to the best knowledge of Borrower, could reasonably be
       expected to incur, such withdrawal liability that could result in
       liability to Borrower or any Subsidiary of Borrower.  Neither Borrower
       nor any Subsidiary of Borrower has received, nor to Borrower's best
       knowledge has any ERISA Affiliate received, any notification that any
       Multiemployer Plan is in reorganization (within the meaning of Section
       4241 of ERISA), is insolvent (within the meaning of Section 4245 of
       ERISA), or has been terminated (within the meaning of Title IV of ERISA),
       and no Multiemployer Plan is, to the actual knowledge of Borrower,
       reasonably expected to be in reorganization, insolvent, or terminated;

              (c)    No prohibited transaction (within the meaning of Section
       406 of ERISA or Section 4975 of the Code) or breach of fiduciary
       responsibility has occurred with respect to a Plan which has subjected
       or may subject Borrower or any Subsidiary of Borrower to any liability
       under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of
       the Code, or under any agreement or other instrument pursuant to which
       Borrower or any Subsidiary of Borrower has agreed or is required to
       indemnify any person against any such liability;

              (d)    Each Plan which is a welfare plan (as defined in Section
       3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of
       the Code apply has been administered in compliance in all material
       respects of such sections.

       5.11   FINANCIAL CONDITION.  The consolidated balance sheet and income
statement of Parent and its Consolidated Subsidiaries as of December 31, 1998,
together with related consolidated statements of operations and retained
earnings and of cash flows as of December 31, 1998 and the consolidated
balance sheet and income statement of Parent and its Consolidated Subsidiaries
as of September 30, 1999, together with related consolidated statements of
operations and retained earnings and of cash flows as of September 30, 1999,
fairly present in all material respects the consolidated financial condition
of Parent and its Consolidated Subsidiaries as at such dates and the
consolidated results of the operations of Parent and its Consolidated
Subsidiaries for the periods ended on such dates, all in accordance with GAAP,
subject with respect to the September 30, 1999 financial statements, to
changes resulting from audit and normal year-end audit adjustments.


                                      43

<PAGE>

       5.12   MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT. (a)  The Borrower is not engaged nor will it engage,
principally or as one of its important activities, in the business of
extending credit for the purpose of "purchasing" or "carrying" "margin stock"
within the respective meanings of each of the quoted terms under Regulation U
of the Board of Governors of the Federal Reserve System as now and from time
to time hereafter in effect.  No part of the proceeds of any Extensions of
Credit hereunder will be used for "purchasing" or "carrying" "margin stock" as
so defined or for any purpose which violates, or which would be inconsistent
with, the provisions of Regulations U or X of such Board of Governors.

       (b)    Neither Borrower nor any of its Subsidiaries are (i) a "holding
company," or a "subsidiary company" of a "holding company," or an "affiliate"
of a "holding company" or of a "subsidiary company" of a "holding company,"
within the meaning of the Public Utility Holding Company Act of 1935, or (ii)
is or is required to be registered as an "investment company" under the
Investment Company Act of 1940.


                                     SECTION 6
                               AFFIRMATIVE COVENANTS

       So long as any Obligation remains unpaid or unperformed, or any portion
of the Commitments remains outstanding, Borrower shall, and shall (except in
the case of Borrower's reporting covenants) cause each Subsidiary to:

       6.01   PRESERVATION OF EXISTENCE. Except as permitted by the express
provisions of this Agreement, preserve and maintain its separate legal
existence and all rights, franchises, licenses and privileges necessary to the
conduct of its business, and qualify and remain qualified as a foreign
corporation (or partnership, limited liability company or other such similar
entity, as the case may be) and authorized to do business in each
jurisdiction, except to the extent failure to do any of the foregoing would
not reasonably be expected to have a Material Adverse Effect.

       6.02   PAYMENT OF TAXES AND CLAIMS. Pay, discharge and perform (a) all
taxes, assessments and other governmental charges or levies that may be
imposed or assessed upon it or upon its income or profits, or upon any of its
property before they shall become delinquent, (b) all lawful claims (including
claims for labor, materials and supplies which, if unpaid might give rise to a
Lien upon any of its properties), (c) all other indebtedness, obligations and
liabilities in accordance with customary trade practices, except to the extent
failure to do any of the foregoing would not reasonably be expected to have a
Material Adverse Effect, EXCEPT THAT Borrower and its Subsidiaries may contest
any item described in this Section in good faith so long as adequate reserves
are maintained with respect thereto in accordance with GAAP, unless the
failure to make such payment would not be reasonably expected to have a
Material Adverse Effect.

       6.03   INSPECTION RIGHTS. Provided that Administrative Agent and
Lenders use reasonable efforts to minimize disruption to the businesses of the
Borrower and its Subsidiaries, permit representatives of Administrative Agent
or any Lender, from time to time for purposes of administering the credit
evidenced by this Agreement and subject to the confidentiality


                                      44

<PAGE>

provisions hereof, to visit and inspect their properties and books and records
and to make photocopies or photographs thereof and to write down and record
any information such representative obtains and Borrower and its Subsidiaries
shall permit Administrative Agent or its representatives to investigate and
verify the accuracy of information provided to Administrative Agent or
Lenders, and to discuss all such matters with the officers, employees and
representatives of such Person, except that all intellectual property of the
Borrower and its Subsidiaries are excluded from any such inspection or
investigation.  Unless and until a Default or an Event of Default shall have
occurred and be continuing, individual Lenders shall be limited to one such
inspection in any calendar year and all such visitations and inspections shall
be at the expense of Lenders and shall be conducted during normal business
hours unless otherwise agreed by Borrower and Administrative Agent; PROVIDED,
HOWEVER, that all such visitations and inspections conducted after the
occurrence and during the continuance of any Default or Event of Default shall
be at Borrower's sole cost and expense and shall be conducted without
limitation as to normal business hours.

       6.04   FINANCIAL STATEMENTS. Deliver to Administrative Agent and each
Lender, in form and substance reasonably satisfactory to Administrative Agent
and Requisite Lenders:

              (a)    As soon as available, and in any event within 105 days
       after the close of each fiscal year of Parent and its Consolidated
       Subsidiaries, a consolidated balance sheet and income statement of
       Parent and its Consolidated Subsidiaries as of the end of such fiscal
       year, together with related consolidated statements of operations and
       retained earnings and of cash flows for such fiscal year, in each case
       setting forth in comparative form consolidated figures for the
       preceding fiscal year, all such financial information described above
       to be in reasonable form and detail and certified by independent
       certified public accountants of recognized national standing reasonably
       acceptable to Administrative Agent (provided that Ernst & Young LLP and
       any other nationally recognized accounting firm shall be deemed
       acceptable to Administrative Agent), and whose opinion shall be to the
       effect that such financial statements have been prepared in accordance
       with GAAP (except for changes with which such accountants concur) and
       shall not be limited as to the scope of the audit or qualified as to
       the status of Parent, Borrower and Consolidated Subsidiaries of Parent
       as a going concern.

              (b)    As soon as available, and in any event within 60 days
       after the close of each of the first three fiscal quarters of Parent
       and its Consolidated Subsidiaries, a consolidated balance sheet and
       income statement of Parent and its Consolidated Subsidiaries as of the
       end of such fiscal quarter, together with related consolidated
       statements of operations and retained earnings and of cash flows for
       such fiscal quarter, in each case setting forth in comparative form
       consolidated figures for the corresponding period of the preceding
       fiscal year, all such financial information described above to be in
       reasonable form and detail and reasonably acceptable to Administrative
       Agent and Requisite Lenders, and accompanied by a certificate of a
       Responsible Officer of Borrower to the effect that such quarterly
       financial statements fairly present in all material respects the
       financial condition of Parent and its Consolidated Subsidiaries and
       have been prepared in accordance with GAAP, subject to changes
       resulting from audit and normal year-end audit adjustments.


                                      45

<PAGE>

       6.05   CERTIFICATES, NOTICES AND OTHER INFORMATION. Deliver to
Administrative Agent and each Lender, in form and substance reasonably
satisfactory to Administrative Agent and Requisite Lenders:

              (a)    promptly after request by Administrative Agent or any
       Lender, copies of any detailed audit reports, management letters or
       recommendations submitted to the board of directors (or the audit
       committee of the board of directors) of Borrower by independent
       accountants in connection with the accounts or books of Borrower or any
       Subsidiary, or any audit of any of them;

              (b)    promptly after the occurrence thereof, notice of any
       Material Adverse Effect;

              (c)    promptly upon any discovery or determination that any of
       its computer applications that are material to its or any of its
       Subsidiaries' business and operations are not Year 2000 Compliant,
       notice thereof, except to the extent that such failure does not have a
       Material Adverse Effect;

              (d)    promptly, notice of any announcement by Moody's or S&P of
       any change or possible change in a Debt Rating if applicable/available;
       and

              (e)    At the time of delivery of the financial statements
       provided for in Section 6.04 above, a certificate of a Responsible
       Officer of Borrower substantially in the form of EXHIBIT B, (i)
       demonstrating compliance with the financial covenants contained in
       Section 7.05 by calculation thereof as of the end of each such fiscal
       period and (ii) stating that no Default or Event of Default with respect
       to Borrower exists, or if any Default or Event of Default with respect
       to Borrower does exist, specifying the nature and extent thereof and
       what action Borrower proposes to take with respect thereto.

              (f)    Promptly upon transmission or receipt thereof, copies of
       any filings and registrations with, and public reports to or from, the
       Securities and Exchange Commission, or any successor agency (excluding
       preliminary filings or reports for which confidential treatment is
       sought), and copies of all financial statements, proxy statements,
       notices and reports as Parent or any Consolidated Subsidiary shall send
       to its public shareholders (excluding AMR Corporation) or to a holder of
       any Indebtedness owed by Parent or any Consolidated Subsidiary in its
       capacity as such a holder.

              (g)    Upon any Responsible Officer of Borrower obtaining
       knowledge thereof, Borrower will give written notice to Administrative
       Agent promptly of (i) the occurrence of an event or condition
       consisting of a Default or Event of Default, specifying the nature and
       existence thereof and what action, if any, Borrower proposes to take
       with respect thereto, and (ii) the occurrence of any of the following
       with respect to Parent or any Consolidated Subsidiary (A) the pendency
       or commencement of any litigation, arbitral or governmental proceeding
       against such Person or the Properties which if adversely determined is
       likely to have a Material Adverse Effect or (B) the institution of any
       proceedings against such Person with respect to, or the receipt of
       notice by such Person of potential liability or responsibility


                                      46

<PAGE>

       for violation, or alleged violation of any federal, state or local law,
       rule or regulation, including but not limited to, Environmental Laws,
       the violation of which could have a Material Adverse Effect.

              (h)    With reasonable promptness upon any such request, such
       other information regarding the businesses, properties or financial
       condition of Borrower and its Consolidated Subsidiaries as
       Administrative Agent or any Lender may reasonably request.

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

       6.06   KEEPING OF RECORDS AND BOOKS OF ACCOUNT. Keep complete and
accurate books and records of its transactions in accordance with GAAP
(including the establishment and maintenance of appropriate reserves).

       6.07   COMPLIANCE WITH LAWS. Comply with all laws, rules, regulations
and orders, and all applicable restrictions imposed by all Governmental
Authorities, applicable to it and its property (whether real, personal or
mixed, or tangible or intangible) if noncompliance with any such law, rule,
regulation, order or restriction could have a Material Adverse Effect.

       6.08   MAINTENANCE OF INSURANCE. At all times maintain in full force
and effect insurance (including worker's compensation insurance, liability
insurance, casualty insurance and business interruption insurance) in such
amounts, covering such risks and liabilities and with such deductibles or
self-insurance retentions as are in accordance with normal industry practice
for companies engaged in similar activities in similar geographic areas as
Borrower.

       6.09   MAINTENANCE OF PROPERTIES. Maintain and preserve its properties
and equipment material to the conduct of its businesses in good repair,
working order and condition, normal wear and tear and casualty and
condemnation excepted, and will make, or cause to be made, in such properties
and equipment from time to time all repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto as may be needed
or proper, to the extent and in the manner customary for companies in similar
businesses, unless the failure to do any of the foregoing would not have a
Material Adverse Effect.

       6.10   COMPLIANCE WITH AGREEMENTS. Perform in all material respects all
of its obligations under the terms of all material agreements, indentures,
mortgages, security agreements or other debt instruments to which it is a
party or by which it is bound.

       6.11   USE OF PROCEEDS. Use the proceeds of Extensions of Credit for
lawful general corporate purposes not otherwise in contravention of this
Agreement.



                                      47
<PAGE>

                                     SECTION 7
                                 NEGATIVE COVENANTS

       So long as any Obligations remain unpaid or unperformed, or any portion
of the Commitments remains outstanding, Borrower shall not, nor shall it
permit any Subsidiary to, directly or indirectly:

       7.01   INDEBTEDNESS.  Permit any of its Subsidiaries to contract,
create, incur, assume or permit to exist any Indebtedness in the aggregate in
excess of ten percent (10%) of the Consolidated Gross Revenue of Parent and
its Consolidated Subsidiaries for the immediately preceding twelve-month
period based on GAAP, and to the extent such aggregate Indebtedness exceeds
such amount, such excess amount of Indebtedness shall be subordinated (on
terms and conditions reasonably satisfactory to the Requisite Lenders) to the
loans and obligations owing hereunder.

       7.02   LIENS AND NEGATIVE PLEDGES. Contract, create, incur, assume or
permit to exist any Lien with respect to any of its property or assets
(including stock or other securities of any Person, including any Subsidiary),
whether now owned or after acquired, except:

              (i)    Liens incurred and pledges and deposits made in the
       ordinary course of business in connection with worker's compensation,
       unemployment insurance, old-age pensions and other social security laws
       or regulations;

              (ii)   Liens securing the performance of bids, tenders, leases,
       contracts (other than for the repayment of borrowed money), statutory
       obligations, surety, customs and appeal bonds and other obligations of
       like nature, incurred as an incident to and in the ordinary course of
       business;

              (iii)  Liens imposed by law, such as carriers', warehousemen's,
       mechanics', materialmen's and vendors' liens, incurred in good faith in
       the ordinary course of business and securing obligations which are not
       yet due or which are being contested;

              (iv)   Liens for taxes not yet due or which are being contested;

              (v)    zoning restrictions, easements, licenses, reservations,
       provisions, covenants, conditions, waivers, restrictions on the use of
       property or minor irregularities of title (and with respect to leasehold
       interests, mortgages, obligations, liens and other encumbrances incurred,
       created, assumed or permitted to exist and arising by, through or under
       or asserted by a landlord or owner of the leased property, with or
       without consent of the lessee), none of which materially impairs the use
       of any parcel of property material to the operation of the business of
       Borrower or any Subsidiary or the value of such property for the purpose
       of such business;

              (vi)   Liens upon any property acquired, constructed or improved
       by Borrower or any Subsidiary which are created or incurred
       contemporaneously with or within 90 days after such acquisition,
       construction or improvement to secure or provide for the payment of any
       part of the purchase price of such property or the cost of such
       construction or

                                      48

<PAGE>

       improvement (but no other amounts); PROVIDED that any such Lien or
       security interest shall not apply to any other property of Borrower or
       any Subsidiary;

              (vii)  Liens on property existing at the time such property is
       acquired by Borrower or any Subsidiary; PROVIDED, in each case, that such
       liens were not created in contemplation of the acquisition by Borrower or
       any Subsidiary of such property;

              (viii) Liens existing on the date of this Agreement and disclosed
       in the financial statements referred to in Section 5.11 or the notes
       thereto (and including, in any event, Liens existing in connection with
       the Lease Financing Facility, to the extent the Liens were not objected
       to by Administrative Agent and Requisite Lenders);

              (ix)   other Liens on assets other than inventory or accounts
       receivable created, incurred, assumed or permitted to exist in the
       ordinary course of its business or customary in its industry;

              (x)    extensions, renewals and replacements of Liens referred to
       in paragraphs (i) through (ix) of this Section; PROVIDED, that any such
       extension, renewal or replacement Lien shall be limited to the property
       or assets covered by the Lien extended, renewed or replaced and that the
       obligations secured by any such extension, renewal or replacement Lien
       shall be in an amount not greater than the amount of the obligations
       secured by the Lien extended, renewed or replaced;

              (xi)   Liens created or deemed to exist in connection with a
       Permitted Securitization Transaction (including any related filings of
       any financing statements), but only to the extent that any such Lien
       relates to the applicable receivables and related property actually sold,
       contributed or otherwise conveyed pursuant to such transaction; and

              (xii)  Liens created in order to cash collateralize obligations of
       Borrower and its Consolidated Subsidiaries not to exceed $15,000,000 in
       the aggregate from time to time outstanding.

       7.03   FUNDAMENTAL CHANGES. Merge with or into or consolidate or
combine with any other Person; except that:  (i) any Subsidiary (direct or
indirect) of Borrower may merge with or into or consolidate or combine with
Borrower or any other Subsidiary (direct or indirect) of Borrower (whether in
one transaction or a series of transactions); (ii) any Subsidiary (direct or
indirect) of Borrower may merge, consolidate or combine with any Person if the
surviving Person is a Subsidiary (direct or indirect) of Borrower; (iii) if no
Default or Event of Default shall have occurred at the time of or immediately
after giving effect to such transaction and be continuing, Borrower may merge,
consolidate or combine with any Person if the surviving corporation is
Borrower; and (iv) any Subsidiary (direct or indirect) of Borrower may merge,
consolidate or combine with any other Person as part of a transaction in which
the surviving Person is not a Subsidiary (direct or indirect) of Borrower, to
the extent that the sum of (A) the aggregate net book value of such
Subsidiary, plus (B) the aggregate net book value of all other Subsidiaries
(direct or indirect) of Borrower previously or contemporaneously merged,
consolidated or combined pursuant to this Section, plus (C) the previous or
contemporaneous

                                      49

<PAGE>

Asset Dispositions pursuant to Section 7.04, does not exceed twenty-five
percent (25%) of Parent's total consolidated assets as shown on its
consolidated balance sheet for its most recent prior fiscal quarter.

       7.04   ASSET DISPOSITIONS. Make any Asset Disposition (including,
without limitation, any sale/leaseback transaction); except that Borrower and
its Subsidiaries (direct or indirect) may make: (i) Asset Dispositions of
inventory, or used, worn-out or surplus equipment, all in the ordinary course
of business; (ii) Asset Dispositions on reasonable commercial terms and for
fair value or which would not have a Material Adverse Effect (except that
dispositions of any of the capital stock or all or substantially all of the
assets of any Subsidiary shall not be permitted under this clause (ii)); (iii)
Asset Dispositions to other Subsidiaries; (iv) Asset Dispositions to any
Person that becomes a Subsidiary (direct or indirect) of Borrower as part of a
transaction or series of transactions that includes the Asset Disposition; and
(v) Asset Dispositions to any Person where the sum of (A) the aggregate net
book value of the transferred assets, plus (B) the aggregate net book value of
all transactions pursuant to Section 7.03(iv), plus (C) the aggregate net book
value of the transferred assets in all previous or contemporaneous Asset
Dispositions pursuant to this Section, does not exceed twenty-five percent
(25%) of Parent's total consolidated assets as shown on its consolidated
balance sheet for its most recent prior fiscal quarter.

       7.05   FINANCIAL COVENANTS. (a)  CONSOLIDATED LEVERAGE RATIO.  Permit
the Consolidated Leverage Ratio, as of the last day of each fiscal quarter of
Parent and its Consolidated Subsidiaries, to be greater than 3.0:1.0.

       (b)    CONSOLIDATED TANGIBLE NET WORTH.  Permit Consolidated Tangible
Net Worth at any time to be less than the sum of $589 million, PLUS on a
cumulative basis as of the end of each fiscal quarter of Parent and its
Consolidated Subsidiaries, commencing with the fiscal quarter ending September
30, 1999, an amount equal to fifty percent (50%) of Consolidated Net Income
(to the extent positive) for the fiscal quarter then ended, PLUS fifty percent
(50%) of the net proceeds from Equity Issuances occurring after the Closing
Date, MINUS amounts used to repurchase or redeem capital stock of Parent
during the fiscal quarter then ended, MINUS dividends paid to shareholders of
Parent in connection with any Spin-Off Transaction to the extent, but only to
the extent, (i) such dividends are paid solely and expressly with respect to
such Spin-Off Transaction, (ii) such dividends are paid within the period of
twelve (12) consecutive calendar months following the effective date of such
Spin-Off Transaction, (iii) such reduction in Consolidated Tangible Net Worth
for dividends shall be made one and only one time in connection with the first
such payment of dividends and (iv) such reduction in Consolidated Tangible Net
Worth for dividends shall not exceed $500 million notwithstanding that the
actual amount of dividends paid at such time may exceed $500 million.

       7.06   PERMITTED SECURITIZATION TRANSACTION.  Enter into or permit to
exist any Securitization Transaction that is not a Permitted Securitization
Transaction.

       7.07   TRANSACTIONS WITH AFFILIATES.  Enter into or permit to exist any
transaction or series of transactions with any officer, director, shareholder,
Subsidiary or Affiliate of such Person other than transactions which are
entered into on terms and conditions substantially as favorable

                                      50

<PAGE>

to such Person as would be obtainable by it in a comparable arms-length
transaction with a Person other than an officer, director, shareholder,
Subsidiary or Affiliate.


                                     SECTION 8
                           EVENTS OF DEFAULT AND REMEDIES

       8.01   EVENTS OF DEFAULT. Any one or more of the following events shall
constitute an Event of Default:

              (a)    Borrower fails to pay any principal on any Outstanding
       Obligation (other than fees) as and on the date when due; or

              (b)    Borrower fails to pay any interest on any Outstanding
       Obligation, or any Facility Fee or Utilization Fee due hereunder within
       three (3) Business Days after the date due; or fails to pay any other
       fees or amount payable to Administrative Agent or any Lender under any
       Loan Document within five (5) days after the date due;

              (c)    (i) Borrower shall fail to observe or perform any term,
       covenant, obligation or condition of Borrower under this Agreement or any
       other Loan Document to which Borrower is a party other than those set
       forth in Sections 8.01(a) or (b) hereof, and such failure shall continue
       for thirty (30) days (except for the covenants set forth in Sections
       7.01, 7.03, 7.04 and 7.05 for which there shall be no such grace period)
       after notice thereof to Borrower, or (ii) any representation or warranty
       made by Borrower set forth in this Agreement or in any other Loan
       Document or in any document entered into in connection herewith or
       therewith or in any document, certificate or financial or other statement
       delivered in connection herewith or therewith shall be false or
       inaccurate in any material way when made;

              (d)    An Event of Default shall have occurred and be continuing
       under the Lease Financing Facility;

              (e)    Borrower, Parent or any of their respective Subsidiaries
       shall default (beyond applicable periods of grace and/or notice and cure)
       in the payment when due of any principal of or interest on any
       Indebtedness having an outstanding principal amount of at least
       $25,000,000; or any other event or condition shall occur which results in
       the maturity of such Indebtedness being accelerated other than at the
       option of Borrower, Parent or any such Subsidiary, except with respect to
       any Subsidiary other than Borrower, to the extent any of the foregoing
       does not result in a Material Adverse Effect or any other Event of
       Default hereunder;

              (f)    The liquidation or dissolution of Borrower, Parent or any
       of their respective Subsidiaries, or the suspension of the business of
       Borrower, Parent or any of their respective Subsidiaries, or the filing
       by Borrower, Parent or any of their respective Subsidiaries, of a
       voluntary petition or an answer seeking reorganization, arrangement,

                                      51

<PAGE>

       readjustment of its debts or for any other relief under the Bankruptcy
       Code, as amended, or under any other insolvency act or law, state or
       federal, now or hereafter existing, or any other action of Borrower,
       Parent or any of their respective Subsidiaries, indicating its consent
       to, approval of or acquiescence in, any such petition or proceeding; the
       application by Borrower, Parent or any of their respective Subsidiaries,
       for, or the appointment by consent or acquiescence of Borrower, Parent or
       any of their respective Subsidiaries, of a receiver, a trustee or a
       custodian of Borrower, Parent or any of their respective Subsidiaries,
       for all or a substantial part of its property; the making by Borrower,
       Parent or any of their respective Subsidiaries, of any assignment for the
       benefit of creditors; the admission by Borrower, Parent or any of their
       respective Subsidiaries, in writing of its inability to pay its debts as
       they mature or Borrower, Parent or any of their respective Subsidiaries,
       is generally not paying its debts and other financial obligations as they
       become due and payable; or Borrower, Parent or any of their respective
       Subsidiaries, taking any corporate action to authorize any of the
       foregoing, except with respect to any Subsidiary other than Borrower, to
       the extent any of the foregoing does not result in a Material Adverse
       Effect or any other Event of Default hereunder;

              (g)    The filing of an involuntary petition against Borrower,
       Parent or any of their respective Subsidiaries, in bankruptcy or seeking
       reorganization, arrangement, readjustment of its debts or for any other
       relief under the Bankruptcy Code, as amended, or under any other
       insolvency act or law, state or federal, now or hereafter existing; or
       the involuntary appointment of a receiver, a trustee or a custodian of
       Borrower, Parent or any of their respective Subsidiaries, for all or a
       substantial part of its property; or the issuance of a warrant of
       attachment, execution or similar process against any substantial part of
       the property of Borrower, Parent or any of their respective Subsidiaries,
       and the continuance of any of such events for sixty (60) days undismissed
       or undischarged, except with respect to any Subsidiary other than
       Borrower, to the extent any of the foregoing does not result in a
       Material Adverse Effect or any other Event of Default hereunder;

              (h)    The adjudication of Borrower, Parent or any of their
       respective Subsidiaries, as bankrupt or insolvent, except with respect to
       any Subsidiary other than Borrower, to the extent any of the foregoing
       does not result in a Material Adverse Effect or any other Event of
       Default hereunder;

              (i)    The entering of any order in any proceedings against
       Borrower, Parent or any of their respective Subsidiaries, decreeing the
       dissolution, divestiture or split-up of Borrower, Parent or any of their
       respective Subsidiaries, and such order remains in effect for more than
       sixty (60) days, except with respect to any Subsidiary other than
       Borrower, to the extent any of the foregoing does not result in a
       Material Adverse Effect or any other Event of Default hereunder;

              (j)    Any report, certificate, financial statement or other
       instrument delivered to Administrative Agent by or on behalf of Borrower
       pursuant to the terms of this Agreement or any other Loan Document is
       false or misleading in any material respect when made or delivered;

                                      52

<PAGE>

              (k)    A final judgment or judgments for the payment of money
       shall be rendered by a court or courts against Borrower, Parent or any of
       their respective Subsidiaries, or any of their assets in excess of
       $15,000,000 in the aggregate, and (i) the same shall not be discharged
       (or provision shall not be made for such discharge), or a stay of
       execution thereof shall not be procured, within sixty (60) days from the
       date of entry thereof, or (ii) Borrower, Parent or any of their
       respective Subsidiaries, shall not, within said period of sixty (60)
       days, or such longer period during which execution of the same shall have
       been stayed, appeal therefrom and cause the execution thereof to be
       stayed during such appeal, or (iii) such judgment or judgments shall not
       be discharged (or provisions shall not be made for such discharge) within
       sixty (60) days after a decision has been reached with respect to such
       appeal and the related stay has been lifted;

              (l)    (i) Borrower or any member of the Controlled Group shall
       fail to pay when due an amount or amounts aggregating in excess of
       $15,000,000 which it shall have become liable to pay to the PBGC or to a
       Pension Plan under Title IV of ERISA; or (ii) notice of intent to
       terminate a Pension Plan or Pension Plans having aggregate Unfunded
       Liabilities in excess of $15,000,000 shall be filed under Title IV of
       ERISA by Borrower or any member of the Controlled Group, any plan
       administrator or any combination of the foregoing; or (iii) the PBGC
       shall institute proceedings under Title IV of ERISA to terminate or to
       cause a trustee to be appointed to administer any such Pension Plan or
       Pension Plans or a proceeding shall be instituted by a fiduciary of any
       such Pension Plan or Pension Plans against Borrower or any member of the
       Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA; or (iv) a
       condition shall exist by reason of which the PBGC would be entitled to
       obtain a decree adjudicating that any such Pension Plan or Pension Plans
       must be terminated; provided, in any case under (i)-(iv) herein, only
       where Borrower or any Subsidiary of Borrower is reasonably expected to
       incur liability in excess of $15,000,000;

              (m)    (i) As a result of one (1) or more transactions after the
       date of this Agreement, any "person" or "group" of persons other than AMR
       Corporation shall have "beneficial ownership" (within the meaning of
       Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
       amended, and the applicable rules and regulations thereunder) of thirty-
       five percent (35%) or more of the outstanding common stock of Parent; or
       (ii) without limiting the generality of the foregoing, during any period
       of twelve (12) consecutive months, commencing after the date of this
       Agreement, individuals who at the beginning of such period of twelve (12)
       months were directors of Parent shall cease for any reason (other than
       AMR Corporation ceasing to have "beneficial ownership" as described in
       clause (o)(i) above) to constitute a majority of the board of directors
       of Parent, PROVIDED, that the relationships among the respective
       shareholders of Parent on the Closing Date shall not be deemed to
       constitute all or any combination of them as a "group" for purposes of
       clause (m)(i); or

              (n)    Any Loan Document shall cease to be in full force and
       effect unless replaced by a successor agreement.

                                      53

<PAGE>

       8.02   REMEDIES UPON EVENT OF DEFAULT. Without limiting any other
rights or remedies of Administrative Agent or Lenders provided for elsewhere
in this Agreement, or the other Loan Documents, or by applicable Law, or in
equity, or otherwise:

              (a)    Upon the occurrence, and during the continuance, of any
       Event of Default OTHER THAN an Event of Default described in clauses (f),
       (g) or (h) of Section 8.01:

                     (i)    Requisite Lenders may request Administrative Agent
              to, and Administrative Agent thereupon shall, terminate the
              Commitments and/or declare all or any part of the unpaid principal
              of all Loans, all interest accrued and unpaid thereon and all
              other amounts payable under the Loan Documents to be immediately
              due and payable, whereupon the same shall become and be
              immediately due and payable, without protest, presentment, notice
              of dishonor, demand or further notice of any kind, all of which
              are expressly waived by Borrower; and

                     (ii)   Issuing Lender may, with the approval of
              Administrative Agent on behalf of Requisite Lenders, demand
              immediate payment by Borrower of an amount equal to the aggregate
              amount of all outstanding Letter of Credit Usage to be held in a
              Letter of Credit Cash Collateral Account.

              (b)    Upon the occurrence of any Event of Default described in
       clauses (f),(g) or (h) of Section 8.01:

                     (i)    the Commitments and all other obligations of
              Administrative Agent or Lenders shall automatically terminate
              without notice to or demand upon Borrower, which are expressly
              waived by Borrower;

                     (ii)   the unpaid principal of all Loans, all interest
              accrued and unpaid thereon and all other amounts payable under the
              Loan Documents shall be immediately due and payable, without
              protest, presentment, notice of dishonor, demand or further notice
              of any kind, all of which are expressly waived by Borrower; and

                     (iii)  an amount equal to the aggregate amount of all
              outstanding Letter of Credit Usage shall be immediately due and
              payable to Issuing Lender without notice to or demand upon
              Borrower, which are expressly waived by Borrower, to be held in a
              Letter of Credit Cash Collateral Account.

              (c)    Upon the occurrence of any Event of Default, Lenders and
       Administrative Agent, or any of them, without notice to (except as
       expressly provided for in any Loan Document) or demand upon Borrower,
       which are expressly waived by Borrower (except as to notices expressly
       provided for in any Loan Document), may proceed to (but only with the
       consent of Requisite Lenders) protect, exercise and enforce their rights
       and remedies under the Loan Documents against Borrower and such other
       rights and remedies as are provided by Law or equity.

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<PAGE>

              (d)    Except as permitted by Section 10.05, no Lender may
       exercise any rights or remedies with respect to the Obligations without
       the consent of Requisite Lenders in their sole and absolute discretion.
       The order and manner in which Administrative Agent's and Lenders' rights
       and remedies are to be exercised shall be determined by Requisite Lenders
       in their sole and absolute discretion.  Regardless of how a Lender may
       treat payments for the purpose of its own accounting, for the purpose of
       computing the Obligations hereunder, payments shall be applied FIRST, to
       costs and expenses (including Attorney Costs) incurred by Administrative
       Agent and each Lender, SECOND, to the payment of accrued and unpaid
       interest on the Loans to and including the date of such application,
       THIRD, to the payment of the unpaid principal of the Loans, and FOURTH,
       to the payment of all other amounts (including fees) then owing to
       Administrative Agent and Lenders under the Loan Documents, in each case
       paid pro rata to each Lender in the same proportions that the aggregate
       Obligations owed to each Lender under the Loan Documents bear to the
       aggregate Obligations owed under the Loan Documents to all Lenders,
       without priority or preference among Lenders.  No application of payments
       will cure any Event of Default, or prevent acceleration, or continued
       acceleration, of amounts payable under the Loan Documents, or prevent the
       exercise, or continued exercise, of rights or remedies of Administrative
       Agent and Lenders hereunder or thereunder or at Law or in equity.


                                     SECTION 9
                                ADMINISTRATIVE AGENT

       9.01   APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. (a)  Each
Lender hereby irrevocably (subject to Section 9.09) appoints, designates and
authorizes Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms
of this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document,
Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall Administrative Agent have or be
deemed to have any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise
exist against Administrative Agent.  Without limiting the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with
reference to Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

       (b)    Issuing Lender shall act on behalf of Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith
until such time and except for so long as Administrative Agent may agree at
the request of Requisite Lenders to act for such Issuing Lender with respect
thereto; PROVIDED, HOWEVER, that Issuing Lender shall have all of the benefits

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and immunities (i) provided to Administrative Agent in this Section 9 with
respect to any acts taken or omissions suffered by Issuing Lender in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent" as used in
this Section 9 included Issuing Lender with respect to such acts or omissions,
and (ii) as additionally provided in this Agreement with respect to Issuing
Lender.

       9.02   DELEGATION OF DUTIES. Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.  Administrative
Agent shall not be responsible for the negligence or misconduct of any agent
or attorney-in-fact that it selects in the absence of gross negligence or
willful misconduct.

       9.03   LIABILITY OF ADMINISTRATIVE AGENT. No Administrative
Agent-Related Person shall (i) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct in connection with its duties expressly
set forth herein), or (ii) be responsible in any manner to any Lender for any
recital, statement, representation or warranty made by Borrower or any officer
thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for
in, or received by Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of Borrower or any other party to any Loan
Document to perform its obligations hereunder or thereunder.  No
Administrative Agent-Related Person shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of Borrower or
any Subsidiary or Affiliate thereof.

       9.04   RELIANCE BY ADMINISTRATIVE AGENT. (a)   Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to Borrower), independent accountants and other experts selected by
Administrative Agent. Administrative Agent shall be fully justified in failing
or refusing to take any action under any Loan Document unless it shall first
receive such advice or concurrence of Requisite Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of Requisite Lenders or all Lenders, if
required hereunder, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of Lenders. Where this Agreement
expressly permits or prohibits an action unless Requisite Lenders otherwise
determine, and in all

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other instances, Administrative Agent may, but shall not be required to,
initiate any solicitation for the consent or a vote of Lenders.

       (b)    For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
either sent by Administrative Agent to such Lender for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to such Lender.

       9.05   NOTICE OF DEFAULT. Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to Administrative Agent for the account of Lenders, unless
Administrative Agent shall have received written notice from a Lender or
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default".  Administrative
Agent will notify Lenders of its receipt of any such notice.  Administrative
Agent shall take such action with respect to such Default or Event of Default
as may be directed by Requisite Lenders in accordance with Section 8;
PROVIDED, HOWEVER, that unless and until Administrative Agent has received any
such direction, Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default
or Event of Default as it shall deem advisable or in the best interest of
Lenders.

       9.06   CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Administrative Agent-Related Person
has made any representation or warranty to it, and that no act by
Administrative Agent hereinafter taken, including any consent to and
acceptance of any assignment or review of the affairs of Borrower or any of
its Subsidiaries or Affiliates, shall be deemed to constitute any
representation or warranty by any Administrative Agent-Related Person to any
Lender as to any matter, including whether Administrative Agent-Related
Persons have disclosed material information in their possession.  Each Lender,
including any Lender by assignment, represents to Administrative Agent that it
has, independently and without reliance upon any Administrative Agent-Related
Person and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and
creditworthiness of Borrower and its Subsidiaries and Affiliates, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to Borrower hereunder.  Each Lender also represents that it will,
independently and without reliance upon any Administrative Agent-Related
Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the
other Loan Documents, and to make such investigations as it deems necessary to
inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of Borrower and its Subsidiaries and
Affiliates.  Except for notices, reports and other documents expressly
required to be furnished to Lenders by Administrative Agent herein,
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of Borrower or any of its

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<PAGE>

Subsidiaries or Affiliates which may come into the possession of any
Administrative Agent-Related Person.

       9.07   INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, Lenders shall indemnify upon
demand each Administrative Agent-Related Person (to the extent not reimbursed
by or on behalf of Borrower and without limiting the obligation of Borrower to
do so), pro rata, and hold harmless each Administrative Agent-Related Person
from and against any and all Indemnified Liabilities incurred by it; PROVIDED,
HOWEVER, that no Lender shall be liable for the payment to any Administrative
Agent-Related Person of any portion of such Indemnified Liabilities resulting
from such Person's gross negligence or willful misconduct; PROVIDED, HOWEVER,
that no action taken in accordance with the directions of Requisite Lenders
shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section.  Without limitation of the foregoing, each Lender
shall reimburse Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect
of rights or responsibilities under, this Agreement, any other Loan Document,
or any document contemplated by or referred to herein, to the extent that
Administrative Agent is not reimbursed for such expenses by or on behalf of
Borrower.  The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of Administrative
Agent.

       9.08   ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY. Bank of America and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business
with Borrower and its Subsidiaries and Affiliates as though Bank of America
were not Administrative Agent or Issuing Lender hereunder and without notice
to or consent of Lenders.  Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information
regarding Borrower or its Affiliates (including information that may be
subject to confidentiality obligations in favor of Borrower or such Affiliate)
and acknowledge that Administrative Agent shall be under no obligation to
provide such information to them.  With respect to its Loans, Bank of America
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not Administrative Agent or
Issuing Lender.

       9.09   SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent may, and at
the request of Requisite Lenders shall, resign as Administrative Agent upon 30
days' notice to Lenders and Borrower.  If Administrative Agent resigns under
this Agreement, Requisite Lenders shall appoint from among Lenders a successor
administrative agent for Lenders which successor administrative agent shall be
consented to by Borrower at all times other than during the existence of an
Event of Default (which approval of Borrower shall not be unreasonably
withheld or delayed).  If no successor administrative agent is appointed prior
to the effective date of the resignation of Administrative Agent,
Administrative Agent may appoint, after consulting with Lenders and Borrower,
a successor administrative agent from among Lenders.  Upon the acceptance of
its appointment as successor administrative agent hereunder, such successor

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<PAGE>

administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor administrative agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 9 and Sections 10.03 and
10.13 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.  If no
successor administrative agent has accepted appointment as Administrative
Agent by the date which is thirty (30) days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and Lenders
shall perform all of the duties of Administrative Agent hereunder until such
time, if any, as Requisite Lenders appoint a successor agent as provided for
above.  Notwithstanding the foregoing, however, Bank of America may not be
removed as Administrative Agent at the request of Requisite Lenders unless
Bank of America shall also simultaneously be replaced as "Issuing Lender"
hereunder pursuant to documentation in form and substance reasonably
satisfactory to Bank of America.

       9.10   CO-AGENTS; LEAD MANAGERS.  None of Lenders identified on the
facing page or signature pages of this Agreement as a "co-agent" or "lead
manager" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of Lenders so identified as a "co-agent"
or "lead manager" shall have or be deemed to have any fiduciary relationship
with any Lender.  Each Lender acknowledges that it has not relied, and will
not rely, on any of Lenders so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.


                                     SECTION 10
                                   MISCELLANEOUS

       10.01  AMENDMENTS; CONSENTS. No amendment, modification, supplement,
extension, termination or waiver of any provision of this Agreement or any
other Loan Document, no approval or consent thereunder, and no consent to any
departure by Borrower therefrom shall be effective unless in writing signed by
Requisite Lenders and acknowledged by Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.  Except as otherwise expressly provided
herein, without the approval in writing of Administrative Agent and each of
the Lenders affected thereby, no amendment, modification, supplement,
termination, waiver or consent may be effective to:

              (a)    Reduce the amount of principal or required principal
       payments of any Outstanding Obligations;

              (b)    Reduce the rate of interest payable on any Outstanding
       Obligations or the amount of any fee or other amount payable to any
       Lender under the Loan Documents (unless consented to by each Lender
       entitled to receive such fee or other amount), including in each case,
       any change in the way any financial covenant used to determine the
       Applicable Percentage is calculated;

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<PAGE>

              (c)    Waive an Event of Default consisting of the failure of
       Borrower to pay when due principal, interest, the Facility Fee or the
       Utilization Fee;

              (d)    Postpone any date fixed for any payment of principal of,
       prepayment of principal of, or any installment of interest on, any Loan
       or any installment of any facility fee or utilization fee, to extend the
       term of, or increase the amount of, any Lender's Commitment (it being
       understood that a waiver of any Event of Default not referred to in
       subsection (c) above shall require only the consent of Required Lenders)
       or modify the Pro Rata Share of any Lender;

              (e)    Amend the definition of "REQUISITE LENDERS" or the
       provisions of Section 9, this Section 10.01 or Section 10.06; or

              (f)    Amend any provision of this Agreement that expressly
       requires the consent or approval of all Lenders;

              (g)    Release Borrower from its obligations under the Loan
       Documents;

       PROVIDED, HOWEVER, that (i) no amendment, waiver or consent shall,
unless in writing and signed by Issuing Lender in addition to Requisite
Lenders or all Lenders, as the case may be, affect the rights or duties of
Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing
and signed by Administrative Agent in addition to Requisite Lenders or all
Lenders, as the case may be, affect the rights or duties of Administrative
Agent, (iii) any fee letters may be amended, or rights or privileges
thereunder waived, in a writing executed by the parties thereto, and (iv) the
Administrative Agent may, without the consent of the Lenders, enter into
amendments, modifications or waivers to cure ambiguities or errors or that
would not otherwise be to the detriment of any Lender.  Any amendment,
modification, supplement, termination, waiver or consent pursuant to this
Section shall apply equally to, and shall be binding upon, all Lenders and
Administrative Agent.

       10.02  NOTICES. All notices required or permitted to be given under any
Loan Document shall be in writing.  Notices may be served by certified or
registered mail, postage paid with return receipt requested; by private
courier, prepaid; by telex, facsimile, or other telecommunication device
capable of transmitting or creating a written record; or personally.  Mailed
notices shall be deemed delivered five (5) days after mailing, properly
addressed.  Couriered notices shall be deemed delivered when delivered as
addressed, or if the addressee refused delivery, when presented for delivery
notwithstanding such refusal.  Telex or telecommunicated notices shall be
deemed delivered when receipt is either confirmed by confirming transmission
equipment or acknowledged by the addressee or its office.  Personal delivery
shall be effective when accomplished.

       Unless a party changes its address by giving notice to the other party
as provided herein, notices shall be delivered to the parties at the addresses
set forth on SCHEDULE 10.02 hereof.

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       From time to time any party may designate additional parties and/or
another address for notice purposes by notice to each of the other parties
hereto.  Each notice hereunder shall be effective upon receipt or refusal
thereof.

       10.03  ATTORNEY COSTS, EXPENSES AND TAXES. Borrower agrees (a) to pay
or reimburse Administrative Agent for all reasonable costs and expenses
incurred in connection with the development, preparation, negotiation and
execution of the Loan Documents, and the development, preparation, negotiation
and execution of any amendment, waiver, consent, supplement or modification
to, any Loan Documents, and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including all Attorney Costs,
and (b) to pay or reimburse Administrative Agent and each Lender for all
reasonable costs and expenses incurred in connection with any refinancing,
restructuring, reorganization (including a bankruptcy reorganization) and
enforcement or attempted enforcement, or preservation of any rights under any
Loan Documents, and any other documents prepared in connection herewith or
therewith, or in connection with any refinancing, or restructuring of any such
documents in the nature of a "workout" or of any insolvency or bankruptcy
proceeding, including Attorney Costs.  The foregoing costs and expenses shall
include all search, filing, recording, title insurance and appraisal charges
and fees and taxes related thereto, and other out-of-pocket expenses incurred
by Administrative Agent and the cost of independent public accountants and
other outside experts retained by Administrative Agent or any Lender.  The
agreements in this Section shall survive repayment of all Obligations.

       10.04  BINDING EFFECT; ASSIGNMENT. (a)  This Agreement and the other
Loan Documents to which Borrower is a party will be binding upon and inure to
the benefit of Borrower, Administrative Agent, Lenders and their respective
successors and assigns, except that, Borrower may not assign its rights and
obligations hereunder or thereunder or any interest herein or therein without
the prior written consent of all Lenders and any such attempted assignment
shall be void.  Any Lender may at any time pledge its Note or any other
instrument evidencing its rights as a Lender under this Agreement to a Federal
Reserve Bank, but no such pledge shall release such Lender from its
obligations hereunder or grant to such Federal Reserve Bank the rights of a
Lender hereunder absent foreclosure of such pledge.

       (b)    From time to time following the Closing Date, each Lender may
assign to one or more Eligible Assignees all or any portion of its Commitment
and/or Extensions of Credit; PROVIDED that (i) such assignment, if not to a
Lender or an Affiliate of the assigning Lender, shall be consented to by
Borrower at all times other than during the existence of a Default or Event of
Default and by Administrative Agent and Issuing Lender (which approval of
Borrower shall not be unreasonably withheld or delayed), (ii) a copy of a duly
signed and completed Assignment and Acceptance shall be delivered to
Administrative Agent and Borrower, (iii) except in the case of an assignment
(A) to an Affiliate of the assigning Lender or to another Lender or (B) of the
entire remaining Commitment of the assigning Lender, the portion of the
Commitment assigned shall not be less than the Minimum Amount therefor, and
(iv) the effective date of any such assignment shall be as specified in the
Assignment and Acceptance, but not earlier than the date which is five
Business Days after the date Administrative Agent has received the Assignment
and Acceptance.  Upon obtaining any consent required as set forth in the prior
sentence and

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payment of the requisite fee described below, the assignee named therein shall
be a Lender for all purposes of this Agreement, with the Pro Rata Share
therein set forth and, to the extent of such Pro Rata Share, the assigning
Lender shall be released from its further obligations under this Agreement.
Borrower agrees that it shall execute and deliver upon request (against
delivery by the assigning Lender to Borrower of any Note) to such assignee
Lender, one or more Notes evidencing such assignee Lender's Loans, and to the
assigning Lender, if requested, one or more Notes evidencing Loans under any
Commitment retained by the assigning Lender.  Administrative Agent's consent
to any assignment shall not be deemed to constitute any representation or
warranty by any Administrative Agent-Related Person as to any matter.  For
purposes hereof, each mutual fund that is an Affiliate of a Lender shall be
deemed to be a single Eligible Assignee, whether or not such fund is managed
by the same fund manager as other mutual funds that are Affiliates of the same
Lender.

       (c)    The Administrative Agent shall maintain at its address referred
to in SCHEDULE 10.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses
of the Lenders and the Commitment of, and principal amount of the advances
owing to, each Lender from time to time (the "REGISTER").  The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent and the Lenders shall treat
each Person whose name is recorded in the Register as a Lender hereunder for
all purposes of this Agreement.  The Register shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

       (d)    After receipt of a completed Assignment and Acceptance, and
receipt of an assignment fee of $3,500 (including in the case of assignments
to Affiliates of assigning Lenders), Administrative Agent shall, promptly
following the effective date thereof, provide to Borrower and Lenders a
revised SCHEDULE 10.02 giving effect thereto.

       (e)    Each Lender may from time to time, without the consent of any
other Person, grant participations to one or more other Person (including
another Lender) all or any portion of its Pro Rata Share of its Commitment
and/or Extensions of Credit; PROVIDED, HOWEVER, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the participating banks or other
financial institutions shall not be a Lender hereunder for any purpose except,
if the participation agreement so provides, for the purposes of Section 3 (but
only to the extent that the cost of such benefits to Borrower does not exceed
the cost which Borrower would have incurred in respect of such Lender absent
the participation) and subject to Sections 10.05 and 10.06, (iv) Borrower,
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, (v) the participation agreement shall not
restrict an increase in the combined Commitments or in the granting Lender's
Commitment or Pro Rata Share, so long as the amount of the participation
interest is not increased, and (vi) the consent of the holder of such
participation interest shall not be required for amendments or waivers of
provisions of the Loan Documents; PROVIDED, HOWEVER, that the assigning Lender
may, in any agreement with a participant, give such participant the right to
consent to any matter which (A) extends the Maturity Date as to such
participant or any other date upon which any payment of

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money is due to such participant, (B) reduces the rate of interest owing to
such participant, any fee or any other monetary amount owing to such
participant, or (C) reduces the amount of any installment of principal owing
to such participant.  Any Lender that sells a participation to any Person that
is not a U.S. Person as defined in Section 3.01 shall include in its
participation agreement with such Person a covenant by such Person that such
Person will comply with the provisions of Section 3.01(c) as if such Person
were a Lender and provide that Administrative Agent and Borrower shall be
third party beneficiaries of such covenant.

       10.05  SET-OFF. In addition to any rights and remedies of
Administrative Agent and Lenders or any assignee or participant of any Lender
or any Affiliate thereof (each, a "PROCEEDING PARTY") provided by law, upon
the occurrence and during the continuance of any Event of Default, each
Proceeding Party is authorized at any time and from time to time, without
prior notice to Borrower, any such notice being waived by Borrower to the
fullest extent permitted by law, to proceed directly, by right of set-off,
banker's lien, or otherwise, against any assets of the Borrower which may be
in the hands of such Proceeding Party (including all general or special, time
or demand, provisional or other deposits and other indebtedness owing by such
Proceeding Party to or for the credit or the account of Borrower) and apply
such assets against the Obligations, irrespective of whether such Proceeding
Party shall have made any demand therefor and although such Obligations may be
unmatured.  Each Lender agrees promptly to notify Borrower and Administrative
Agent after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.

       10.06  SHARING OF PAYMENTS. Each Lender severally agrees that if it,
through the exercise of any right of setoff, banker's lien or counterclaim
against Borrower or otherwise, receives payment of the Obligations held by it
of a type owed ratably to the various Lenders that is ratably more than any
other Lender receives in payment of those Obligations held by such other
Lender, then, subject to applicable Laws: (a) such Lender exercising the right
of setoff, banker's lien or counterclaim or otherwise receiving such payment
shall purchase, and shall be deemed to have simultaneously purchased, from the
other Lender a participation in the Obligations held by the other Lender and
shall pay to the other Lender a purchase price in an amount so that the share
of the Obligations held by each Lender after the exercise of the right of
setoff, banker's lien or counterclaim or receipt of payment shall be in the
same proportion that existed prior to the exercise of the right of setoff,
banker's lien or counterclaim or receipt of payment; and (b) such other
adjustments and purchases of participations shall be made from time to time as
shall be equitable to ensure that all Lenders share any payment obtained in
respect of the Obligations ratably in accordance with each Lender's share of
the Obligations immediately prior to, and without taking into account, the
payment; PROVIDED that, if all or any portion of a disproportionate payment
obtained as a result of the exercise of the right of setoff, banker's lien,
counterclaim or otherwise is thereafter recovered from the purchasing Lender
by Borrower or any Person claiming through or succeeding to the rights of
Borrower, the purchase of a participation shall be rescinded and the purchase
price thereof shall be restored to the extent of the recovery, but without
interest.  Each Lender that purchases a participation in the Obligations
pursuant to this Section shall from and after the purchase have the right to
give all notices, requests, demands, directions and other communications under
this Agreement with respect to the portion of the Obligations purchased to the
same extent as though the purchasing Lender

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were the original owner of the Obligations purchased.  Borrower expressly
consents to the foregoing arrangements and agrees that any Lender holding a
participation in an Obligation so purchased may exercise any and all rights of
setoff, banker's lien or counterclaim with respect to the participation as
fully as if Lender were the original owner of the Obligation purchased.

       10.07  NO WAIVER; CUMULATIVE REMEDIES. (a)  No failure by any Lender or
Administrative Agent to exercise, and no delay by any Lender or Administrative
Agent in exercising, 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 under any Loan Document preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.

       (b)    The rights, remedies, powers and privileges herein or therein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by Law. Any decision by Administrative Agent or any Lender
not to require payment of any interest (including interest at the Default
Rate), fee, cost or other amount payable under any Loan Document or to
calculate any amount payable by a particular method on any occasion shall in
no way limit or be deemed a waiver of Administrative Agent's or such Lender's
right to require full payment thereof, or to calculate an amount payable by
another method that is not inconsistent with this Agreement, on any other or
subsequent occasion.

       (c)    Except with respect to Section 9.09, the terms and conditions of
Section 9 are for the sole benefit of Administrative Agent and Lenders.

       10.08  USURY SAVINGS PROVISION. IT IS THE INTENT OF THE PARTIES HERETO
TO CONFORM TO AND CONTRACT IN STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM
TIME TO TIME IN EFFECT.  ANY SUCH PAYMENTS SO CHARACTERIZED AS INTEREST MAY BE
REFERRED TO HEREIN AS "INTEREST".  ALL AGREEMENTS AMONG THE PARTIES HERETO ARE
HEREBY LIMITED BY THE PROVISIONS OF THIS PARAGRAPH WHICH SHALL OVERRIDE AND
CONTROL ALL SUCH AGREEMENTS, WHETHER NOW EXISTING OR HEREAFTER ARISING AND
WHETHER WRITTEN OR ORAL.  IN NO WAY, NOR IN ANY EVENT OR CONTINGENCY
(INCLUDING WITHOUT LIMITATION PREPAYMENT OR ACCELERATION OF THE MATURITY OF
ANY OBLIGATION), SHALL ANY INTEREST TAKEN, RESERVED, CONTRACTED FOR, CHARGED
OR RECEIVED UNDER THIS AGREEMENT OR OTHERWISE, EXCEED THE MAXIMUM NONUSURIOUS
AMOUNT PERMISSIBLE UNDER APPLICABLE LAW.  IF, FROM ANY POSSIBLE CONSTRUCTION
OF ANY OF THE LOAN DOCUMENTS OR ANY OTHER DOCUMENT OR AGREEMENT, INTEREST
WOULD OTHERWISE BE PAYABLE IN EXCESS OF THE MAXIMUM NONUSURIOUS AMOUNT, ANY
SUCH CONSTRUCTION SHALL BE SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH AND
SUCH AMOUNTS UNDER SUCH DOCUMENTS OR AGREEMENTS SHALL BE AUTOMATICALLY REDUCED
TO THE MAXIMUM NONUSURIOUS AMOUNT PERMITTED UNDER APPLICABLE LAW, WITHOUT THE
NECESSITY OF EXECUTION OF ANY AMENDMENT OR NEW DOCUMENT OR AGREEMENT.  IF
ADMINISTRATIVE AGENT OR ANY LENDER SHALL EVER RECEIVE ANYTHING OF VALUE WHICH
IS CHARACTERIZED AS

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<PAGE>

INTEREST WITH RESPECT TO THE OBLIGATIONS OWED HEREUNDER OR UNDER APPLICABLE
LAW AND WHICH WOULD, APART FROM THIS PROVISION, BE IN EXCESS OF THE MAXIMUM
LAWFUL AMOUNT, AN AMOUNT EQUAL TO THE AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE
INTEREST SHALL, WITHOUT PENALTY, BE APPLIED TO THE REDUCTION OF THE COMPONENT
OF PAYMENTS DEEMED TO BE PRINCIPAL AND NOT TO THE PAYMENT OF INTEREST, OR
REFUNDED TO BORROWER OR ANY OTHER PAYOR THEREOF, IF AND TO THE EXTENT SUCH
AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE EXCEEDS THE COMPONENT OF PAYMENTS
DEEMED TO BE PRINCIPAL.  THE RIGHT TO DEMAND PAYMENT OF ANY AMOUNTS EVIDENCED
BY ANY OF THE LOAN DOCUMENTS DOES NOT INCLUDE THE RIGHT TO RECEIVE ANY
INTEREST WHICH HAS NOT OTHERWISE ACCRUED ON THE DATE OF SUCH DEMAND, AND
NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER INTENDS TO CHARGE OR RECEIVE ANY
UNEARNED INTEREST IN THE EVENT OF SUCH DEMAND.  ALL INTEREST PAID OR AGREED TO
BE PAID TO AMINISTRATIVE AGENT OR ANY LENDER SHALL, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BE AMORTIZED, PRORATED, ALLOCATED AND SPREAD THROUGHOUT THE
FULL STATED TERM (INCLUDING WITHOUT LIMITATION ANY RENEWAL OR EXTENSION) OF
THIS AGREEMENT SO THAT THE AMOUNT OF INTEREST ON ACCOUNT OF SUCH PAYMENT DOES
NOT EXCEED THE MAXIMUM NONUSURIOUS AMOUNT PERMITTED BY APPLICABLE LAW.

       10.09  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

       10.10  INTEGRATION. This Agreement, together with the other Loan
Documents and any letter agreements referred to herein, comprises the complete
and integrated agreement of the parties on the subject matter hereof and
supersedes all prior agreements, written or oral, on the subject matter
hereof. In the event of any conflict between the provisions of this Agreement
and those of any other Loan Document, the provisions of this Agreement shall
control and govern; PROVIDED that the inclusion of supplemental rights or
remedies in favor of Administrative Agent or Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement.  Each Loan
Document was drafted with the joint participation of the respective parties
thereto and shall be construed neither against nor in favor of any party, but
rather in accordance with the fair meaning thereof.

       10.11  NATURE OF LENDERS' OBLIGATIONS. Nothing contained in this
Agreement or any other Loan Document and no action taken by Administrative
Agent or Lenders or any of them pursuant hereto or thereto may, or may be
deemed to, make Lenders a partnership, an association, a joint venture or
other entity, either among themselves or with Borrower or any Affiliate of
Borrower.  Each Lender's obligation to make any Extension of Credit pursuant
hereto is several and not joint or joint and several.  A default by any Lender
will not increase the Pro Rata Share attributable to any other Lender.

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<PAGE>

       10.12  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document, certificate or
statement delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery thereof.  Such
representations and warranties have been or will be relied upon by
Administrative Agent and each Lender, notwithstanding any investigation made
by Administrative Agent or any Lender or on their behalf.

       10.13  INDEMNITY BY BORROWER. Borrower agrees to indemnify, save and
hold harmless each Administrative Agent-Related Person and each Lender and
their respective Affiliates, directors, officers, agents, attorneys and
employees (collectively the "INDEMNITEES") from and against:  (a) any and all
claims, demands, actions or causes of action that are asserted against any
Indemnitee by any Person (other than Administrative Agent or any Lender)
relating directly or indirectly to a claim, demand, action or cause of action
that such Person asserts or may assert against Borrower, any of their
Affiliates or any of their officers or directors; (b) any and all claims,
demands, actions or causes of action arising out of or relating to, the Loan
Documents, any predecessor loan documents, the Commitments, the use or
contemplated use of the proceeds of any Loan, or the relationship of Borrower,
Administrative Agent and Lenders under this Agreement; (c) any administrative
or investigative proceeding by any Governmental Authority arising out of or
related to a claim, demand, action or cause of action described in subsection
(a) or (b) above; and (d) any and all liabilities, losses, costs or expenses
(including Attorney Costs) that any Indemnitee suffers or incurs as a result
of the assertion of any foregoing claim, demand, action, cause of action or
proceeding, or as a result of the preparation of any defense in connection
with any foregoing claim, demand, action, cause of action or proceeding, in
all cases, whether or not arising out of the negligence of an Indemnitee,
whether or not an Indemnitee is a party to such claim, demand, action, cause
of action or proceeding (all the foregoing, collectively, the "INDEMNIFIED
LIABILITIES"); PROVIDED that no Indemnitee shall be entitled to
indemnification for any loss caused by its own gross negligence or willful
misconduct or for any loss asserted against it by another Indemnitee.

       10.14  NONLIABILITY OF LENDERS.  Borrower acknowledges and agrees that:

              (a)    Any inspections of any property of Borrower made by or
       through Administrative Agent or Lenders are for purposes of
       administration of the Loan Documents only, and Borrower is not entitled
       to rely upon the same (whether or not such inspections are at the expense
       of Borrower);

              (b)    By accepting or approving anything required to be observed,
       performed, fulfilled or given to Administrative Agent or Lenders pursuant
       to the Loan Documents, neither Administrative Agent nor Lenders shall be
       deemed to have warranted or represented the sufficiency, legality,
       effectiveness or legal effect of the same, or of any term, provision or
       condition thereof, and such acceptance or approval thereof shall not
       constitute a warranty or representation to anyone with respect thereto by
       Administrative Agent or Lenders;

              (c)    Neither the Administrative Agent nor any Lender has any
       fiduciary relationship with or duty to Borrower arising out of or in
       connection with this Agreement

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<PAGE>

       or any of the other Loan Documents, and the relationship between
       Administrative Agent (and Lenders) and Borrower, in connection herewith
       or therewith is solely that of debtor and creditor; and

              (d)    No joint venture is created hereby or by the other Loan
       Documents or otherwise exists by virtue of the transactions contemplated
       hereby among Lenders or among Borrower and Lenders.

       10.15  NO THIRD PARTIES BENEFITED. This Agreement is made for the
purpose of defining and setting forth certain obligations, rights and duties
of Borrower, Administrative Agent and Lenders in connection with the
Extensions of Credit, and is made for the sole benefit of Borrower,
Administrative Agent and Lenders, and Administrative Agent's and Lenders'
successors and assigns.  Except as provided in Sections 10.04 and 10.13, no
other Person shall have any rights of any nature hereunder or by reason hereof.

       10.16  SEVERABILITY. Any provision of this Agreement or the Loan
Documents that 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 or
thereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

       10.17  CONFIDENTIALITY. Administrative Agent and each Lender shall use
any confidential non-public information concerning Borrower and their
Subsidiaries that is furnished to Administrative Agent or such Lender by or on
behalf of Borrower and their Subsidiaries in connection with the Loan
Documents (collectively, "CONFIDENTIAL INFORMATION") solely for the purpose of
evaluating and providing products and services to them and administering and
enforcing the Loan Documents, and it will hold the Confidential Information in
confidence. Notwithstanding the foregoing, Administrative Agent and each
Lender may disclose Confidential Information (a) to their affiliates or any of
their or their affiliates' directors, officers, employees, auditors, counsel,
advisors, or representatives (collectively, the "REPRESENTATIVES") whom it
determines need to know such information for the purposes set forth in this
Section; (b) to any bank or financial institution or other entity to which
such Lender has assigned or desires to assign an interest or participation in
the Loan Documents or the Obligations, PROVIDED that any such foregoing
recipient of such Confidential Information agrees to keep such Confidential
Information confidential as specified herein; (c) to any governmental agency
or regulatory body having or claiming to have authority to regulate or oversee
any aspect of Administrative Agent's or such Lender's business or that of
their Representatives in connection with the exercise of such authority or
claimed authority; (d) to the extent necessary or appropriate to effect or
preserve Administrative Agent's or such Lender's or any of their Affiliates'
security (if any) for any Obligation or to enforce any right or remedy or in
connection with any claims asserted by or against Administrative Agent or such
Lender or any of their Representatives; and (e) pursuant to any subpoena or
any similar legal process.  For purposes hereof, the term "Confidential
Information" shall not include information that (x) is in Administrative
Agent's or a Lender's possession prior to its being provided by or on behalf
of Borrower, PROVIDED that such information is not known by Administrative
Agent or such Lender to be subject to another confidentiality agreement with,
or other legal or contractual obligation of confidentiality to,

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<PAGE>

Borrower, (y) is or becomes publicly available (other than through a breach
hereof by Administrative Agent or such Lender), or (z) becomes available to
Administrative Agent or such Lender on a nonconfidential basis, PROVIDED that
the source of such information was not known by Administrative Agent or such
Lender to be bound by a confidentiality agreement or other legal or
contractual obligation of confidentiality with respect to such information.

       10.18  FURTHER ASSURANCES. Borrower shall, and shall cause its
Subsidiaries to, at their expense and without expense to Lenders or
Administrative Agent, do, execute and deliver such further acts and documents
as any Lender or Administrative Agent from time to time reasonably requires
for the assuring and confirming unto Lenders or Administrative Agent of the
rights hereby created or intended now or hereafter so to be, or for carrying
out the intention or facilitating the performance of the terms of any Loan
Document.

       10.19  HEADINGS. Section headings in this Agreement and the other Loan
Documents are included for convenience of reference only and are not part of
this Agreement or the other Loan Documents for any other purpose.

       10.20  TIME OF THE ESSENCE. Time is of the essence of the Loan
Documents.

       10.21  REMOVAL AND/OR REPLACEMENT OF LENDERS.  (a)  Under any
circumstances set forth in this Agreement providing that Borrower shall have
the right to remove and/or replace a Lender as a party to this Agreement,
Borrower may, upon notice to such Lender and Administrative Agent, remove such
Lender by causing such Lender to assign its Commitment to one or more other
Lenders or Eligible Assignees pursuant to Section 10.04(b).  Any removed or
replaced Lender shall be entitled to (x) payment in full of all principal,
interest and fees owing to such Lender through the date of termination or
assignment (including any amounts payable pursuant to Section 3.05), (y)
appropriate assurances and indemnities (which may include letters of credit)
as such Lender may reasonably require with respect to its participation
interest in any Letters of Credit and (z) a release of such Lender from its
obligations under the Loan Documents.  Any Lender being replaced shall execute
and deliver an Assignment and Acceptance covering such Lender's Commitment.
Administrative Agent shall distribute an amended SCHEDULE 2.01, which shall
thereafter be incorporated into this Agreement, to reflect adjustments to
Lenders and their Commitments.

       (b)    In order to make all Lender's interests in any outstanding
Extensions of Credit ratable in accordance with any revised Pro Rata Shares
after giving effect to the removal or replacement of a Lender, Borrower shall
pay or prepay, if necessary, on the effective date thereof, all outstanding
Extensions of Credit of all Lenders, together with any amounts due under
Section 3.05.  Borrower may then request Extensions of Credit from Lenders in
accordance with their revised Pro Rata Shares.

       10.22  GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL;
VENUE. (a)  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  Any legal action or
proceeding with respect to this Agreement or any other

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<PAGE>

Loan Document may be brought in the courts of the City of New York, and, by
execution and delivery of this Agreement, each of the parties to this
Agreement hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the nonexclusive jurisdiction of such
courts.  Each of the parties to this Agreement further irrevocably consents to
the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to it at the address set out for notices
pursuant to Section 10.02, such service to become effective three (3) days
after such mailing.  Nothing herein shall affect the right of any party to
serve process in any other manner permitted by Law or to commence legal
proceedings or to otherwise proceed against any party in any other
jurisdiction.

       (b)    EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY, TO
THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.

       (c)    Each of the parties to this Agreement hereby irrevocably waives
any objection which it may now or hereafter have to the laying of venue of any
of the aforesaid actions or proceedings arising out of or in connection with
this Agreement or any other Loan Document brought in the courts referred to in
subsection (a) above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

       10.23  ENTIRE AGREEMENT.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE
OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
REGARDING THE SUBJECT MATTER HEREIN AND THEREIN AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                    [Remainder of Page Intentionally Left Blank]










                                      69

<PAGE>

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                          SABRE INC.,
                                          a Delaware corporation


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:



                                          BANK OF AMERICA, N.A.,
                                          as Administrative Agent, a Lender,
                                          and Issuing Lender


                                          By: /s/
                                              ---------------------------------
                                                 Name:  Kevin C. Leader
                                                 Title:  Managing Director


                                          BANK ONE, TEXAS, N.A.


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          STATE BANK OF INDIA


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:

<PAGE>

                                          SUNTRUST BANK, INC.


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          THE TOKAI BANK LTD.,
                                            NEW YORK BRANCH


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          CITIBANK, N.A.


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          FIRST UNION NATIONAL BANK


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          THE SANWA BANK, LIMITED


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:

<PAGE>

                                          THE NORINCHUKIN BANK,
                                          NEW YORK BRANCH


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          BANCA NAZIONALE DEL LAVORO SPA


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          THE SUMITOMO BANK, LIMITED


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title:


                                          WELLS FARGO BANK (Texas)
                                          National Association


                                          By: /s/
                                              ---------------------------------
                                                 Name:
                                                 Title: