EXHIBIT 4(5)

                        U.S. $35,000,000
                                
                                
            AMENDED AND RESTATED FINANCING AGREEMENT,
                                
                                
                 dated as of September 25, 1997,
                                
                                
                              among
                                
                                
     THE LENDERS FROM TIME TO TIME PARTIES TO THIS AGREEMENT
                                
                                
                           as Lenders
                                
                                
                               and
                                
                                
                 STAR BANK, NATIONAL ASSOCIATION
                                
                                
                            as Agent
                                
                                
                               and
                                
                                
                     SABRELINER CORPORATION
                                
                      and its subsidiaries:
                                
      MIDCOAST AVIATION, INC., MIDCOAST-LITTLE ROCK, INC.,
SABRETECH, INC., DIMENSION AVIATION, INC. and TURBOTECH REPAIRS,
                              INC.
                                
                                
                          as Borrowers

                        TABLE OF CONTENTS


1. DEFINITIONS                                                  2
    1.1 Defined Terms                                          2
    1.2 Environmental Definitions                             17
    1.3 Other Definitional Provisions; Construction           18

2. LOANS AND OTHER FINANCIAL ACCOMMODATIONS                    19
    2.1 Total Facility                                        19
    2.2 Revolving Loans                                       19
    2.3 Letters of Credit                                     20
    2.4 No Deficiency                                         22
    2.5 Procedures for Advancing and Funding Revolving Loans  22
    2.6 No Limitation on Liens                                24
    2.7 Discretionary Nature of Facility                      24
    2.8 General Conditions                                    25
    2.9 One General Obligation; Cross-Collateralized          25

3. INTEREST CHARGES; MINIMUM LOAN CHARGE; FEES                 26
    3.1 Interest on Loans                                     26
    3.2 Increased Costs                                       26
    3.3 Closing Fee                                           27
    3.4 Unused Commitment                                     27
    3.5 Letter of Credit Fees                                 27
    3.6 Interest Rate Protection                              28
    3.7 Calculation of Certain Charges                        28
    3.8 Payments; Charging Loan Account                       28
    3.9 Maximum Rate                                          28
    3.10 Monthly Loan Activity Accountings                    29

4. APPORTIONMENTS   OF  PAYMENTS;  SETTLEMENTS   AMONG   LENDERS;
   PARTICIPATIONS IN LETTERS OF CREDIT.                       29
    4.1 Apportionment of Payments; Pro Rata Treatment         29
    4.2 Settlements                                           30
    4.3 Letter of Credit Participations by Lenders            31
    4.4 Allocation of Payments Following Acceleration         32
    4.5 No Third Party Beneficiary                            33

5. NATURE OF BORROWERS' OBLIGATIONS; GUARANTY                  33
    5.1 Joint, Several and Primary Obligations                33
    5.2. Consolidated Borrowings                              33
    5.3. Guaranties                                           34

6. SECURITY                                                    34

7. RECEIVABLES;  INVENTORY; COLLECTION OF  RECEIVABLES;  DISPUTED
   RECEIVABLES; PROCEEDS OF INVENTORY                         34
    7.1 Agreements Regarding Receivables                      34
    7.2 Agreements Regarding Inventory                        34
    7.3 Locked Boxes                                          34
    7.4 Special Account and Blocked Account                   35
    7.5 Crediting of Remittances                              36
    7.6 Cost of Collection                                    36

8. EXAMINATION OF LOAN COLLATERAL; REPORTING                   37
    8.1 Maintenance of Books and Records                      37
    8.2 Access and Inspection                                 37
    8.3 Reporting Regarding Receivables                       37
    8.4 Reporting Regarding Inventory                         37
    8.5 Monthly Financial Statements; Payable Information     38
    8.6 Annual Projections                                    38
    8.7 Audited Annual Financial Statements                   38
    8.8 Management Reports                                    39
    8.9 Comparisons to Financials; Certificates               39
    8.10  Tax  Returns; Consolidated Information; Additional
    Information                                               39

9. WARRANTIES, REPRESENTATIONS AND COVENANTS                   39
    9.1 Corporate Status                                      39
    9.2 Due Authorization; Validity                           39
    9.3 No Violation                                          40
    9.4 Use of Loan Proceeds                                  40
    9.5 Management; Ownership of Assets; Licenses; Patents    40
    9.6 Indebtedness                                          40
    9.7 Title to Property; No Liens                           40
    9.8 Restrictions; Labor Disputes; Labor Contracts         41
    9.9 No Violation of Law                                   41
    9.10 Hazardous Substances                                 41
    9.11 Absence of Default                                   42
    9.12 Accuracy of Financials; No Material Changes          42
    9.13 Pension Plans                                        42
    9.14 Taxes and Other Charges                              42
    9.15 No Litigation                                        43
    9.16 No Brokerage Fee                                     43
    9.17 Affiliates                                           43
    9.18 Capitalization; Warrants                             43
    9.19 Noncompetition Agreements                            43
    9.20 Deposit and Other Accounts                           43
    9.21 Solvency                                             43
    9.22 Full Disclosure                                      43
    9.23 Casualties                                           44
    9.24 Leases                                               44
    9.25 Insurance Policies                                   44
    9.26 Consents                                             44
    9.27 Updating Representations and Warranties              44

10. COVENANTS                                                  45
    10.1 Payment of Certain Expenses                          45
    10.2 Notice of Litigation                                 45
    10.3 Notice of ERISA Events                               45
    10.4 Notice of Labor Disputes                             45
    10.5 Compliance with Laws                                 45
    10.6 Notice of Violations of Law, Tax Assessments         45
    10.7   Notice   of  Certain  Matters  Under   Applicable
    Agreements                                                46
    10.8 Notice of Customer Defaults                          46
    10.9 Taxes and Charges                                    46
    10.10 Indebtedness; Guaranties                            46
    10.11 Restrictions                                        49
    10.12 Pension Plans                                       49
    10.13 Solvency                                            49
    10.14 Property Insurance                                  49
    10.15 Liability Insurance                                 49
    10.16 Changes to Senior Notes Documents                   50
    10.17 Merger                                              50
    10.18 Investments                                         50
    10.19 Distributions; Loans; Fees                          51
    10.20 Stock Rights                                        51
    10.21 Capital Structure; Fiscal Year                      51
    10.22 Affiliate Transactions; Management Fees             51
    10.23 Operating Account                                   52
    10.24 Compensating Balance                                52
    10.25 Sale of Assets                                      52
    10.26 Intervention by Governmental Authority              52
    10.27 Levy Against Loan Collateral                        52
    10.28 Judgments                                           52
    10.29 Financial Covenants                                 53
    10.30 No Prepayment of Senior Notes                       53

11. TERMINATION                                                53
    11.1 Termination Date                                     53
    11.2 Renewal by Lenders                                   53
    11.3 Voluntary Termination by Borrowers                   53
    11.4 Acceleration upon Termination                        53
    11.5 Borrowers Remain Liable                              53

12. AGENT                                                      54
    12.1 Appointment                                          54
    12.2 Delegation of Duties                                 54
    12.3 Exculpatory Provisions                               54
    12.4 Reliance by Agent                                    55
    12.5 Notice of Default                                    55
    12.6 Non-Reliance on Agent and Other Lenders              55
    12.7 Indemnification                                      56
    12.8 Agent in Its Individual Capacity                     56
    12.9 Loan Collateral Matters                              57
    12.10 No Third Party Beneficiary                          58

13. EVENTS OF DEFAULT                                          58
    13.1 Events of Default                                    58
    13.2 Cure Periods                                         61

14. LENDERS' RIGHTS AND REMEDIES                               61
    14.1 Acceleration                                         61
    14.2 Fees and Expenses                                    62
    14.3 Actions in Respect of the Letters of Credit          62

15. AMENDMENTS; WAIVERS; ASSIGNMENTS; PARTICIPATIONS           63
    15.1 Amendments and Waivers                               63
    15.2 Assignment                                           65
    15.3 Participations                                       65
    15.4 Law Requirements                                     66

16. GENERAL                                                    66
    16.1 Severability                                         66
    16.2 Governing Law                                        66
    16.3 WAIVER OF JURISDICTION                               67
    16.4  Survival  and Continuation of Representations  and
    Warranties                                                67
    16.5 Additional Rights Regarding Loan Collateral          67
    16.6 Application of Payments; Revival of Obligations      67
    16.7 Fees and Expenses                                    68
    16.8 Notices                                              69
    16.9 Indemnification                                      69
    16.10 Additional Waivers by Borrowers                     70
    16.11 Equitable Relief                                    70
    16.12 Entire Agreement; Consents; Counterparts            70
    16.13 Headings                                            71
    16.14 Cumulative Remedies                                 71
    16.15 Further Assurances                                  71
    16.16 WAIVER OF JURY TRIAL                                71
    EXHIBITS


Exhibit 2.5         Form of Request for Advance of Revolving Loan

Exhibit 5.3         Form of Guaranty

Exhibit 7.3         Locked Boxes

Exhibit 7.4         Account Information

Exhibit 8.3         Borrowing Base Certificate

Exhibit 8.9         Officer's Certificate

Exhibit 9.1         Foreign Jurisdiction Qualifications

Exhibit 9.5         Licenses; Trademarks; Patents; Copyrights

Exhibit 9.8         Labor Matters

Exhibit 9.9         Compliance With Laws

Exhibit 9.10        Environmental Matters

Exhibit 9.11        Defaults under Applicable Agreements

Exhibit 9.13        Pension Matters

Exhibit 9.14        Tax Liens

Exhibit 9.15        Litigation

Exhibit 9.17        Affiliates

Exhibit 9.18        Capital Stock; Shareholders

Exhibit 9.20        Bank Accounts

Exhibit 9.23        Casualties

Exhibit 9.24        Leases

Exhibit 9.25        Insurance Policies

Exhibit 10.10       Permitted Indebtedness

Exhibit 10.18       Investments

Exhibit 10.29       Financial Covenants
                                
                                
                                
                            SCHEDULES


Schedule 1          Lenders' Commitments

Schedule 2          Financial Statements

Schedule 3          Permitted Liens

Schedule 4          Borrower's Facilities

            AMENDED AND RESTATED FINANCING AGREEMENT


           THIS  AMENDED  AND RESTATED FINANCING AGREEMENT  (this
"Agreement")  among  Lenders  (as  defined  below),  STAR   BANK,
NATIONAL  ASSOCIATION,  a  national  banking  association  ("Star
Bank"),  as  Agent for Lenders (in that capacity,  "Agent"),  the
Lenders from time to time party to this Agreement, and SABRELINER
CORPORATION,  a  Delaware  corporation  ("Sabreliner"),  MIDCOAST
AVIATION,  INC.,  a Missouri corporation ("Midcoast"),  MIDCOAST-
LITTLE  ROCK,  INC.,  a  Missouri  corporation  ("Little  Rock"),
SABRETECH, INC., a Delaware corporation ("SabreTech"),  DIMENSION
AVIATION,   INC.,  a  Delaware  corporation  ("Dimension"),   and
TURBOTECH  REPAIRS, INC., a California corporation ("Turbotech"),
is as follows:

                            Recitals
                                
       A.     Star  Bank,  Sabreliner,  Midcoast,  Little   Rock,
SabreTech,  Dimension and Turbotech are parties  to  a  Financing
Agreement  dated as of February 13, 1995, as amended by  a  First
Amendment to Financing Agreement dated as of November 10, 1995, a
Second  Amendment to Financing Agreement dated as of January  26,
1996,  a  letter agreement dated as of November 12, 1996,  and  a
Third  Amendment to Financing Agreement dated as of February  14,
1997 (as amended, the "Existing Financing Agreement").

       B.     Star  Bank,  Sabreliner,  Midcoast,  Little   Rock,
SabreTech,  Dimension and Turbotech desire to amend  and  restate
the  Existing Financing Agreement to make certain changes to  the
Existing   Financing   Agreement,  to  add   Congress   Financial
Corporation (Central), an Illinois corporation, as a  Lender  and
to  establish Star Bank as Agent for Lenders, on and  subject  to
the terms and conditions of this Agreement.

                    Amendment and Restatement
                                
      The  Existing  Financing Agreement is  hereby  amended  and
restated in its entirety by this Agreement.  This Agreement,  the
Exhibits  and  Schedules  attached hereto,  and  the  other  Loan
Documents  govern the present relationship among  Agent,  Lenders
and  Borrowers.  This Agreement, however, is in no way  intended,
nor  shall  it  be  construed,  to  affect,  replace,  impair  or
extinguish  the creation, attachment, perfection or  priority  of
the   security  interests  in,  and  other  Liens  on,  the  Loan
Collateral  granted  to, or held by, Star  Bank,  which  security
interests  and  other Liens Star Bank shall  hold  as  Agent  for
Lenders,  and which security interests and other Liens Borrowers,
by  this  Agreement, acknowledge, reaffirm and confirm to  Agent.
In   addition,  all  obligations,  liabilities  and  indebtedness
created  or existing under, pursuant to, or as a result  of,  the
Existing  Financing Agreement shall continue in existence  within
the  definition  of  "Obligations" under  this  Agreement,  which
obligations,  liabilities  and indebtedness  Borrowers,  by  this
Agreement, acknowledge, reaffirm and confirm.  The existing  Loan
Documents,  except as amended by this Agreement or by a  separate
agreement,  shall remain in full force and effect and are  hereby
ratified  and confirmed.  References in any of the Loan Documents
to  the  Existing  Financing Agreement  shall  be  deemed  to  be
references to this Agreement.

1.   DEFINITIONS.

      1.1   Defined Terms  In addition to the other terms defined
in  this  Agreement,  whenever  the following  capitalized  terms
(whether  or not underscored) are used, they shall be defined  as
follows:

       "Additional  Borrower"  means  a  Subsidiary,  other  than
Midcoast, Little Rock, SabreTech, Dimension and Turbotech,  which
becomes  an Additional Borrower hereunder on terms acceptable  to
Required Lenders.

      "Additional  Guarantor"  means  a  Subsidiary,  other  than
Midcoast, Little Rock, SabreTech, Dimension and Turbotech,  which
executes a Guaranty in the form of Exhibit 5.3.

      "Affiliate" means, as to any Person (the "Subject Person"),
any other Person which, directly or indirectly, is in control of,
is  controlled by, or is under common control with,  the  Subject
Person.   For purposes of this definition, "control" of a  Person
means  the power, direct or indirect, (i) to vote 10% or more  of
the  securities having voting power for the election of directors
of  the Person or (ii) otherwise to direct or cause the direction
of the management and policies of the Person, whether by contract
or  otherwise.   For  purposes of this definition,  all  of  each
Borrower's    officers,    shareholders,    directors,     parent
corporations,   subsidiary  corporations,  joint  venturers   and
partners shall be deemed to be Borrowers' Affiliates for purposes
of  this  Agreement; provided that the shareholders of Sabreliner
which  are not, directly or indirectly, in control of, controlled
by  or  under common control with Sabreliner will not, solely  by
reason  of  their  status  as  shareholders  of  Sabreliner,   be
considered  to  be Affiliates of Sabreliner from  and  after  the
date,  if  any,  that  the  shares  of  Sabreliner  are  publicly
registered.

      "Applicable  Agreement"  means any  agreement,  commitment,
arrangement or instrument to which, as of any date, any  Borrower
is  a  party  or by which a Borrower or any of its properties  is
bound  (including any note, indenture, loan agreement,  mortgage,
lease,  or  deed),  the performance or non-performance  of  which
could  have a Material Adverse Effect, including the Senior Notes
Indenture and the Senior Notes.

      "Attorneys' Fees" means the reasonable fees (determined  at
an  hourly  rate  without premium), costs  and  expenses  of  all
attorneys  (and all paralegals and other staff employed  by  such
attorneys)  retained  by  Agent or Star  Bank  (and  solely  with
respect  to  the negotiation and documentation of this  Agreement
(and  not any amendments thereto), the costs and expenses of  all
attorneys  (and all paralegals and other staff employed  by  such
attorneys)  retained by Congress Financial Corporation (Central),
up  to  the  amount  of $10,000 for the initial  review  of  this
Agreement   and  the  documents  to  be  executed  in  connection
therewith),  from  time  to time in connection  with  any  matter
whatsoever  related  to,  or arising  out  of,  the  transactions
contemplated hereunder or the other Loan Documents.

      "Availability Deficiency" means the occurrence, as  at  any
time,  of  a  condition in which (i) the  sum  of  (a)  the  then
aggregate  outstanding principal amount of  the  Revolving  Loans
plus  (b)  the  then aggregate Letter of Credit Exposure  exceeds
(ii) $35,000,000.

      "Borrower" means each of Sabreliner, Midcoast, Little Rock,
SabreTech, Dimension, Turbotech and each Additional Borrower, and
"Borrowers"  means,  collectively, Sabreliner,  Midcoast,  Little
Rock,   SabreTech,  Dimension,  Turbotech  and  each   Additional
Borrower.  To the extent a term or provision of this Agreement or
the  other  Loan Documents is applicable to a "Borrower",  it  is
applicable  to  each  and  every  Borrower  unless  the   context
expressly indicates otherwise.

     "Borrower's Facility" means each facility listed in Schedule
4.

      "Borrowing Base" means, as of any date of determination, an
amount equal to:

           (i)  an amount up to 85% of the amount of net Eligible
Receivables (i.e., less maximum discounts, credits and allowances
which may be taken by or granted to account debtors in connection
therewith) then outstanding;

           plus  (ii)  the lesser of (a) $20,000,000  or  (b)  an
amount  equal to the sum of (1) an amount up to 55% of  the  then
Eligible  Inventory  (determined exclusive of Pre-Owned  Aircraft
and  Work  in  Process), (2) an amount up  to  30%  of  the  then
Eligible  Inventory  of  Sabreliner  which  is  Work  in  Process
consisting of work on aircraft engines, (3) an amount up  to  20%
of  the  then Eligible Inventory of Sabreliner which is  Work  in
Process other than work on aircraft engines, and (4) an amount up
to  80%  of those items of the then Eligible Inventory which  are
Pre-Owned Aircraft; and

          less (iii) the then Reserve Amount.

      "Borrowing  Base  Deficiency"  means  any  failure  of  the
Revolving Loan Availability to be greater than or equal  to  zero
Dollars.

      "Borrowing Date" means any Business Day (i) specified in  a
notice  pursuant to Sections 2.5.1 or 2.5.2 as a  date  on  which
Borrowers request Lenders to make Loans under this Agreement  and
(ii)  on  which  Agent  makes  advances  of  Revolving  Loans  to
Borrowers.

     "Business Day" means any day which is not a Saturday, Sunday
or a legal holiday on which a Lender is authorized or required to
be closed.  Periods of days referred to in this Agreement will be
counted  in  calendar  days unless Business  Days  are  expressly
prescribed.

      "Closing Date" means September 25, 1997, or such later date
as is mutually agreeable to Borrowers, Lenders and Agent.

      "Code" means the Uniform Commercial Code, as enacted in the
State  of Ohio, Section 1301.01 et seq. of the Ohio Revised Code,
as amended from time to time.

       "Collateral",  "General  Intangibles",  "Inventory",   and
"Receivables" have the meanings ascribed thereto in the  Security
Agreement (as defined in this Section 1.1).

     "Commitment" means, when used with reference to a particular
Lender,  its obligation to make Revolving Loans to Borrowers  and
to  participate in Letters of Credit, all in the aggregate amount
set   forth   opposite  that  Lender's  name   on   Schedule   1.
"Commitments"  means, collectively, the aggregate amount  of  all
Commitments of Lenders.

      "Controlled  Disbursement  Accounts"  means  the  operating
accounts  of Borrowers at Agent identified in Exhibit 2.6,  which
will  be  structured  and  utilized  as  controlled  disbursement
accounts  in  accordance  with  Agent's  controlled  disbursement
account policies and procedures.

      "Controlled Group" means all members of a controlled  group
of  corporations  and all trades or businesses  (whether  or  not
incorporated)  under  common  control  which,  together  with   a
Borrower,  are treated as a single employer under Section  414(b)
or  414(c) of the Internal Revenue Code or Section 4001(a)(14) of
ERISA (as defined in Section 9.13).

       "Deficiency"  means  (collectively  and  individually)  an
Availability  Deficiency,  a Borrowing  Base  Deficiency,  and  a
Letter of Credit Deficiency.

      "Dollars" and "$" means dollars in lawful currency  of  the
United States of America unless otherwise indicated.

      "Eligible Inventory" means each Borrower's Inventory  which
meets the criteria in clause (i) below of this definition and  is
not ineligible pursuant to clause (ii) below.  Eligible Inventory
will  be valued, for purposes of determining the Borrowing  Base,
at  the lower of cost or market value, determined on the basis of
average cost.

          (i)  Except as otherwise provided in clause (ii) below,
Inventory  is eligible if it is (a) (1) finished goods owned  and
held  by  a  Borrower at a Borrower's Facility for  sale  in  the
ordinary  course of a Borrower's business as presently  conducted
by  it  ("Finished  Goods"), (2) used aircraft (comprised  of  an
airframe,   applicable   configured   engines,   and   associated
equipment) owned and held by a Borrower for sale in the  ordinary
course  of  a  Borrower's business as presently conducted  by  it
("Pre-Owned Aircraft"), (3) work in process owned and held  by  a
Borrower  at  a  Borrower's Facility that is being  converted  or
fabricated   into  Finished  Goods  or  whereby  a  Borrower   is
performing  services  to  complete purchase  orders  or  where  a
Borrower  has received signed work authorizations,  both  in  the
ordinary  course of a Borrower's business as presently  conducted
by it ("Work in Process"), or (4) raw materials owned and held by
a  Borrower  at a Borrower's Facility that will be  converted  or
fabricated into, or are components of, Finished Goods or are held
separately  for  sale  in  the ordinary course  of  a  Borrower's
business   as   presently  conducted  by  each  of   them   ("Raw
Materials");  and  (b)  subject  to  a  valid  and  prior,  fully
perfected security interest of Agent, for the benefit of Lenders,
free of all Liens of any Person (except to the extent, if any, of
the Permitted Liens).

           (ii)  Without limiting Agent's discretion as to  other
Inventory,  the  following Inventory  will  not,  in  any  event,
constitute Eligible Inventory:

                (a)   Finished Goods which are (1)  not  in  good
condition,  (2)  not  of merchantable quality,  (3)  not  readily
saleable  in  the ordinary course of a Borrower's  business,  (4)
considered  slow-moving by Agent, in its discretion exercised  in
good  faith,  or (5) subject to defects which would affect  their
market value (including all Finished Goods for which reserves for
obsolescence  have  been provided for in a  Borrower's  financial
statements or for which obsolescence reserves are anticipated);

                (b)   Pre-Owned  Aircraft which are  (1)  not  in
airworthy  condition  in accordance with  all  applicable  rules,
regulations,  orders  and  laws of each  applicable  Governmental
Authority,  unless such Pre-Owned Aircraft are not  in  airworthy
condition  in  accordance with all applicable rules, regulations,
orders  and laws of each applicable Governmental Authority solely
because   of  short-term  modifications  or  repairs,   including
painting,  interior  work, avionics or engine  work,  then  being
performed  by a Borrower, (2) not of United States registry,  (3)
not  of  merchantable quality, (4) not readily  saleable  in  the
ordinary  course  of a Borrower's business, (5) considered  slow-
moving  by  Agent, in its discretion exercised in good faith,  or
(6)  subject  to  defects which would affect their  market  value
(including   all  Pre-Owned  Aircraft  for  which  reserves   for
obsolescence  have  been provided for in a  Borrower's  financial
statements or for which obsolescence reserves are anticipated);

                (c)   Work  in Process which is (1) not  in  good
condition  or  not  usable in a Borrower's business  or,  to  the
extent that the Work in Process consists of services performed by
a  Borrower,  such  services are not  performed  in  a  good  and
workmanlike manner, (2) considered slow-moving by Agent,  in  its
discretion  exercised in good faith, or (3)  subject  to  defects
which   would   affect  its  market  value  (including,   without
limitation,   such  Work  in  Process  for  which  reserves   for
obsolescence  have  been provided for in a  Borrower's  financial
statements or for which obsolescence reserves are anticipated);

                (d)   Raw  Materials which are (1)  not  in  good
condition  or not usable in a Borrower's business, (2) considered
slow-moving by Agent, in its discretion exercised in good  faith,
or  (3) subject to defects which would affect their market  value
(including,  without  limitation, such Raw  Materials  for  which
reserves  for obsolescence have been provided for in a Borrower's
financial  statements  or  for which  obsolescence  reserves  are
anticipated);

               (e)  supplies and packaging materials;

                (f)   Inventory  which Agent, in  its  discretion
exercised  in good faith, determines to be ineligible because  of
type, category or quantity;

                (g)   Inventory  that is located outside  of  the
United States;

                (h)   Inventory  which has been  consigned  to  a
Borrower  or has been sold to a Borrower in any sale on  approval
or sale and return transaction;

               (i)  Inventory that is located on any premises not
owned  by a Borrower or is in the possession of any Person  other
than  a  Borrower except (subject to any additional  requirements
imposed  by Agent, in its discretion exercised in good faith,  to
protect a Borrower's title thereto or Agent's Lien thereon):  (1)
Eligible  Inventory in the possession of a warehouseman or  other
bailee (including an inventory processor) if Agent has received a
bailee  waiver letter acceptable to Agent from such  warehouseman
or  bailee  and  such warehousemen or bailee  has  not  issued  a
negotiable document of title as to any of the Eligible  Inventory
and  (2)  Eligible  Inventory located on  premises  leased  by  a
Borrower if Agent has received a landlord's waiver acceptable  to
Agent with respect to such premises;

                (j)   Inventory that is subject to any trademark,
trade  name,  patent  or licensing arrangement,  any  contractual
arrangement,  or any law, rule or regulation that could,  in  any
instance  in  Agent's judgment, limit or impair  the  ability  of
Agent  to  promptly  exercise  any of  its  rights  with  respect
thereto;

                (k)   Inventory  with respect to which  insurance
proceeds, if any, are not payable to Agent as mortgagee  or  loss
payee in accordance with the Loan Documents;

                (l)  Inventory that is in transit to or from  any
Borrower's Facility; or

                 (m)   Inventory  as  to  which  Agent,  in   its
discretion exercised in good faith, deems to be ineligible  based
on  any other credit or collateral considerations as Agent  deems
appropriate from time to time.

     "Eligible Progress Bill Receivables" means, up to $4,000,000
of  otherwise  Eligible Receivables: (A) which  arise  out  of  a
progress billing pursuant to the MD-10/11 Contracts and (B) which
are  to  be  paid  within 30 days from the date  of  the  invoice
applicable thereto.

      "Eligible Receivables" means such of the Receivables  owing
to  each  Borrower that meet the criteria in clause (i) below  of
this  definition and are not ineligible pursuant to  clause  (ii)
below.

            (i)    Except  as  provided  in  clause  (ii)  below,
Receivables  meeting all of the following criteria  are  Eligible
Receivables:

                (a)   Receivables which consist of ordinary trade
accounts receivable owned solely by a Borrower, payable  in  cash
in  Dollars and which arise out of an outright, bona fide, lawful
and  final  sale of Finished Goods or Pre-Owned Aircraft  or  the
provision  of  services in the ordinary course  of  a  Borrower's
business as presently conducted by it to a Person who is  not  an
Affiliate  of any Borrower (or who otherwise is controlled  by  a
Borrower or by an Affiliate of any Borrower);

                 (b)   Receivables  which  are  due  and  payable
absolutely  and unconditionally within (1) a Borrower's  standard
terms  which, in any event, are not longer than 30 days from  the
date  of  the  invoice applicable thereto, or (2)  such  extended
terms  that  Agent, in its discretion exercised  in  good  faith,
approves after prior notice from a Borrower;

                (c)   Receivables with respect to which  (1)  the
services  covered thereby have been rendered or (2) the  Finished
Goods  or  Pre-Owned Aircraft covered thereby have been delivered
to the account debtor or its designee; and

                (d)   Receivables with respect to which not  more
than  90 days have elapsed since the date of the original invoice
applicable thereto.

           (ii)  Without limiting Agent's discretion as to  other
Receivables,  the following Receivables will not, in  any  event,
constitute Eligible Receivables:

               (a)  Receivables with respect to which the account
debtor  or any Affiliate of the account debtor has filed  or  had
filed  against it a petition in bankruptcy or for reorganization,
made  an  assignment  for the benefit of  creditors,  or  failed,
suspended business operations, become insolvent or in respect  of
which  a  receiver, custodian, or a trustee was appointed  for  a
significant portion of its assets or affairs;

               (b)  Receivables with respect to which the account
debtor  is also a supplier to, or creditor of, a Borrower, unless
the  aggregate  amount owed to a Borrower by such account  debtor
exceeds  the  aggregate amount owed to such account debtor  by  a
Borrower, in which case a Receivable, if otherwise eligible, will
be an Eligible Receivable only to the extent of such excess;

               (c)  Receivables with respect to which the account
debtor  (1) is a Person not domiciled in or organized  under  the
laws  of  the  United States of America or Canada or a  political
subdivision of either of them, is not qualified to do business in
one or more States of the United States of America or Canada, and
the  Finished  Goods  or Pre-Owned Aircraft  in  respect  of  the
Receivable  are delivered by a Borrower to a location outside  of
the  United States of America or Canada or (2) has its  principal
place of business or chief executive office outside of the United
States  of  America  or  Canada  unless,  in  either  case,   the
Receivable is supported by an irrevocable, clean letter of credit
or  acceptance issued (A) by a financial institution satisfactory
to  Agent  and  (B)  on terms acceptable to  Agent,  and,  if  so
requested  by Agent, delivered to Agent in pledge for negotiation
and presentment;

               (d)  Receivables with respect to which 25% or more
of  the Receivables from the same account debtor either alone  or
together with its Affiliates are ineligible for any reason;

                (e)   Except  Receivables owing from  the  United
States  of  America,  Receivables owing from any  single  account
debtor  to  the extent, as of any date, that the total amount  of
such  account  debtor's  indebtedness to  any  Borrower  (whether
evidenced  by  such Receivables or otherwise) exceeds  an  amount
which  is  greater  than  15% of the face  amount  (less  maximum
discounts,  credits  and allowances which may  be  taken  by,  or
granted  to, a Borrower's account debtor in connection therewith)
of  the  then outstanding Eligible Receivables of the  applicable
Borrower;

               (f)  Receivables with respect to which the account
debtor  is a Governmental Authority, unless with respect to  such
Receivables the Assignment of Claims Act of 1940, as amended  (31
U.S.C.  3727  and 41 U.S.C.  15) or comparable state  statute  or
regulation ("Assignment of Claims Law") has been complied with to
Agent's reasonable satisfaction;

                (g)   Receivables which (1) consist  (or  to  the
extent  consisting) of deposits, (2) consist of  vendor  warranty
claims,  (3)  consist  (or to the extent consisting)  of  finance
charges, service charges, or interest on delinquent accounts, (4)
are proceeds of consigned Inventory, (5) are employee, officer or
director Receivables, or (6) are debit memoranda;

                (h)   Receivables with respect to which the terms
or  conditions  prohibit  or restrict  assignment  or  collection
rights;

               (i)  Receivables (1) which are subject to set-off,
credit,  allowance  or adjustment by the account  debtor  (except
discounts  allowed for prompt payment), or (2)  with  respect  to
which  the account debtor has returned any of the Inventory  from
the  sale  from  which the Receivables arose,  provided  that  in
either or both of such events (1) or (2), the net amount owed  by
such  account debtor to a Borrower in respect of such Receivable,
as determined by Agent in its discretion exercised in good faith,
may be an Eligible Receivable;

                 (j)   Receivables  which  are  evidenced  by   a
promissory note, chattel paper or other instrument;

                (k)  Receivables which are generated by a sale on
approval, a bill and hold sale, a sale on consignment,  or  other
type of conditional sale;

                (l)   Receivables which are not  subject  to  the
first  priority  security interest of Agent and  Lenders  or  are
subject to any Lien of any Person (except to the extent, if  any,
of the Permitted Liens);

               (m)  Receivables with respect to which the account
debtor  is  located  in New Jersey (1) to  the  extent  that  the
Receivables owing from such account debtor exceed 5% of the  face
amount  of the then outstanding Eligible Receivables and  (2)  if
all  Receivables owing from all account debtors  located  in  New
Jersey  exceed  25%  of the face amount of the  then  outstanding
Eligible Receivables, unless the applicable Borrower has properly
qualified  to do business in New Jersey or has filed a Notice  of
Business  Activities  Report  with the  New  Jersey  Division  of
Taxation for the then current year;

               (n)  Receivables with respect to which the account
debtor  is  located  in  Minnesota (1) to  the  extent  that  the
Receivables owing from such account debtor exceed 5% of the  face
amount  of the then outstanding Eligible Receivables and  (2)  if
all  Receivables  owing  from  all  account  debtors  located  in
Minnesota  exceed 25% of the face amount of the then  outstanding
Eligible Receivables, unless the applicable Borrower has properly
qualified  to do business in Minnesota or has filed a  Notice  of
Business  Activities  Report  with  the  Minnesota  Division   of
Taxation for the then current year;

               (o)  Receivables with respect to which the account
debtor  is  located in West Virginia (1) to the extent  that  the
Receivables owing from such account debtor exceed 5% of the  face
amount  of the then outstanding Eligible Receivables and  (2)  if
all  Receivables owing from all account debtors located  in  West
Virginia  exceed  25% of the face amount of the then  outstanding
Eligible  Receivables, unless the applicable Borrower has  filed,
or is exempt from filing, a Business Activity Report with the Tax
Commissioner  of the State of West Virginia for the then  current
year;

                (p)   Receivables which are subject  to  progress
billing,  to the extent of any excess over the progress  payments
then  due  and  payable,  (1) except for Eligible  Progress  Bill
Receivables  or (2) unless a Borrower has obtained Agent's  prior
consent with respect to the particular Receivable or Receivables;

               (q)  Receivables with respect to which the account
debtor has sold or is selling substantially all of its assets and
has  not established adequate reserves or made provisions for the
payment  of  all  amounts  owed to such  account  debtor's  trade
creditors, as determined by Agent in its discretion exercised  in
good faith;

                (r)  Receivables with respect to which Agent  has
received  a check for payment of such Receivable which  has  been
returned uncollected;

                (s)  Receivables with respect to which Agent,  in
its  discretion  exercised  in  good  faith,  believes  that  the
collection  of  such Receivable is in doubt or impaired  or  that
such Receivable may not be paid by reason of the account debtor's
financial inability to pay; or

                (t)  Receivables with respect to which Agent,  in
its  discretion exercised in good faith, has notified a  Borrower
that  such Receivables are or Receivable is ineligible  based  on
such  other  credit and collateral considerations as Agent  deems
appropriate from time to time.

      "Event  of Default" shall have the meaning ascribed thereto
in  Section  13.1,  whether any requirement  for  the  giving  of
notice,  the  lapse  of  time,  the  satisfaction  of  any  other
condition, or all of them, have been satisfied.

      "Federal Funds Rate" means, for any day, the rate per annum
(rounded  upward,  if necessary, to the nearest  1/100th  of  1%)
equal  to the weighted average of the rates on overnight  Federal
funds  transactions  with members of the Federal  Reserve  System
arranged  by  Federal funds brokers on such day, as published  by
the  Federal  Reserve Bank of New York on the Business  Day  next
succeeding  such  day, provided that (i) if such  day  is  not  a
Business  Day, the Federal Funds Rate for such day will  be  such
rate  on  such transactions on the immediately preceding Business
Day as so published on the next succeeding Business Day, and (ii)
if  no such rate is so published on such next succeeding Business
Day,  the  Federal Funds Rate for such day shall be  the  average
rate  quoted  to  Agent on such day on such  transactions  as  is
determined by Agent.

      "Financials" means those financial statements of  Borrowers
attached as Schedule 2.

     "Governmental Authority" means 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 or  any
agency or instrumentality thereof.

      "Guaranty"  means a guaranty in the form  of  Exhibit  5.3,
executed and delivered to Agent, for the benefit of Lenders, by a
Borrower  or  an  Additional Guarantor, and  "Guaranties"  means,
collectively, every Guaranty.

      "Indebtedness"  means  all of each Borrower's  obligations,
indebtedness and liabilities to any Person, including all  debts,
claims   and   indebtedness,  contingent,  fixed  or   otherwise,
heretofore,  now and from time to time hereafter  owing,  due  or
payable, however evidenced, created, incurred, acquired or  owing
and  however  arising, whether under written or  oral  agreement,
operation  of  law or otherwise.  Indebtedness includes,  without
limiting the foregoing, (i) the Obligations, (ii) obligations  or
liabilities of any Person secured by a Lien on property owned  by
Borrower, even though a Borrower has not assumed or become liable
for  the  payment therefor, and (iii) obligations or  liabilities
created  or arising under any lease of real or personal property,
any conditional sales contract or other title retention agreement
with  respect  to property used or acquired by a  Borrower,  even
though  the rights and remedies of the lessor, seller, or  lender
thereunder are limited to repossession of such property.

      "Internal Revenue Code" means the Internal Revenue Code  of
1986,  as amended or superseded from time to time.  Any reference
to  a  specific provision of the Internal Revenue  Code  will  be
construed  to  include any comparable provision of  the  Internal
Revenue  Code  as amended or superseded after the  date  of  this
Agreement.

      "Issuing Lender" means Star Bank, in its capacity as Lender
which is the issuer of a Letter of Credit.

      "Lenders"  means, collectively, the financial  institutions
indicated  as  such on the signature pages of this Agreement  and
any  financial institutions which, pursuant to the terms of  this
Agreement,  become a party to this Agreement from  time  to  time
after  the  date of this Agreement. "Lender" means, individually,
any of Lenders.

      "Letter of Credit" means a standby letter of credit  issued
by Issuing Lender pursuant to Section 2.3.

      "Letter  of  Credit Availability"  means, at any  time,  an
amount  equal  to  the  lesser of (i)  an  amount  equal  to  (a)
$10,000,000 less (b) the then Letter of Credit Exposure  or  (ii)
the then Revolving Loan Availability.

      "Letter  of  Credit  Collateral Account"  has  the  meaning
specified in Section 14.3.

      "Letter  of  Credit Deficiency" means any  failure  of  the
Letter of Credit Availability to be greater than or equal to zero
Dollars.

     "Letter of Credit Documents" means, with respect to each and
every   Letter  of  Credit,  (i)  a  standby  letter  of   credit
application and reimbursement agreement on Issuing Lender's  then
customary form (the "Letter of Credit Application") and (ii)  any
other  agreements,  certificates, documents  and  information  as
Issuing Lender may request relating to a Letter of Credit.

      "Letter of Credit Exposure" means, as of any date, the  sum
of  (i)  the  Letter  of Credit Face Amount  of  all  outstanding
Letters  of Credit and (ii) all unreimbursed drawings  under  any
Letters of Credit (whether or not outstanding).

      "Letter  of  Credit Face Amount" of any  Letter  of  Credit
means,  at  any  time, the face amount of the Letter  of  Credit,
after  giving  effect to all drawings paid thereunder  and  other
reductions  of the face amount and to all reinstatements  of  the
face  amount  effected, pursuant to the terms of  the  Letter  of
Credit, prior to such time.

      "Letter of Credit Obligations" shall mean, at any time, the
sum  of  (i) the aggregate Letter of Credit Face Amount  for  all
Letters  of  Credit,  plus  (ii) the  aggregate  amount  of  each
Borrower's unpaid obligations in respect of all Letters of Credit
(whether or not outstanding) under this Agreement and the  Letter
of  Credit  Documents, including any indebtedness,  liability  or
obligation  of  any  sort  whatsoever, however  arising,  whether
present or future, related or unrelated, fixed or contingent,  or
paid,  incurred,  or arising in connection with  any  Letters  of
Credit  (including  any  drafts or  acceptances  thereunder,  all
amounts charged or chargeable to a Borrower or by Issuing  Lender
(or  by any correspondent bank which opens, issues or is involved
with  such  Letter of Credit), including any and all  of  Issuing
Lender's charges, expenses, fees and commissions, and all  duties
and  taxes  and  costs  of  insurance which  may  pertain  either
directly or indirectly to such Letters of Credit).

       "Lien"   means  any  mortgage,  deed  of  trust,   pledge,
hypothecation, assignment, deposit arrangement, charge,  security
interest,  encumbrance,  lien  (statutory  or  other),   or   any
preference, priority or other security agreement of any  kind  or
nature whatsoever (including any conditional sale or other  title
retention  agreement,  any  lease deemed  under  the  UCC  to  be
intended for security, and the authorized filing by or against  a
Person  of  any financing statement as debtor under  the  UCC  or
comparable law of any jurisdiction).

      "Loan"  means  any advance or extension of credit  made  by
Lenders to, or for the benefit of, a Borrower pursuant to Section
2  (exclusive of the Letter of Credit Exposure), and the total of
all  such  advances  and extensions of credit (exclusive  of  the
Letter  of  Credit  Exposure) outstanding  at  any  time  may  be
referred to as "Loans".

      "Loan  Collateral" means (i) the Collateral (as defined  in
the Security Agreement) and (ii) any other security or collateral
provided  from time to time by, or on behalf of, a  Borrower  for
the Obligations.

       "Loan   Documents"  means  this  Agreement,  the  Security
Agreement,  the Letter of Credit Documents, each Blocked  Account
Agreement  (as defined in Section 7.4) and all other  agreements,
instruments and documents, including mortgages, deeds  of  trust,
subordination  agreements,  intercreditor  agreements,   pledges,
powers of attorney, consents, collateral assignments, locked  box
agreements,   letter  agreements,  contracts,  notices,   leases,
financing  statements  and  letters of  credit  and  applications
therefor and all other writings, all of which must be in form and
substance reasonably satisfactory to Agent, which have been,  are
as of the date of this Agreement, or will in the future be signed
by, or on behalf of, a Borrower and delivered to Agent.

      "Material Adverse Effect" means a material adverse  effect,
as  determined  by  Agent in good faith, on  (i)  Borrowers'  (a)
business, property, assets, operations or condition, financial or
otherwise or (b) ability to perform any of their payment or other
Obligations  under  this  Agreement or  any  of  the  other  Loan
Documents, in each case considered as a whole, or (ii) the  value
of  the Loan Collateral or the rights or interests of Agent or  a
Lender therein.

     "McDonnell Douglas LOC" means the Irrevocable Standby Letter
of  Credit  issued by Star Bank, No. S49567, for the  benefit  of
McDonnell Douglas Corporation, with an expiration date  of  March
9, 2000.

      "MD-10/11  Contracts"  means (i) the Modification  Services
Agreement  between McDonnell Douglas Corporation  and  Dimension,
No.   MSA-FRI-SF-97-001   and  (ii)  the  Modification   Services
Agreement  between McDonnell Douglas Corporation  and  Dimension,
No. MSA-FRI-SF-97-003.

       "Obligations"  means  the  Loans,  the  Letter  of  Credit
Obligations,  and all other loans, advances, debts,  liabilities,
obligations, covenants and duties owing by a Borrower to  any  of
Agent  or Lenders under or in connection with this Agreement  and
the  other  Loan  Documents  of  any  kind,  present  or  future,
howsoever  created,  arising,  acquired,  or  evidenced,  whether
direct or indirect (including acquired by assignment), related or
unrelated,  absolute or contingent, due or  to  become  due,  now
existing  or  hereafter  arising,  and  including  all  interest,
charges,  expenses,  fees  and  any  other  sums  chargeable   to
Borrowers  in  connection  with any of  the  foregoing,  and  all
Attorneys' Fees.

     "Original Closing Date" means February 13, 1995.

      "Pension  Plan"  means a "pension plan", as  such  term  is
defined in section 3(2) of ERISA, as to which a Borrower  or  any
corporation, trade or business that is, along with the  Borrower,
a  member of a Controlled Group may have any liability, including
any  liability  by  reason of having been a substantial  employer
within  the  meaning of section 4063 of ERISA at any time  during
any preceding six year period, or by reason of being deemed to be
a contributing sponsor under section 4069 of ERISA.

      "Percentage  Share" means, when used with  reference  to  a
particular  Lender, a fraction (expressed as a  percentage),  the
numerator  of  which  is  the amount of the  applicable  Lender's
Commitment  and the denominator of which is the  sum  of  all  of
Lenders'  Commitments.   On and after  the  termination  of  this
Agreement pursuant to Section 11, "Percentage Share" means,  when
used with reference to a particular Lender, a fraction (expressed
as  a  percentage), the numerator of which is (i) the sum of  (a)
the  aggregate principal amount of each Lender's then outstanding
Revolving Loans plus (b) that Lender's participation in the  then
aggregate Letter of Credit Exposure, and the denominator of which
is  (ii)  the  sum  of  (a)  the aggregate  principal  amount  of
Revolving  Loans  of all Lenders then outstanding  plus  (b)  the
aggregate Letter of Credit Exposure then outstanding.

      "Permitted  Acquisition" means and refers to  a  negotiated
transaction to acquire (by purchase or other acquisition  of  all
of  the capital stock, securities of or all or substantially  all
of  the assets of) a Person ("Target Company") (i) engaged  in  a
line or lines of business which are complementary to the lines of
business  of  Borrowers and (ii) for which the acquisition  price
(including  assumed  debt and debt of the  Target  Company  which
remains  in place) does not exceed five and one-half (5.5)  times
the pro forma trailing twelve month EBITDA (as defined in Exhibit
10.29) of the Target Company, provided that, simultaneously  with
the   acquisition,  the  Target  Company  becomes  an  Additional
Guarantor and offers to Lenders to become an Additional  Borrower
on  terms not less favorable to Lenders than the terms set  forth
in  this Agreement (it being understood that Lenders shall not be
obligated   to  accept  the  Target  Company  as  an   Additional
Borrower).   However,  notwithstanding the immediately  preceding
sentence  to  the  contrary, none of  the  following  will  be  a
Permitted  Acquisition:  (a)  a  hostile  acquisition;   (b)   an
acquisition  as a result of which any Borrower, without  Required
Lenders' prior consent, will be directly or indirectly incurring,
assuming  or  becoming otherwise obligated for  any  Indebtedness
which  is  secured  by the Target Company's accounts,  inventory,
general   intangibles,   chattel  paper,   instruments,   leases,
securities,  real  property, or any material  item  or  items  of
equipment;  (c)  an  acquisition of a Target  Company  which  has
indebtedness  secured  by a Lien on any of the  Target  Company's
working  capital assets unless, within 180 days after the closing
of  the  acquisition, the Target Company's working capital assets
become and thereafter remain unencumbered other than by a Lien in
favor  of  Agent; or (d) an acquisition which is not a  Permitted
Investment (as defined in the Senior Notes Indenture).

      "Permitted Liens" means the liens and interests in favor of
Agent, for the benefit of Lenders, granted or provided under  the
Loan Documents and, to the extent reflected on a Borrower's books
and records and not impairing the operations of a Borrower or any
performance  under, or contemplated by, the Loan Documents:   (i)
Liens  arising  by operation of law for taxes  not  yet  due  and
payable;  (ii)  Liens  of  mechanics, materialmen,  shippers  and
warehousemen for services or materials for which payment  is  not
yet  due;  (iii) Liens incurred or deposits made in the  ordinary
course  of  business  in  connection with workers'  compensation,
unemployment  insurance and other types of social security;  (iv)
Liens,  if  any, specifically permitted by Required Lenders  from
time  to  time in writing, including Liens on Borrowers' cash  to
secure the Indebtedness described in Exhibit 10.10, to the extent
that  such  Indebtedness is permitted hereunder, which Liens  are
hereby  permitted;  (v) Liens on equipment securing  Indebtedness
under  capitalized leases or purchase money Indebtedness  if  the
total  amount  of  obligations  secured  by  the  purchase  money
security  interests or the subject of capitalized  leases  during
any period does not, together with any other capital expenditures
made  by  Borrowers for the applicable period, exceed the maximum
amount  permitted  during  such period for  capital  expenditures
pursuant  to  Section 5 of Exhibit 10.29, provided that  (a)  any
Liens relating to such purchase money Indebtedness or capitalized
lease  Indebtedness shall not extend to or cover any property  of
any  Borrower other than the property so acquired,  and  (b)  the
principal  amount  of such capitalized lease  or  purchase  money
Indebtedness  shall  not, at the time of the incurrence  thereof,
exceed  the  value of the property so acquired;  (vi)  Liens  for
taxes,  assessments  and  other similar  charges  to  the  extent
payment  thereof shall not at the time be required to be made  in
accordance with the provisions of Section 10.9; (vii) those Liens
described on Schedule 3; and (viii) Liens arising from the claims
or  demands  of  materialmen, mechanics, carriers,  warehousemen,
landlords, bailees and other like Persons ("Third Party  Claims")
if  each of the following conditions is met: (a) the validity  or
amount of the Third Party Claim is being contested in good  faith
and  by appropriate and lawful proceedings promptly initiated and
diligently  conducted, (b) Borrowers have given prior  notice  to
Agent  of  the Third Party Claim, (c) Borrowers have  established
appropriate reserves (in Agent's reasonable discretion  exercised
in  good faith) for the Third Party Claim, (d) levy and execution
on the Third Party Claim have been and continue to be stayed, (e)
the Third Party Claim does not prevent Agent, for the benefit  of
Lenders, from having a perfected first priority security interest
in, or a first priority mortgage lien on, the Loan Collateral  or
with respect to future advances made under this Agreement, (f) no
Borrower's  title  to,  and its right to use,  any  of  the  Loan
Collateral   are,  in  Agent's  reasonable  judgment,  materially
affected thereby, and (g) the amount of all Third Party Claims do
not  exceed,  as  of any date, $1,000,000 in the aggregate;  and,
provided,  further, that Borrowers must promptly  pay  each  such
Third Party Claim when the dispute is finally settled.

       "Person"   means   any  individual,  sole  proprietorship,
partnership,  joint venture, trust, unincorporated  organization,
association, limited liability company, corporation, institution,
entity, party or Governmental Authority.

      "Prime Rate" means the rate of interest per annum announced
by  Star  Bank from time to time as its prime lending  rate  (for
reference  purposes only) with any change thereto being effective
as of the opening of business on the date of change (or if not  a
Business  Day,  the  beginning of the day).  The  Prime  Rate  is
determined solely by Star Bank pursuant to market factors and its
own  operating needs and is not necessarily Star Bank's  best  or
most favorable rate for commercial or other loans.

      "Reportable Event" means an event described in Section 4043
of  ERISA  and  the regulations issued thereunder (other  than  a
Reportable  Event not subject to the provision for 30 day  notice
to   the   Pension  Benefit  Guaranty  Corporation   under   such
regulations).

       "Required  Lenders"  means  at  any  time  Lenders   whose
Commitments  (or, if after the Commitments have been  terminated,
outstanding  Loans  and  Letter of  Credit  Exposure)  constitute
greater   than  two-thirds  of  the  then  aggregate  amount   of
Commitments  (or, if after the Commitments have been  terminated,
the total outstanding principal amount of the Loans and Letter of
Credit Exposure).

     "Reserve Amount" means, as of any date of determination, the
amounts  that  Agent, in its discretion exercised in  good  faith
(including in the manner described in this definition), may  from
time to time establish in determining the Borrowing Base based on
such   credit  and  collateral  considerations  as  Agent   deems
appropriate from time to time, based on market conditions, or  to
reflect contingencies or risks which may affect any or all of the
Loan Collateral, the business, operations, financial condition or
business  prospects of a Borrower or the security of  the  Loans.
For  purposes  of this definition and determining  the  Borrowing
Base and without limiting Agent's other discretion, Agent will be
deemed to have acted in good faith if reserves are established in
respect  of  any one or more of the following: (a) the occurrence
of  an Event of Default; (b) the payment of Obligations then  due
and  payable  and  unpaid;  (c) for price  adjustments,  damages,
unearned discounts, returned Inventory, credit memoranda  (issued
or  unissued), credits, contras and other similar  offsets  to  a
Borrower's  accounts receivable except to the extent any  of  the
foregoing have been dealt with by Agent by designating a specific
Receivable  or  Receivables as being ineligible pursuant  to  the
terms  of  this  Agreement as opposed to the establishment  of  a
reserve  general  in  nature; (d) for any claims,  interests,  or
rights  (including Liens) of any Person which (1) (A) as  of  the
date  Agent  learns  or  is  notified of  the  existence  of  the
applicable Priming Interest, has priority over the Liens of Agent
or  Lenders on any or all of the Loan Collateral or (B) will have
priority over the Liens of Agent or Lenders on any or all of  the
Loan  Collateral after any required notice or filing, the passage
of  time,  the satisfaction of any other condition, or  otherwise
and   (2)   pertain  to,  arise  from,  or  secure  indebtedness,
obligations,  or  liabilities in  excess,  as  of  any  date,  of
$500,000 in the aggregate; (e) for aged credits maintained by any
Borrower  in respect of its accounts receivable; or (f)  for  any
amounts  expended  by  Agent  to protect  or  preserve  any  Loan
Collateral  or  the  rights  Agent  or  Lenders  under  the  Loan
Documents which have not been reimbursed by Borrowers.

      "Revolving  Loans"  has  the meaning  ascribed  thereto  in
Section 2.2.

      "Revolving  Loan Availability" means, as at  any  time,  an
amount, in Dollars, equal to:

           (i)  an  amount equal to the lesser of  (a)  the  then
Borrowing Base or (b) $35,000,000;

      less  (ii)  the  sum  of  (a)  then  aggregate  outstanding
principal  amount of all Revolving Loans and all due  but  unpaid
interest  on  the Loans, and all fees, commissions, expenses  and
other  charges posted to each Borrower's loan account with  Agent
plus (b) the then Letter of Credit Exposure.

     "Security Agreement" means the Amended and Restated Security
Agreement  dated  as  of  the  date  of  this  Agreement  between
Sabreliner,   Midcoast,   Little  Rock,   SabreTech,   Dimension,
Turbotech and Agent, for the benefit of Lenders, which amends and
restates  in  their entirety, and consolidates, (i) the  Security
Agreement  dated  as  of  February 13, 1995  between  Sabreliner,
Midcoast,  Little Rock and Star Bank, (ii) the Security Agreement
dated  as  of January 26, 1996 between SabreTech and  Star  Bank,
(iii)  the  Security  Agreement dated as  of  February  14,  1997
between  Dimension and Star Bank, and (iv) the Security Agreement
dated as of February 14, 1997 between Turbotech and Star Bank.

      "Senior  Notes Indenture" means the Indenture dated  as  of
June  25,  1993, entered into between Sabreliner and IBJ Schroder
Bank  & Trust Company, a New York banking corporation, as trustee
(the "Trustee"), as supplemented as of November 2, 1994.

      "Senior  Notes"  means the $90,000,000 aggregate  principal
amount of Sabreliner's 12 1/2% Senior Notes Due 2003, Series A  and
12 1/2% Senior Notes Due 2003, Series B.

      "Senior Notes Default" means the occurrence of any  of  the
following (or any combination of the following): (i) a default or
breach of any of the Senior Notes, (ii) any event or circumstance
that  would become a default or breach of any of the Senior Notes
on a Holder's (as defined in the Senior Notes Indenture) election
or  would  become a default or breach after notice, the lapse  of
time,  or on the satisfaction of any other condition, or  all  of
the foregoing, or (iii) a Default, as defined in the Senior Notes
Indenture.

      "Settlement Date" means, as applicable, a Weekly Settlement
Date  or a Daily Settlement Date, both as defined in Section 4.2,
whichever is, as of any date, in effect under this Agreement.

      "Solvent" means, with respect to any Person, that  (i)  the
Person is not insolvent as defined or construed under any and all
applicable   laws.   In  computing  the  amount   of   contingent
liabilities at any time, it is intended that they be computed  at
the  amount  that,  in light of all the facts  and  circumstances
existing  at the time, represents the amount that can  reasonably
be expected to become an actual or matured liability.

     "Subsidiary" means any Person as to which any Borrower owns,
directly or indirectly, at least 50% of the outstanding shares of
capital stock or other interests having ordinary voting power for
the  election of directors, officers, managers, trustees or other
controlling  Persons  or  an equivalent controlling  interest  in
Agent's judgment.

      "Unreimbursed Drawings" has the meaning ascribed thereto in
Section 4.3.

      "Unused Commitment" means, as to any Lender at any time, an
amount equal to the excess, if any, of (i) the amount of Lender's
Commitment  at  that time over (ii) the sum of (a) the  aggregate
principal amount at that time of all Revolving Loans made by that
Lender  plus (b) the Lender's participation at that time  of  the
then aggregate Letter of Credit Exposure.

     1.2  Environmental Definitions.

      "Environmental  Activity" means  any  actual,  proposed  or
threatened  storage, holding, Use, Release, emission,  discharge,
generation,    processing,   abatement,   removal,   disposition,
handling,  transportation or disposal of any Hazardous  Substance
from,  under, in or on any of Borrower's property or any  Use  of
any  of  Borrower's property which is regulated by or  for  which
standards   of   conduct  or  liability  are   imposed   by   any
Environmental Requirements.

      "Environmental  Law" means the Comprehensive  Environmental
Response,  Compensation and Liability Act ("CERCLA"),  42  U.S.C.
9601  et  seq.,  the  Resource  Conservation  and  Recovery   Act
("RCRA"),  42  U.S.C.  6901  et  seq.,  the  Hazardous  Materials
Transportation Act, 49 U.S.C. 1802 et seq., the Toxic  Substances
Control  Act, 15 U.S.C. 2601 et seq., the Federal Water Pollution
Control  Act,  33 U.S.C. 1251 et seq., the Clean  Water  Act,  33
U.S.C.  1321 et seq., the Clean Air Act, 42 U.S.C. 7401 et  seq.,
regulations promulgated thereunder, and any other federal, state,
county,  municipal,  local or other statute,  law,  ordinance  or
regulation,  or  any common law (including common  law  that  may
impose strict liability), which may relate to or deal with  human
health,   the   environment,  natural  resources,  or   Hazardous
Substances, all as may be from time to time amended or modified.

      "Environmental Liability" means any liability,  obligation,
indebtedness,  or  duty  of, any claim  or  demand  against,  any
requirement imposed on, or any amount owed by or payable from,  a
Borrower, which is based on, results from, is in connection  with
or   arises  out  of  any  Environmental  Activity,  whether  the
foregoing described liability now exists or arises in the future,
is  contingent  or absolute, primary or secondary, liquidated  or
unliquidated,  due  or  to  become  due,  and  however   created,
incurred, acquired, owing or arising.

      "Environmental Requirements" means all present  and  future
laws,  including  Environmental Laws, authorizations,  approvals,
judgments,  injunctions,  decrees, concessions,  grants,  orders,
franchises,  agreements and other restrictions  and  requirements
(whether  or not arising under statutes or regulations)  relating
to any Hazardous Substances or Environmental Activity.

       "Hazardous  Substances"  means,  at  any  time,  (i)   any
"hazardous substance" as defined in 101(14) of CERCLA (42  U.S.C.
9601(14)) or regulations promulgated thereunder; (ii) any  "solid
waste"  as  defined in RCRA or regulations promulgated thereunder
or any "hazardous waste" or "infectious waste," as such terms are
defined  in  any Environmental Law at such time; (iii)  asbestos,
urea-formaldehyde,  polychlorinated biphenyls  ("PCBs"),  nuclear
fuel   or   material,   chemical  waste,  radioactive   material,
explosives, known carcinogens, petroleum products and by-products
and other dangerous, toxic or hazardous pollutants, contaminants,
chemicals,  materials or substances listed or identified  in,  or
regulated  by,  any  Environmental Law; and (iv)  any  additional
substances  or  materials which at such time  are  classified  or
considered to be hazardous or toxic under any Environmental Law.

      "Release"  includes spilling, leaking,  pumping,  emitting,
discharging,   injecting,  contaminating,  leaching,   disposing,
releasing or dumping into the environment.

      "Use"  includes,  but is not limited  to,  use,  ownership,
development, construction, maintenance, management, operation  or
occupancy.

      1.3   Other Definitional Provisions; Construction.   Unless
otherwise specified:

           (i)   All terms defined in this Agreement, whether  or
not defined in this Section 1, have the defined meanings provided
in  this  Agreement when used in this Agreement, in any other  of
the Loan Documents, or any other certificate, instrument or other
document  made  or  delivered pursuant to this Agreement  or  any
other Loan Document, unless otherwise defined therein.

           (ii)  References  in this Agreement  to  a  Borrower's
knowledge shall be deemed to be references to the knowledge of F.
Holmes  Lamoreux, Susan S. Aselage, Rodney E. Olson, or Jerry  L.
Leath, all of whom are officers of Borrowers, or their respective
successors as such officers.

           (iii)      As used in this Agreement, in any other  of
the  Loan  Documents, or in any other certificate, instrument  or
document made or delivered pursuant hereto or thereto, accounting
terms  relating  to Borrowers not defined in this Agreement  have
the   respective  meanings  given  to  them  in  accordance  with
generally accepted accounting principles in the United States  of
America  as  in effect at the time any determination is  made  or
financial statement or information is required or furnished under
this Agreement ("GAAP").

          (iv) References to the Uniform Commercial Code, or UCC,
mean as enacted in the particular jurisdiction(s) encompassed  by
the reference.

           (v)   The  definition  of any document  or  instrument
includes all schedules, attachments and exhibits thereto and  all
renewals,  extensions, supplements, restatements  and  amendments
thereof.

           (vi) "Hereunder," "herein," "hereto," "this Agreement"
and  words  of  similar  import refer to  this  entire  document;
"including"  is used by way of illustration and  not  by  way  of
limitation,  unless the context clearly indicates  the  contrary;
the  singular includes the plural and conversely; and any  action
required  to  be  taken by Borrowers is to  be  taken  reasonably
promptly, unless the context clearly indicates the contrary.

           (vii)     All of the uncapitalized terms contained  in
the  Loan Documents which are defined under the Code will, unless
defined in the Loan Documents or the context indicates otherwise,
have the meanings provided for in the Code.

           (viii)    All Exhibits and Schedules attached to  this
Agreement  are incorporated into, made and form an integral  part
of, this Agreement for all purposes.

           (ix)  The  definition of any term  which  is  made  by
reference to a definition in the Senior Notes Indenture shall  be
without  regard to any modification, waiver or amendment  of  the
Senior  Notes  Indenture as to which Required  Lenders  have  not
given prior consent.

          (x)  The term "good faith" means honesty in fact in the
conduct  or  transaction  concerned, without  regard  to  whether
reasonable commercial standards have been observed.

2.   LOANS AND OTHER FINANCIAL ACCOMMODATIONS.

     2.1  Total Facility.  Subject to the terms and conditions of
this Agreement, Lenders, in the discretion of Agent exercised  in
good  faith,  may  make up to $35,000,000 in  total  credit  (the
"Credit  Facility") available to Borrowers, which Credit Facility
shall  be  comprised of (i) revolving loans and (ii) a letter  of
credit  facility as a subfacility of the revolving loan facility,
all  as  more  particularly described below.  The obligations  of
Lenders  to Borrowers in respect of the Credit Facility shall  be
several and not joint, and the portion of the Credit Facility  to
be  made  available  by each Lender, subject  to  the  terms  and
conditions  of this Agreement, shall be limited to the Commitment
of such Lender.

     2.2  Revolving Loans.

          2.2.1     Amount of Revolving Loans.  During the period
from  the  Closing Date until the termination of  this  Agreement
pursuant  to  Section  11, and subject to  the  other  terms  and
conditions  of  this Agreement, each Lender,  severally  and  not
jointly,  will  make  revolving  loans  ("Revolving  Loans")   to
Borrowers, which Revolving Loans may be lent and relent from time
to time, in an amount, as of any date, not exceeding the Lender's
Percentage  Share  of  the Revolving Loan  Availability  then  in
effect.  Whether a Lender will exceed its Percentage Share of the
Revolving Loan Availability with respect to a particular  advance
of  Revolving  Loans  requested by Borrowers will  be  determined
after  giving effect to all Revolving Loans requested as if  each
Lender  had  funded its respective Revolving Loan  in  accordance
with  the  terms  of this Agreement.  Subject  to  the  terms  of
Section 15.1.1(i), Agent, in its discretion, may elect, on behalf
of  Lenders,  to  exceed the limits of the  Borrowing  Base  (and
thereby increase the Revolving Loan Availability) on one or  more
occasions  (an  "Overadvance"), but if it does so, neither  Agent
nor  any  of  Lenders will be deemed thereby to have changed  the
limits  of the Revolving Loan Availability or to be obligated  to
make Overadvances on any other occasion.

           2.2.2      Evidence of Revolving Loans.  The Revolving
Loans  will be evidenced by this Agreement and notations made  by
Agent  on  its books and records, including computer records.  In
addition, each Lender is authorized, at its option, to  note  the
date and amount of each advance or repayment of principal of  the
Lender's  Revolving  Loans in its books  and  records,  including
computer  records.  Agent's books and records and  each  Lender's
books  and  records will constitute presumptive evidence,  absent
manifest  error, of the accuracy of the information contained  in
those  books and records, including correct recordations  of  the
Revolving  Loans.   Failure by Agent or any Lender  to  make  any
notation  or  record of the date and amount of  each  advance  or
repayment of principal of the Revolving Loans or any error in any
notation  or recordation made will not affect the obligations  of
Borrowers to each Lender with respect to the Revolving Loans.

     2.3  Letters of Credit.

          2.3.1     Standby Letter of Credit Subfacility.  During
the  period from the Closing Date until the termination  of  this
Agreement pursuant to Section 11, and subject to the other  terms
and  conditions of this Agreement, Borrowers may request  Issuing
Lender  to  issue  a  Letter of Credit by delivering  to  Issuing
Lender:  (i)  a  Letter of Credit Application  completed  to  the
satisfaction  of Issuing Lender, together with the proposed  form
of the Letter of Credit (which, in all respects, must comply with
the  applicable requirements of Section 2.3.2), (ii) a  Borrowing
Base Certificate (as defined in Section 8.3) which calculates the
Letter  of  Credit Availability by giving effect to the  proposed
Letter of Credit, and (iii) such Letter of Credit Documents  that
Issuing Lender then requires.  Issuing Lender, in addition to the
other  terms of this Agreement, will have no obligation to  issue
any  such  proposed Letter of Credit if, after giving  effect  to
such proposed Letter of Credit, the Letter of Credit Availability
will be less than zero.

           2.3.2      Terms of Letter of Credit.  Each Letter  of
Credit issued under this Agreement will, among other things,  (i)
be  in  such  form  requested by a Borrower as is  acceptable  to
Issuing Lender in its discretion exercised in good faith and (ii)
except  for  the  McDonnell  Douglas LOC,  have  an  expiry  date
occurring  not later than one year after the date of issuance  of
the  Letter of Credit; however, in no event will any expiry  date
be  later  than the earlier of (a) February 13, 2001 or (b)  such
earlier  termination date of this Agreement  which  has  resulted
from  the delivery to Agent by Borrowers of a Termination  Notice
as  provided  in Section 11.3.  Each Letter of Credit Application
and  each Letter of Credit will be subject to the Uniform Customs
and   Practices  for  Documentary  Credits,  1993  Revision,  ICC
Publication   No.  500  and,  to  the  extent  not   inconsistent
therewith, the laws of the State of Ohio.

           2.3.3      Advice  of Issuance or Non-Issuance.   Upon
receipt of a request from a Borrower to open any Letter of Credit
and  of  all  attendant Letter of Credit Documents satisfactorily
completed, Issuing Lender, within three Business Days, may either
(i)  issue  the  requested Letter of Credit  to  the  beneficiary
thereof  and transmit a copy to the applicable Borrower, or  (ii)
elect,  in its discretion exercised in good faith, not  to  issue
the  proposed Letter of Credit.  If Issuing Lender elects not  to
issue  such Letter of Credit, Issuing Lender will communicate  in
writing  with the applicable Borrower the reason(s)  why  Issuing
Lender has declined such request.  Promptly after the issuance of
a Letter of Credit, Agent will notify each Lender of the issuance
of the Letter of Credit.

            2.3.4       Payment   of   Drafts;   Issuing   Lender
Obligations.

                (i)   Subject to the terms of Section 14.3,  each
Borrower hereby irrevocably instructs Agent to reimburse  Issuing
Lender  for  any drawing, expenditure or other payment  made,  or
cost  or  expense incurred, by Issuing Lender in respect  of  any
Letter  of  Credit  by making an advance of the  Revolving  Loans
pursuant to Section 3.8.2.  If the advance of a Revolving Loan to
reimburse  Issuing Lender for any drawing, expenditure  or  other
payment  made, or cost or expense incurred, by Issuing Lender  in
respect of any Letter of Credit results (or to the extent that it
results)  in  any  Deficiency,  then  Borrower  will  immediately
eliminate any Deficiency in accordance with the terms of  Section
2.4.

                (ii)  In  determining whether to  pay  under  any
Letter  of  Credit,  Issuing Lender will be responsible  only  to
confirm that any documents required to have been delivered  under
a  Letter  of  Credit  appear to comply on their  face  with  the
requirements  of  the Letter of Credit, and any action  taken  or
omitted by Issuing Lender under or in connection with any  Letter
of Credit will not (a) subject Issuing Lender to any liability to
any other Lender or any Borrower or (b) relieve any Lender of its
obligations  under  this  Agreement to Issuing  Lender;  however,
nothing in this Section 2.3.4(ii) will relieve Issuing Lender  of
any liability it may have to Borrowers to the extent, but only to
the  extent, of any direct, as opposed to consequential,  damages
suffered  by Borrowers from Issuing Lender's gross negligence  or
willful misconduct.

           2.3.5     Letter of Credit Obligations.  All Letter of
Credit Obligations will constitute part of the Obligations and be
secured by the Loan Collateral.

           2.3.6      Increased Costs.  If (i) any  law,  treaty,
rule, regulation, guideline or determination of a central bank or
a Governmental Authority or interpretation or application thereof
by a central bank or Governmental Authority or (ii) compliance by
Issuing  Lender or any other Lender with any request or directive
(whether having the force of law) from, or compliance by  Issuing
Lender  or  any  other Lender with any official pronouncement  or
statement  of,  or  as a result of any audit,  investigation,  or
enforcement action (whether or not against Issuing Lender or  any
other  Lender)  by, a central bank or other Government  Authority
shall  either  (a)  impose, modify, deem or make  applicable  any
reserve,  special  deposits, assessment  or  similar  requirement
against letters of credit issued by Issuing Lender or (b)  impose
on  Issuing  Lender  or  any  other Lender  any  other  condition
regarding  this Agreement or any Letter of Credit,  and,  in  the
applicable Lender's judgment exercised in good faith, the  result
of  any  event  referred to in clause (a) or  (b)  above  is  the
increase  of  the cost to Issuing Lender or any other  Lender  of
issuing  or maintaining any Letter of Credit, then, on demand  by
Issuing Lender, Borrowers will immediately pay to Issuing  Lender
and, as applicable, each other affected Lender, from time to time
as  specified  by Issuing Lender and, as applicable,  each  other
affected  Lender,  additional amounts  sufficient  to  compensate
Issuing Lender and, as applicable, each other affected Lender for
such  increased cost, together with interest on each such  amount
from  the date demanded until payment in full thereof at  a  rate
per  annum  equal  to the then applicable interest  rate  on  the
Revolving  Loans.   A  certificate  as  to  such  increased  cost
incurred  by  Issuing  Lender  and,  as  applicable,  each  other
affected  Lender, submitted by Issuing Lender and, as applicable,
each  other  affected Lender to Borrowers, shall  be  conclusive,
absent manifest error, as to the amount thereof.

           2.3.7      Unconditional Obligations.  All  Letter  of
Credit  Obligations and Obligations in respect  of  any  and  all
Letters of Credit issued by Issuing Lender shall be unconditional
and  irrevocable and will be paid strictly in accordance with the
terms  of this Agreement and the Letter of Credit Documents under
all  circumstances  set forth in the Letter of Credit  Documents,
including  any  or  all of the following circumstances:  (i)  the
existence of any claim, set-off, defense or other right which any
Borrower  may  have at any time against any beneficiary,  or  any
transferee, of any Letter of Credit (or any Persons for whom  any
such  beneficiary or any such transferee may be acting),  Issuing
Lender,  any  other  Lender  or  any  other  Person,  whether  in
connection  with this Agreement or the other Loan Documents,  the
transactions  contemplated in this Agreement,  or  any  unrelated
transaction;  (ii) any statement or any other document  presented
under  any  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;  (iii)  payment  by
Issuing Lender under any Letter of Credit against presentation of
a  draft  or certificate which does not comply with the terms  of
such Letter of Credit; (iv) the invalidity or unenforceability of
the Letter of Credit; or (v) any other circumstances or happening
whatsoever,  whether  or not similar to  any  of  the  foregoing;
however,  nothing  in  this Section 2.3.7  will  relieve  Issuing
Lender  of any liability it may have to a Borrower to the  extent
resulting  from  Issuing  Lender's gross  negligence  or  willful
misconduct.

      2.4   No  Deficiency.   Notwithstanding  anything  in  this
Agreement   to  the  contrary,  but  subject  to  each   Lender's
obligations  to  Issuing Lender pursuant to Section  4.3  and  to
Agent  pursuant to Section 4.2, a Lender may refuse to  make  any
requested Revolving Loan and Issuing Lender may refuse  to  issue
any  requested  Letter of Credit if, after giving effect  to  the
requested Revolving Loan or Letter of Credit, a Deficiency  would
occur,  unless the Deficiency results from an Overadvance elected
to  be  made by Agent pursuant to Section 2.2.1.  If, as  of  any
date,  a Deficiency occurs or exists, Borrowers will immediately,
without  demand or notice, reduce the sum of the then outstanding
balance  of the Revolving Loans and the Letter of Credit Exposure
so  that  such  Deficiency  shall no  longer  exist,  unless  the
Deficiency  results from an Overadvance elected  to  be  made  by
Agent pursuant to Section 2.2.1; however, if such Deficiency  was
caused  solely  by the good faith exercise of Agent's  discretion
hereunder,  Borrowers will be entitled to a  grace  period  of  5
Business  Days  (or  for  such longer time,  subject  to  Section
15.1.1(i),  as  Agent  may elect in its  discretion),  after  the
occurrence  of  such  Deficiency to reduce the  then  outstanding
balance  of the Revolving Loans and the Letter of Credit Exposure
so that such Deficiency will no longer exist.

     2.5  Procedures for Advancing and Funding Revolving Loans.

           2.5.1      Revolving Loan Requests.  Borrowers  hereby
authorize  Agent, without any further written or oral request  of
Borrowers,  to  make  Revolving Loans  to  Borrowers  in  amounts
necessary for the payment of checks and other items drawn on  the
Controlled  Disbursement Accounts as such checks and other  items
are  presented  to  Agent for payment if  Agent  elects  to  make
advances   of  the  Revolving  Loans  in  accordance  with   this
Agreement.   In  addition  to Revolving Loans  made  pursuant  to
Agent's  controlled disbursement account system, a  Borrower  may
request a Revolving Loan by giving written notice to Agent in the
form  of  Exhibit  2.5 by not later than 12:00 noon,  Cincinnati,
Ohio  time,  on the Borrowing Date that the advance is requested.
Each  request submitted by a Borrower in the form of Exhibit  2.5
for  an  advance  of  a Revolving Loan (other  than  via  Agent's
controlled  disbursement account system) will:  (i)  specify  the
amount  of  the  requested  advance, (ii)  not  be  revocable  by
Borrowers, and (iii) be from an authorized officer or employee of
a   Borrower  who  is  listed  on  the  most  current   signature
authorization  letter  received  by  Agent  from  the   Borrower;
however,  Agent will, in all cases, be authorized to act  on  the
request of any person that Agent, in good faith, believes  to  be
an  authorized  officer  or employee of  a  Borrower.   If  Agent
receives a request from a Borrower in the form of Exhibit 2.5 for
a  Revolving Loan after 12:00 noon, Cincinnati, Ohio time,  on  a
Business  Day,  then the notice will be treated  as  having  been
received  at  the  opening of business on the next  Business  Day
which will then become the applicable Borrowing Date.

          2.5.2     Funding of Revolving Loans.

               (i)  Controlled Disbursement Borrowings.  If Agent
has,  as of any Business Day, not elected a Daily Settlement Date
(as  defined and provided for in Section 4.2.2), then Agent will,
subject  to  the  terms of this Agreement, make disbursements  of
proceeds  of  Revolving  Loans to Borrowers  via  the  Controlled
Disbursement Accounts as the checks and other items are presented
to  Agent  on  a  Business Day for payment  pursuant  to  Agent's
controlled  disbursement account system,  except  to  the  extent
Agent  has  received a notice from a Lender pursuant  to  Section
2.5.3.

                (ii)  Other Revolving Borrowings.  If  (a)  Agent
has,  as  of the applicable Borrowing Date, not elected  a  Daily
Settlement  Date (as defined and provided for in  Section  4.2.2)
and  (b) Agent receives a request from a Borrower for a Revolving
Loan  in  the form of Exhibit 2.5 (i.e., a Revolving  Loan  other
than  via the Controlled Disbursement Accounts), then Agent will,
subject  to  the terms of this Agreement, advance  the  requested
Revolving Loan on the applicable Borrowing Date according to  the
disbursement instructions given by the Borrower to Agent (so long
as  the  instructions are acceptable to Agent in  its  discretion
exercised in a reasonable manner), except to the extent Agent has
received a notice from a Lender pursuant to Section 2.5.3.

                 (iii)       Disbursements  if  Daily  Settlement
Elected.   If  Agent  has, as of the applicable  Borrowing  Date,
elected a Daily Settlement Date (as defined and provided  for  in
Section  4.2.2), then the Revolving Loan requested,  whether  via
the  Controlled Disbursement Accounts or otherwise, will, subject
to the terms of this Agreement, be made available to Borrowers by
Agent  on  the  applicable Borrowing Date to the  extent  of  the
aggregate  amounts of the requested Revolving Loan made available
to  Agent  by  Lenders and in like funds as, and if, received  by
Agent  as  of 2:30 p.m., Cincinnati, Ohio time, on that Borrowing
Date.   Any amounts of that Revolving Loan requested by  Borrower
which  are  made available to Agent by Lenders after  2:30  p.m.,
Cincinnati, Ohio time, on the applicable Borrowing Date  will  be
made available to Borrowers on the immediately following Business
Day in like funds received by Agent from Lenders.

          2.5.3     Funding by Agent on Behalf of Lenders.

                (i)   Revolving  Loans--Weekly  Settlement.   For
every advance of a Revolving Loan made by Agent on a Business Day
for  which  Agent  had  not elected a Daily Settlement  Date  (as
defined and provided for in Section 4.2.2), Agent may assume that
each  Lender  will  make its Percentage Share of  the  applicable
Revolving  Loan  available to Agent as of 2:30 p.m.,  Cincinnati,
Ohio  time,  on the next subsequent Settlement Date unless  Agent
has been notified by a Lender that the Lender does not intend  to
make  available  to Agent the Lender's Percentage  Share  of  the
applicable Revolving Loan to be funded under Section 2.5.2(ii) or
the  Revolving Loan necessary for the payment of checks and other
items presented to Agent via the Controlled Disbursement Accounts
("Non-Funding Notice").  For a Non-Funding Notice to be effective
as against Agent for (a) the Borrowing Date of any Revolving Loan
to  be funded under Section 2.5.2(ii) or (b) any Business Day  on
which  any  Revolving Loan will be made to  a  Borrower  via  its
Controlled  Disbursement Account (the applicable  Borrowing  Date
being, the "Applicable Funding Date"), Lender must deliver a Non-
Funding  Notice to Agent: (1) at or before 8:00 a.m., Cincinnati,
Ohio time, on the Business Day that is at least one Business  Day
before  the Applicable Funding Date of any Revolving Loan  to  be
funded  under  Section 2.5.2(ii) or (2) at or before  2:30  p.m.,
Cincinnati, Ohio time, on the Business Day that is at  least  two
Business Days before the Applicable Funding Date of any Revolving
Loan  to  be  made to a Borrower via its Controlled  Disbursement
Account.  Any Non-Funding Notice received after 8:00 a.m. or,  as
applicable, 2:30 p.m., Cincinnati, Ohio time, will be treated  as
having  been  received  at the opening of business  on  the  next
Business Day.  Notwithstanding anything to the contrary  in  this
Section 2.5.3, Agent may assume that each Lender will, under  all
circumstances,  make its Percentage Share of all Revolving  Loans
made pursuant to Sections 2.3.4 or 3.8.2 available to Agent as of
2:30   p.m.,  Cincinnati,  Ohio  time,  on  the  next  subsequent
Settlement Date.

                (ii)  No  Modification  of Lender's  Obligations.
Nothing in this Section 2.5.3 may be deemed to relieve any Lender
of  its  obligation,  if  any, under this  Agreement  to  make  a
Revolving Loan to a Borrower on the applicable Borrowing Date.

           2.5.4      Pro Rata Lending; Commitment Default  by  a
Lender.   All Revolving Loans (including any Overadvances elected
to   be  made  by  Agent  pursuant  to  Section  2.2.1)  and  all
participations  in Letters of Credit will be made  simultaneously
by Lenders pro rata on the basis of their respective Commitments,
and any reduction of the Commitments of Lenders effected pursuant
to  the  terms of this Agreement will be allocated by  Agent  pro
rata according to the relevant Percentage Shares of Lenders.   No
Lender  will  be responsible for, or be subject to any  liability
because of, any default by any other Lender in its obligation  to
make Revolving Loans under this Agreement nor will any Commitment
of  any  Lender  be increased or decreased as  a  result  of  any
failure by any other Lender to fulfill its Commitment under  this
Agreement.   Each Lender will be obligated to make the  Revolving
Loans  provided to be made by it under this Agreement, regardless
of  the  failure  of any other Lender to fulfill  its  Commitment
under this Agreement.

           2.5.5      Funding Sources.  Nothing in this Agreement
may  be  treated as obligating any Lender to obtain its funds  in
any  particular place or manner to make any Revolving Loan  under
this Agreement, and nothing in this Agreement may be deemed to be
a  representation  by  any Lender that it has  obtained  or  will
obtain funds in any particular place or manner.

      2.6   No  Limitation on Liens.  The limits  on  outstanding
advances  against the Borrowing Base are not intended  and  shall
not  be  deemed to limit in any way Agent's or Lenders'  security
interest  in,  or  other  Liens on, the  Receivables,  Inventory,
General Intangibles, or any other Loan Collateral.

     2.7  Discretionary Nature of Facility.  NOTHING CONTAINED IN
THIS  AGREEMENT SHALL, AT ANY TIME, REQUIRE LENDERS TO MAKE LOANS
OR  OTHER  EXTENSIONS OF CREDIT (INCLUDING LETTERS OF CREDIT)  TO
ANY  BORROWER,  AND THE MAKING AND AMOUNT OF ANY LOANS  OR  OTHER
EXTENSIONS  OF  CREDIT  (INCLUDING LETTERS OF  CREDIT)  HEREUNDER
SHALL  AT  ALL TIMES BE IN AGENT'S DISCRETION TO BE EXERCISED  IN
GOOD FAITH.  ALL OUTSTANDING LOANS AND OTHER EXTENSIONS OF CREDIT
(INCLUDING  LETTERS OF CREDIT) SHALL AT ALL TIMES BE  SUBJECT  TO
THE  TERMS  OF  SECTION 11 AND SECTION 14,  INCLUDING  THE  TERMS
THEREOF  RELATING TO REPAYMENT.  Without limiting the  generality
of   the   foregoing,  and  subject  to  Section  15,   Borrowers
acknowledge  that (i) Agent, from time to time in its  discretion
exercised  in good faith, may increase or decrease the percentage
advance  rates and dollar limits on outstanding advances  against
the  Borrowing  Base and (ii) the covenants  set  forth  in  this
Agreement  are  not  (and are not intended to  be)  an  exclusive
listing  of all the elements of a Borrower's condition which  are
material  to  Agent or Lenders, from time to time, in determining
whether   credit  should  be  advanced  hereunder.   Accordingly,
compliance  by Borrowers with all of the covenants set  forth  in
this  Agreement  shall not be deemed to affect,  in  any  manner,
Agent's  discretion  pursuant to Section 2 with  respect  to  the
making  and  amount  of any Loans or other extensions  of  credit
hereunder.

       2.8    General  Conditions.   In  addition  to  any  other
provisions  contained  in  this  Agreement,  the  making  of  any
Revolving  Loan  by a Lender or the issuance  of  any  Letter  of
Credit  by  Issuing  Lender  will be  subject  to  the  continued
existence or fulfillment to the satisfaction of Agent of each  of
the following conditions throughout the term of this Agreement:

            (i)   No  Event  of  Default  has  occurred  and   is
continuing;

           (ii)  No  law or regulation prohibits, and  no  order,
judgment  or  decree of any arbitrator or Governmental  Authority
enjoins  or  restrains  any  Lender, from  making  the  requested
advance; and

           (iii)      Borrowers' representations  and  warranties
contained  in this Agreement are complete and correct as  of  the
date of this Agreement and continue to be true and correct in all
material respects throughout the term of this Agreement with  the
same  effect  as  though such representations and warranties  had
been  made  again  on  and as of each day of  the  term  of  this
Agreement subject to such changes as are not prohibited hereby or
do not constitute Events of Default under this Agreement.

      2.9   One  General  Obligation; Cross-Collateralized.   All
advances  of  credit by Lenders to, or for the  benefit  of,  any
Borrower  under this Agreement and under any other Loan  Document
constitute  one  loan, and all of the Obligations constitute  one
obligation.   The  Loans, the Letters of  Credit  and  all  other
advances or extensions of credit to, or for the benefit  of,  any
Borrower  under  this Agreement or the other Loan  Documents  are
made on the security of all of the Loan Collateral.

3.   INTEREST CHARGES; MINIMUM LOAN CHARGE; FEES.

      3.1   Interest on Loans.  Borrowers promise to pay interest
on the Loans as follows:

           (i)   All  Revolving Loans will bear interest  on  the
daily  unpaid principal amount thereof from the date  made  until
paid  in full at a rate per annum equal to the Prime Rate, as  in
effect  from  day  to day as interest accrues,  plus  1.25%  (the
"Revolving Loan Margin").

           (ii)  The  principal balance of all other  outstanding
Obligations  (except  that portion of the  Obligations,  if  any,
arising  under  any agreement other than this Agreement  if  such
other  agreement provides for the payment of interest at  a  rate
specified  therein)  will  bear  interest  on  the  daily  unpaid
principal amount thereof from the date made until paid in full at
a  rate per annum equal to the Prime Rate, as in effect from  day
to day as interest accrues, plus 1.25% (the "Other Margin").

           (iii)      Any  adjustment in  the  rate  of  interest
resulting  from a change in the Prime Rate will become  effective
on the date of such change in the Prime Rate made by Agent.

           (iv)  The  Revolving Loan Margin and the Other  Margin
each is subject to reduction by 0.250% per annum if (a) Borrowers
have met each of the financial tests set forth on Exhibit  3.1 as
of  the end of their fiscal years ending June 30, 1998 and (b) no
Event  of Default is existing as of the end of that fiscal  year,
or  exists  as  of  the effective date of reduction  as  provided
below.  Each of the Revolving Loan Margin and the Other Margin is
subject to one additional reduction (whether or not the reduction
applicable  to  Borrowers'  fiscal  year  ending  June  30,  1998
occurred) by 0.250% per annum if (x) Borrowers have met  each  of
the  financial tests set forth on Exhibit 3.1 as of  the  end  of
their  fiscal  years ending June 30, 1999 and  (y)  no  Event  of
Default is existing as of the end of that fiscal year, or  exists
as  of  the  effective date of reduction as provided below.   The
total  reduction  to each of the Revolving Loan  Margin  and  the
Other  Margin,  assuming Borrowers meet all of the conditions  of
this  clause  (iv) of Section 3.1 for both of their fiscal  years
ending June 30, 1998 and June 30, 1999, is 0.500% per annum.  The
foregoing  rate reductions, if applicable, will become  effective
on  and after the first day of the first calendar month following
delivery of Borrowers' annual financial statements required to be
delivered  to  Agent pursuant to Section 8.7 for, as  applicable,
the  fiscal year ending June 30, 1998 and June 30, 1999. Each  of
the  financial statements required to be delivered to  Agent  (1)
must  be  in compliance with Section 8.7 and (2) must  have  been
reviewed  by Agent to its satisfaction for all purposes  of  this
Agreement.

           (v)  The per annum rate of interest applicable at  all
times after the occurrence and during the continuance of an Event
of  Default  shall be the applicable rate of interest  set  forth
above  in  clauses  (i)  and (ii) of this  Section  3.1  plus  an
additional 2.000% per annum.

     3.2  Increased Costs.  If (i) there occurs any change in law
or   any  rules,  regulations,  guidelines  or  orders  (or   any
interpretations thereof) of a Governmental Authority or  any  new
laws, regulations or guidelines are promulgated, enacted, issued,
or  made or any request, requirement or directive (whether having
the  force  of  law) from any central bank or other  Governmental
Authority  is imposed or made effective (including a  requirement
which  affects  the  manner in which a Lender  allocates  capital
resources  to  any  of  its  credit  facilities,  including   its
Commitment  hereunder)  and (ii) as  a  result  of  such  change,
enactment,  or issuance a Lender, in its discretion exercised  in
good  faith,  determines  that (a) the rate  of  return  on  such
Lender's  capital  as  a  consequence of  its  credit  facilities
hereunder  is  reduced to a level below that  which  such  Lender
could  have  achieved  but  for such circumstances  (taking  into
consideration  such  Lender's policies with  respect  to  capital
adequacy  and  capital maintenance) by an amount deemed  by  such
Lender to be material or (b) such Lender is subjected to any  tax
of any kind whatsoever with respect to this Agreement or any loan
or  other  credit advanced under this Agreement or the  basis  of
taxation  of payments to such Lender of principal, fees, interest
or  other amounts payable under this Agreement is changed (except
a  tax  on  the  overall net income or capital  of  such  Lender,
including  "doing business," franchise and other similar  taxes),
then, and in each such case, such Lender may charge Borrowers  an
additional  fee  which  will  compensate  such  Lender  for  such
reduction  in  the rate of return caused by such requirements  or
for  such tax ("Additional Fee") so long as additional fees (with
respect to capital adequacy, capital maintenance and such  taxes)
are  being charged by such Lender to its other similarly situated
borrowers  to the extent such Lender is legally empowered  to  do
so.  In the event any Additional Fee is charged to Borrowers by a
Lender   under  this  Section  3.2,  Borrowers  may  prepay   the
Obligations in full without payment of the termination fee  under
Section  11.3 so long as such prepayment in full is  tendered  to
Agent  within  120 days following the date a Lender either  first
imposed  the  Additional  Fee  or  subsequently  increased   such
Additional Fee for a reason other than a change in the balance of
the Loans or the interest rates under Section 3.1.

      3.3  Closing Fee.  On the Closing Date, Borrowers will  pay
to Agent a closing fee in the total amount of $175,000.

      3.4   Unused  Commitment  Fee.   Commencing  on  the  first
Business  Day  of the first calendar month immediately  following
the Closing Date and continuing on the first Business Day of each
and  every  calendar month thereafter until the  Obligations  are
fully  paid and satisfied, Borrowers will pay to Agent,  for  the
account  of  each Lender, a fee ("Unused Commitment Fee")  in  an
amount  equal to (i) the average daily Unused Commitment of  each
Lender,  as  determined by Agent, during the  preceding  calendar
month  (or  portion  thereof during  which  any  portion  of  any
Revolving  Loans, including the Letter of Credit  Exposure,  were
outstanding)  for  which  the  Unused  Commitment  Fee  is  being
determined multiplied by (ii) the result obtained (expressed as a
percentage) by multiplying 0.375% by a fraction, the numerator of
which is the sum of days in such calendar month during which this
Agreement is outstanding and the denominator of which is 360.

     3.5  Letter of Credit Fees.  Borrowers will to pay to Agent,
for  the  account  of Lenders, with respect  to  each  Letter  of
Credit,  a  fee  ("LOC  Fee") of 1.50% per annum  on  the  amount
available to be drawn under each Letter of Credit.  Borrower will
pay to Agent, for the account of Issuing Lender, Issuing Lender's
then  current  issuance, opening, closing,  transfer,  amendment,
draw,   renewal,   negotiation  and  other   letter   of   credit
administration  fees and charges with respect to each  Letter  of
Credit. The LOC Fee is due and payable in advance on the issuance
of each Letter of Credit.

      3.6   Interest Rate Protection.  Subject to Section  10.10,
Borrowers  may, at Borrowers' cost, obtain and maintain  interest
rate  protection to protect against future increases in the Prime
Rate ("Interest Rate Agreements").

      3.7   Calculation  of  Certain Charges.   Accrued  interest
charges  and the fees and charges set forth in Sections  3.4  and
3.5  shall  be  computed on the basis of a year of 360  days  and
applied to actual days elapsed.  Except the fees and expenses set
forth  in  Sections 3.3 and 3.5 (which will be paid in accordance
with  such  Sections), all such charges and other fees  hereunder
shall be paid in arrears, and Borrowers will pay all such charges
and  other fees monthly to Agent, for the benefit of Lenders,  on
the  first  Business  Day of each month hereafter,  beginning  on
October 1, 1997.

     3.8  Payments; Charging Loan Account.

           3.8.1      Payments.  Borrowers promise to pay and  to
perform, observe and comply with when due all of the Obligations.
All   payments  to  be  made  by  Borrowers  on  account  of  the
Obligations will be made by Borrowers without setoff,  deduction,
offset,  recoupment or counterclaim in Dollars and in immediately
available  funds  and must be made before 2:00 p.m.,  Cincinnati,
Ohio   time,  on  the  due  date  thereof  to  Agent  at  Agent's
Cincinnati,  Ohio  main  branch located  at  425  Walnut  Street,
Cincinnati, Ohio 45202.  Funds received by Agent after that  time
will  be deemed to have been paid on the next succeeding Business
Day.  If any payment under this Agreement becomes due and payable
on  a  day other than a Business Day, the maturity of the payment
will  be extended to the next succeeding Business Day, and,  with
respect  to  payments  of  principal, interest  thereon  will  be
payable at the then applicable rate during that extension.

            3.8.2      Charging  of  Loan  Account;  Advances  of
Revolving  Loans.  Borrowers hereby irrevocably authorize  Agent,
at Agent's option, to charge any account of Borrowers at Agent or
charge  or  increase  the  Revolving Loans  for  the  payment  or
repayment  of any Obligations.  On the next subsequent Settlement
Date, Lenders will make their respective Percentage Shares of the
Revolving  Loans  made by Agent under authority granted  by  this
Section   3.8.2  available  to  Agent  in  accordance  with   the
procedures  and  subject to the conditions specified  in  Section
4.2.

      3.9   Maximum  Rate.  It is the intent  of  each  Borrower,
Agent,  Lenders,  and  all  persons  and  entities  primarily  or
secondarily  liable  under  this Agreement  and  the  other  Loan
Documents to conform strictly to those applicable laws (including
binding    judicial   or   administrative   interpretations    or
determinations of those laws) ("Applicable Laws")  regarding  the
contracting for, and charging and receiving of, interest for  the
use, forbearance and detention of money.   Agent and Lenders will
have  no right to claim, charge or receive, and no Borrower  will
have  any  obligation to pay, any Interest (as defined below)  in
excess  of  the  maximum amount permitted by the Applicable  Laws
(the "Maximum Amount") or in excess of the maximum rate permitted
by the Applicable Laws (the "Maximum Rate") on principal which is
outstanding   and  unpaid  from  time  to  time.   Any   Interest
contracted for, charged or received in excess of the Maximum Rate
or the Maximum Amount ("Excess Interest") will be deemed a result
of  a  bona  fide  error and a mistake.  Each Borrower,  and  all
persons  and entities primarily or secondarily liable under  this
Agreement  and of the other Loan Documents, recognize  that  with
fluctuations in the Prime Rate and the Maximum Rate, such a  bona
fide   error  and  a  mistake  could  inadvertently  occur.   The
determination  of whether the rate or amount of interest  charged
under  this  Agreement  or  under the  other  Loan  Documents  is
usurious  under  the Applicable Laws will be made by  amortizing,
prorating,  allocating and spreading in equal  parts  during  the
term  of this Agreement, all interest or other sums deemed to  be
interest  ("Interest")  at any time contracted  for,  charged  or
received  from  a Borrower (or on its behalf) in connection  with
this  Agreement  or  any  other  Loan  Document.  Notwithstanding
anything  to  the contrary in this Agreement or  any  other  Loan
Document,  if  Excess  Interest  is  charged  or  received,  each
Borrower  stipulates  that any Excess Interest  will  be,  first,
applied   to  reduce  then  unpaid  principal  balance   of   the
Obligations;  second,  applied to any  other  unpaid  Obligations
other  than  Interest  which  is  Excess  Interest;  and,  third,
returned  to  Borrower  if  all  of the  Obligations  (determined
exclusive  of Excess Interest) have been satisfied.   By  signing
this  Agreement,  each Borrower agrees that  (a)  the  credit  or
return of any Excess Interest to it will constitute acceptance by
it  of  the payment or credit of the Excess Interest, and (b)  it
will  not  seek  or pursue any other remedy, legal or  equitable,
against  Agent or any Lender based, in whole or in part,  on  the
charging  or  receiving of any interest in excess of the  Maximum
Amount or the Maximum Rate.  In no event will Agent or any Lender
be  subject  to  any of the penalties provided by the  Applicable
Laws  for  contracting  for, charging  or  receiving  any  Excess
Interest.  Any  Excess Interest which is unpaid  will  be  deemed
canceled.

      3.10 Monthly Loan Activity Accountings.  Agent will provide
Borrowers  monthly  with  a statement of  advances,  charges  and
payments  made  pursuant  to  this Agreement,  and  such  account
rendered  by Agent shall be conclusive evidence of the amount  of
the Obligations owing and unpaid by Borrowers and shall be deemed
to  be  an account stated and binding as against Borrowers unless
such statement contains manifest errors.

4.   APPORTIONMENTS OF PAYMENTS; SETTLEMENTS AMONG LENDERS;
     PARTICIPATIONS IN LETTERS OF CREDIT.

     4.1  Apportionment of Payments; Pro Rata Treatment.

            4.1.1      Apportionment  of  Payments.   Subject  to
Sections  4.2  and  4.4:  (i) aggregate  principal  and  interest
payments received by Agent in finally collected funds on  account
of  the  Loans  will be apportioned by Agent pro rata  among  all
Lenders  (apportioned  according to  the  daily,  average  unpaid
principal balance held by each Lender of the applicable Loan with
respect to which the payment was received); however, for purposes
of  this  Section  4.1,  the aggregate principal  amount  of  any
Overadvances  will  be deemed paid first; (ii)  unless  otherwise
agreed  to  by Agent and Lenders, aggregate payments received  by
Agent in finally collected funds of all fees and other amounts to
be  paid by Borrowers under the terms of this Agreement to  Agent
for  the account of Lenders will be apportioned by Agent pro rata
among  all  Lenders  according  to  their  respective  Percentage
Shares;  and  (iii)  aggregate principal  and  interest  payments
received  by  Agent  in finally collected  funds  on  account  of
Unreimbursed Drawings will be apportioned by Agent pro rata among
all Lenders which have paid their respective Percentage Share  of
any   Unreimbursed   Drawings  to  Issuing  Lender   (apportioned
according to the daily, average unpaid principal balance  of  the
Unreimbursed Drawings held by each Lender with respect  to  which
the  payment  was  received).  Notwithstanding  anything  to  the
contrary in this Section 4.1.1, the foregoing provisions in  this
Section  4.1.1, except as provided in clause (i) with respect  to
Overadvances,  do  not  constitute an  ordering  of  priority  of
payments.

           4.1.2      Pro  Rata  Treatment.   If  any  Lender  (a
"benefited Lender") at any time receives any payment  of  all  or
part  of  its Loans owing to it or its Letter of Credit Exposure,
any  interest on those amounts, or any collateral in  respect  of
any   or   all   of   the  foregoing  (whether   voluntarily   or
involuntarily,  by set-off, pursuant to events or proceedings  of
the  nature referred to in Sections 12.1(i)(d) or 12.1(i)(e),  or
otherwise),  in  a  greater proportion than  any  payment  to  or
collateral  received by any other Lender, if any, in  respect  of
the  other  Lender's Loans owing to it or its  Letter  of  Credit
Exposure,  as the case may be, or any interest on those  amounts,
the  benefited Lender will (i) purchase for cash from  the  other
Lenders  a  participating interest in that portion of each  other
Lender's Loans owing to each of them and each of their Letter  of
Credit  Exposure, as the case may be, or (ii) provide  the  other
Lenders  with the benefits of any collateral, or the proceeds  of
any  collateral obtained by the benefited Lender, as is necessary
to  cause  the  benefited Lender to share the excess  payment  or
benefits  of  the applicable collateral or proceeds ratably  with
each of the other Lenders; however, if all or any portion of that
excess  payment  or  benefits is thereafter  recovered  from  the
benefited Lender, the purchase by the benefited Lender  from  the
other  Lenders  will  be rescinded, and the  purchase  price  and
benefits  returned, to the extent of such recovery,  but  without
interest unless the benefited Lender is obligated to pay interest
to the applicable Person in which case the other Lenders will pay
their pro rata share of the interest payment.

     4.2  Settlements.

           4.2.1      Weekly  Settlement.  If Agent  has  elected
weekly  settlement procedures, Agent will advise each  Lender  by
telephone (confirmed by telecopier), telex or telecopy  by  12:00
noon,  Cincinnati,  Ohio time, on Thursday (or,  upon  notice  to
Lenders,  some  other day of the week elected by Agent)  of  each
week  (the  "Weekly  Settlement Date")  of  the  amount  of  each
Lender's pro rata share of (i) all Revolving Loans made by Agent,
for  the  benefit  of  Lenders, since the  immediately  preceding
Weekly  Settlement  Date;  (ii) all payments  of  principal  with
respect to Revolving Loans received by Agent in finally collected
funds  since  the  immediately preceding Weekly Settlement  Date;
(iii)  the  amount of any payments of interest on  the  Revolving
Loans  and  any payment of fees and other amounts to be  paid  by
Borrowers  under  the terms of this Agreement to  Agent  for  the
account  of Lenders which have been received by Agent in  finally
collected funds since the immediately preceding Weekly Settlement
Date;  and  (iv) the Letter of Credit Exposure of all Letters  of
Credit  issued and, as applicable, canceled since the immediately
preceding  Weekly  Settlement Date.  On  each  Weekly  Settlement
Date, the party from whom payment is due will make the amount due
available to the other party, in immediately available funds,  by
wire  transfer to the other party's account, not later than  2:30
p.m., Cincinnati, Ohio time, so long as the party to whom payment
is  being  made has made all payments required to be made  by  it
under this Agreement to the other party.

          4.2.2     Daily Settlement.  Notwithstanding the weekly
settlement procedures in Section 4.2.1, Agent may, at its  option
at any time, including whenever Agent is asked to make an advance
of  a  Revolving  Loan  (whether via the Controlled  Disbursement
Account  or  otherwise), elect to have a  daily  settlement  with
respect  to any requested advance of a Revolving Loan.  If  Agent
elects  to have a daily settlement, (i) it must promptly (but  in
no  event  later than 12:00 noon, Cincinnati, Ohio time,  on  the
proposed   Borrowing  Date)  advise  each  Lender  by   telephone
(confirmed  by  telecopier), telex or telecopy of  the  requested
Borrowing  Date (the applicable date being, the "Daily Settlement
Date"),  the amount of the requested advance, and the  amount  of
each  Lender's Percentage Share and (ii) each Lender will pay  to
Agent  the  amount  of  the  Lender's  Percentage  Share  of  the
requested Revolving Loan, in immediately available funds,  before
2:30 p.m., Cincinnati, Ohio time, on the proposed Borrowing Date.
Whenever Agent has elected a Daily Settlement Date, and  as  long
as  Agent's  election remains in effect, Agent will pay  to  each
Lender  its pro rata share of all payments, if any, described  in
Section  4.2.1, which were received by Agent in finally collected
funds on or before 2:30 p.m., Cincinnati, Ohio time, on the  next
Business Day following receipt by Agent, so long as a Lender  has
made all payments required to be made by it under this Agreement.

           4.2.3      Interest  on  Unpaid Settlements.   If  any
payment  required under Sections 4.2.1 or 4.2.2 is not, in  fact,
made  by the party from whom payment is due ("Paying Party") when
due, the party to whom payment is due ("Receiving Party") will be
entitled  to  recover the applicable amount on Receiving  Party's
demand  (which must be promptly made), together with interest  on
the  applicable amount at the Federal Funds Rate,  for  each  day
from  the  applicable  Settlement Date on  which  the  applicable
amount  was  due  until that amount is paid.   A  certificate  of
Receiving  Party submitted to Paying Party with  respect  to  any
amounts  owing  under  this Section 4.2.3  will  be  binding  and
conclusive in the absence of manifest error.

     4.3  Letter of Credit Participations by Lenders.

           4.3.1      Participation.  Issuing Lender  irrevocably
agrees  to grant and hereby grants to each Lender, and, to induce
Issuing  Lender to issue Letters of Credit under this  Agreement,
each  Lender irrevocably agrees to accept and purchase and hereby
accepts  and  purchases from Issuing Lender,  on  the  terms  and
conditions  stated in this Section 4.3.1, for each  Lender's  own
account  and  risk, an undivided interest equal to each  Lender's
Percentage  Share  (determined on the date of  issuance  of  each
Letter  of Credit) in the Letter of Credit Exposure.  Each Lender
unconditionally and irrevocably agrees with Issuing Lender  that,
if  a  draft is paid under any Letter of Credit for which Issuing
Lender is not reimbursed in full by Borrowers in accordance  with
Section  2.3.4, each Lender will pay to Issuing Lender an  amount
equal  to  each Lender's Percentage Share of the amount  of  that
draft  or any part of that draft which is not so reimbursed under
all applicable Letters of Credit (each drawing so unreimbursed by
Borrowers   being   called  an  "Unreimbursed   Drawing").    The
obligations  of Lenders to make payments to Issuing  Lender  with
respect  to Letters of Credit is not subject to any qualification
or  exception whatsoever and shall be made in accordance with the
terms  and  conditions of this Agreement under all circumstances,
including any of the circumstances described in Section 2.3.7.

          4.3.2     Payment of Unreimbursed Drawing.  Each Lender
will  pay to Issuing Lender the amount of the Lender's Percentage
Share  of  all Unreimbursed Drawings under any Letters of  Credit
for  which  there are any Unreimbursed Drawings,  in  immediately
available funds, by the end of the Business Day which immediately
follows  the  Business Day on which Lender received  notice  from
Issuing   Lender   by  telephone,  telex  or  telecopy   of   the
Unreimbursed Drawing or Drawings.  If any amount required  to  be
paid  by  any  Lender to Issuing Lender pursuant to this  Section
4.3.2  in respect of any Unreimbursed Drawings is not paid  by  a
Lender  when  due  in  accordance with the immediately  preceding
sentence,  the  applicable Lender will pay to Issuing  Lender  on
Issuing  Lender's  demand  an  amount  equal  to  the  applicable
Percentage  Share  of  the  Unreimbursed  Drawing  together  with
interest  on the applicable amount at the Federal Funds Rate  for
each  day from the original due date until that applicable amount
is  paid  to  Issuing Lender.  A certificate  of  Issuing  Lender
submitted  to any Lender with respect to any amounts owing  under
this  Section 4.3.2 will be binding and conclusive in the absence
of manifest error.

          4.3.3     Recovery of Unreimbursed Drawings.  Whenever,
at  any  time  after  Issuing Lender has made payment  under  any
Letter  of  Credit and has received from a Lender its  Percentage
Share  of  any  Unreimbursed Drawings in accordance with  Section
4.3.2,  Issuing  Lender  receives  any  payment  related  to  any
Unreimbursed   Drawing  (whether  directly  from   Borrowers   or
otherwise, including proceeds of Loan Collateral applied  to  the
applicable  Unreimbursed Drawings by Agent  pursuant  to  Section
4.1), or any payment of interest from Borrowers on account of any
Unreimbursed  Drawings, Issuing Lender will  distribute  to  each
Lender  its  pro rata share of the applicable amount received  by
Issuing  Lender  on  the Business Day immediately  following  the
Business  Day  on  which Issuing Lender received  the  applicable
amount  in  finally  collected  funds;  however,  if  any  amount
received by Issuing Lender is required to be returned by  Issuing
Lender, each Lender will return to Issuing Lender the portion  of
the  amount  previously distributed to it by Issuing Lender,  but
without  interest  unless  Issuing Lender  is  obligated  to  pay
interest to the applicable Person in which case the other Lenders
will pay their pro rata share of the interest payment.

       4.4    Allocation  of  Payments  Following   Acceleration.
Aggregate  cash  proceeds received by Agent in finally  collected
funds   from   the   sale   or  other  disposition,   collection,
liquidation, or realization of any or all of the Loan Collateral,
following the occurrence of any Event of Default and acceleration
of  the Obligations, will be allocated, subject to the provisions
of this Agreement, to the Obligations in the following order:

          first, to interest due with respect to all Loans;

           second, to principal of the Revolving Loans and to pay
drawings under, or provide cash collateral in respect of, Letters
of Credit to the extent contemplated in Section 14.3;

            third,   to  any  fees,  expense  reimbursements   or
indemnities then due to Agent or Issuing Lender from Borrowers or
from any Lender under this Agreement;

            fourth,  to  any  fees,  expense  reimbursements   or
indemnities then due to Lenders from Borrowers; and

           fifth, to the payment of any other Obligations due  to
Agent or Lenders from Borrowers.

Agent will distribute to each Lender at its address set forth  on
the  applicable signature page of this Agreement, or at any other
address  as a Lender may request in writing, the amount of  funds
as  the Lender may be entitled to receive in accordance with  the
terms  of this Agreement and the settlement procedures set  forth
in Section 4.2.

      4.5   No  Third Party Beneficiary.  The provisions of  this
Section  4  are solely for the benefit of Agent and Lenders,  and
none  of  Borrowers  nor any Additional Borrower  will  have  any
rights  as a third party beneficiary of any of the provisions  of
this Section 4.

5.   NATURE OF BORROWERS' OBLIGATIONS; GUARANTY.

     5.1  Joint, Several and Primary Obligations. The Obligations
of  Borrowers  under this Agreement and the other Loan  Documents
are joint, several and primary.  No Borrower will be or be deemed
to  be  an  accommodation party with respect to any of  the  Loan
Documents.   For purposes of advancing funds, issuing Letters  of
Credit,   rendering  statements,  receiving  requests  from,   or
otherwise   communicating   with   Borrowers   or   in    Agent's
administration of this loan transaction, Midcoast,  Little  Rock,
SabreTech, Dimension and Turbotech each hereby authorize Agent to
treat Sabreliner as the sole agent for all of them under the Loan
Documents  and to deal with it exclusively, and any act  done  or
omitted  or any document, certificate, or instrument executed  or
delivered  by  Sabreliner for Midcoast, Little  Rock,  SabreTech,
Dimension, Turbotech or any one or more of them, will be  binding
on each of them.

      5.2.  Consolidated Borrowings.  To induce Agent and Lenders
to  enter into this Agreement and to make advances of the  Loans,
and  issue the Letters of Credit in the manner set forth in  this
Agreement,  each Borrower hereby represents, warrants,  covenants
and states to Agent and Lenders that:

           (i)   Sabreliner is the sole shareholder of  Midcoast,
SabreTech,  Dimension,  and  Turbotech,  Midcoast  is  the   sole
shareholder of Little Rock, and Midcoast, Little Rock, SabreTech,
Dimension   and   Turbotech  are  substantially  dependent   upon
Sabreliner  for  their  respective  working  capital,   strategic
management, financial needs and technology;

           (ii)  Borrowers  desire  to  utilize  their  borrowing
potential  on a consolidated basis, to the extent(s) possible  as
if   they  were  merged  into  a  single  corporate  entity  and,
consistent  with realizing such potential, to make  available  to
Agent  and  Lenders  security commensurate with  the  amount  and
nature of their aggregate borrowings;

           (iii)     each of Sabreliner and its Subsidiaries  has
determined that it will benefit specifically and materially  from
the  advances of credit contemplated by this Agreement  and  that
under  a  joint  and several loan facility it is able  to  obtain
financing on terms more favorable than otherwise available to  it
separately; and

          (iv) Sabreliner and its Subsidiaries have requested and
bargained  for  the structure and terms of and security  for  the
advances contemplated by this Agreement.

      5.3.  Guaranties.  It is both a condition precedent to  the
obligations  of  Agent  and Lenders under this  Agreement  and  a
desire  of Borrowers that Borrowers execute and deliver to Agent,
for   the  benefit  of  Lenders,  this  Agreement,  the  Security
Agreement, and to the extent required thereunder, the other  Loan
Documents, and also execute and deliver to Agent, for the benefit
of  Lenders,  an irrevocable and unconditional cross-guaranty  of
the full and prompt payment of the Obligations and performance of
the  Loan Documents by each of them in accordance with the  terms
of a Guaranty in the form of Exhibit 5.3.

6.   SECURITY.  The Obligations shall be secured (for application
in  such  order  as may be determined by Agent in its  discretion
exercised in good faith) by a first priority security interest in
all  of the (i) Collateral pursuant to the Security Agreement and
accompanying financing statements, and (b) other Loan  Collateral
given from time to time as security for the Obligations.

7.   RECEIVABLES; INVENTORY; COLLECTION OF RECEIVABLES;  DISPUTED
     RECEIVABLES; PROCEEDS OF INVENTORY.

      7.1   Agreements  Regarding Receivables.  No  Borrower  may
backdate,  postdate  or redate any of its invoices  or  make  any
sales  on  extended  dating  or  credit  terms  beyond  that  (i)
customary  in  Borrower's industry and (ii)  approved  by  Agent.
Borrowers  shall  notify Agent promptly on a Borrower's  learning
thereof  if  any Eligible Receivable becomes ineligible  for  any
reason,  other  than  the aging of such Receivable,  and  of  the
reasons  for such ineligibility.  Each Borrower will also  notify
Agent  promptly of all material disputes and claims with  respect
to  its  Receivables, and Borrowers will settle  or  adjust  such
material disputes and claims at no expense to Agent; however,  no
Borrower  may,  without Agent's consent grant (i)  any  discount,
credit  or  allowance in respect of its Receivables  outside  the
ordinary  course  of  business  or (ii)  any  materially  adverse
extension,  compromise or settlement to any customer  or  account
debtor.   Nothing permitted by this Section 7.1 or  Section  7.2,
however,  may  be construed to alter in any way the criteria  for
Eligible  Receivables or Eligible Inventory provided  in  Section
1.1.

      7.2   Agreements Regarding Inventory.  Each Borrower  shall
notify  Agent promptly of all material returns and recoveries  of
Inventory.  Without Agent's prior consent and compliance with the
applicable terms of the Security Agreement, no Borrower will  (i)
accept  any returns of Inventory outside the ordinary  course  of
business,  (ii) enter into any agreement, practice,  arrangement,
or  transaction  under  which title  to,  or  ownership  of,  any
Inventory  which is being sold by a Borrower is, or  purports  to
be,  transferred  to,  or  held  by,  a  Person  other  than  the
applicable  Borrower before such Inventory is delivered  to  such
Person  by  the Borrower, (iii) make a sale of Inventory  to  any
customer  on  a bill-and-hold, guaranteed sale, sale  or  return,
sale  on approval, consignment or any other repurchase or  return
basis,  or  (iv) store any Inventory with, or place any Inventory
in   the   possession  or  control  of,  any  bailee,  processor,
warehouseman,  consignee or any other Person not  a  party  to  a
bailee  or  warehouseman's or similar agreement with Agent  under
any arrangement, practice or agreement (oral or written).

     7.3  Locked Boxes.  Borrowers have rented and shall continue
to  rent the post office boxes identified in Exhibit 7.3, or such
other  post office boxes as Agent may notify Borrowers from  time
to  time  (individually, a "Locked Box," and,  collectively,  the
"Locked  Boxes").  Borrowers shall notify all of their  customers
and  account debtors to forward all remittances of every kind due
Borrowers ("Remittances") to the Locked Boxes (such notices to be
in  such  form  and substance as Agent may require from  time  to
time),  and  immediately  upon receipt thereof,  Borrowers  shall
deposit   all  other  proceeds  of  Receivables  or  other   Loan
Collateral  into  the Locked Box (or into a Special  Account,  as
defined  in  Section 7.4).  Agent shall have sole access  to  the
Locked  Boxes at all times, and Borrowers shall take  all  action
necessary to grant Agent such sole access.  At no time shall  any
Borrower  remove  any  item from any Locked Box  without  Agent's
prior  written consent, and no Borrower shall notify any customer
or  account  debtor to pay any Remittance to any other  place  or
address  without Agent's prior written consent.  If any  Borrower
should neglect or refuse to notify any customer or account debtor
to  pay  any  Remittance  to the Locked  Boxes,  Agent  shall  be
entitled to make such notification.  Each Borrower hereby  grants
to  Agent  an  irrevocable  power of attorney,  coupled  with  an
interest,  to  take in each Borrower's name all action  necessary
(a)  to  grant  Agent  sole access to the Locked  Boxes,  (b)  to
contact account debtors to pay any Remittance to the Locked Boxes
in  the event that any such account debtor is not paying any such
Remittance  to  the Locked Boxes, (c) to contact account  debtors
for  any  reason upon the occurrence of an Event of Default,  and
(d)  to endorse each Remittance delivered to the Locked Boxes for
deposit to a Special Account.

      7.4   Special Account and Blocked Account.  Upon collection
of  Remittances and other proceeds of Receivables and other  Loan
Collateral from the Locked Boxes, Agent shall deposit the same in
the  special  accounts of the respective Borrowers  at  Agent  as
identified in Exhibit 7.4 (each a "Special Account").   In  order
to  provide for collection and forwarding to Agent of Remittances
and  other proceeds of Receivables and other Loan Collateral that
continue  to  be sent on and after the date of this Agreement  to
the Borrowers' respective blocked account banks as identified  in
Exhibit  7.4  (each  such bank being called  a  "Blocked  Account
Bank"),  each  Borrower and Agent are (or will be  prior  to  any
funding hereunder) parties to a Blocked Account Agreement in form
and   substance   satisfactory  to  Agent  (a  "Blocked   Account
Agreement") with the applicable Blocked Account Bank pursuant  to
which  the  blocked  accounts  identified  in  Exhibit  7.4   are
established and maintained by the applicable Blocked Account Bank
(each a "Blocked Account").  Upon collection of Remittances  from
a  Blocked Account, Agent shall deposit the same in the  transfer
account  of  the  applicable Borrower at Agent as  identified  in
Exhibit  7.4  (a  "Transfer Account").  Any Remittance  or  other
proceeds of Receivables or other Loan Collateral received by  any
Borrower  shall  be  deemed held by Borrowers  in  trust  and  as
fiduciary for Agent, and Borrowers immediately shall deliver  the
same,  in  its  original form, to Agent into  the  Locked  Boxes.
Pending  such  deposit, each Borrower agrees  that  it  will  not
commingle any such Remittance or other proceeds of Receivables or
other  Loan  Collateral with any of a Borrower's other  funds  or
property, but will hold it separate and apart therefrom in  trust
for  Agent  until  deposit  is made into  the  Locked  Boxes,  or
applicable Special Account or Transfer Account.  All deposits  to
a  Special  Account,  the Locked Boxes, a Blocked  Account  or  a
Transfer  Account shall be Agent's property and shall be  subject
only  to  the signing authority designated from time to  time  by
Agent, and no Borrower shall have any interest therein or control
over  such  deposits or funds.  Agent shall have sole  access  to
each  Special Account and Transfer Account, and no Borrower shall
have  any  access thereto nor to any Blocked Account.  Agent  and
Lenders shall have, and each Borrower hereby grants to Agent  and
Lenders,  a  security interest in all funds held in each  Special
Account, Blocked Account and Transfer Account as security for the
Obligations.  Each Special Account, Blocked Account and  Transfer
Account  shall not be subject to any deduction, set-off, banker's
lien  or  any other right in favor or any person or entity  other
than  Agent.   Deposits to each Special Account, Blocked  Account
and  Transfer Account shall be applied first to the principal and
interest  of  the  Revolving  Loans,  and  second  to  the  other
Obligations  in such order and method of application  as  may  be
elected by Agent in its discretion exercised in good faith.   Any
funds  in a Special Account, Blocked Account or Transfer  Account
remaining  after  the  applications set forth  in  the  preceding
sentence  may,  at  Agent's option, be  paid  over  by  Agent  to
Borrowers  or  retained  in  a Special Account,  Blocked  Account
and/or   Transfer   Account  as  continuing  security   for   the
Obligations.   Each Borrower hereby indemnifies and  holds  Agent
and  Lenders  harmless from and against any loss or  damage  with
respect to any Remittance deposited in a Special Account, Blocked
Account,  Transfer  Account, or any or  all  of  them,  which  is
dishonored  or  returned  for  any  reason.   If  any  Remittance
deposited in a Special Account, Blocked Account, Transfer Account
(or  any or all of them) is dishonored or returned unpaid for any
reason,  Agent, in its discretion, may charge the amount of  such
dishonored or returned Remittance directly against Borrowers  and
any account maintained by any Borrower with Agent and such amount
shall  be deemed part of the Obligations hereunder.  Agent  shall
not  be  liable for any loss or damage resulting from any  error,
omission,  failure or negligence on the part of Agent under  this
Agreement,  but  shall  be liable for any  such  loss  or  damage
resulting  from  Agent's gross negligence or willful  misconduct.
Until  a  payment  is  received by Agent for Agent's  account  in
Cincinnati, Ohio in finally collected funds, all risks associated
with such payment, including risks associated with the failure of
a  Blocked  Account Bank at which a Blocked Account  is  located,
will be borne solely by Borrowers.

       7.5   Crediting  of  Remittances.   For  the  purpose   of
calculating  interest,  all Remittances  and  other  proceeds  of
Receivables  and  other  Loan Collateral  shall  be  credited  to
Borrowers  (conditional upon final collection) two Business  Days
after  Agent's  Structured Capital Division  receives  notice  of
deposit  of the same into a Special Account or Transfer  Account;
provided,  however, in the event that Agent's Structured  Capital
Division receives notice of such deposit later than 12:00 noon on
any Business Day, such Remittance deposited shall be credited  to
Borrowers  (conditional upon final collection) two Business  Days
after  such  deposit; and provided, further, that  the  time  for
crediting  Remittances by the United States of America  shall  be
one  Business  Day shorter than provided above in this  sentence.
For  the  purpose of determining the aggregate loan  availability
and  the  Unused  Commitment  Fee under  Section  3.4,  all  such
Remittances  shall  be  credited on the  Business  Day  on  which
Agent's  Structured  Capital Division  receives  notice  of  such
deposit into a Special Account or Transfer Account.  From time to
time,  Agent may adopt such regulations and procedures as it  may
deem reasonable and appropriate with respect to the operation  of
a  Special  Account,  the  Locked Boxes,  a  Blocked  Account,  a
Transfer  Account and the services to be provided by Agent  under
this  Agreement  so long as the adoption of such regulations  and
procedures will not change the material terms of this Agreement.

     7.6  Cost of Collection.  All reasonable costs of collection
of any Borrower's Receivables, including attorneys' fees, out-of-
pocket expenses, administrative and recordkeeping costs, and  all
service  charges  and  costs related  to  the  establishment  and
maintenance  of  the Locked Boxes, a Special Account,  a  Blocked
Account  and a Transfer Account, shall be the sole responsibility
of  Borrowers,  whether  the same are  incurred  by  Agent  or  a
Borrower,  and  Agent, at its discretion,  may  charge  the  same
against Borrowers and any account maintained by any Borrower with
Agent  and  the  same  shall be deemed part  of  the  Obligations
hereunder.

8.   EXAMINATION OF LOAN COLLATERAL; REPORTING.

      8.1  Maintenance of Books and Records.  Each Borrower shall
keep  and  maintain complete books of account, records and  files
with respect to its business in accordance with GAAP consistently
applied   and   shall  accurately  and  completely   record   all
transactions  therein.  Each Borrower will maintain  a  perpetual
inventory system in respect of its Inventory.

      8.2   Access and Inspection.  Agent and Lenders may at  all
times  during normal business hours have (i) access to,  and  the
right  to  examine and inspect, all of each Borrower's  real  and
personal  property and (ii) access to, and the right to  inspect,
audit  and  make  extracts from, all of each Borrower's  records,
files  and  books  of account, and Borrowers  shall  execute  and
deliver  at  the  request of Agent such  instruments  as  may  be
necessary  for  Agent  or  Lenders  to  obtain  such  information
concerning the business of each Borrower as Agent or Lenders  may
reasonably require from any Person; however, unless an  Event  of
Default  has  occurred or exists, Agent and Lenders will  give  a
Borrower  reasonable notice before it makes the  inspections  and
examinations  at  any Borrower's Facility.  Each  Borrower  shall
furnish  Agent  or  Lenders  at reasonable  intervals  with  such
statements  and  reports  regarding  each  Borrower's   financial
condition and the results of its operations, in addition to those
hereinafter  required,  and such other information  as  Agent  or
Lenders may reasonably request from time to time.

      8.3   Reporting Regarding Receivables. Not less  frequently
than  monthly, and more frequently if Agent shall  require  or  a
Borrower  shall  so  elect, Borrowers shall deliver  to  Agent  a
borrowing  base  certificate  in  the  form  of  Exhibit  8.3  (a
"Borrowing   Base   Certificate")   and   acceptable   supporting
documentation thereto.  Not less frequently than weekly, and more
frequently if Agent shall require or a Borrower shall  so  elect,
Borrowers  will  deliver to Agent a report listing  all  of  each
Borrower's  Receivables which arise out  of  a  contract  with  a
Governmental Authority or are otherwise subject to an  Assignment
of  Claims Law.  By no later than the 25th day after the  end  of
each  calendar month, or sooner if available, each Borrower shall
deliver  to  Agent monthly agings, broken down  by  due  date  or
invoice  date,  as  applicable,  of  Receivables,  in  each  case
reconciled to the Borrowing Base Certificate for the end of  such
month  and each Borrower's general ledger, and setting forth  any
changes  in  the reserves made for bad accounts or any extensions
of  the  maturity of, any refinancing of, or any  other  material
changes  in  the  terms of any Receivables,  together  with  such
further information with respect thereto as Agent may require.

      8.4   Reporting  Regarding Inventory.  Each  Borrower  will
undertake  a physical count of its Inventory at least  once  each
fiscal  year in accordance with procedures approved by Borrowers'
independent certified public accountants and Agent.  By no  later
than  the  25th  day after the end of each calendar  month,  each
Borrower shall submit to Agent an inventory report reconciled  to
(i)  the  Borrowing Base Certificate for the end of  such  month,
(ii) each Borrower's inventory records, and (iii) each Borrower's
general  ledger,  broken  down into such  detail  and  with  such
categories as Agent shall reasonably require (including, but  not
limited  to, a report indicating the type, location,  and  dollar
value  of  each  Borrower's Raw Materials, Work-in-Process,  Pre-
Owned  Aircraft  and  Finished Goods  Inventory,  and  all  other
information deemed necessary by Agent to determine levels of that
which is and is not Eligible Inventory).  Values shown on reports
of  Inventory  shall  be at the lower of  cost  or  market  value
determined  on  the basis of average cost.  Not  less  frequently
than  monthly, and more frequently if Agent shall  require  or  a
Borrower shall so elect, each Borrower shall deliver to  Agent  a
Borrowing    Base   Certificate,   and   acceptable    supporting
documentation  thereto, reporting the value  of  each  Borrower's
Inventory  as  of  the end of the immediately preceding  calendar
month  period  for which any Borrower has provided  an  inventory
report in accordance with this Section 8.4.

      8.5   Monthly  Financial Statements;  Payable  Information.
Promptly when available and in any event not later than  30  days
after  the  end  of each month occurring after the Closing  Date,
Borrowers  shall furnish to Agent monthly consolidating financial
statements,  (a) showing each Borrower's financial condition  and
the results of each Borrower's operations for the periods covered
by  such statements in such detail as Agent may from time to time
require,  (b)  prepared  in  accordance  with  GAAP  consistently
applied  (except  the  omission of  footnotes  and  as  otherwise
disclosed  to Agent to the extent such exceptions are  acceptable
to  Agent), and (c) containing all disclosures required to  fully
and  accurately  present the financial position  and  results  of
operations   of   each  Borrower  (subject  to  normal   year-end
adjustments  and  the omission of footnotes)  and  to  make  such
statements not misleading under the circumstances.  By  no  later
than the 30th day after the end of each calendar month, or sooner
if available, each Borrower shall deliver to Agent monthly agings
of  accounts  payable  listed  by  invoice  date,  in  each  case
reconciled to each Borrower's general ledger.

      8.6  Annual Projections.  At least 30 days prior to the end
of  each  of Borrower's fiscal years, each Borrower shall furnish
to  Agent  detailed  projections for the next 12  months  setting
forth  projected income and cash flow for each month, the monthly
operating  budget,  the monthly balance sheet,  and  the  monthly
borrowing availability of each Borrower, in each case accompanied
by  a  certificate  of such Borrower's chief  financial  officer,
countersigned by such Borrower's chief executive officer, stating
(i)  the assumptions on which the projections were prepared, (ii)
that the assumptions, except as otherwise noted, were prepared on
a  consistent basis with the operation of the Borrower's business
during  the  immediately preceding fiscal year and  with  factors
known  to  exist as of the date of the certificate or  reasonably
anticipated   to  exist  during  the  periods  covered   by   the
projections, and (iii) that the officers signing the  certificate
have  no reason to believe that the projections are incorrect  or
misleading in any material respect.

      8.7   Audited  Annual Financial Statements.  Promptly  when
available and in any event not later than 90 days after  the  end
of  each  of Borrower's fiscal years, Borrowers shall  submit  to
Agent   consolidated   financial   statements   prepared   in   a
consolidating manner, showing Borrowers' financial condition, the
results of operations, a balance sheet and related statements  of
income,  shareholders'  equity, and changes  in  cash  flows  and
financial  position  for  the  year  then  ended.   Such   annual
consolidated  financial statements, prepared in  a  consolidating
manner,  shall  be audited in accordance with generally  accepted
auditing  standards by an independent certified public accountant
reasonably  acceptable  to  Agent  and  shall  be  prepared   and
presented in accordance with GAAP consistently applied.

      8.8   Management Reports.  Each Borrower shall  furnish  to
Agent promptly upon receipt copies of all management letters  and
any  other  material  reports provided by Borrowers'  independent
accountants.    Each   Borrower  hereby   authorizes   Agent   to
communicate  directly with Borrowers' independent accountants  to
discuss each Borrower's financial statements.

      8.9   Comparisons to Financials; Certificates.   With  each
monthly  or annual financial statement submitted by Borrowers  to
Agent  under  Sections 8.5 and 8.7, each Borrower will  accompany
each of such financial statements with: (i) a comparison prepared
by  each Borrower of the projected financial position and results
of  operations of a Borrower provided for in Section 8.6 with the
actual  financial position and results of operations of Borrowers
for  the  applicable period and an explanation  of  any  material
variations between them; and (ii) a comparison prepared  by  each
Borrower  between  actual calculated results for  the  applicable
period  and  the  covenanted results for each  of  the  Financial
Covenants  (as  defined in Section 10.29).  Each  Borrower  shall
also  furnish Agent together with all materials required pursuant
to  Section  8.5,  Section 8.6, and Section  8.7,  a  certificate
signed  by the chief financial officer of a Borrower in the  form
of Exhibit 8.9.

      8.10  Tax  Returns;  Consolidated  Information;  Additional
Information.  Promptly when available and in any event not  later
than  10  Business Days after the filing of its tax returns  with
each  applicable Governmental Authority, Borrowers shall  deliver
to  Agent  a  copy  of  all tax returns and  schedules  filed  by
Borrowers in respect of each fiscal year ending on and after June
30,  1996.  Each Borrower shall furnish all other information  as
Agent may reasonably request from time to time.

9.    WARRANTIES,  REPRESENTATIONS AND COVENANTS.   In  order  to
induce  Agent  and  Lenders to enter into this Agreement  and  to
induce  Lenders to make Loans hereunder, each Borrower  warrants,
represents  and covenants that, as of the date hereof,  any  date
upon  which  a Loan is made hereunder, and until the  Obligations
are  fully  paid,  performed and satisfied, the  representations,
warranties  and  covenants set forth below are and  shall  remain
true.

      9.1  Corporate Status.  Each Borrower (i) is duly organized
and  is  and  shall remain validly existing and in good  standing
under  the  laws of the State of its respective incorporation  as
shown  on  Exhibit 9.1, and is and shall remain qualified  to  do
business  as a foreign corporation under the laws of  the  States
listed on Exhibit 9.1 and of each other jurisdiction in which the
failure  to  be so qualified and in good standing  would  have  a
Material  Adverse  Effect, and (ii) has and  shall  maintain  all
requisite power and authority, corporate or otherwise, to conduct
its  business,  to  own  its property, to  execute,  deliver  and
perform  all of its obligations under this Agreement and each  of
the  other  Loan Documents, and to grant the Liens  on  the  Loan
Collateral.

      9.2  Due Authorization; Validity.  The signing and delivery
of  the  Loan Documents, the performance by each Borrower of  its
Obligations under the Loan Documents and the grant of  the  Liens
on  or  security interests in the Loan Collateral to  Agent  have
been  duly authorized by all requisite corporate or other  action
of  each  Borrower.  This Agreement and each of  the  other  Loan
Documents  to which they are a party have been duly executed  and
delivered  by each Borrower, and each will constitute,  upon  the
due execution and delivery thereof, the legal, valid, and binding
obligations of each Borrower enforceable in accordance with their
respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws  affecting
creditors' rights generally or by equitable principles of general
applicability (regardless of whether considered in  a  proceeding
at law or in equity).

      9.3  No Violation.  The execution, delivery and performance
by  each  Borrower of this Agreement and the other Loan Documents
to  which  they  are a party, and the grant of the  Liens  on  or
security interests in the Loan Collateral to Agent, does not  and
will  not (i) constitute a violation of any applicable law,  (ii)
constitute  a breach of any provision contained in any Borrower's
Articles  or Certificate of Incorporation or By-Laws or contained
in  any order of any court or other Governmental Authority or  in
any  Applicable  Agreement, or (iii) result in  the  creation  or
imposition of any Lien on any of any Borrower's properties (other
than in favor of Agent hereunder).

      9.4   Use  of Loan Proceeds.  Each Borrower's uses  of  the
proceeds  of the Loans made by Agent to any Borrower pursuant  to
this  Agreement  are, and will continue to be, legal  and  proper
corporate  uses  (duly  authorized by each  Borrower's  Board  of
Directors).   Such  uses  do  not  and  shall  not  violate   any
applicable laws or statutes as in effect as of the date hereof or
hereafter.  The Loans are not and shall not be secured,  directly
or  indirectly,  by any stock for the purpose  of  purchasing  or
carrying any margin stock or for any purpose which would  violate
either  Regulation  U, 12 C.F.R. Part 221, or  Regulation  X,  12
C.F.R.  Part  224, promulgated by the Board of Governors  of  the
Federal Reserve System.

      9.5   Management;  Ownership of Assets; Licenses;  Patents.
Each  Borrower employs and shall continue to employ active, full-
time, professional management adequate to handle its affairs, and
each Borrower has, and will continue to have, adequate employees,
assets,  governmental  approvals, licenses, patents,  copyrights,
trademarks and trade names to continue to conduct its business as
heretofore and hereafter conducted by it, and all such  licenses,
patents,  copyrights, trademarks and trade names existing  as  of
the Closing Date are described in Exhibit 9.5.

     9.6  Indebtedness.  Except for (i) Indebtedness disclosed in
the  Financials,  (ii)  the Obligations, (iii)  Indebtedness  (a)
which  is  unsecured,  (b) which is not for borrowed  money,  (c)
which  has been incurred in the ordinary course of business,  (d)
which  is  not otherwise prohibited under any provision  of  this
Agreement, and (e) the nonpayment of or other default under which
would  not  have  a  Material  Adverse  Effect,  and  (iv)  other
Indebtedness  permitted to be incurred  or  paid  by  a  Borrower
pursuant  to  Section  10.10, no Borrower has  any  Indebtedness.
Except as otherwise set forth or reflected in the Financials,  no
Borrower has guaranteed the obligations of any Person (except  by
endorsement  of  negotiable  instruments  payable  at  sight  for
deposit  or  collection or similar banking  transactions  in  the
usual course of a Borrower's business).

      9.7   Title to Property; No Liens.  Each Borrower  has  (i)
good  and  indefeasible title to, and ownership of,  all  of  its
personal  property, including the Collateral and (ii)  a  validly
existing  leasehold  estate  in all real  property  used  in  its
business,  except  the  real property located  at  3551  Doniphan
Drive, Neosha, Missouri 64850, in which Sabreliner owns good  and
marketable fee simple title, in each case free and clear  of  all
Liens except to the extent of Permitted Liens.

      9.8  Restrictions; Labor Disputes; Labor Contracts.  Except
as described in Exhibit 9.8, no Borrower is a party or subject to
any charge, corporate restriction, judgment, decree or order, for
which  any Borrower's compliance or non-compliance could  have  a
Material Adverse Effect.  Except as described on Exhibit 9.8,  no
Borrower  is  (i) a party to any written employment  contract  or
labor contract or (ii) the subject of any labor dispute.

      9.9   No  Violation of Law.  Except as described on Exhibit
9.9,  no  Borrower  is  in violation of any  applicable  statute,
regulation or ordinance of any Governmental Authority (including,
but  not  by  way of limitation, any such statute, regulation  or
ordinance  relating to ecology, human health or the environment),
which  violation could reasonably be expected to have a  Material
Adverse Effect.  All Inventory manufactured and produced by  each
Borrower  has  been manufactured and produced in compliance  with
all  applicable requirements of Sections 6, 7 and 12 of the  Fair
Labor  Standards Act, as amended, and all regulations and  orders
of the United States Department of Labor.

      9.10  Hazardous Substances.  Except as described on Exhibit
9.10, (i) no investigations, inquiries, orders, hearings, actions
or  other  proceedings  by or before any  court  or  governmental
agency  are  pending  or,  to  the  knowledge  of  any  Borrower,
threatened in connection with any Environmental Activity; (ii) to
the  best  knowledge  of  any  Borrower,  no  asbestos  has  been
integrated into any Borrower's property, or any component thereof
in such manner or quantity as may reasonably be expected to or in
fact  does  pose  a threat to human health or the  value  of  any
Borrower's  property;  (iii) the Use of any  Borrower's  property
will  not  result  in  any  Environmental  Activity  in  material
violation of any applicable Environmental Requirements;  (iv)  to
the best knowledge of any Borrower, no occurrence or condition on
any real property adjoining any of any Borrower's property exists
which  could  cause  any of a Borrower's  property  or  any  part
thereof   to   be  subject  to  any  restrictions  on  ownership,
occupancy,  transferability or operation under any  Environmental
Requirements; (vi) to the best knowledge of any Borrower, none of
any  Borrower's  property  has been  used  for  the  disposal  of
Hazardous  Substances or has been the site of any  Release  in  a
reportable  quantity  (as defined under applicable  Environmental
Law) of Hazardous Substances; (vii) to the best knowledge of  any
Borrower,  none  of  any  Borrower's  business  operations   have
contaminated  lands,  waters or other  property  of  others  with
Hazardous  Substances;  (viii)  to  the  best  knowledge  of  any
Borrower, no underground or above ground storage tank (regardless
of  contents) has been in the past, or is now, located on, at  or
beneath  any  of  a  Borrower's property; and (ix)  to  the  best
knowledge  of  any Borrower, none of any Borrower's property  has
been  used  for  the production, treatment, storage,  generation,
disposal  or  Release of any Hazardous Substance  other  than  in
material accordance with applicable Environmental Law, except  to
the  extent  that  any  material non-compliance  with  applicable
Environmental  Law  arising from the past production,  treatment,
storage,   generation,  disposal  or  Release  of  any  Hazardous
Substance   has   been  cured  in  accordance   with   applicable
Environmental Law.

      9.11  Absence of Default.  Except as described  on  Exhibit
9.11,  no  Borrower is in default under any Applicable  Agreement
and  has  not  received  any  notice of  breach,  termination  or
acceleration  or  demand  for  adequate  assurances   under   any
Applicable   Agreement,  which  default,   breach,   termination,
acceleration  or  demand has, or can reasonably  be  expected  to
have, a Material Adverse Effect.

      9.12  Accuracy  of  Financials; No Material  Changes.   The
Financials   have   been   prepared  in  accordance   with   GAAP
consistently applied and fairly present in all material  respects
each  Borrower's assets, liabilities and financial condition  and
results  of operations and those of such other Persons  described
therein  as of the date thereof (subject in each case  to  normal
year-end  adjustments and the lack of footnotes in  the  case  of
interim or proforma Financials).  There are no omissions from the
Financials or other facts or circumstances not reflected  in  the
Financials  which are or may be material, and there has  been  no
material and adverse change in any Borrower's assets, liabilities
or  financial  condition  since  the  date  of  the  most  recent
Financials nor has there been any material damage to or  loss  of
any of any Borrower's assets or properties since such date.  Each
Borrower's  outstanding advances to any Person do not  constitute
any  equity  or long term investment in any Person which  is  not
reflected in the Financials.

      9.13  Pension Plans.  Except as described on Exhibit  9.13,
neither  any  Borrower nor any Controlled Group member  has  ever
sponsored,  maintained, or contributed (or  become  obligated  to
sponsor,  maintain, or contribute) to a Pension Plan  subject  to
Title  IV  of ERISA.  To any Borrower's knowledge, no "prohibited
transaction,"  as  defined  by  the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA") for which no exemption
exists  under Sections 407 or 408 of ERISA or Sections 4975(c)(2)
or  4975(d)  of  the Internal Revenue Code, has  occurred  or  is
continuing  as  to  any  Pension Plan  of  any  Borrower  or  any
Controlled  Group member, which poses a threat of the  imposition
of  taxes  or  penalties against such Pension  Plans  (or  trusts
related thereto), the imposition or payment of which could have a
Material  Adverse Effect.  Each Pension Plan that is intended  to
meet  the  requirements of qualified pension benefit plans  under
Section  401(a)  of  the Internal Revenue  Code  has  received  a
favorable determination letter to that effect under the  Internal
Revenue  Code  or application for such determination  letter  has
been made with respect thereto, and neither any Borrower nor,  to
any  Borrower's  knowledge  (after  making  due  inquiries),  any
Controlled  Group  member  has violated  such  requirements  with
respect to any Pension Plan.

      9.14 Taxes and Other Charges.  Each Borrower has filed  all
federal,  state and local tax returns and other reports which  it
is  required by law to file.  Each Borrower has paid  all  taxes,
assessments  and other similar charges that are due  and  payable
except for any such taxes, assessments or charges which are being
contested  in good faith in accordance with the terms of  Section
10.9.   Each Borrower has withheld all employee and similar taxes
which  it  is  required  by law to withhold  and  has  maintained
adequate  reserves  for  the payment of  all  taxes  and  similar
charges.  Except as set forth in Exhibit 9.14, no tax Liens  have
been filed with respect to any Borrower and, to the knowledge  of
each  Borrower (after due inquiry), no claims are being  asserted
with  respect  to  any such taxes, assessments  or  charges  (and
Borrower  is  not  aware of any reasonable  basis  for  any  such
claims).

      9.15  No Litigation.  Except as set forth in Exhibit  9.15,
there is not any litigation, action or proceeding pending or,  to
any Borrower's knowledge (after due inquiry), threatened, against
any Borrower, which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect.

      9.16  No Brokerage Fee.  No brokerage, finder's or  similar
fee  or commission is due to any Person by reason of any Borrower
entering  into  this  Agreement  or  by  reason  of  any  of  the
transactions   contemplated  hereby,  and  each  Borrower   shall
indemnify and hold Agent and Lenders harmless from all such  fees
and commissions.

      9.17 Affiliates.  All Persons who are Borrower's Affiliates
are identified in Exhibit 9.17. Other than Midcoast, Little-Rock,
Sabreliner  International Corporation, Sabreliner  Realty,  Inc.,
Midcoast  Realty,  Inc.,  SabreTech,  Dimension,  and  Turbotech,
Sabreliner has no Subsidiaries.  Other than Little Rock, Midcoast
has   no   Subsidiaries.   None  of   Little   Rock,   Sabreliner
International Corporation, SabreTech, Dimension, or Turbotech has
any Subsidiaries.

      9.18  Capitalization; Warrants.  Exhibit 9.18  sets  forth,
with  respect to each Borrower, the number of shares  of  capital
stock  which  are authorized and the number of such shares  which
are  outstanding.  Each outstanding share of capital stock  is  a
common  share and is duly authorized, validly issued, fully  paid
and  nonassessable.  Set forth in Exhibit 9.18 is a complete  and
accurate list of all Persons who are record and beneficial owners
of  the capital stock of Borrowers.  All warrants, subscriptions,
options,  instruments and agreements under which  any  shares  of
capital  stock  of any Borrower are or may be redeemed,  retired,
encumbered, bought, sold or issued are described in Exhibit 9.18.

      9.19 Noncompetition Agreements.  No Borrower is subject  to
any contract or agreement containing a covenant not to compete in
any line of business with any Person.

      9.20  Deposit  and  Other Accounts.  All  of  the  accounts
maintained  by  any  Borrower with any bank, brokerage  house  or
other  financial institution are set forth in Exhibit  9.20,  and
none  of  such other accounts (other than accounts designated  as
"Payroll  Accounts"  or "Disbursement Accounts")  is  subject  to
withdrawal  other  than by transfers of amounts  therein  to  the
Locked Boxes, a Transfer Account, a Special Account, or a Blocked
Account.

      9.21  Solvency.  Each Borrower and each of  its  Affiliates
(other than a Borrower's officers and directors and, in the  case
of  Sabreliner, its officers, directors, or shareholders), as the
case may be, will be Solvent after (i) receipt and application of
the  Loans  in accordance with the terms of this Agreement,  (ii)
the  execution and delivery of this Agreement and the other  Loan
Documents  to which any of them is a party, and (iii) the  filing
of  any  financing  statements  or other  perfecting  notices  or
actions in connection with this Agreement.

      9.22  Full  Disclosure.  The representations and warranties
made  by  Borrowers  or their Affiliates in this  Agreement,  any
other Loan Document, or in any other document furnished from time
to  time  in connection herewith or therewith do not contain  and
will  not contain, at the time the representations and warranties
are  made or such document furnished, any untrue statement  of  a
material  fact  and do not omit and will not omit  to  state  any
material fact necessary to make the statements herein or  therein
not misleading.  There is no fact known to any Borrower or any of
its Affiliates which is not set forth in the Loan Documents which
could reasonably be expected to have a Material Adverse Effect.

      9.23  Casualties.   Except as set forth  on  Exhibit  9.23,
neither  the  business nor the properties  of  any  Borrower  are
affected by any fire, explosion, accident, drought, storm,  hail,
earthquake, embargo, act of God or of the public enemy  or  other
casualty loss (whether or not covered by insurance) which has any
Material Adverse Effect.

      9.24 Leases.  Except as listed on Exhibit 9.24, no Borrower
is a party to any lease, assignment, sublease, or other agreement
relating  to  any  real property or leasehold  interest  in  real
property  or  any  material equipment or other material  personal
property.    Exhibit  9.24  correctly  sets  forth  each   lease,
assignment,  sublease and other agreement,  existing  as  of  the
Closing Date to which any Borrower is a party relating to (i) any
real property or leasehold interest in real property or (ii)  any
material equipment or other material personal property.

      9.25 Insurance Policies.  Exhibit 9.25 correctly sets forth
all  of  the  insurance  policies maintained  by  each  Borrower,
including  the  carriers thereof, and the types of  coverage  and
insured amounts covered thereby.

     9.26 Consents.  No authorization or approval or other action
by,  and no notice to or filing with, any Governmental Authority,
regulatory  body,  or any other Person is required  for  the  due
execution, delivery and performance by any Borrower of  any  Loan
Document  to  which it is or will be a party, other than  notices
under the Assignment of Claims Law.

     9.27 Updating Representations and Warranties.  To the extent
necessary  to cause the representations and warranties set  forth
in Section 9 to remain true, complete and accurate as of the date
hereof and as of each day on which a Loan is made hereunder, each
Borrower  shall  update in writing any Exhibits provided  for  in
Section  9  promptly upon learning of any circumstance which  has
the   effect  of  making  any  such  representation  or  warranty
contained in Section 9 untrue or misleading.  The requirement  of
each  Borrower to update any Exhibit provided for herein is  not,
and  may  not be construed to be, a cure of any Event of  Default
occurring prior to any such update or existing at the time of any
such  update without the written waiver of such Event of  Default
by  Required Lenders; provided, however, that no Event of Default
shall arise or be deemed to have arisen with respect to any event
occurring  after  the date hereof which is  the  subject  of  any
update  of  any  Exhibit, other than events  which  constitute  a
breach  or other violation of a covenant set forth in Section  10
or  an  Event  of Default set forth in Section 13.1  (other  than
Section  13.1(i)(e)(i)), so long as Borrowers shall have provided
such an update to Agent and Lenders on or prior to the earlier of
(i)  10 days after the occurrence of any such event and (ii)  the
advance  by  Lenders  of Revolving Loans, net  of  repayments  of
Revolving  Loans, in an aggregate amount in excess of  $2,000,000
or the request by any Borrower for the issuance by Issuing Lender
of a Letter of Credit.

10.   COVENANTS.  Until the Obligations are fully paid, performed
and  satisfied  and this Agreement is terminated,  each  Borrower
will observe, perform, and comply with each of the covenants  set
forth below in this Section 10.

     10.1 Payment of Certain Expenses.  Each Borrower will pay to
Agent  immediately  any and all fees, costs  and  expenses  which
Agent pays to a bank or other similar institution arising out  of
or  in connection with (i) the forwarding to any Borrower or  any
other  Person on any Borrower's behalf, by Agent of  proceeds  of
Loans made by Lenders to any Borrower pursuant to this Agreement,
and  (ii) the depositing for collection by Agent of any check  or
item of payment received or delivered to Agent on account of  the
Obligations.   Each  Borrower will reimburse Agent,  immediately,
for any claims asserted by any bank at which a Blocked Account is
established for the deposit of proceeds of the Loan Collateral in
connection   with  such  Blocked  Account  or  any  returned   or
uncollected checks received by such bank as proceeds of the  Loan
Collateral.

      10.2 Notice of Litigation.  Each Borrower will notify Agent
in  writing,  promptly on a Borrower's learning thereof,  of  any
litigation,  suit  or  administrative  proceeding  (i)   if   any
Borrower,  as  of  any  date,  has  pending  any  claims,  suits,
proceedings or litigation which seeks more than $1,000,000 in the
aggregate  or (ii) that seeks (a) more than $250,000 in  monetary
damages,  fines or civil awards or (b) any relief  other  than  a
monetary  award  (e.g.,  criminal sanctions  or  an  injunction),
whether  any Borrower considers any of such matters to be covered
by  insurance  or  to have no Material Adverse Effect;  provided,
however  that a Borrower will not be required to give Agent  such
notice  with  respect to corrosion claims which  are  covered  by
insurance and which the Borrower does not reasonably expect  will
have a Material Adverse Effect.

      10.3  Notice  of ERISA Events.  Each Borrower  will  notify
Agent  in  writing  (i) within 30 days of  the  adoption  by  any
Borrower  or  any  Controlled Group member of  any  Pension  Plan
subject  to  Title  IV  of ERISA; (ii)  within  30  days  of  the
occurrence  of any Reportable Event, and (iii) 90 days  prior  to
any  termination, partial termination or merger of a Pension Plan
subject  to  Title  IV of ERISA or a transfer of  assets  from  a
Pension Plan subject to Title IV of ERISA.

      10.4  Notice of Labor Disputes.  Each Borrower will  notify
Agent  in writing (i), promptly on a Borrower's learning thereof,
of (a) any labor dispute to which any Borrower may become a party
and  which may have a Material Adverse Effect or (b) any strikes,
walkouts,  or  lockouts relating to any of its  plants  or  other
facilities,  and  (iii) the entering into of any  labor  contract
relating to any of its plants or other facilities.

      10.5 Compliance with Laws.  Each Borrower will comply  with
the  requirements of all applicable laws, statutes,  regulations,
rules   or   ordinances  of  any  Governmental   Authority,   the
noncompliance with which would have a Material Adverse Effect.

      10.6  Notice  of Violations of Law, Tax Assessments.   Each
Borrower  will notify Agent in writing, promptly on a  Borrower's
learning   thereof,  of  any  violation  of  any  law,   statute,
regulation, rule or ordinance of any Governmental Authority,  and
of  the imposition of any federal, state or local tax withholding
or  assessment,  applicable  to any Borrower,  the  violation  or
imposition  of which would have a Material Adverse Effect.   Each
Borrower  will  (i)  provide Agent with copies  of  all  material
communications  between a Borrower and any governmental  agencies
or  other  authorities which relate to Environmental  Activities,
Environmental  Requirements,  or Hazardous  Substances  affecting
Borrowers;  and  (ii)  notify Agent immediately  after  obtaining
knowledge  of  a  Release  or alleged  Release  in  a  reportable
quantity (as defined under applicable Environmental Law)  of  any
Hazardous  Substance  on, in, under or affecting  any  Borrower's
property  or any surrounding area, and any material noncompliance
with any Environmental Requirement.

      10.7 Notice of Certain Matters Under Applicable Agreements.
Each  Borrower  will  notify Agent in writing  (i)  within  three
Business Days after the earlier of when a Borrower learns  or  is
notified  of  the occurrence, of (a) any material breach  by  any
Borrower  of, a notice of termination or acceleration  or  demand
for  adequate  assurances under, any Applicable Agreement  (other
than  the  Senior Notes Indenture or any of the Senior Notes)  or
(b)  any  Senior  Notes  Default, and (ii) of  any  modification,
waiver  or  amendment  of  any  terms  or  provisions  under,  or
applicable  to,  any  of the Senior Notes  or  the  Senior  Notes
Indenture   within  three  Business  Days  after  the  applicable
modification, waiver or amendment of any of the Senior  Notes  or
the  Senior Notes Indenture, subject to Section 10.16,  and  will
promptly provide copies thereof to Agent.

     10.8 Notice of Customer Defaults.  Each Borrower will notify
Agent  in  writing,  promptly upon the later  of  the  occurrence
thereof  and  Borrower's  obtaining  knowledge  thereof,  of  any
default  by any obligor under any note or other evidence of  debt
payable  to  any  Borrower in an aggregate amount  in  excess  of
$25,000 or of anything which could reasonably be expected to have
a  material  adverse  effect on the credit of  a  customer  of  a
Borrower.

      10.9  Taxes and Charges.  Each Borrower will (i)  file  all
federal,  state and local tax returns and other reports which  it
is  required by law to file, (ii) pay all taxes, assessments  and
other  similar  charges that are due and payable, (iii)  withhold
all  employee and similar taxes which it is required  by  law  to
withhold, and (iv) maintain adequate reserves for the payment  of
all  taxes and similar charges; provided, however, that  no  such
taxes, assessments or charges need be paid during such period  as
they  are  being  contested  in good  faith  by  a  Borrower,  in
appropriate   proceedings  promptly  commenced   and   diligently
prosecuted,  if  adequate reserves in accordance with  GAAP  have
been set aside on a Borrower's books, and the continuance of such
contest does not (a) result in any part of the Loan Collateral or
any  other property of Borrower being made the subject of (1) any
proceeding in foreclosure, (2) any levy or execution (which shall
not  have been stayed or dismissed), or (3) any seizure or  other
loss and (b) prevent Agent from having a perfected first priority
security  interest  in the Loan Collateral  or  with  respect  to
future  advances  made hereunder; and provided, further,  that  a
Borrower  will promptly pay such tax, assessment or  charge  when
the dispute is finally settled.

      10.10      Indebtedness; Guaranties.  (i)  Other  than  the
Obligations  and as set forth in Exhibit 10.10, no Borrower  will
incur any Indebtedness other than:

                (a)  Indebtedness reflected in the Financials  so
long as such Indebtedness shall not be secured by any of the Loan
Collateral, which Indebtedness includes the Senior Notes and  any
guarantees thereof;

                (b)   Indebtedness  (1) which is  unsecured,  (2)
which is not for borrowed money, or the issuance of any letter of
credit,  acceptance transaction, or similar credit instrument  or
facility  (exclusive of Interest Rate Agreements), (3)  which  is
incurred  in  the ordinary course of business, (4) which  is  not
otherwise  prohibited under any provision of this Agreement,  and
(5)  for  which the incurrence of which would not have a Material
Adverse Effect;

               (c)  Indebtedness in respect of taxes, assessments
or  governmental charges to the extent that payment thereof shall
not  at  the time be required to be made in accordance  with  the
provisions of Section 10.9;

                (d)   Indebtedness  under capitalized  leases  or
purchase money financing if the total amount of such Indebtedness
during  any  period does not exceed the maximum amount  permitted
during such period for capital expenditures pursuant to Section 5
of Exhibit 10.29; or

                (e)   Indebtedness  in respect  of  judgments  or
awards  which (1) have been vacated, discharged or stayed  within
10  days of the entry thereof or have been in force for less than
the  applicable appeal period so long as execution is not  levied
thereunder  (or in respect of which (A) a Borrower shall  at  the
time  in  good faith be prosecuting an appeal or proceedings  for
review  and  (B)  a  stay of execution shall have  been  obtained
pending  such  appeal or review), and (2) (A)  are  not,  in  the
aggregate,  in an amount in excess of $750,000 (and  individually
in  excess of $150,000) over any available insurance coverage, as
determined by Agent in its discretion exercised in good faith, in
effect  to satisfy such judgments or award for which the  insurer
has admitted in writing its liability for the full amount thereof
and (B) do not have a Material Adverse Effect;

                (f)  Refinancing Indebtedness, as defined in  the
Senior Notes Indenture, which is unsecured;

                (g)   Indebtedness  which  is  unsecured  and  in
respect of performance, completion, guarantee, surety and similar
bonds provided by Borrowers in the ordinary course of business;

                (h)   Indebtedness consisting of  obligations  in
respect  of purchase price adjustments, guarantees or indemnities
in connection with the acquisition or disposition of assets;

                  (i)     Interest   Rate   Agreements   covering
Indebtedness   (which   Indebtedness  (I)   bears   interest   at
fluctuating interest rates and (II) is otherwise permitted to  be
incurred  under this Section 10.10), in each case,  only  if  the
notional  principal amount of such Interest Rate  Agreement  does
not exceed the principal amount of the Indebtedness to which such
Interest Rate Agreement relates;

                (j)  Indebtedness represented by foreign currency
exchange  agreements;  provided  that  (I)  such  agreements  are
related  to contracts with customers entered into in the ordinary
course  of  business; (II) such agreements  cover  an  amount  of
foreign  currency  not in excess of the amount  receivable  under
such  customer contracts; and (III) such agreements  are  entered
into  in  good  faith  for the purpose of protecting  a  Borrower
against   changes  in  foreign  exchange  rates   and   not   for
speculation;

                (k)   Indebtedness of a Borrower to and  held  by
another  Borrower that is unsecured and subordinated in right  of
payment to the Obligations; provided, however, that the terms  of
such  subordination shall prohibit any payment in respect of such
Indebtedness (I) upon distribution of any assets of a Borrower or
in  a bankruptcy or similar proceeding relating to a Borrower and
(II)  during the continuance of an Event of Default or  an  event
which, with the giving of notice or the passage of time would  be
an Event of Default;

               (l)  Any Sale Leaseback Transaction, as defined in
the Senior Notes Indenture, which is permitted under the terms of
the  Senior  Notes Indenture, without regard to any modification,
waiver  or  amendment of the Senior Notes Indenture as  to  which
Required Lenders do not give prior consent;

                (m)   To the extent permitted by the Senior Notes
Indenture   (without  regard  to  any  modification,  waiver   or
amendment  of  the  Senior Notes Indenture as to  which  Required
Lenders  do  not  give  prior  consent),  Indebtedness   of   any
Subsidiary  issued and outstanding on or prior  to  the  date  on
which  such  Subsidiary was acquired by a  Borrower  (other  than
Indebtedness issued as consideration in, or to provide all or any
portion  of  the funds or credit support utilized to  consummate,
the  transaction  or series of related transactions  pursuant  to
which  such Subsidiary became a Subsidiary or was acquired  by  a
Borrower  or  otherwise in contemplation thereof), provided  that
such  Indebtedness, and the security therefor, does  not  prevent
the   acquisition  of  the  Subsidiary  from  being  a  Permitted
Acquisition; and

                (n)  in addition to any other Indebtedness, up to
$5,000,000 aggregate principal amount of Indebtedness at any  one
time outstanding, so long as such Indebtedness is not secured  by
any of the Loan Collateral;

provided,  that  no Indebtedness otherwise permitted  under  this
Section  10.10 to be incurred shall be permitted to  be  incurred
if,  after giving effect to the incurrence thereof, any Event  of
Default shall have occurred and be continuing.

           (ii)  No  Borrower  will guaranty or  enter  into  any
agreements  of  guaranty or indemnity of the obligations  of  any
Person  other  than  another Borrower (except by  endorsement  of
negotiable instruments payable at sight for deposit or collection
or  similar  banking  transactions  in  the  usual  course  of  a
Borrower's  business),  except to the  extent  that  guaranty  or
indemnity,  and  the  Indebtedness relative to  the  guaranty  or
indemnity, are both (a) permitted under the provisions of Section
10.10(i)  and  (b)  permitted under the  Senior  Notes  Indenture
(without regard to any modification, waiver or amendment  of  the
Senior  Notes Indenture as to which Required Lenders do not  give
prior consent).

      10.11     Restrictions.  No Borrower will become a party or
subject to any charge, corporate restriction, judgment, decree or
order  or  enter  into  any contract, agreement  or  arrangement,
which, in any case, could have a Material Adverse Effect.

      10.12      Pension  Plans.   No Borrower  will  permit  any
Reportable  Event  or  "prohibited transaction"  (as  defined  by
ERISA) for which no exemption exists under Sections 407 or 408 of
ERISA  or Sections 4975(c)(2) or 4975(d) of the Internal  Revenue
Code  to  occur  or  to continue as to any Pension  Plan  of  any
Borrower or any Controlled Group member, which poses a threat  of
(i)   termination  of  such  Pension  Plans  (or  trusts  related
thereto), which termination could have a Material Adverse  Effect
or (ii) the imposition of taxes or penalties against such Pension
Plans  (or trusts related thereto), the imposition or payment  of
which could have a Material Adverse Effect.  With respect to each
Pension  Plan  that  is  intended to  meet  the  requirements  of
qualified  pension  benefit plans under  Section  401(a)  of  the
Internal   Revenue  Code,  each  Borrower  and   the   applicable
Controlled Group members shall continue to maintain the qualified
status  of  such Pension Plans, and all contributions to  Pension
Plans  which each Borrower or any member of the Controlled  Group
is  obligated to make shall be timely made when due,  unless  the
failure  to  do so would not have a Material Adverse Effect.   No
Borrower  will, and each Borrower will not permit any  Controlled
Group  member  to,  incur any liability to  the  Pension  Benefit
Guaranty  Corporation,  other  than  the  liability  for  premium
payments  under  Section 4007 of ERISA, in  connection  with  any
Pension  Plan,  the incurrence of which could have  a  Materially
Adverse Effect.

      10.13     Solvency.  Each Borrower will continue to be, and
will  cause its Affiliates (other than a Borrower's officers  and
directors   and,  in  the  case  of  Sabreliner,  its   officers,
directors, or shareholders) to continue to be, Solvent.

     10.14     Property Insurance.  Each Borrower will insure all
of its real and personal property, including the Loan Collateral,
against loss or damage by fire, theft, burglary, pilferage,  loss
in  transit  and  such other hazards as Agent  shall  specify  in
amounts  and under policies by insurers reasonably acceptable  to
Required  Lenders.  The policies or a certificate thereof  signed
by  the  insurer  evidencing that such insurance coverage  is  in
effect  for periods of not less than one year shall be  delivered
to  Agent  within  5  Business Days after  the  issuance  of  the
policies  to  Borrower  and  after  each  renewal  thereof.   All
premiums  thereon  shall be paid when due  so  as  to  keep  such
insurance  in  full  force and effect at all  times.   Each  such
policy shall name Agent and Lenders (and no other party) as  loss
payee  with  respect  to Inventory under a clause  acceptable  to
Agent  and  shall provide that such policy may not be amended  or
canceled  without  30  days' prior written notice  to  Agent  and
Lenders.  If a Borrower fails to do so, Agent may (but shall  not
be  required  to) procure such insurance and charge the  cost  to
Borrowers' account as part of the Obligations payable  on  demand
and secured by the Loan Collateral.

      10.15     Liability Insurance.  Each Borrower will, at  all
times, maintain in full force and effect such liability insurance
with respect to its activities and business interruption, product
liability  and other insurance as may be reasonably  required  by
Required  Lenders,  such insurance to be provided  by  insurer(s)
reasonably  acceptable  to  Required Lenders.   If  requested  by
Agent, such insurance shall name Agent and Lenders (and no  other
party)  as  an  additional insured containing a  severability  of
interest/cross-liability endorsement acceptable to Agent.

      10.16      Changes to Senior Notes Documents.  Without  the
prior  consent of Required Lenders, no Borrower may  directly  or
indirectly  permit the modification, waiver or amendment  of  (i)
any  of  the  terms of payment (including, but  not  limited  to,
interest  or  premium  provisions) of or applicable  to,  or  the
provisions governing the priority of or security for the  payment
and  performance  of the obligations under or applicable  to,  or
acceleration  provisions of or applicable to,  the  Senior  Notes
Indenture  or any of the Senior Notes or (ii) any other  material
term of or applicable to the Senior Notes Indenture or any of the
Senior  Notes.   For  purposes of this Section 10.16,  "material"
means  any modification, waiver, or amendment of the Senior Notes
Indenture  or  any  of  the Senior Notes which,  in  Agent's  and
Lenders'  judgment exercised in good faith, could  (a)  adversely
affect  Agent's  or Lenders' rights or remedies  under  the  Loan
Documents,  the  value  of the Loan Collateral,  or  Agent's  and
Lenders'  security  interest  in  or  other  Lien  on  the   Loan
Collateral  (including  the  priority  of  Agent's  or   Lenders'
interests) or (b) create or result in an Event of Default.

     10.17     Merger.  No Borrower, without the prior consent of
Required  Lenders,  may  merge or consolidate  or  be  merged  or
consolidated with or into any other corporation (other than  with
or  into  another  Borrower  or in a Permitted  Acquisition),  or
otherwise  reorganize, liquidate or wind-up or  dissolve  itself.
No  Borrower will (i) purchase or otherwise acquire  (a)  all  or
substantially  all  of  the  assets of  any  Person  or  (b)  any
partnership, joint venture or limited liability company  interest
in or with any Person or (ii) purchase the securities of, create,
form  or  invest  in  any Subsidiary without  the  prior  written
consent of Required Lenders, except that, so long as an Event  of
Default  does  not  then  exist and is  not  created  thereby,  a
Borrower  may make Permitted Acquisitions.  Borrowers  will  sign
all  amendments to the Loan Documents which are required by Agent
in connection with any Permitted Acquisition.

      10.18      Investments.  Other than as disclosed in Exhibit
10.18,  no  Borrower  will invest in or  purchase  any  stock  or
securities  of any Person except (i) any evidence of indebtedness
issued  or directly and fully guaranteed or insured by the United
States  of  America  or  any  agency or  instrumentality  thereof
(provided that the full faith and credit of the United States  of
America  is  pledged  in support thereof); (ii)  certificates  of
deposit  or acceptances of any financial institution  that  is  a
member of the Federal Reserve System having combined capital  and
surplus  and  undivided  profits of not less  than  $500,000,000;
(iii)  commercial paper issued by a corporation that  is  not  an
Affiliate  of a Borrower and is organized under the laws  of  any
state  of the United States or the District of Columbia and rated
at  least A by Standard & Poor's or at least P-1 by Moody's; (iv)
as  permitted  by  Section  10.17;  and  (v)  investments  in  or
purchases of any stock or securities of any Person, which  Person
is  not,  and  does  not  thereby become,  a  Subsidiary,  in  an
aggregate  amount  not  to  exceed $7,500,000  at  any  one  time
outstanding.

     10.19     Distributions; Loans; Fees.

          10.19.1   Sabreliner Restrictions.  Sabreliner will not
directly  or  indirectly  (i)  declare  or  pay  cash  or   stock
distributions  or dividends upon any of its stock (including  any
preferred stock) now or hereafter issued by Sabreliner, (ii) make
any distributions of Sabreliner's assets, (iii) incur, permit, or
make  any loans, advances or extensions of credit to any  Person,
including  any of Sabreliner's Affiliates, officers or employees,
or  (iv) pay any consulting, management or directors' fees to  or
for  the  account  of any shareholder, director,  or  officer  of
Sabreliner  except:  (a) that Sabreliner  may  take  the  actions
described  in the foregoing clauses 10.19.1(i) through (iv)  with
the  prior  consent of Required Lenders; (b) that Sabreliner  may
take the actions described in the foregoing clause 10.19.1(i)  to
the  extent  permitted or not prohibited by Section 4.03  of  the
Senior  Notes  Indenture  (without regard  to  any  modification,
waiver  or  amendment of the Senior Notes Indenture as  to  which
Required  Lenders do not give prior consent); (c) that Sabreliner
may  make cash loans, cash advances, or cash extensions of credit
to  any Subsidiary of Sabreliner ("Subsidiary Loans") if each  of
the  following conditions is met: (1) an Event of Default has not
occurred  or  is continuing and (2) all Subsidiary Loans  to  all
Subsidiaries  of  Sabreliner which  are  not  a  Borrower  or  an
Additional Borrower do not exceed, as of any date, $2,500,000  in
the aggregate; and (d) as permitted by Section 10.22.

            10.19.2    Other  Borrowers  Restrictions.   None  of
Midcoast,  Little  Rock, SabreTech, Dimension, Turbotech  or  any
Additional   Borrower  ("Other  Borrowers")  will   directly   or
indirectly (i) transfer or make any distributions of any  of  its
properties or assets except to Sabreliner (exclusive of any  Loan
Collateral), (ii) incur, permit, or make any loans,  advances  or
extensions  of credit to any Person, including any of  any  Other
Borrower's  Affiliates, officers or employees, or (iii)  pay  any
consulting,  management or directors' fees to or for the  account
of  any  shareholder, director, or officer of any Other  Borrower
except that (a) any Other Borrower may take the actions described
in  the foregoing clauses 10.19.2(i) through (iii) with the prior
consent  of Required Lenders; or (b) any Other Borrower may  make
any  loans  or  advances to Sabreliner; or (c)  as  permitted  by
Section 10.22.

      10.20      Stock Rights.  No Borrower will (i)  change  the
rights or obligations associated with, or the terms of, any class
of  stock now issued by a Borrower or (ii) issue any new class of
stock of a Borrower without the prior written consent of Required
Lenders.

      10.21     Capital Structure; Fiscal Year.  No Borrower will
make  any change (i) in its capital structure or (ii) in  any  of
its  business objectives, purposes and operations which might  in
any  way have a Material Adverse Effect.  No Borrower will change
its  fiscal  year without the prior consent of Required  Lenders,
which consent will not be unreasonably withheld.

      10.22      Affiliate  Transactions;  Management  Fees.   No
Borrower will enter into, or be a party to, any transaction  with
any  of  a  Borrower's Affiliates except (i)  those  transactions
meeting  the  following  conditions:  transactions  (a)  in   the
ordinary   course   of  business  pursuant  to   the   reasonable
requirements  of  a  Borrower's business  and  (b)  on  fair  and
reasonable  terms which are fully disclosed to Agent and  are  no
less  favorable to a Borrower than a Borrower could obtain  in  a
comparable arm's length transaction with a Person who is not  any
Borrower's Affiliate and (ii) as permitted by Section 10.19.   No
Borrower  will pay any consulting, management or directors'  fees
to or for the account of any shareholder, director, or officer of
any  Borrower, other than in the ordinary course of  business  as
presently conducted.

      10.23      Operating  Account.   At  all  times  until  the
Obligations  are  fully paid and satisfied,  each  Borrower  will
maintain its primary operating account with Agent.

      10.24     Compensating Balance.  Except at such times  that
Sabreliner  is using Agent's investment management  services  for
investing  Sabreliner's excess cash, Borrowers shall  maintain  a
compensating  balance in an account with Agent  in  an  aggregate
amount not less than $1,000,000; provided that Borrowers may  use
the  cash  in  such account to the extent necessary to  cure  any
Deficiency.

      10.25     Sale of Assets.  No Borrower will sell, lease  or
otherwise  dispose  of  or  transfer, whether  by  sale,  merger,
consolidation, liquidation, dissolution, or otherwise, any of its
assets, including the Loan Collateral except (i) the transfers of
any  properties  or assets of any Other Borrower (as  defined  in
Section 10.19) to Sabreliner (exclusive of Loan Collateral); (ii)
the  sale  of  inventory  in  the ordinary  course  of  business;
however,  a  sale  in the ordinary course of  business  will  not
include   a   transfer  in  total  or  partial  satisfaction   of
Indebtedness; (iii) the sale of equipment as permitted by clauses
(ii)  or (iii) in the definition of Permitted Asset Sale  in  the
Senior  Notes  Indenture  (without regard  to  any  modification,
waiver  or  amendment of the Senior Notes Indenture as  to  which
Required Lenders do not give prior consent); and (iv) the sale of
the  fixed base operations facility at Lambert Field to the  City
of  St.  Louis.  All of the proceeds from any disposition of  any
equipment  will be delivered to Agent to be applied by  Agent  to
the  repayment of the Obligations in any order thereof Agent  may
elect  and, upon satisfaction of the Obligations, may be  applied
in accordance with the Senior Notes Indenture.

       10.26      Intervention  by  Governmental  Authority.   No
Borrower  will permit to occur any seizure by, or the vesting  of
or intervention by or under the jurisdiction of, any Governmental
Authority by which any Borrower's management is displaced or  its
authority in the conduct of its business is materially curtailed.

      10.27      Levy Against Loan Collateral.  No Borrower  will
permit  (i)  any  attachment or distraint  of  any  of  the  Loan
Collateral to occur or (ii) any of the Loan Collateral to  become
subject, at any time, to any mandatory court order or other legal
process.

      10.28      Judgments.  No Borrower will permit any judgment
or  award to be rendered against it (i) (a) in excess of $100,000
(or  any  number  of  judgments in  excess  of  $250,000  in  the
aggregate)  over any available insurance coverage, as  determined
by  Agent in its discretion exercised in good faith, in effect to
satisfy  such  judgments  or  award for  which  the  insurer  has
admitted in writing its liability for the full amount thereof and
(b)  which has a Material Adverse Effect, and (ii) which have not
been  vacated, discharged or stayed within 30 days of  the  entry
thereof.

      10.29      Financial  Covenants.  Borrowers  will  observe,
perform  and comply with all of the financial covenants contained
in Exhibit 10.29 (the "Financial Covenants").

      10.30      No Prepayment of Senior Notes.  Sabreliner  will
not  directly  or  indirectly prepay, in whole or  in  part,  any
principal of, or premium or interest on, any of the Senior Notes,
except as may be required under the Senior Notes Indenture.

11.  TERMINATION.

      11.1 Termination Date.  Unless this Agreement is terminated
earlier  under  Sections 11.3 or 11.4 or renewed as  provided  in
Section  11.2,  this Agreement shall terminate  on  February  13,
2001.

      11.2 Renewal by Lenders.  Unless Borrowers have delivered a
Termination  Notice to Agent, this Agreement may be  extended  by
Lenders  beyond February 13, 2001 for successive one year periods
by  written  notice given by Agent and Lenders  to  Borrowers  of
Lenders'  intent  to so extend this Agreement at  least  30  days
prior to February 13, 2001, or 30 days prior to February 13th  of
the  calendar  year in which this Agreement is to terminate.   If
Borrowers have not received the notice from Agent and Lenders  as
set  forth  in the immediately preceding sentence, this Agreement
shall terminate on February 13th of the applicable calendar year.

      11.3  Voluntary  Termination by Borrowers.   Borrowers  may
terminate this Agreement (i) by giving Agent and Lenders  written
notice ("Termination Notice") of the date on which this Agreement
is  to  terminate  ("Voluntary Termination Date"),  and  (ii)  by
paying on any such Voluntary Termination Date (a) all Obligations
and  (b)  as  compensation to Lenders for loss  of  bargain  with
respect to the credit advanced hereunder, and not as a penalty, a
termination fee in amounts as set forth below:

          Voluntary Termination Date         Termination Fee

          On or before February 13, 2000     $250,000

          After February 13, 2000       $0

     11.4 Acceleration upon Termination.  Upon the effective date
of  termination under Section 11.1 or Section 14.1, (i) all Loans
and  all  other  Obligations will automatically  and  immediately
become  due  and payable, and (ii) the obligations of  Agent  and
Lenders  to  Borrowers  under this Agreement  will  automatically
terminate  immediately,  without notice  or  demand,  which  each
Borrower hereby expressly waives.

       11.5   Borrowers   Remain  Liable.   Notwithstanding   any
termination of this Agreement, until all of the Obligations  have
been  fully  performed, paid and satisfied, each  Borrower  shall
remain liable for the full and prompt performance and payment  of
the  Obligations  and the indemnification set forth  in  Sections
16.7  and  16.9, and Agent and Lenders shall retain all of  their
rights  and  privileges under the Loan Documents,  including  the
retention of its Liens on and interest in and to all of the  Loan
Collateral.

12.  AGENT

     12.1 Appointment.  Each Lender hereby irrevocably designates
and  appoints  Star  Bank  as agent of  each  Lender  under  this
Agreement  and the other Loan Documents.  Each Lender irrevocably
authorizes Star Bank, as agent for each Lender, to take  any  and
all  actions on its behalf under the provisions of this Agreement
and  the other Loan Documents and to exercise any and all  powers
and  perform  any  and all duties as are expressly  delegated  to
Agent by the terms of this Agreement and the other Loan Documents
together  with  any  and  all  other  powers  as  are  reasonably
incidental  thereto.   Notwithstanding  any  provision   to   the
contrary  elsewhere in this Agreement, Agent will  not  have  any
duties  or responsibilities except those expressly set  forth  in
this Agreement or any fiduciary relationship with any Lender, and
no   implied  covenants,  functions,  responsibilities,   duties,
obligations or liabilities may be read into this Agreement or any
other  Loan  Document  or otherwise exist  against  Agent.   Each
Lender affirms the authority of Agent, on behalf Lenders, to have
entered into each of the Loan Documents executed on or after  the
Original  Closing  Date and before the Closing  Date  and  hereby
authorizes  and  directs Agent to enter into the  Loan  Documents
entered into on the Closing Date and thereafter.

      12.2  Delegation of Duties.  Agent may execute any  of  its
duties  under this Agreement and the other Loan Documents  by  or
through  agents  or  attorneys-in-fact and will  be  entitled  to
advice  of  counsel  concerning all matters pertaining  to  those
duties.   Agent  will not be responsible for  the  negligence  or
misconduct of any agents or attorneys-in-fact selected by  it  in
good faith.

      12.3 Exculpatory Provisions.  Neither Agent nor any of  its
officers,  directors,  employees,  agents,  attorneys-in-fact  or
Affiliates  may  be (i) liable for any action lawfully  taken  or
omitted  to  be taken by it or such Person under or in connection
with this Agreement or any other Loan Document (except for its or
such Person's own gross negligence or willful misconduct) or (ii)
responsible  in  any manner to any Lender (a) for  any  recitals,
statements, representations or warranties made by any Borrower or
any  officer of any Borrower contained in this Agreement  or  any
other  Loan Document or in any certificate, report, statement  or
other  document referred to, or provided for in, or  received  by
Agent  under or in connection with, this Agreement or  any  other
Loan  Document,  (b)  for  the  value,  validity,  effectiveness,
genuineness,  enforceability or sufficiency of this Agreement  or
any  other  Loan Document, (c) the value of the Loan  Collateral,
the perfection or priority of any interest of Agent or Lenders in
the  Loan Collateral purported to be created or perfected by  the
Loan   Documents,  or  with  respect  to  rights  and   interests
pertaining  to  the Loan Documents, (d) for any  failure  of  any
Borrower to perform its obligations under this Agreement  or  any
other Loan Document, (e) for any loss or depreciation of, lack of
insurance  on,  or failure to realize on, any Loan Collateral  or
for  the  failure or delay in collecting or receiving payment  of
any  sums  from  any Borrower, or for any mistake,  omission,  or
error  of  judgment  in  passing  upon  or  accepting  any   Loan
Collateral, or in the making of any examination, or for  granting
extensions  or indulgences to any Borrower permitted to  be  made
hereunder,  or (f) with respect to the income or withholding  tax
status  with  respect to any interest on, or fees in respect  of,
the  Loans or the Letters of Credit.  Agent will not be under any
obligation  to any Lender to ascertain or to inquire  as  to  the
observance or performance of any of the agreements contained  in,
or  conditions of, this Agreement or any other Loan Document,  or
to inspect the properties, books or records of any Borrower.

     12.4 Reliance by Agent.  Agent will be entitled to rely, and
will   be   fully   protected  in  relying,  on  any   agreement,
instrument,,  writing, resolution, notice, consent,  certificate,
affidavit,   letter,   telecopy,  telex  or   teletype   message,
statement, order or other document or conversation believed by it
to  be genuine and correct and to have been signed, sent or  made
by  the proper Person or Persons and on advice and statements  of
legal  counsel  (including  counsel  to  Borrowers),  independent
accountants and other experts selected by Agent.  Agent may  deem
and   treat   each  Lender  as  the  owner  of  its   Loans   and
participations in the Letter of Credit Exposure for all  purposes
unless an assignment thereof has been made in accordance with the
terms  of  this  Agreement.  Agent will  be  fully  justified  as
between  itself and Lenders in failing or refusing  to  take  any
action  under  this Agreement or any other Loan  Document  unless
Agent  has first received such advice or concurrence of  Required
Lenders  as  Agent  deems appropriate or  Agent  has  been  first
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.  Agent will in  all
cases be fully protected in acting, or in refraining from acting,
under  this  Agreement and the other Loan Documents in accordance
with  a  request  of Required Lenders, and such request  and  any
action  taken or failure to act pursuant to that request will  be
binding on all Lenders and all future holders of the Obligations.

      12.5  Notice of Default.  Agent will not be deemed to  have
knowledge  or  notice of the occurrence of any Event  of  Default
unless  (i) Agent has received notice from a Lender or a Borrower
referring to this Agreement, describing the Event of Default  and
stating  that the notice is a "notice of default", or (ii)  Agent
has  actual knowledge of the occurrence of any Event of  Default.
If  Agent receives such a notice or otherwise obtains such actual
knowledge, Agent will give notice thereof to Lenders.  Subject to
the  terms  of  this  Agreement,  Agent  will  take  such  action
reasonably promptly with respect to such Event of Default  as  is
reasonably  directed  by Required Lenders;  however,  unless  and
until  Agent has received such directions, Agent may  (but  shall
not  be  obligated to) take such action, or refrain  from  taking
such action, with respect to such Event of Default as it believes
advisable  in  the  best  interests of Lenders.   Notwithstanding
anything  to  the contrary in this Section 12, at  no  time  will
Agent be required under any circumstance to take any action that,
in  its sole and absolute judgment, (i) is contrary to the  terms
of  the  Loan  Documents or applicable law, or (ii) would  expose
Agent to liability.

      12.6  Non-Reliance on Agent and Other Lenders.  Each Lender
expressly  acknowledges  that  neither  Agent  nor  any  of   its
officers,  directors,  employees,  agents,  attorneys-in-fact  or
Affiliates  has  made any representations or  warranties  to  any
Lender  and  that no act by Agent in the future taken,  including
any  review  of  the  affairs of Borrowers,  will  be  deemed  to
constitute any representation of warranty by Agent to any Lender.
Each   Lender   represents  to  Agent  that   the   Lender   has,
independently and without reliance on Agent or any other  Lender,
and  based  on such documents and information as the  Lender  has
deemed  appropriate, made its own appraisal of and  investigation
into  the  business,  operations, property, financial  and  other
condition  and  creditworthiness of Borrowers and  made  its  own
decision  to make its Loans under this Agreement and  enter  into
this  Agreement.   Each  Lender also  represents  that  it  will,
independently and without reliance on Agent or any other  Lender,
and  based on such documents and information as each Lender deems
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  investigation as it deems necessary to inform itself as  to
the  business,  prospects, operations,  property,  financial  and
other    condition    and    creditworthiness    of    Borrowers.
Notwithstanding  the foregoing in this Section 12.6,  Agent  will
(i)  promptly provide each Lender with copies of (a)  each  audit
report  of  an  auditor  of Agent, (b) any reconciliations  of  a
Borrower's  Receivables, Inventory, or payables  requested  by  a
Lender  that  are  in  Agent's possession and  (c)  each  report,
certificate,  notice  or other document  delivered  to  Agent  by
Borrower pursuant to Section 8 or Section 10 and requested  by  a
Lender,  and  (ii)  make  available, on a Lender's  request,  the
applicable  working  papers of Agent's auditors  (to  the  extent
available) for inspection at Agent's office at 425 Walnut Street,
Cincinnati,  Ohio.   Except  for  notices,  reports   and   other
documents expressly required to be furnished to Lenders by  Agent
under   this  Agreement,  Agent  will  not  have  any   duty   or
responsibility  to provide any Lender with any  credit  or  other
information   concerning  the  business,  operations,   property,
condition (financial or otherwise), prospects or creditworthiness
of  Borrowers which may come into the possession of Agent or  any
of  its officers, directors, employees, agents, attorneys-in-fact
or Affiliates.

      12.7 Indemnification.  Lenders will indemnify Agent in  its
capacity  as such (to the extent not reimbursed by Borrowers  and
without  limiting the obligation of Borrowers to do so),  ratably
according to their respective Percentage Shares in effect on  the
date  on which indemnification is sought under this Section  12.7
(or,  if  indemnification is sought after the date on which  this
Agreement  has terminated and the Loans have been paid  in  full,
ratably  in  accordance with their Percentage Shares  immediately
before  that  date),  from and against any and  all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses or disbursements of any kind  whatsoever
which  may  at  any  time (including at any  time  following  the
payment  of  the  Obligations) be  imposed  on,  incurred  by  or
asserted against Agent in any way relating to or arising  out  of
this  Agreement, any of the other Loan Documents or any documents
contemplated by or referred to in this Agreement or in any of the
other  Loan  Documents or the transactions contemplated  by  this
Agreement  or  by any of the other Loan Documents or  any  action
taken or omitted by Agent under or in connection with any of  the
foregoing;  provided that a Lender will not  be  liable  for  the
payment  of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  if resulting solely from Agent's gross  negligence
or  willful misconduct and the Lender had no part in such  action
or  omission by Agent and did not receive any benefit  from  such
action or omission by Agent.  The agreements in this Section 12.7
will survive the payment of the Obligations.

      12.8  Agent  in  Its Individual Capacity.   Agent  and  its
Affiliates may make loans to, accept deposits from and  generally
engage  in  any kind of business with Borrowers as  though  Agent
were  not the agent under this Agreement and under the other Loan
Documents.  With respect to its Loans made or renewed by  it  and
with respect to any Letter of Credit issued or participated in by
it,  Agent  will  have  the same rights  and  powers  under  this
Agreement  and  the other Loan Documents as any  Lender  and  may
exercise  the  same as though it were not Agent,  and  the  terms
"Lender"  and  "Lenders"  will include Agent  in  its  individual
capacity.

     12.9 Loan Collateral Matters.

           12.9.1  Perfection/Enforcement Actions.  Except as may
be  limited  by  this  Agreement, Agent is hereby  authorized  on
behalf of all of Lenders, without the necessity of any notice  to
or  further consent from any Lender, from time to time,  to  take
any  action  with  respect to any Loan Collateral  which  may  be
necessary  or  desirable  to perfect and maintain  perfected  the
security  interest  in and Liens on the Loan  Collateral  granted
pursuant to the Loan Documents.  Payment and performance  of  the
Obligations  under this Agreement and the Security Agreement  may
be  enforced only by the action of Agent, and no Lender will have
any  right individually to seek to enforce or to enforce  payment
or  performance of the Obligations or any of those agreements, it
being understood and agreed that such rights and remedies may  be
exercised  only by Agent, for the benefit of Agent  and  Lenders,
upon the terms of those agreements and this Agreement.

           12.9.2   Release of Loan Collateral.   Lenders  hereby
authorize Agent, at its option and in its discretion, to  release
any  Lien granted to or held by Agent on any Loan Collateral  (i)
on  termination of this Agreement and payment and satisfaction of
all of the Obligations at any time arising under or in respect of
this  Agreement  or the other Loan Documents or the  transactions
contemplated  hereby or thereby, or (ii) if approved,  authorized
or  ratified in writing by Required Lenders, unless such  release
is  authorized under this Agreement or any of the Loan  Documents
with the consent only of Agent.  On request by Agent at any time,
Lenders  will  confirm  in writing Agent's authority  to  release
particular  types  or items of Loan Collateral pursuant  to  this
Section  12.9.   In  the event of any sale or  transfer  of  Loan
Collateral,  or any foreclosure with respect to any of  the  Loan
Collateral,  Agent is authorized to deduct all  of  the  expenses
incurred by Agent from the proceeds of any such sale, transfer or
foreclosure.

           12.9.3  Automatic Release of Loan Collateral.  Lenders
hereby agree that the Liens granted to Agent, for the benefit  of
the  Agent  and Lenders, in any property sold or disposed  of  in
accordance with the provisions of Section 10.25(iii) will, if  no
Event of Default then exists, be automatically released.

          12.9.4  Execution of Release Documents.  To the extent,
pursuant to the provisions of Sections 12.9.2 and 12.9.3, Agent's
execution  of a release is required to release the Liens  granted
to  Agent  on any sale and transfer of Loan Collateral  which  is
expressly  permitted pursuant to the terms of this Agreement,  or
consented to in writing by Required Lenders or by all of Lenders,
as  applicable,  and  on at least five (5)  Business  Days  prior
written   request  by  Borrower,  Agent  will  (and   is   hereby
irrevocably  authorized by Lenders to) execute such documents  as
may be necessary to evidence the release of the Liens granted  to
Agent in the Loan Documents on the Loan Collateral that was  sold
or  transferred; provided that (i) Agent will not be required  to
execute  any  such  document on terms which, in Agent's  opinion,
would  expose  Agent  to liability or create  any  obligation  or
entail  any  consequence other than the  release  of  such  Liens
without  recourse or warranty and (ii) such release will  not  in
any  manner  discharge, affect or impair the Obligations  or  any
Liens  on  (or  obligations  or  Borrowers  in  respect  of)  all
interests  retained by Borrowers, including the proceeds  of  the
sale,  all of which will continue to constitute part of the  Loan
Collateral.

           12.9.5   Agency  for Perfection by  Possession.   Each
Lender hereby appoints each other Lender as agent for the purpose
of  perfecting Lender's security interests in property which,  in
accordance with the UCC or other applicable law, can be perfected
only  by  possession.  Should any Lender (other  than  Agent  but
inclusive of any Lender's Participant) obtain possession  of  any
collateral  or security for the Obligations, Lender  will  notify
Agent  and, promptly on Agent's request, Lender will deliver  the
security  or  collateral  to  Agent in  accordance  with  Agent's
instructions.

           12.9.6   Expenditures by Agent.   Agent,  without  the
prior  consent  of  Lenders, will have the  right  (but  not  the
obligation)  to make expenditures, whether before  or  after  the
occurrence  of an Event of Default, that Agent deems  appropriate
or  necessary  to  protect or preserve the  Loan  Collateral,  to
collect  any of the Obligations, to sell, liquidate, dispose  of,
or otherwise realize on, any of the Loan Collateral, to preserve,
interpret,  enforce, or defend any rights or remedies  of  Agent,
Lenders, or any of them, conferred by the Loan Documents,  or  to
pay  any amounts chargeable to, or payable by, Borrowers pursuant
to  the  Loan Documents (the foregoing expenditures being, "Agent
Advances").  Each Lender will reimburse Agent on its  demand,  to
the  extent  of  the  Lender's Percentage Share,  for  all  Agent
Advances (including legal fees and disbursements) which have  not
been  reimbursed by Borrowers within 10 days after Agent's demand
on  Borrowers  therefor.   If  any payment  required  under  this
Section 12.9.6 is not, in fact, made by a Lender when due,  Agent
will  be  entitled  to recover the applicable amount  on  Agent's
demand  together with interest on the applicable  amount  at  the
Federal Funds Rate, for each day from the date due until the date
the applicable amount is paid.

      12.10      No  Third Party Beneficiary.  The provisions  of
this  Section 12 are solely for the benefit of Agent and Lenders,
and  none  of  Borrowers will have any rights as  a  third  party
beneficiary of any of the provisions of this Section  12  (except
to  the  extent of its rights under Section 12.9).  In performing
its  functions and duties as Agent under this Agreement  and  the
other  Loan Documents, Agent acts solely as the agent of  Lenders
and  does  not assume and will not be deemed to have assumed  any
agency obligation toward, or relationship of agency or trust with
or for, any Borrower or any Affiliate of any Borrower.

13.  EVENTS OF DEFAULT

      13.1 Events of Default.  (i)  Each of the following events,
whether  or not caused by or within the control of any  Borrower,
will constitute an "Event of Default" under this Agreement:

                (a)  Any Borrower does not pay, when due, any  of
the  Obligations  owing  to Agent or any  Lender,  including  any
amounts required to be paid to Agent under Section 2.4;

                (b)   Any Borrower does not observe, perform,  or
comply with Section 2.4 or any of the Financial Covenants;

                (c)   Any Borrower does not observe, perform,  or
comply with any term or provision of this Agreement or of any  of
the other Loan Documents (exclusive of those defaults covered  by
clauses (a), (b) and (d) through (v) of this Section 13.1(i));

                (d)  A Borrower fails to make any payment due  to
any Affiliate of Agent, materially breaches any agreement between
the  Borrower  and any Affiliate of Agent, or makes any  material
misrepresentation to any Affiliate of Agent;

                (e)   Any  representation, warranty or  statement
made  by or on behalf of any Borrower, (1) in this Agreement,  in
connection   with   this  Agreement,  in  connection   with   any
transaction  relating to this Agreement or in any  of  the  other
Loan  Documents was false in any material respect,  in  the  good
faith  judgment of Agent, when made or furnished or when  treated
as  being made or furnished or (2) to induce any Lender  to  make
any  Loan  was false in any material respect, in the  good  faith
judgment  of  Agent, when made or furnished or  when  treated  as
being made or furnished;

               (f)  Any Borrower: (1) is not Solvent, (2) becomes
generally unable to pay its respective debts as they become  due,
(3)  makes a general assignment for the benefit of creditors,  or
(4) calls a meeting of creditors for the composition of debts; or
the  Board of Directors of a Borrower (or any committee  thereof)
adopts  a resolution authorizing or has otherwise authorized  the
actions described in subitems (3) or (4) of this clause (f);

                (g)   There is filed by or against any  Borrower,
(1)  any  case,  petition, proceeding or other action  under  any
existing   or   future  bankruptcy,  insolvency,  reorganization,
liquidation  or arrangement or readjustment of debt  law  or  any
similar existing or future law of any applicable jurisdiction, or
(2)  a  custodian, receiver, trustee, sequestrator, or  agent  is
appointed or authorized to take charge of any of its properties;

               (h)  Required Lenders, in their judgment exercised
in good faith, determine that there has occurred any material and
adverse change in the business operations or condition, financial
or  otherwise,  of  any  Borrower adversely affecting  Borrowers'
ability  to  perform  any  of  their payment  or  other  material
Obligations  under  this  Agreement or  any  of  the  other  Loan
Documents;

               (i)  Any Borrower or Additional Guarantor defaults
under  its Guaranty or proper demand is made on any such Borrower
or Additional Guarantor thereunder;

                (j)   There occurs a casualty loss in  excess  of
$1,500,000  with respect to any of the Loan Collateral  which  is
not covered by insurance;

               (k)  Required Lenders, in their judgment exercised
in good faith, determine that there has occurred any material and
adverse  change in the aggregate value of, or Agent's or Lenders'
rights or interests in, the Loan Collateral with the result  that
Agent's  or  Lenders' security for the Obligations is  materially
diminished;

               (l)  (1) Except as provided in clauses (q) and (r)
below of this Section 13.1(i), any default occurs under the terms
applicable  to any Indebtedness of any Borrower in  an  aggregate
amount  exceeding  $1,000,000 which represents any  borrowing  or
financing  or arising under any other Applicable Agreement  from,
by  or  with any Person or (2) there occurs a material breach  by
any  Borrower under any Applicable Agreement (other than the ones
described  in subitem (1) of this clause (l) or clauses  (q)  and
(r)  of this Section 13.1(i)), the result of which breach is  the
suspension  of  the  other parties' performance  thereunder,  the
delivery of a notice of acceleration, or the termination of  such
Applicable Agreement;

               (m)  A contribution failure occurs with respect to
any  Pension Plan sufficient to give rise to a lien under Section
302(f) of ERISA;

                (n)  A Borrower is enjoined, restrained or in any
way  prevented  by  order  of  any  Governmental  Authority  from
conducting  any  material part of its business affairs  and  such
order  is  not  completely stayed, to the  sole  satisfaction  of
Agent,  or  dissolved within one Business Day from the  effective
date of such order;

                (o)   Any Borrower shall voluntarily dissolve  or
cease  to exist, or any final and nonappealable order or judgment
shall  be  entered against a Borrower decreeing  its  involuntary
dissolution;

               (p)  There occurs a change in the ownership of (1)
Midcoast,  SabreTech, Dimension or Turbotech such that  Midcoast,
SabreTech, Dimension or Turbotech, as applicable, shall cease  to
be  the  wholly-owned Subsidiary of Sabreliner; (2)  Little  Rock
such  that  Little  Rock  shall  cease  to  be  the  wholly-owned
Subsidiary  of  Midcoast or Sabreliner (other than  a  merger  of
Midcoast  and Little Rock); (3) an Additional Borrower such  that
the  Additional  Borrower  shall cease  to  be  the  wholly-owned
Subsidiary of a Borrower; or (4) Sabreliner such that  F.  Holmes
Lamoreux shall cease to own directly or indirectly at least  39%,
on  a  fully  diluted basis, of the beneficial  interest  in  the
issued  and outstanding voting securities of Sabreliner, in  each
case free and clear of all Liens;

                (q)   A  Senior Notes Default shall have occurred
and be continuing, and, as a result of such Senior Notes Default,
the  unpaid principal (or any part thereof) of any of the  Senior
Notes shall have been declared to be due and payable;

                (r)   A  Senior Notes Default consisting  of  the
failure  to make a payment when due under the Senior Notes  shall
have occurred and be continuing;

               (s)  Except as otherwise contemplated hereunder or
in  the  Senior  Notes Indenture, any fact, event,  condition  or
circumstance  (or  any  set  of  facts,  events,  conditions   or
circumstances) exists, has occurred or is applicable which allows
the  Holder (as defined in the Senior Notes) of any of the Senior
Notes  or,  as  applicable, the Trustee under  the  Senior  Notes
Indenture, to require that Sabreliner purchase or repurchase  any
of the Senior Notes prior to the scheduled maturity date of April
15, 2003;

               (t)  In addition to Required Lender's rights under
clauses  (h) and (k) of this Section 13.1(i) and under the  other
clauses of this Section 13.1, Required Lenders, in their judgment
exercised   in  good  faith,  determine  that  any  Environmental
Liability  has been incurred, exists, or is applicable (1)  which
has  a  Material  Adverse Effect or (2) by which  any  Borrower's
title  to,  or its right to use or have access to, its  property,
including the Loan Collateral, are, in Agent's judgment exercised
in good faith, materially affected thereby;

                (u)   There is enacted any legislation  (federal,
state  or local) which allows any Person to obtain a Lien on  the
Loan  Collateral which is superior to the Liens and interests  of
Agent  or  Lenders  on  and  in such property,  and,  in  Agent's
discretion  exercised  in good faith, there  are  not  sufficient
measures  in  place  to  protect Agent  or  Lenders  against  the
imposition of such a superior Lien; or

               (v)  The audit report required pursuant to Section
8.7  is  not  an unqualified audit report, unless the reason  for
qualification is not material to Borrowers' financial  condition,
taken as a whole, in Required Lenders' judgment exercised in good
faith.

           (ii)  Each  Event of Default will be deemed continuing
until it is waived in writing by Required Lenders or cured.

      13.2  Cure Periods.  (i)  Subject to Section 13.2(ii),  any
Borrower's  failure to comply with the terms of any  of  Sections
8.3  through, and including, 8.10 will be considered an Event  of
Default  for purposes of Section 14.1 only if Borrowers  fail  to
cure  the default within ten (10) days after the earlier  of  (a)
the date on which any Borrower has knowledge of the existence  of
such  event or condition or (b) the date on which Agent  notifies
Borrowers of the existence of such event or condition.

          (ii) Section 13.2(i) will not be applicable with regard
to  (a)  any  default which by its nature is not  susceptible  of
cure, (b) a default if, within the 12 calendar months immediately
preceding  the  occurrence  of such  default,  any  Borrower  has
previously breached the same provision of this Agreement, or  (c)
any  default, as a result of which Agent believes, in good faith,
that  there  exists an immediate risk, threat, or danger  to  the
value  of  the Loan Collateral, Agent's or Lenders' interests  in
the Loan Collateral, or the collectibility of the Obligations.

            (iii)      Notwithstanding  any  period  of  cure  as
provided  in Section 13.2(i), all of Agent's and Lenders'  rights
under  the Loan Documents during the continuance of an  Event  of
Default (subject to Section 13.2(i)), including the interest rate
described in Section 3.1 applicable during the continuance of  an
Event  of  Default, will, at the option of Required  Lenders,  be
applicable  until  any  such  event  is  cured  to  the   written
satisfaction of Required Lenders.

14.  LENDERS' RIGHTS AND REMEDIES.

      14.1  Acceleration.  Upon the occurrence of  any  Event  of
Default, in addition to all other rights and remedies provided in
the  Loan  Documents  or available at law or  in  equity,  Agent,
without further notice or demand but subject to Section 13.2, (i)
may,  and will if directed by Required Lenders, declare the Loans
and  all  other  Obligations to be immediately  due  and  payable
(except  that with respect to any Event of Default under  Section
13.1(i)(f) or Section 13.1(i)(g), such acceleration of the  Loans
shall  be automatic), (ii), to the extent that the maximum amount
of the Credit Facility has not yet been used or fully drawn on by
Borrowers,  may,  and  will  if  directed  by  Required  Lenders,
terminate  Commitments,  (iii) may,  and  will  if  requested  by
Required  Lenders, terminate this Agreement, and (iv)  will  have
all  rights to realize upon, and exercise its rights with respect
to,  the Loan Collateral pursuant to this Agreement and the other
Loan  Documents,  and as otherwise provided  by  applicable  law.
Agent's  and  Lenders' rights and remedies under  this  Agreement
shall  be  cumulative and not exclusive of  any  other  right  or
remedy which Agent or Lenders have.

      14.2  Fees  and Expenses.  Borrowers shall  pay  to  Agent,
immediately and as part of the Obligations, all reasonable  costs
and expenses, including court costs, Attorneys' Fees and costs of
sale, incurred by Agent or any Lender in exercising any of its or
their rights or remedies under the Loan Documents.

      14.3  Actions in Respect of the Letters of Credit.  If  any
Event  of  Default  shall have occurred and be continuing,  Agent
may,  and  will  if  requested by Required  Lenders,  whether  in
addition  to taking any of the actions described in Section  14.1
or  otherwise, if any Letters of Credit shall have  been  issued,
make  demand  upon Borrowers to, and forthwith upon  such  demand
Borrowers  will,  pay  to Issuing Lender in  same  day  funds  at
Issuing Lender's office designated in such demand, for deposit in
a  special interest bearing cash collateral account (the  "Letter
of Credit Collateral Account") to be maintained at such office of
Issuing  Lender, an amount equal to the Letter of Credit Exposure
from  time to time in existence.  The Letter of Credit Collateral
Account  shall be in the name of Borrowers (as a cash  collateral
account),  but  under the sole dominion and  control  of  Issuing
Lender  (with sole right of withdrawal) and subject to the  terms
of  this Agreement and the other Loan Documents.  On each drawing
under a Letter of Credit, Issuing Lender shall seek reimbursement
from  any  amounts  then  on deposit  in  the  Letter  of  Credit
Collateral  Account;  however, if (i)  no  amounts  are  then  on
deposit  in  the  Letter of Credit Collateral Account,  (ii)  the
amount then on deposit in the Letter of Credit Collateral Account
is  insufficient  to  pay the amount of such  drawing,  or  (iii)
Issuing   Lender   is  legally  prevented  or   restrained   from
immediately applying amounts on deposit in the Letter  of  Credit
Collateral Account, then the amount of each unreimbursed  drawing
under such Letter of Credit and payment required to be made under
this  Section  14.3  shall  automatically  be  converted  into  a
Revolving Loan made on the date of such drawing for all  purposes
of  this  Agreement.  To the extent that Issuing  Lender  applies
amounts on deposit in the Letter of Credit Collateral Account  as
provided  in this Section 14.3, and, thereafter, such application
(or  any  portion thereof) is rescinded or any amount so  applied
must otherwise be returned by Issuing Lender upon the insolvency,
bankruptcy or reorganization of a Borrower or otherwise, then the
amount  so rescinded or returned shall automatically be converted
into  a  Revolving Loan made on the date of such drawing for  all
purposes of this Agreement.

15.  AMENDMENTS; WAIVERS; ASSIGNMENTS; PARTICIPATIONS.

     15.1 Amendments and Waivers.

           15.1.1     Amendments Permitted by Consent of Required
Lenders.   Neither this Agreement, any other Loan  Document,  nor
any  terms  of this Agreement or any other Loan Document  may  be
amended,  supplemented  or  modified except  in  writing  and  in
accordance  with the provisions of this Section  15.1.   Required
Lenders  may,  or, with the written consent of Required  Lenders,
Agent  may,  from  time to time, (i) enter  with  Borrowers  into
written   amendments,  supplements  or  modifications   to   this
Agreement and the other Loan Documents for the purpose of  adding
any  provisions to this Agreement or the other Loan Documents  or
changing  in  any manner of rights or obligations of  Lenders  or
Borrowers  under this Agreement or under any of  the  other  Loan
Documents  or (ii) waive at Borrowers' request, on the terms  and
conditions as Required Lenders or Agent, as the case may be,  may
specify in the applicable instrument, any of the requirements  of
this  Agreement  or  the other Loan Documents  or  any  Event  of
Default and its consequences.  However, no proposed waiver and no
amendment, supplement or modification of this Agreement or any of
the  other  Loan  Documents  may be  agreed  to  if  the  waiver,
amendment, supplement or modification would:

                (i)  (a) reduce the amount of, or extend the time
for  payment  of,  (1) any payment of principal or  interest  due
under this Agreement or any Letter of Credit Document or (2)  any
Unused Commitment Fee or any LOC Fee, (b) reduce the stated  rate
of  any  interest or any Unused Commitment Fee or LOC Fee payable
under  this  Agreement, (c) extend the expiration  date  of  this
Agreement, or (d) increase the Commitment of any Lender over  the
amount  of the applicable Commitment then in effect exclusive  of
any  increase  which may result from a Permitted Overadvance  (as
defined below) (it being understood that a waiver of an Event  of
Default  will  not  constitute a  change  in  the  terms  of  any
Commitment  of any Lender), in each case without the  consent  of
each  Lender affected thereby.  Notwithstanding anything  to  the
contrary in this Section 15.1, Agent will have the right, in  its
discretion  and  without  the consent  of  any  Lender,  to  make
Overadvances (as defined in Section 2.2.1) from time to  time  on
behalf  of all Lenders so long as each Overadvance is not  for  a
period longer than 45 days and all Overadvances outstanding as of
any  date  do not exceed an amount equal to ten percent (10%)  of
the  sum  of  (a) the then Eligible Inventory plus (b)  the  then
Eligible   Receivables  (Overadvances  meeting  those  conditions
being, "Permitted Overadvances");

               (ii) (a) increase the advance rate with respect to
Eligible  Receivables above 85%, (b) increase  the  advance  rate
with  respect  to  Eligible  Inventory,  exclusive  of  Pre-Owned
Aircraft and Work in Process, above 55%, (c) increase the advance
rate  with respect to Eligible Inventory of Sabreliner  which  is
Work in Process consisting of work on aircraft engines above 30%,
(d)  increase the advance rate with respect to Eligible Inventory
of  Sabreliner  which  is  Work in Process  other  than  work  on
aircraft  engines above 20%, (e) increase the advance  rate  with
respect  to those items of Eligible Inventory which are Pre-Owned
Aircraft  above  80%, or (f) increase the maximum  dollar  amount
under  the  express  terms  of  this  Agreement  attributable  to
Eligible  Receivables  or Eligible Inventory  (exclusive  of  any
increase  which,  in any instance, may result  from  a  Permitted
Overadvance),  in each case without the consent  of  each  Lender
affected thereby;

                (iii)     amend, modify or waive any provision of
this  Section  15.1  or reduce the percentage  specified  in  the
definition  of Required Lenders, or consent to the assignment  or
transfer by a Borrower of any of its rights and obligations under
this Agreement and the other Loan Documents, in each case without
the written consent of all Lenders;

                (iv)  release from the Liens created by the  Loan
Documents all or substantially all of the Loan Collateral (except
as  expressly permitted in the respective Loan Documents) without
the consent of all Lenders;

                (v)   without limiting clause (i) above  of  this
Section  15.1.1, amend, modify or waive any provision of  Section
2.3 without the written consent of Issuing Lender; or

                (vi)  amend,  modify or waive  any  provision  of
Section  12 or of any other provision relating to the  rights  or
obligations of the then Agent without, in each case, the  written
consent of the then Agent and Lenders.

          15.1.2    Consent Matters.

                (i)   If  (a)  Agent requests a Lender's  written
consent to any proposed waiver (including any waiver of any Event
of  Default),  amendment,  supplement  or  modification  of  this
Agreement or any of the other Loan Documents pursuant to  Section
15.1.1 or for any other matter relating to the Obligations or any
of the Loan Documents and (b) the Lender does not notify Agent of
the  Lender's  refusal to grant the consent  requested  by  Agent
within  10 days after receipt of Agent's request for the Lender's
consent, then the Lender's consent will be treated as having been
granted,  and  Agent  and the other Lenders  will  thereafter  be
permitted  to  take  the actions described  in  the  request  for
consent as though the Lender had affirmatively consented  to  the
requested actions.

                (ii)  If  (a)  Agent requests a Lender's  written
consent to any proposed waiver (including any waiver of any Event
of  Default),  amendment,  supplement  or  modification  of  this
Agreement or any of the other Loan Documents pursuant to  Section
15.1.1 or for any other matter relating to the Obligations or any
of  the  Loan  Documents and (b) the Lender refuses to  give  its
consent,  Agent, at its option, may, at any time within  45  days
after  the Lender notifies Agent of the Lender's refusal to grant
the requested consent, acquire on notice to the applicable Lender
(a "Buy-Out Notice") all, but not less than all, of that Lender's
Percentage  Share of the Loans and its Letter of Credit  Exposure
by  paying to that Lender an amount equal to the unpaid principal
balance  of the Loans and any Unreimbursed Drawings held by  that
Lender  plus all accrued interest and fees then due to the Lender
as set forth in this Agreement.  From and after the date on which
Agent  delivers a Buy-Out Notice to a Lender, Agent and the other
Lenders  may  amend, modify and supplement the Loan Documents  or
waive any of the provisions of the Loan Documents (including  any
Event  of  Default), or all of the foregoing, as though the  non-
consenting  Lender had, in fact, affirmatively consented  to  the
requested actions.

            15.1.3      Binding  Effect.   Any  waiver  and   any
amendment,  supplement or modification pursuant to  this  Section
15.1 will apply to each Lender and shall be binding on Borrowers,
Lenders,  Agent  and all future holders of the  Obligations.   No
waiver by Agent or any Lender will be effective unless it  is  in
writing and then only to the extent specifically stated.

          15.1.4    No Waiver.  Failure by Agent or any Lender to
exercise any right, remedy or option under this Agreement  or  in
any  Loan  Document or delay by Agent or any Lender in exercising
the same shall not operate as a waiver by Agent or any Lender  of
its right to exercise any such right, remedy or option.

     15.2 Assignment.

            15.2.1     Borrower  Assignments.   No  Borrower  may
assign,  transfer or otherwise dispose of any of  its  rights  or
obligations hereunder, by operation of law or otherwise, and  any
such  assignment, transfer or other disposition without  Lenders'
written consent shall be void.

            15.2.2      Lender  Assignments.   The   rights   and
obligations of a Lender under this Agreement may not be  assigned
by  any Lender without the prior consent of Borrowers, Agent, and
Required  Lenders.   If any Lender assigns,  sells  or  otherwise
transfers  all or any portion of its rights or obligations  under
this  Agreement  except as permitted by this Section  15.2,  that
Lender's  assignee, purchaser or transferee will not acquire  any
rights  or  obligations under this Agreement or any of the  other
Loan  Documents and the assigning, selling or transferring Lender
will remain obligated as a "Lender" in all respects.

           15.2.3.   Benefit; Binding Effect.  All of the rights,
privileges, remedies and options given to Lenders under the  Loan
Documents  shall inure to the benefit of each Lender's successors
and assigns, and all the terms, conditions, covenants, provisions
and  warranties herein shall inure to the benefit of and bind the
permitted  successors  and  assigns  of  Borrowers  and  Lenders,
respectively.

     15.3 Participations.

           15.3.1     Permitted Participations.   Notwithstanding
anything  to the contrary in Section 15.2, each Lender may  grant
participations  in  the Lender's Commitment  to  other  financial
institutions (each, a "Participant"); however, regardless of  any
participation,

           (i)  The Lender granting the participation will remain
solely  liable under this Agreement and the other Loan  Documents
for  the observance, performance and compliance with all  of  the
terms  and  conditions of this Agreement and the Loan  Documents,
and  no  Participant will acquire any rights or interests against
Agent  or  any  Lender  (other  than  the  Lender  granting   the
Participant's  participation)  arising  out  of,  under,  or   in
connection with this Agreement or the other Loan Documents or the
transactions  contemplated by this Agreement or  the  other  Loan
Documents,  including any rights to approve any amendment  to  or
waiver of this Agreement or any other Loan Document;

           (ii) Each Participant authorizes Agent and Lenders  to
deal exclusively with the Lender granting the participation; and

           (iii)      Each  Lender granting a participation  will
remain the owner of the Obligations held by it.

           15.3.2     Set  Off Right.  Borrowers  agree  that  if
amounts  outstanding under this Agreement are due and  unpaid  or
have   been  declared  or  have  become  due  and  payable,  each
Participant, to the extent permitted by applicable law,  will  be
deemed   to  have  the  right  of  setoff  in  respect   of   its
participating interest in amounts owing under this  Agreement  to
the  same  extent as if the amount of its participating  interest
were  owing  directly  to it as a Lender  under  this  Agreement;
provided  that  any  Participant exercising that  right  will  be
obligated  to share with Lenders, as if such participant  were  a
"Lender" under this Agreement, the amount of any such setoff; and
provided,  further,  that if all or any portion  of  such  excess
payment  or  other  recovery  is thereafter  recovered  from  the
Participant  by  or  on behalf of a Borrower,  the  Participant's
obligation  to  share such excess payment will be  rescinded  and
such  payment shall be returned to Participant to the  extent  of
such  recovery.  No Participant may exercise any  such  right  of
setoff except with the consent of Required Lenders.

            15.3.3      Disclosure  of  Information.    Borrowers
authorize each Lender granting a participation to disclose to any
Participant  any  and all financial information in  the  Lender's
possession concerning Borrowers which has been delivered  to  the
Lender by Borrowers or Agent pursuant to the Loan Documents or in
connection  with the Lender's credit evaluation of  Borrowers  or
which has been obtained independently by the Lender in its credit
evaluation or audit of Borrowers.  Each Participant must agree to
keep  confidential the information received by it from  a  Lender
regarding  Borrowers  (i)  in  the  same  manner  that  it  keeps
confidential the business and financial information of its  other
commercial customers and (ii) as required by law.

      15.4 Law Requirements.  Nothing in the Loan Documents  will
prohibit  any Lender from pledging or assigning its interests  in
the  Loans  to  any  Federal  Reserve  Bank  in  accordance  with
applicable law.

16.  GENERAL.

      16.1  Severability.  If any term of this Agreement is found
invalid  under  Ohio law or laws of mandatory  application  by  a
court  of  competent  jurisdiction,  the  invalid  term  will  be
considered  excluded from this Agreement and will not  invalidate
the remaining terms of this Agreement.

      16.2 Governing Law.  THIS AGREEMENT HAS BEEN DELIVERED  AND
ACCEPTED  AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT CINCINNATI,
OHIO.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND  GOVERNED BY THE INTERNAL LAWS OF THE STATE OF OHIO  (WITHOUT
REFERENCE TO OHIO CONFLICTS OF LAW PRINCIPLES).

      16.3  WAIVER OF JURISDICTION.  AS A SPECIFICALLY  BARGAINED
INDUCEMENT FOR AGENT AND LENDERS TO ENTER INTO THIS AGREEMENT AND
FOR  LENDERS TO EXTEND CREDIT TO BORROWERS, EACH BORROWER  AGREES
THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING  OUT
OF  THIS  AGREEMENT,  ITS VALIDITY OR PERFORMANCE,  AT  THE  SOLE
OPTION  OF  REQUIRED LENDERS, THEIR SUCCESSORS AND  ASSIGNS,  AND
WITHOUT  LIMITATION ON THE ABILITY OF AGENT OR LENDERS  OR  THEIR
SUCCESSORS  AND ASSIGNS, TO EXERCISE ALL RIGHTS AS  TO  THE  LOAN
COLLATERAL   OR   INITIATE  AND  PROSECUTE  IN   ANY   APPLICABLE
JURISDICTION  ACTIONS RELATED TO REPAYMENT  OF  THE  OBLIGATIONS,
SHALL  BE  INITIATED AND PROSECUTED AS TO ALL PARTIES  AND  THEIR
SUCCESSORS  AND ASSIGNS AT CINCINNATI, OHIO.  AGENT, LENDERS  AND
BORROWERS  EACH  CONSENTS  TO  AND SUBMITS  TO  THE  EXERCISE  OF
JURISDICTION OVER ITS PERSON BY ANY COURT SITUATED AT CINCINNATI,
OHIO  HAVING  JURISDICTION OVER THE SUBJECT MATTER, AND  CONSENTS
THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO
AGENT,  LENDERS AND BORROWERS AT THEIR RESPECTIVE  ADDRESSES  SET
FORTH IN SECTION 16.8 OR AS OTHERWISE PROVIDED UNDER THE LAWS  OF
THE  STATE OF OHIO.  EACH BORROWER WAIVES ANY OBJECTION BASED  ON
FORUM  NON  CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY  ACTION
INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH  LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

      16.4  Survival  and  Continuation  of  Representations  and
Warranties.    All   of   each  Borrower's  representations   and
warranties  contained  in this Agreement shall  (i)  survive  the
execution,  delivery and acceptance hereof by the parties  hereto
and  the  closing of the transactions described herein or related
hereto  and  (ii)  remain true until the  Obligations  are  fully
performed, paid and satisfied, subject to such changes as may not
be  prohibited  hereby,  do  not  constitute  Events  of  Default
hereunder,  and  have  been consented to by Required  Lenders  in
writing.

      16.5  Additional  Rights Regarding Loan Collateral.   Agent
may,  in its discretion exercised in good faith, (i) enforce and,
to  the extent set forth in this Agreement, waive or release  any
Loan Collateral or portion thereof, (ii) apply such security  and
direct  the  order or manner of sale thereof as Required  Lenders
may,  from time to time, determine, and (iii) settle, compromise,
collect  or otherwise liquidate any such security in any  manner,
in  each  case following the occurrence of any Event  of  Default
without  affecting  or  impairing its right  to  take  any  other
further action with respect to any security or any part thereof.

     16.6 Application of Payments; Revival of Obligations.  Agent
shall  have the continuing right to apply or reverse and  reapply
any  payments to any portion of the Obligations.  To  the  extent
any Borrower makes a payment or payments to Agent or a Lender, or
Agent or any Lender receives any payment or proceeds of the  Loan
Collateral  or  any  other security for any  Borrower's  benefit,
which payment(s) or proceeds or any part thereof are subsequently
voided,  invalidated, declared to be fraudulent or  preferential,
set  aside or required to be repaid to a trustee, receiver or any
other  party  under  any bankruptcy act, state  or  federal  law,
common  law  or  equitable cause, then, to  the  extent  of  such
payment  or  proceeds received, the Obligations or  part  thereof
intended  to be satisfied shall be revived and shall continue  in
full  force  and effect, as if such payment or proceeds  had  not
been received by Agent or a Lender.

      16.7 Fees and Expenses.  (i)  Each Borrower shall reimburse
Agent  for  all reasonable costs, fees, expenses and  obligations
incurred by Agent or any Lender or for which Agent or any  Lender
becomes  obligated ("Expenses") in connection with,  arising  out
of, or related to:

                (a)  the entering into, negotiation, preparation,
closing  and  enforcement of this Agreement or any of  the  other
Loan  Documents  and  any  of  Agent's  or  any  Lender's  rights
hereunder and thereunder;

                (b)   any  loans  or advances made  by  a  Lender
hereunder;

                 (c)    any  transaction  contemplated  by   this
Agreement;

                 (d)    any  inspection,  audit,  appraisal,   or
verification  of  the  Loan Collateral or  any  Borrower  or  any
proposed Permitted Acquisition (Agent currently charges $450  per
diem  based  on  an  8 hour day plus out-of-pocket  expenses  per
auditor  or  field examiner for the services of its auditors  and
field  examiners and a potentially greater amount if the  auditor
is  not  a Star Bank employee); provided, however, that Borrowers
shall  not be obligated to reimburse any Lender (other than  Star
Bank)  for  any  Expenses arising out of any  inspection,  audit,
appraisal, or verification of the Loan Collateral or any Borrower
or any proposed Permitted Acquisition; however, such Lender shall
be  permitted to participate, at its cost and expense, with Agent
or  Star  Bank  in  any  such inspection,  audit,  appraisal,  or
verification  of  the  Loan Collateral or  any  Borrower  or  any
proposed Permitted Acquisition;

                (e)   any  liability under Section  3505  of  the
Internal  Revenue  Code and all other local,  state  and  federal
statutes of similar import; and

                (f)   with respect to any or all of (1) enforcing
any  Obligation  or  in  foreclosing  against  any  of  the  Loan
Collateral or exercising or enforcing any other right  or  remedy
available  by reason of any Event of Default, (2) any refinancing
or  restructuring of the credit arrangements provided under  this
Agreement  in the nature of a "work-out" or in any insolvency  or
bankruptcy  proceeding, (3) commencing, defending or  intervening
in  any  litigation  or in filing a petition, complaint,  answer,
motion or other pleadings in any legal proceeding relating to any
Borrower  and  related  to  or arising out  of  the  transactions
contemplated hereby or by any of the Loan Documents,  (4)  taking
any  other  action in or with respect to any suit  or  proceeding
(whether in bankruptcy or otherwise), (5) protecting, preserving,
collecting,   leasing,   selling,  taking   possession   of,   or
liquidating  any  of the Loan Collateral, or  (6)  attempting  to
enforce or enforcing any lien on or security interest in  any  of
the Loan Collateral or any other rights under the Loan Documents.

           (ii) The Expenses (a) will include Attorneys' Fees and
reasonable fees of other professionals, all lien search and title
search  fees,  all filing and recording fees and  all  reasonable
travel expenses and (b) are part of the Obligations, payable upon
Agent's demand, and will be secured by the Loan Collateral.

           (iii)     The Obligations described under this Section
16.7 shall survive any termination of this Agreement.

       16.8   Notices.    Any  notice  required,   permitted   or
contemplated hereunder shall be in writing and addressed  to  the
party  to be notified at the address set forth below or  at  such
other address as each party may designate for itself from time to
time  by notice hereunder, and shall be deemed validly given  (i)
three  days following deposit in the U.S. certified mails (return
receipt requested), with proper postage prepaid, or (ii) the next
Business  Day  after  such notice was delivered  to  a  regularly
scheduled  overnight delivery carrier with delivery  fees  either
prepaid  or  an arrangement satisfactory with such carrier,  made
for the payment thereof, or (iii) upon receipt of notice given by
telecopy, mailgram, telegram, telex or personal delivery:

To Agent:                Star Bank, National Association
                         425 Walnut Street
                         Cincinnati, Ohio  45202
                         Attention:  Steven C. Kieffner
                         Telecopy No.:  (513) 632-2040

To  a  Lender:                  At its address set forth  on  the
applicable signature page of
                         this Agreement

To Borrowers:                 Sabreliner Corporation
                         Pierre Laclede Center, Suite 1500
                         7733 Forsyth Boulevard
                         St. Louis, Missouri 63105-1821
                         Attention: F. Holmes Lamoreux
                         Telecopy No.: (314) 863-6774

     16.9 Indemnification.  In consideration of the execution and
delivery of this Agreement by Agent and Lenders and the making of
any  Loan hereunder, each Borrower hereby indemnifies, exonerates
and  holds  Agent, Lenders and each of their officers, directors,
employees,  Affiliates, and agents (collectively the "Indemnified
Parties"  and,  individually, as "Indemnified  Party")  free  and
harmless from and against any and all actions, causes of  action,
suits,  demands, investigations, obligations, judgments,  losses,
costs,  liabilities,  damages,  and  expenses  (irrespective   of
whether such Indemnified Party is a party to the action for which
indemnification   hereunder  is  sought),  including   reasonable
attorneys'    fees    and   disbursements    (the    "Indemnified
Liabilities"), which are incurred by, accrued, asserted, made  or
brought  against, charged to, or recoverable from the Indemnified
Parties  or  any of them as a result of, or arising  out  of,  or
relating to, or as a direct or indirect result of:

           (i)   any  transaction financed or to be  financed  in
whole  or in part or directly or indirectly with the proceeds  of
any Loan;

           (ii) any Remittance deposited into any Blocked Account
or  Transfer  Account  which is dishonored or  returned  for  any
reason;

           (iii)      the entering into and performance  of  this
Agreement  and the other Loan Documents by any of the Indemnified
Parties;

          (iv) any breach by any Borrower of any term, provision,
representation,  warranty or covenant of this  Agreement  or  the
other Loan Documents; and

           (v)   any  Environmental Law (but only if and  to  the
extent  that  the  Indemnified Liabilities  resulting  from  such
Environmental  Law are related to a Borrower or to the  business,
operations or assets of a Borrower), regardless of whether or not
caused by, or within the control of, any Borrower;

except to the extent that such Indemnified Liabilities are  based
on an Indemnified Party's gross negligence or willful misconduct.
If  and  to  the  extent that the foregoing  undertaking  may  be
unenforceable for any reason, each Borrower hereby agrees to make
the  maximum contribution to the payment and satisfaction of each
of   the  Indemnified  Liabilities  which  is  permissible  under
applicable  law,  except  to  the extent  that  such  Indemnified
Liabilities  have  arisen  by reason of the  Indemnified  Party's
gross   negligence  or  willful  misconduct.    The   Obligations
described  under this Section 16.9 shall survive any  termination
of this Agreement.

      16.10      Additional Waivers by Borrowers.  Each  Borrower
waives  presentment  and  protest of any  instrument  and  notice
thereof, and, except as expressly provided in the Loan Documents,
demand,  notice  of default, notice of intent to accelerate,  and
notice  of  acceleration of maturity, and all  other  notices  to
which any Borrower might otherwise be entitled.

      16.11     Equitable Relief.  Each Borrower recognizes that,
in  the event any Borrower fails to perform, observe or discharge
any  of its obligations or liabilities under this Agreement,  any
remedy  of  law may prove to be inadequate relief  to  Agent  and
Lenders;  therefore,  each  Borrower  agrees  that  Lenders,   if
Required  Lenders so request, shall be entitled to temporary  and
permanent  injunctive  relief  in  any  such  case  without   the
necessity of proving actual damages.

     16.12     Entire Agreement; Consents; Counterparts.  Subject
to  Section 2.8, this Agreement and the other Loan Documents  set
forth  the  entire agreement of the parties with respect  to  its
subject matter and supersede all previous understandings, written
or  oral, in respect thereof.   Any request from time to time  by
any  Borrower  for  Agent's  or any Lender's  consent  under  any
provision  in  the  Loan Documents must be in  writing,  and  any
consent  to  be  provided by Agent or any Lender under  the  Loan
Documents  from time to time must be in writing in  order  to  be
binding;  however,  neither  Agent  nor  Lender  will  have   any
obligation to provide any consent requested by any Borrower,  and
Agent  and  Lenders  may,  for  any reason  in  their  discretion
exercised in good faith, elect to withhold the requested consent.
Two  or  more duplicate originals of this Agreement may be signed
by  the  parties, each of which shall be an original but  all  of
which together shall constitute one and the same instrument.  Any
documents  delivered  by, or on behalf of, any  Borrower  by  fax
transmission (i) may be relied on by Agent and Lenders as if  the
document were a manually signed original and (ii) will be binding
on each Borrower for all purposes of the Loan Documents.

      16.13     Headings.  Section headings in this Agreement are
included  for convenience of reference only and shall not  relate
to the interpretation or construction of this Agreement.

      16.14      Cumulative Remedies.  The remedies  provided  in
this  Agreement  and the other Loan Documents are cumulative  and
not  exclusive of any remedies provided by law.  Exercise of  one
or  more remedy(ies) by Agent or any Lender does not require that
all  or  any other remedy(ies) be exercised and does not preclude
later exercise of the same remedy.

      16.15      Further  Assurances.  Each  Borrower  agrees  to
execute and deliver or cause to be executed and delivered any and
all  further  documents and instruments and to take any  and  all
further actions as may be determined by Agent or Required Lenders
to  be  necessary or appropriate to the transactions contemplated
herein or in the other Loan Documents.

     16.16     WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED
INDUCEMENT FOR AGENT AND LENDERS TO ENTER INTO THIS AGREEMENT AND
FOR  LENDERS TO EXTEND CREDIT TO BORROWERS, BORROWERS, AGENT  AND
LENDERS  EACH  WAIVES TRIAL BY JURY WITH RESPECT TO  ANY  ACTION,
CLAIM,  SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT  OF  THIS
AGREEMENT  OR THE CONDUCT OF THE RELATIONSHIP BETWEEN  AGENT  AND
BORROWERS AND BETWEEN LENDERS AND BORROWERS.

     IN WITNESS WHEREOF, this Agreement has been duly executed by
Borrowers, Agent and Lenders as of September 25, 1997.

                                   BORROWERS:

ATTEST:                            SABRELINER CORPORATION


                                   By:
Assistant Secretary                     Name:
                                   Title:


ATTEST:                            MIDCOAST AVIATION, INC.


                                   By:
Assistant Secretary                     Name:
                                   Title:


ATTEST:                            MIDCOAST-LITTLE ROCK, INC.


                                   By:
Assistant Secretary                     Name:
                                   Title:
ATTEST:                            SABRETECH, INC.


                                   By:
Assistant Secretary                     Name:
                                   Title:


ATTEST:                            DIMENSION AVIATION, INC.


                                   By:
Assistant Secretary                     Name:
                                   Title:


ATTEST:                            TURBOTECH REPAIRS, INC.

                                   By:
Assistant Secretary                     Name:
                                   Title:

                                   AGENT:

                                   STAR BANK, NATIONAL
                                   ASSOCIATION, as Agent

                                   By:
                                   Name:
                                   Title:

                                   LENDERS:

                                   STAR BANK, NATIONAL
                                   ASSOCIATION

                                   By:
                                   Name:
                                   Title:

                                    Address:  Structured  Capital
Division
                                             425  Walnut  Street,
Location 9220
                                               Cincinnati,   Ohio
45202
                                              Attn:   Steven   C.
Kieffner
                                          Telecopy No.: (513) 632-
2040

                                   CONGRESS FINANCIAL
                                   CORPORATION (CENTRAL)

                                   By:
                                   Name:
                                   Title:

                                     Address:  150  South  Wacker
Drive
                                            Suite 2200
                                              Chicago,   Illinois
60606-4401
                                              Attn:  William   H.
Bloom
Telecopy No.: (312) 332-0424

0173701.06