CREDIT AGREEMENT
                  Dated as of January 25, 2001
                            among
                       7-ELEVEN, INC.,
                         as Borrower
             THE FINANCIAL INSTITUTIONS PARTY HERETO
                       as Senior Lenders,
                      CITIBANK, N.A.,
                  as Administrative Agent,
            THE SAKURA BANK, LIMITED, NEW YORK BRANCH,
                        as Co-Agent
                            and
                SALOMON SMITH BARNEY, INC.,
        as  Sole Lead Arranger and Sole Book Manager







<PAGE>
                                 TABLE OF CONTENTS

                                       ARTICLE I
                                      DEFINITIONS
<TABLE>
<CAPTION>

<S>          <C>                                                                            <C>
1.01     Certain Defined Terms                                                           1
1.02     References to this Agreement                                                   21
1.03     Computation Of Time Periods                                                    21
1.04     Accounting Terms                                                               22
1.05     Miscellaneous Terms                                                            22
1.06     Other Defined Terms                                                            22
1.07     Schedules and Exhibits                                                         22

                                       ARTICLE II
                               AMOUNTS AND TERMS OF LOANS
2.01     Loans.                                                                         22
2.02     Use of Proceeds of Loans                                                       25
2.03     Interest on the Loans.                                                         25
2.04     Fees.                                                                          28
2.05     Prepayments of Loans; Reductions and Termination of Commients.                 29
2.06     Payments.                                                                      30
2.07     Special Provisions Governing Eurodollar Rate Loans.                            33
2.08     Increased Capital                                                              37
2.09     Replacement of Senior Lender in Event of Adverse Condition                     37
2.10     Authorized Officers and Agents                                                 38

                                      ARTICLE III
                             THE LETTER OF CREDIT SUBFACILITY
3.01     Obligation to Issue                                                            38
3.02     Types and Amounts.                                                             38
3.03     Conditions                                                                     39
3.04     Issuance of Facility Letters of Credit.                                        39
3.05     Reimbursement Obligations; Duties of Issuing Banks.                            40
3.06     Participations.                                                                40
3.07     Payment of Reimbursement Obligations.                                          43
3.08     Compensation for Facility Letters of Credit.                                   43
3.09     Issuing Bank Reporting Requirements                                            44
3.10     Indemnification; Exoneration.                                                  44
3.11     Transitional Provisions                                                        45
3.12     Amount of Letter of Credit Subfacility.                                        46
3.13     Obligations Several                                                            46












                                                  i



<PAGE>

                                   ARTICLE IV
               CONDITIONS TO LOANS AND FACILITY LETTERS OF CREDIT
4.01     Conditions Precedent to Initial Loans and Facility Letters of Credit             46
4.02     Conditions Precedent to All Subsequent Loans and Facility Letters of Credit      49

                                    ARTICLE V
                            REPRESENTATIONS AND WARRANTIES
5.01     Representations and Warranties                                                   50

                                    ARTICLE VI
                                 REPORTING COVENANTS
6.01     Financial Statements                                                             56
6.02     Environmental Notices                                                            60
6.03     Other Reports                                                                    60

                                 ARTICLE VII
                               AFFIRMATIVE COVENANTS
7.01     Corporate Existence, etc                                                         60
7.02     Compliance with Laws, etc                                                        61
7.03     Payment of Taxes and Claims                                                      61
7.04     Maintenance of Properties; Insurance                                             61
7.05     Inspection of Property; Books and Records; Discussions                           61
7.06     Subsidiary Guaranty                                                              62

                                  ARTICLE VIII
                                NEGATIVE COVENANTS
8.01     Indebtedness                                                                     62
8.02     Dispositions of Assets                                                           62
8.03     Liens                                                                            63
8.04     Dividends, Investments and Restricted Payments.                                  63
8.05     Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries   64
8.06     Limitations on Subsidiaries                                                      64
8.07     Transactions with Shareholders and Affiliates                                    64
8.08     Restriction on Fundamental Changes                                               65
8.09     Commercial Paper Facility.                                                       65
8.10     Subordinated Indebtedness.                                                       66
8.11     Margin Regulations                                                               63









                                           ii


<PAGE>


                                      ARTICLE IX
                                FINANCIAL COVENANTS
9.01     Consolidated Total Indebtedness to EBITDA                                       66
9.02     Minimum Interest and Rent Coverage Ratio                                        67

                                      ARTICLE X
                           EVENTS OF DEFAULT; RIGHTS AND REMEDIES
10.01     Events of Default                                                              67
10.02     Rights and Remedies.                                                           71

                                      ARTICLE XI
                          THE ADMINISTRATIVE AGENT; THE CO-AGENT
11.01     Appointment.                                                                   72
11.02     Nature of Duties                                                               73
11.03     Rights, Exculpation, etc                                                       73
11.04     Reliance                                                                       74
11.05     Indemnification                                                                74
11.06     The Administrative Agent Individually                                          74
11.07     Successor Administrative Agent; Resignation of Agent.                          75
11.08     The Co-Agent                                                                   75

                                      ARTICLE XII
                                    MISCELLANEOUS
12.01     Assignments and Participations.                                                75
12.02     Expenses.                                                                      77
12.03     Indemnity                                                                      78
12.04     Change in Accounting Principles                                                78
12.05     Set-Off                                                                        79
12.06     Ratable Sharing.                                                               79
12.07     Amendments and Waivers                                                         80
12.08     Independence of Covenants                                                      81
12.09     Notices                                                                        81
12.10     Survival of Warranties and Agreements                                          81
12.11     Failure or Indulgence Not Waiver; Remedies Cumulative                          81
12.12     Advice of Counsel                                                              81
12.13     Severability                                                                   82
12.14     Headings                                                                       82
12.15     Governing Law                                                                  82
12.16     Limitation of Liability                                                        82






                                            iii


<PAGE>


12.17     Successors and Assigns; Subsequent Holders of Notes                            82
12.18     Consent to Jurisdiction and Service of Process; Waiver of Jury Trial           82
12.19     Counterparts; Effectiveness; Inconsistencies                                   83
12.20     Foreign Bank Certifications                                                    83
12.21     Performance of Obligations                                                     84
12.22     Limitation on Agreements                                                       85
12.23     Construction                                                                   85
12.24     Confidentiality                                                                85





















                                      iv






                                   EXHIBITS

</TABLE>
<TABLE>
<CAPTION>
<S>               <C>    <C>
Exhibit 1          -     Form of Assignment and Acceptance
Exhibit 2          -     Terms of Commercial Paper
Exhibit 3          -     Form of Compliance Certificate
Exhibit 4          -     First Priority Subordinated Debenture Indenture
Exhibit 5          -     Form of Notice of Borrowing
Exhibit 6          -     Form of Notice of Conversion/Continuation
Exhibit 7          -     Form of Subsidiary Guaranty
Exhibit 8          -     Form of Note
Exhibit 9-A        -     Form of Opinion of Bryan F. Smith
Exhibit 9-B        -     Form of Opinion of Haynes & Boone, LLP
Exhibit 10         -     Form of Letter from PricewaterhouseCoopers LLP
Exhibit 11         -     Form of Officer's No Default Certificate
Exhibit 12         -     Form of Consent to Assignments and Participations
Exhibit 13-A       -     Form of Certificate Relating to Treaty Exemption
                            From United States Withholding Tax
Exhibit 13-B       -     Form of Certificate Relating to Section 1442
                            Exemption From United States Withholding Tax
Exhibit 13-C       -     Form of Certificate Relating to Qualified
                            Intermediary Exemption From United States
                            Withholding Tax
</TABLE>

<TABLE>
                        SCHEDULES
<S>                <C>  <C>
Schedule 3.11       -    Existing Letters of Credit
Schedule 5.01(c)    -    Subsidiaries; Ownership of Capital Stock
Schedule 5.01(j)    -    Existing Indebtedness
Schedule 5.01(k)    -    Pending Litigation
Schedule 5.01(t)    -    Environmental Matters
Schedule 5.01(u)    -    ERISA Matters
Schedule 5.01(w)    -    Negative Pledges
</TABLE>




                           v

                                    CREDIT AGREEMENT


THIS CREDIT AGREEMENT dated as of January
25, 2001 (as amended, restated, supplemented or otherwise
modified from time to time, the "AGREEMENT") is entered into
by and among 7-ELEVEN, INC., a Texas corporation (the
"COMPANY"), the FINANCIAL INSTITUTIONS FROM TIME TO TIME
PARTY HERETO AS "SENIOR LENDERS" OR "ISSUING BANKS" (each as
defined below), CITIBANK, N.A. ("CITIBANK"), in its separate
capacity as Administrative Agent for the Senior Lenders and
the Issuing Banks hereunder (in such capacity, together with
any successor administrative agent appointed pursuant to
Section 11.07, the "ADMINISTRATIVE AGENT") and THE SAKURA
BANK, LIMITED, NEW YORK BRANCH, as Co-Agent (in such
capacity, the "CO-AGENT").
                          ARTICLE I
                         DEFINITIONS
1.01.  CERTAIN DEFINED TERMS.  The following terms used in
this Agreement shall have the following meanings (such
meanings to be applicable both to the singular and the plural
forms of the terms defined):
"ACCOMMODATION OBLIGATION", as applied to
any Person, shall mean any Contractual Obligation, contingent
or otherwise, of that Person with respect to any Indebtedness
or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or
liability directly or indirectly guaranteed, endorsed
(otherwise than for collection or deposit in the ordinary
course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person
is otherwise directly or indirectly liable, including
Contractual Obligations (contingent or otherwise) arising
through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any
security therefor, or to provide funds for the payment or
discharge thereof (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other
financial condition, or to make payment other than for value
received.
"ADMINISTRATIVE AGENT" shall have the
meaning ascribed to it in the preamble hereto.
"AFFILIATE", as applied to any Person,
shall mean any other Person directly or indirectly
controlling, controlled by, or under common control with,
that Person.  For purposes of this definition, "control"
(including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control
with"), as applied to any Person, shall mean the possession,
directly or indirectly, of the power to vote five percent
(5%) or more of the Securities having voting power for the
election of directors of such Person or otherwise to direct
or cause the direction of the management and policies of that
Person, whether through the ownership of voting Securities or
by contract or otherwise.
"AGREEMENT" shall have the meaning ascribed
to it in the preamble hereto.


                1

<PAGE>
          "APPLICABLE EURODOLLAR RATE MARGIN", "APPLICABLE
FACILITY FEE RATE" and "APPLICABLE UTILIZATION FEE RATE"
shall mean, the applicable PER ANNUM rate set forth below
under the caption "Applicable Eurodollar Rate Margin,"
"Applicable Facility Fee Rate" and "Applicable Utilization
Fee Rate", as the case may be, based upon the ratings
established by S&P and Moody's for the Company's senior long-
term Indebtedness (the "Index Debt") as of the most recent
determination date:

<TABLE>
<CAPTION>

                                                             APPLICABLE         APPLICABLE        APPLICABLE
                                                           EURODOLLAR RATE     FACILITY FEE     UTILIZATION FEE
PRICING LEVEL                                                  MARGIN              RATE              RATE
---------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>               <C>
LEVEL I:   If the Index Debt is rated A- or better by
           S&P or A3 or better by Moody's                      0.255%               0.12%             0.30%
LEVEL II:  If Level I does not apply and the Index Debt
           is rated BBB+ or better by S&P or Baa1 or
           better by Moody's                                   0.375%               0.125%            0.30%
LEVEL III: If Level II does not apply and the Index Debt
           is rated BBB or better by S&P or Baa2 or better
           by Moody's                                          0.475%               0.15%             0.375%
LEVEL IV:  If Level III does not apply and the Index Debt
           is rated BBB- or better by S&P or Baa3 or better
           by Moody's                                          0.55%                0.20%             0.375%
LEVEL V:   If Level IV does not apply and the Index Debt
           is rated BB+ or below by S&P and Ba1 or below
           by Moody's                                          0.875%               0.25%             0.375%

</TABLE>
For purposes of the foregoing, the applicable Pricing Level
shall change on the date of any relevant change in the rating
of the Index Debt by S&P or Moody's (or, if neither S&P nor
Moody's shall then be rating the Index Debt, such other
nationally recognized rating service(s) acceptable to the
Administrative Agent)(each of S&P, Moody's or any other
nationally recognized rating service acceptable to the
Administrative Agent which is used, as of any date of
determination, for purposes of determining the applicable
Pricing Level hereunder, an "Applicable Rating Agency").  In
the case of split ratings from the Applicable Rating
Agencies, (x) if the ratings are two levels apart, the
applicable Pricing Level will be based on the average of the
two ratings (e.g., BBB/Ba1 results in Pricing Level IV) and
(y) if the ratings are one level apart, the applicable
Pricing Level will be based on the higher of the two ratings
(e.g., BBB-/Ba1 results in Pricing Level IV).  If no
Applicable Rating Agency shall have established ratings for
the Index Debt, or if an Event of Default shall have occurred
and be continuing, the ratings shall be deemed to be in Level
V.  If the rating system of Moody's or S&P (or any other
Applicable Rating Agency) shall change, or if either of them
shall cease rating the Index Debt (other than by reason of
any action or nonaction by the Company following or in
anticipation of a ratings






                                   2


<PAGE>

downgrade), the parties hereto shall negotiate in good faith
to amend the references to specific ratings in this
definition to reflect such changed rating system, the
nonavailability of ratings from such rating agency and/or the
replacement of such rating agency with another Applicable
Rating Agency, and pending agreement on such amendment, the
rating in effect immediately prior to such change or
cessation will apply.  If any Applicable Rating Agency shall
not have a rating in effect by reason of any action or
nonaction by the Company following or in anticipation of a
ratings downgrade, then such Applicable Rating Agency shall
be deemed to have established a rating in Level V.

"ASSIGNMENT AND ACCEPTANCE" shall mean,
with respect to any Senior Lender, an Assignment and
Acceptance in substantially the form of EXHIBIT 1, executed
by each party thereto with blanks appropriately completed.
"AVERAGE REVOLVING CREDIT OBLIGATIONS"
shall have the meaning ascribed to it in SECTION 2.04(C).
"BASE RATE" shall mean, for any period, a
fluctuating interest rate per annum as shall be in effect
from time to time, which rate per annum shall at all times be
equal to the highest of:
         (i)  the rate of interest announced
publicly by Citibank in New York, New York, from time to
time, as Citibank's base rate;
        (ii)  the sum (adjusted to the nearest one-
quarter of one percent (1/4 of 1%) or, if there is no nearest
one-quarter of one percent (1/4 of 1%), to the next higher
one-quarter of one percent (1/4 of 1%)) of (a) one-half of
one percent (1/2 of 1%) per annum plus (b) the latest three-
week moving average of secondary market morning offering
rates in the United States for three-month certificates of
deposit of major United States money market banks, such
three-week moving average (adjusted to the basis of a year of
365 days) being determined weekly by Citibank on the basis of
such rates reported by certificate of deposit dealers to, and
published by, the Federal Reserve Bank of New York, or, if
such publication shall be suspended or terminated, on the
basis of quotations for such rates received by Citibank from
three New York certificate of deposit dealers of recognized
standing selected by Citibank; and
       (iii)  the sum of (A) one-half of one percent
(0.50%) per annum plus (B) the Federal Funds Rate in effect
from time to time during such period.
"BASE RATE LOANS" shall mean all Loans
outstanding which bear interest at a rate determined by
reference to the Base Rate as provided in SECTION 2.03(A)(I).
"BENEFIT PLAN" shall mean any employee
benefit plan defined in Section 3(3) of ERISA, other than a
Multiemployer Plan, in respect of which the Company, any
Subsidiary of the Company or any ERISA Affiliate is an
"employer" as defined in Section 3(5) of ERISA.


                  3

<PAGE>
"BOARD" or "BOARD OF DIRECTORS" shall mean
either the board of directors of the Company or any
Subsidiary of the Company or, in connection with any
particular matter for which this Agreement does not
specifically require the approval of the board of directors
of the Company or the applicable Subsidiary of the Company,
any committee of the board of directors of such Person duly
authorized to execute the powers of that board with respect
thereto.
"BORROWING" shall mean, except as otherwise
provided in SECTION 2.07(E)(II), a borrowing consisting of
Loans of the same Type made on the same day by the Senior
Lenders.
"BUSINESS DAY" shall mean (i) for all
purposes other than as covered by clause (ii) below, any day
excluding Saturday, Sunday, and any day which is a legal
holiday under the law of the State of New York or the State
of Texas, or is a day on which banking institutions located
in either such state are required or authorized by law or
other governmental action to close and (ii) with respect to
all notices, determinations, fundings and payments in
connection with the Eurodollar Rate, any day which is a
Business Day described in clause (i) and which is also a day
for trading by and between banks in the London interbank
Eurodollar market.
"CAPITAL LEASE", as applied to any Person,
shall mean any lease of any property (whether real, personal,
or mixed) by that Person as lessee which, in conformity with
GAAP, is accounted for as a capital lease on the balance
sheet of that Person.
"CAPITALIZED LEASE OBLIGATION" shall mean,
with respect to any Person for any period, an obligation of
such Person to pay rent or other amounts under a Capital
Lease and the amount of such obligation shall be the
capitalized amount thereof determined in accordance with
GAAP.
"CAPITAL STOCK" of any Person shall mean
any and all shares, interests, participations or other
equivalents (however designated) of corporate stock and any
and all forms of partnership interests or other equity
interests in a Person, including but not limited to any type
of preference stock which for other purposes may not be
treated as equity.
"CASH EQUIVALENTS" shall mean
(i) marketable direct obligations issued or unconditionally
guaranteed by the United States Government or issued by an
agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one hundred
eighty (180) days after the date of acquisition thereof;
(ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any
such state or any public instrumentality thereof maturing
within one hundred eighty (180) days after the date of
acquisition thereof and, at the time of acquisition, having
one of the two highest ratings obtainable from either S&P or
Moody's (or, if at any time neither S&P nor Moody's shall be
rating such obligations, then from such other nationally
recognized rating services acceptable to the Administrative
Agent) and not listed in Credit Watch published by S&P;
(iii) commercial paper, other than commercial paper issued by
the Company or any of its Affiliates, maturing no more than
one hundred eighty (180) days after the date of creation
thereof and, at the time of acquisition, having a rating of
at least A-1 or Prime-1 from either S&P or Moody's (or, if at
any time neither S&P nor Moody's shall be rating such
obligations, then the highest rating from such other
nationally recognized rating services as are acceptable to
the Administrative Agent); (iv) domestic


                   4

<PAGE>
and Eurodollar certificates of deposit or time deposits or
bankers' acceptances maturing within one hundred eighty (180)
days after the date of acquisition thereof issued by any
commercial bank organized under the laws of the United States
of America or any state thereof or the District of Columbia
or by any foreign bank which acts through a branch or funding
office located in the United States of America and, in any
case, having (A) combined capital and surplus of not less
than $250,000,000 and (B) a long term debt rating of A or
better by S&P or A2 or better by Moody's (or, if at any time
neither S&P nor Moody's shall be rating such obligations,
then from such other nationally recognized rating services
acceptable to the Administrative Agent); (v) overnight
investments in an aggregate amount not to exceed $50,000,000
at any one time in money-market funds in which such
investments are made by any commercial bank which is an
Affiliate of one of the fifty (50) largest bank holding
companies in the United States in connection with deposit
accounts maintained at such commercial bank; and (vi)
investments by 7-Eleven Canada, not exceeding $30,000,000 in
the aggregate at any one time, in Canadian Securities of the
same type as the Securities described in clauses (i) through
(iv).
"CCEC" shall mean Cityplace Center East
Corporation, a Texas corporation and a wholly-owned
Subsidiary of the Company.
"CERCLA" shall mean the Comprehensive
Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C., 9601 et seq., any amendments thereto, any
successor statutes and any regulations or guidance
promulgated thereunder.
"CHANGE OF CONTROL" shall mean the
occurrence of either of the following:
(i) the Majority Owners shall cease to be
the direct or indirect owners, or shall cease to
direct the voting and disposition, of (A) at least
50%, in the aggregate, of the outstanding shares of
Common Stock and (B) Securities of the Company (or
other Securities convertible into such Securities)
representing at least 50%, in the aggregate, of the
combined voting power of all Securities of the
Company entitled to vote in the election of
directors (other than Securities having such power
only by reason of the happening of a contingency);
or
(ii) the Majority Owners shall cease to
have the power, in the aggregate, to elect at least
a majority of the directors on the Board of
Directors of the Company, or at any time, the
Majority Owners shall not have voted in favor of the
election of directors constituting at least a
majority of the Board of Directors of the Company.
"CITIBANK" shall have the meaning ascribed
to it in the preamble hereto.
"CO-AGENT" shall have the meaning ascribed
to it in the preamble hereto.
"COMMERCIAL LETTER OF CREDIT" shall mean
any documentary Letter of Credit which is drawable upon
presentation of documents evidencing the sale or shipment of
goods purchased by the Company in the ordinary course of its
business.


                        5

<PAGE>
"COMMERCIAL PAPER" shall mean (i)
commercial paper issued by the Company (A) which is
unsecured, (B) which qualifies for the exemption from
registration under Section 3(a)(3) of the Securities Act, (C)
direct payment of which is fully and unconditionally
guaranteed by Ito-Yokado and (D) which is otherwise issued
and outstanding on substantially the terms set forth in
Exhibit 2, together with such other or different terms, and
governed by such documents, as are permitted by Section 8.09
or otherwise acceptable to the Requisite Senior Lenders and
(ii) unsecured Indebtedness for money borrowed (to be used as
a backup line for the commercial paper described in clause
(i) above) (A) which is subject to terms, conditions and
documentation satisfactory in form and substance to the
Requisite Senior Lenders, (B) resulting from advances (if
any) which are applied to repay the commercial paper
described in clause (i) above at the maturity thereof and (C)
direct payment of which is fully and unconditionally
guaranteed by Ito-Yokado.
"COMMISSION" shall mean the Securities and
Exchange Commission or any Person succeeding to the functions
thereof.
"COMMITMENT" shall mean, with respect to
any Senior Lender, the obligation of such Senior Lender to
make Loans and to participate in Facility Letters of Credit
pursuant to the terms and conditions of this Agreement, in an
aggregate amount at any time outstanding which shall not
exceed the principal amount set forth opposite such Senior
Lender's name under the heading "Commitment" on the signature
pages hereof or the signature page of the Assignment and
Acceptance by which it became a Senior Lender, as modified
from time to time pursuant to the terms of this Agreement or
to give effect to any applicable Assignment and Acceptance,
and "COMMITMENTS" shall mean the aggregate principal amount
of the Commitments of all the Senior Lenders, the maximum
amount of which shall be $200,000,000, as such amount may be
reduced from time to time pursuant to Section 2.05(c),
2.05(d) or 10.02(a).
"COMMITMENT TERMINATION DATE" shall mean
the earlier of (i) the fifth anniversary of the Effective
Date and (ii) the date of termination of the Commitments
pursuant to Section 10.02(a).
"COMMON STOCK" shall mean the common stock
of the Company, $.0001 par value per share.
"COMPANY" shall have the meaning ascribed
to it in the preamble hereto.
"COMPLIANCE CERTIFICATE" shall mean a
certificate substantially in the form of Exhibit 3 delivered
to the Senior Lenders by the Company pursuant to
Section 6.01(c)(ii).
"CONSOLIDATED CASH INTEREST EXPENSE" shall
mean, for any period, total interest expense, whether paid or
accrued (including the interest component of Capitalized
Lease Obligations and cash payments made as interest under
the Senior Subordinated Debenture Indentures and accounted
for as a reduction of principal pursuant to Statement of
Financial Accounting Standards No. 15 of the Financial
Accounting Standards Board), of the Company and its
Subsidiaries for such period, determined on a consolidated
basis, including without limitation, all commissions,
discounts and other fees and charges owed with respect to
letters of credit and net costs under Interest Hedging
Obligations, but excluding, however, interest expenses not
payable in cash (including amortization of discount), all as
determined in conformity with GAAP.


                         6

<PAGE>
"CONSOLIDATED NET INCOME" shall mean, for
any period, the net earnings (or loss) after taxes of the
Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in
conformity with GAAP.
"CONSOLIDATED TOTAL INDEBTEDNESS" shall
mean, at any time, the sum of the amounts (without
duplication) at such time of (i) consolidated total
Indebtedness of the Company and its Subsidiaries, to the
extent required, in conformity with GAAP, to be reflected on
a balance sheet of the Company and its Subsidiaries at that
time, plus (ii) the maximum amount available to be drawn
under outstanding letters of credit at that time, plus (iii)
the aggregate amount of all obligations of the Company under
the Master Lease Documents, including, without limitation and
without duplication, the maximum amount of all Accommodation
Obligations of the Company incurred in connection therewith,
minus (iv) all outstanding Indebtedness in respect of the
QUIDS Subordinated Notes.
"CONTRACTUAL OBLIGATION", as applied to any
Person, shall mean any provision of any Securities issued by
that Person or any indenture, mortgage, deed of trust,
contract, undertaking, document, instrument or other
agreement or instrument to which that Person is a party or by
which it or any of its properties is bound, or to which it or
any of its properties is subject (including, without
limitation, any restrictive covenant affecting such Person or
any of its properties).
"CP REIMBURSEMENT INDEBTEDNESS" shall have
the meaning ascribed to it in Section 8.09(b).
"CURE LOANS" shall have the meaning
ascribed to it in Section 2.06(b)(iii)(C).
"CURRENCY AGREEMENT" of any Person shall
mean any foreign exchange contract, currency swap agreement,
option or futures contract or other similar agreement or
arrangement entered into to hedge payments owed to or by such
Person or any of its Subsidiaries against fluctuations in
currency values.
"CUSTOMARY PERMITTED LIENS" shall mean
               (i)    Liens (other than Environmental Liens
and any Lien imposed under ERISA) for taxes, assessments or
charges of any Governmental Authority or claims not yet due
or which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves or
other appropriate provisions are being maintained in
accordance with the provisions of GAAP;
               (ii)    Statutory Liens of landlords and Liens
of carriers, warehousemen, mechanics, materialmen and other
Liens, other than any Lien imposed under ERISA, imposed by
law created in the ordinary course of business for amounts
not yet due or which are being contested in good faith by
appropriate proceedings and with respect to which adequate
reserves or other appropriate provisions are being maintained
in accordance with the provisions of GAAP;



                             7

<PAGE>

               (iii)    Liens (other than any Lien imposed
under ERISA) incurred or deposits made in the ordinary course
of business (including, without limitation, surety bonds and
appeal bonds) in connection with workers' compensation,
unemployment insurance and other types of social security
benefits or to secure the performance of tenders, bids,
leases, contracts (other than for the repayment of
Indebtedness), statutory obligations and other similar
obligations or arising as a result of progress payments under
government contracts;
               (iv)    easements (including, without
limitation, reciprocal easement agreements and utility
agreements), rights-of-way, covenants, consents,
reservations, encroachments, variations and other
restrictions, charges or encumbrances (whether or not
recorded), which do not interfere materially with the
ordinary conduct of the business of the Company or its
Subsidiaries and which do not materially detract from the
value of the property to which they attach or impair the use
thereof to the Company or its Subsidiaries;
               (v)    rights of tenants, subtenants,
franchisees or parties in possession (other than a debtor in
possession, trustee in bankruptcy or receiver in respect of
the Company or any Subsidiary Guarantor), or options or
rights of first refusal, whether pursuant to leases,
subleases, franchise agreements, other occupancy agreements
or otherwise, if such rights were vested on the Effective
Date or created thereafter in the ordinary course of business
in transactions permitted under this Agreement;
               (vi)    extensions, renewals or replacements
of any Lien referred to in clauses (i) through (v) above,
provided that the principal amount of the obligation secured
thereby is not increased and that any such extension, renewal
or replacement is limited to the property originally
encumbered thereby; and
               (vii)    building restrictions, zoning laws
and other statutes, laws, rules, regulations, ordinances and
restrictions, and any amendments thereto, now or at any time
hereafter adopted by any governmental or quasi-Governmental
Authority having jurisdiction.
"DEFAULTING L/C PARTICIPANT" shall have the
meaning ascribed to it in Section 3.06(b)(ii).
"DEFINED BENEFIT PLAN" shall mean any
employee benefit plan defined in Section 3(3) of ERISA, other
than a Multiemployer Plan, which is subject to the provisions
of Title IV of ERISA and which is, or was at any time during
the then five (5) preceding years, maintained for employees
of the Company, any Subsidiary of the Company or any ERISA
Affiliate.
"DISQUALIFIED EQUITY" of any Person shall
mean any Capital Stock of such Person which, by its terms (or
by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the
option of the holder thereof, or which is otherwise required
to be repurchased or retired, in whole or in part, on or
prior to the Termination Date.

                8

<PAGE>
"DOLLARS" and "$" shall mean the lawful
money of the United States of America.
"EBITDA" shall mean, for any period, the
sum of the amounts for such period of (i) Consolidated Net
Income, plus (ii) depreciation and amortization expense, plus
(iii) interest expense, plus (iv) federal, state and foreign
income taxes, plus (v) extraordinary losses (and any non-cash
unusual losses of $5,000,000 or more arising in or outside of
the ordinary course of business not included in the
extraordinary losses determined in accordance with GAAP which
have been included in the determination of Consolidated Net
Income), minus (vi) extraordinary gains (and any non-cash
unusual gains of $5,000,000 or more arising in or outside of
the ordinary course of business not included in extraordinary
gains determined in accordance with GAAP which have been
included in the determination of Consolidated Net Income).
"EFFECTIVE DATE" shall mean the date on
which this Agreement shall become effective in accordance
with Section 12.19.
"ENVIRONMENTAL LIEN" shall mean a Lien in
favor of any Governmental Authority for (i) any liability
under federal or state environmental laws or regulations, or
(ii) damages arising from or costs incurred by such
Governmental Authority in response to a release or threatened
release of a hazardous or toxic waste, substance or
constituent, or other substance into the environment.
"EQUITY INTERESTS" shall mean Capital Stock
or warrants, options or other rights to acquire Capital Stock
(but excluding any debt security which is convertible into,
or exchangeable for, Capital Stock).
"ERISA" shall mean the Employee Retirement
Income Security Act of 1974, any amendments thereto, any
successor statutes and any regulations or guidance
promulgated thereunder.
"ERISA AFFILIATE" shall mean (i) any
corporation which is a member of the same controlled group of
corporations (within the meaning of Section 414(b) of the
Internal Revenue Code) as the Company; (ii) a trade or
business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Internal
Revenue Code) with the Company; and (iii) a member of the
same affiliated service group (within the meaning of Section
414(m) of the Internal Revenue Code) as the Company, any
corporation described in clause (i) above or any trade or
business described in clause (ii) above.
"EURODOLLAR AFFILIATE" shall mean, with
respect to each Senior Lender, the Affiliate of such Senior
Lender set forth below such Senior Lender's name under the
heading "Eurodollar Affiliate" on the signature pages of this
Agreement or of the Assignment and Acceptance pursuant to
which such Person became a Senior Lender under this Agreement
or as otherwise set forth in a written notice to the Company
and the Administrative Agent in accordance with Section
12.09.

             9

<PAGE>
"EURODOLLAR INTEREST PAYMENT DATE" shall
mean, with respect to any Eurodollar Rate Loan, the last day
of each Eurodollar Interest Period applicable to such Loan
and, in the case of a Eurodollar Interest Period in excess of
three months applicable to a Borrowing of Eurodollar Rate
Loans, the corresponding date at the end of each three month
period after the commencement date of such Eurodollar
Interest Period and the last day of such Eurodollar Interest
Period.
"EURODOLLAR INTEREST PERIOD" shall have the
meaning ascribed to it in Section 2.07(b).
"EURODOLLAR INTEREST RATE DETERMINATION
DATE" shall mean the date on which the Administrative Agent
determines the Eurodollar Rate applicable to a Borrowing,
continuation or conversion of Eurodollar Rate Loans.  The
Eurodollar Interest Rate Determination Date shall be the
second Business Day prior to the first day of the Eurodollar
Interest Period applicable to such Borrowing, continuation or
conversion.
"EURODOLLAR RATE" shall mean, with respect
to any Eurodollar Interest Period applicable to a Borrowing
of Eurodollar Rate Loans, an interest rate per annum obtained
by dividing (i) the rate of interest determined by the
Administrative Agent to be the average (rounded upward to the
nearest whole multiple of one one-hundredth of one percent
(1/100 of 1%) per annum if such average is not such a
multiple) of the rate per annum determined by each of the
Reference Banks to be the rate per annum at which deposits in
Dollars are offered by such Reference Bank to major banks in
the London interbank Eurodollar market at approximately 11:00
a.m. (London time) on the Eurodollar Interest Rate
Determination Date for such Eurodollar Interest Period for a
period equal to such Eurodollar Interest Period and in an
amount substantially equal to the amount of the Eurodollar
Rate Loan to be made by such Reference Bank to be outstanding
during such Eurodollar Interest Period, by (ii) a percentage
equal to 100% minus the Eurodollar Reserve Percentage.  The
Eurodollar Rate shall be adjusted automatically on and as of
the effective date of any change in the Eurodollar Reserve
Percentage.
"EURODOLLAR RATE LOANS" shall mean those
Loans outstanding which bear interest at a rate determined by
reference to the Eurodollar Rate as provided in Section
2.03(a)(ii).
"EURODOLLAR RESERVE PERCENTAGE" shall mean
for any date that percentage (expressed as a decimal) which
is in effect on such date, as prescribed by the Federal
Reserve Board for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for a member bank of
the Federal Reserve System in New York City with deposits
exceeding five billion Dollars in respect of "Eurocurrency
liabilities" having a term equal to the applicable Eurodollar
Interest Period (or in respect of any other category of
liabilities which includes deposits by reference to which the
interest rate on Eurodollar Rate Loans is determined or any
category of extensions of credit or other assets which
includes loans by a non-United States office of any bank to
United States residents).
"EVENT OF DEFAULT" shall mean any of the
occurrences set forth in Section 10.01 after the expiration
of any applicable grace period expressly provided therein.

                    10

<PAGE>
"EXISTING CREDIT AGREEMENT" shall mean that
certain Credit Agreement dated as of February 27, 1997, as
amended through the Effective Date, among the Company, the
financial institutions from time to time party thereto as
"Senior Lenders" or "Issuing Banks" (each as defined
therein), Citibank, in its separate capacity as
"Administrative Agent" (as defined therein) and The Sakura
Bank, Limited, New York Branch, as "Co-Agent" (as defined
therein).
"EXISTING MASTER LEASE FACILITIES" shall
mean (i) the $115,000,000 Operating Lease facility dated
April 15, 1997 and amended April 15, 1998 among the Company,
as Lessee, the financial institutions party thereto, as
Lessor Parties, and CBL Capital Corporation as Agent for the
Lessor Parties, as amended through the date hereof and (ii)
the $100,000,000 Operating Lease facility dated August 16,
1999 and amended and restated as of September 29, 2000 among
the Company, as Lessee, Convenience Statutory Trust -1999 as
Lessor, the financial institutions party thereto, as Note
Holders and Certificate Holders, CBL Capital Corporation, as
Administrative Agent, and Salomon Smith Barney, Inc., as Lead
Arranger, as amended through the date hereof.
"FACILITY LETTER OF CREDIT" shall mean any
Commercial Letter of Credit or any Standby Letter of Credit
issued by an Issuing Bank for the account of the Company
pursuant to Article III.
"FACILITY LETTER OF CREDIT OBLIGATIONS"
shall mean, at any particular time, the sum of (i) the
aggregate Reimbursement Obligations at such time, plus
(ii) the aggregate maximum amount available for drawing under
the Facility Letters of Credit at such time.
"FDIC" shall mean the Federal Deposit
Insurance Corporation or any Person succeeding to the
functions thereof.
"FEDERAL FUNDS RATE" shall mean, for any
period, a fluctuating interest rate per annum equal for each
day during such period to the weighted average of the rates
on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as
published for such day (or, if such day is not a Business
Day, for the immediately preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by
the Administrative Agent from three Federal Funds brokers of
recognized standing selected by the Administrative Agent.
"FEDERAL RESERVE BOARD" shall mean the
Board of Governors of the Federal Reserve System or any
Person succeeding to the functions thereof.
"FEE LETTERS" shall mean, collectively, (i)
the letter agreement dated October 26, 2000 among the
Administrative Agent, the Lead Arranger, Citicorp Bankers
Leasing Corporation and the Company and (ii) the letter
agreement dated December 8, 2000 among the Administrative
Agent, the Lead Arranger, Citicorp Bankers Leasing
Corporation and the Company.

                 11

<PAGE>
"FIRST PRIORITY SUBORDINATED DEBENTURES"
shall mean the Company's 5% First Priority Senior
Subordinated Debentures due December 15, 2003.
"FIRST PRIORITY SUBORDINATED DEBENTURE
INDENTURE" shall mean the Indenture pursuant to which the
First Priority Subordinated Debentures have been issued, in
the form attached hereto as Exhibit 4.
"FISCAL YEAR" shall mean the fiscal year of
the Company, which shall be the twelve (12) month period
ending on December 31 in each year or such other period as
the Company may designate and the Requisite Senior Lenders
may approve in writing.
"FUNDING DATE" shall mean, with respect to
any Loan, the date of the funding of that Loan.
"GAAP" shall mean generally accepted
accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting
Standards Board, or in such other statements by such other
entity as may be in general use by significant segments of
the accounting profession, which are applicable to the
circumstances as of the date of determination.
"GOVERNMENT ACTS" shall have the meaning
ascribed to it in Section 3.10(a).
"GOVERNMENTAL AUTHORITY" shall mean any
nation or government, any state or other political
subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions
of or pertaining to government.
"HOLDERS" shall mean the holders of the
Obligations and shall refer to (i) each Senior Lender in
respect of its Loans and as holder of its Notes, (ii) each
Issuing Bank in respect of Reimbursement Obligations owed to
it, (iii) the Administrative Agent, Senior Lenders and
Issuing Banks in respect of all other present and future
obligations and liabilities of the Company or any Subsidiary
Guarantor of every type and description arising under or in
connection with this Agreement or any other Loan Document,
(iv) each other Person entitled to indemnification pursuant
to Section 12.03, in respect of the obligations and
liabilities of the Company to such Person thereunder and
(v) their respective successors, transferees and assigns (to
the extent permitted by the terms of the Loan Documents).
"INDEBTEDNESS" shall mean, with respect to
any Person as of any date of determination, without
duplication, (i) all indebtedness, obligations and other
liabilities (contingent or otherwise) of such Person for
borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a
portion thereof), (ii) all obligations and other liabilities
(contingent or otherwise) of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all
obligations and other liabilities (contingent or otherwise)
of such Person in respect of letters of credit or other
similar instruments (and reimbursement obligations with
respect thereto), (iv) all obligations and other liabilities
(contingent or otherwise) of such Person to pay

                     12

<PAGE>
the deferred and unpaid purchase price of property or
services (other than any such obligations that represent
trade payables or accrued expenses incurred in the ordinary
course of business), (v) all Capitalized Lease Obligations of
such Person, (vi) all Indebtedness of others secured by a
Lien on any asset or assets of such Person, whether or not
such Indebtedness is assumed by such Person (and, if not
assumed, such Indebtedness shall be limited to the fair
market value of such asset or assets as determined on the
date such indebtedness was incurred), (vii) all Accommodation
Obligations of such Person, (viii) net obligations in respect
of Currency Agreements and Interest Hedging Obligations, and
(ix) the maximum fixed repurchase price of any Disqualified
Equity.  For purposes of the preceding sentence, the maximum
fixed repurchase price of any Disqualified Equity which does
not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified Equity as if
such Disqualified Equity were repurchased on any date on
which Indebtedness shall be required to be determined;
provided, however, that, if such Disqualified Equity is not
then permitted to be repurchased, the repurchase price shall
be the book value of such Disqualified Equity.  The amount of
Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional
obligations as described above and the maximum liability of
such Person for any such contingent obligations at such date.
A change in GAAP that results in an obligation of the Company
or any Subsidiary of the Company existing at the time of such
change becoming Indebtedness shall not be deemed an
incurrence of such Indebtedness.
"INDEX DEBT" shall have the meaning
ascribed to it in the definitions of "Applicable Eurodollar
Rate Margin", "Applicable Facility Fee Rate" and "Applicable
Utilization Fee Rate".
"INTELLECTUAL PROPERTY" shall mean
trademarks, trademark rights, trade names, trade name rights,
service marks, patents, patent rights and copyrights.
"INTEREST HEDGING OBLIGATION" shall mean
any obligation of any Person pursuant to any arrangement with
any other Person whereby, directly or indirectly, such Person
is entitled to receive from time to time periodic payments
calculated by applying either a fixed or floating rate of
interest on a stated notional amount in exchange for periodic
payments made by such Person calculated by applying a fixed
or floating rate of interest on the same notional amount;
provided that the term "INTEREST HEDGING OBLIGATION" shall
also include interest rate exchange, collar, cap, swap,
options or similar agreements providing interest rate
protection.
"INTERNAL REVENUE CODE" shall mean the
Internal Revenue Code of 1986, any amendments thereto, any
successor statutes and any regulations or guidance
promulgated thereunder.
"INVESTMENT" shall mean any direct or
indirect advance, loan or other extension of credit or
capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or
services for the account or use of others) or any purchase or
acquisition, including through any merger or consolidation,
of Capital Stock, bonds, notes, debentures or other
securities issued by any other Person.

                    13

<PAGE>
"ISSUING BANKS" shall mean Citibank, any
other Senior Lender which has issued a Letter of Credit
listed in Schedule 3.11 (with respect to that Letter of
Credit) and any other Senior Lender (or its Affiliate) which
agrees (with the consent of the Company and the
Administrative Agent) to become an Issuing Bank for the
purpose of issuing Facility Letters of Credit pursuant to
Article III.  When a Senior Lender is referred to in its
capacity as an Issuing Bank hereunder, such reference to an
Issuing Bank shall be interpreted to refer to such Senior
Lender solely in its capacity as an Issuing Bank.
"ITO-YOKADO" shall mean Ito-Yokado Co.,
Ltd., a Japanese corporation.
"ITO-YOKADO CP LETTER AGREEMENT" shall have
the meaning ascribed to it in Section 4.01(a)(vi).
"KNOWLEDGE", when used in respect of a
natural person, shall mean actual knowledge of that person
and shall mean, when used in respect of a corporate Person,
the actual knowledge of any executive officer of such Person.
"LEAD ARRANGER" shall mean Salomon Smith
Barney, Inc., in its capacities as Sole Lead Arranger and
Sole Book Manager.
"LETTER OF CREDIT" shall mean each letter
of credit issued by any Person for the account of the Company
or any of its Subsidiaries.
"LETTER OF CREDIT COMMITMENT" shall mean,
with respect to any Issuing Bank, such Issuing Bank's
commitment to issue Facility Letters of Credit, in an amount
(which, together with the Letter of Credit Commitments of all
other Issuing Banks, shall not exceed the then amount of the
Letter of Credit Subfacility) agreed upon among the Company,
such Issuing Bank and the Administrative Agent, as such
amount may be modified from time to time pursuant to Section
2.05(c), 2.05(d), 3.12 or 10.02(a).
"LETTER OF CREDIT REIMBURSEMENT AGREEMENT"
shall mean, with respect to a Facility Letter of Credit, such
form of application therefor and form of reimbursement
agreement therefor (whether in a single or several documents,
taken together) as the Issuing Bank from which the Facility
Letter of Credit is requested may employ in the ordinary
course of business for its own account, whether or not
providing for collateral security, with such modifications
thereto as may be agreed upon by the Issuing Bank and the
Company and as are not materially adverse to the interest of
the Senior Lenders; provided, however, in the event of any
conflict between the terms of any Letter of Credit
Reimbursement Agreement and this Agreement, the terms of this
Agreement shall control and no event (other than failure to
pay Reimbursement Obligations) which constitutes a default
under a Letter of Credit Reimbursement Agreement shall
constitute an Event of Default solely by reason of any
default provisions contained in such Letter of Credit
Reimbursement Agreement.
"LETTER OF CREDIT SUBFACILITY" shall mean,
at any time, the maximum aggregate amount of Facility Letter
of Credit Obligations which may be outstanding at any time,
which shall be equal to $150,000,000, as such amount may be
reduced from time to time pursuant to Section 2.05(c),
2.05(d), or 10.02(a).

                   14

<PAGE>
"LIEN" shall mean any mortgage, deed of
trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance (including, but
not limited to, easements, rights of way, zoning restrictions
and the like), lien (statutory or other), preference,
priority or other security agreement or preferential
arrangement of any kind or nature whatsoever, including,
without limitation, any conditional sale or other title
retention agreement, the interest of a lessor under a Capital
Lease, any financing lease having substantially the same
economic effect as any of the foregoing and the filing of any
financing statement (other than a financing statement filed
by a "true" lessor pursuant to 9-408 of the Uniform
Commercial Code) naming the owner of the asset to which such
Lien relates as debtor, under the Uniform Commercial Code or
other comparable law of any jurisdiction.
"LOAN" shall have the meaning ascribed to
it in Section 2.01(a)(i).
"LOAN AVAILABILITY" shall have the meaning
ascribed to it in Section 2.01(a)(i).
"LOAN DOCUMENTS" shall mean this Agreement,
the Notes, the Letter of Credit Reimbursement Agreements, the
Subsidiary Guaranty and all other agreements, instruments and
written indicia of Contractual Obligations between the
Company or any Subsidiary Guarantor and the Administrative
Agent, the Co-Agent, any Senior Lender, any Issuing Bank or
any successor in interest to any of them, delivered to the
Administrative Agent, the Co-Agent, Senior Lender, Issuing
Bank or such successor in interest by or on behalf of the
Company or any Subsidiary Guarantor pursuant to or in
connection with the transactions contemplated hereby.
"MAJORITY OWNERS" shall mean, collectively,
Ito-Yokado, Seven-Eleven Japan Co., Ltd. or any Subsidiary of
either of them, all of whose Capital Stock is owned by either
Ito-Yokado or Seven-Eleven Japan Co., Ltd.
"MARGIN STOCK" shall have the meaning
ascribed to it in Regulation U.
"MASTER LEASE DOCUMENTS" shall mean the
agreements, documents and instruments evidencing the Master
Lease Facilities, as any of the same may be amended,
restated, supplemented or otherwise modified from time to
time.
"MASTER LEASE FACILITIES" shall mean (i)
the Existing Master Lease Facilities, (ii) the $100,000,000
Operating Lease facility dated the date hereof among the
Company, as Lessee, Convenience Statutory Trust 2001, as
Lessor, the financial institutions party thereto, as Note
Holders and Certificate Holders, CBL Capital Corporation, as
Administrative Agent, and Salomon Smith Barney, Inc. as Lead
Arranger, and (iv) any similar facility entered into by the
Company which does not result in an Event of Default or a
Potential Event of Default, in each case, as amended,
restated, supplemented or otherwise modified from time to
time; provided, however, that each Master Lease Facility
shall provide that the financial covenants applicable to such
Master Lease Facility and the defined terms relating thereto
shall be substantively identical to the financial covenants
set forth in Article IX of this Agreement and the defined
terms used therein, in each case as this Agreement may be
amended, restated, supplemented, modified, replaced or
refinanced from time to time.

                15

<PAGE>
"MATERIAL ADVERSE EFFECT" shall mean: (i)
with respect to the Company, individually, or the Company and
its Subsidiaries, taken as a whole, a material adverse effect
upon the business, assets or other properties, liabilities or
condition (financial or otherwise) or results of operations
of the Company, individually, or the Company and its
Subsidiaries, taken as a whole; or (ii) a material adverse
effect on the ability of the Company or any Subsidiary
Guarantor to perform its Obligations under the Loan
Documents.
"MATERIAL SUBSIDIARY" shall mean, as of any
date of determination, any Subsidiary of the Company which
either (i) owns ten percent (10%) or more of the assets of
the Company and its Subsidiaries on a consolidated basis or
(ii) contributed, as of the end of the then most recently
ended fiscal year, ten percent (10%) or more of the
consolidated EBITDA of the Company and its Subsidiaries.
"MOODY'S" shall mean Moody's Investors
Service, Inc. or any successor thereto.
"MULTIEMPLOYER PLAN" shall mean a
"multiemployer plan" as defined in Section 4001(a)(3) of
ERISA which is, or was at any time during the then five
preceding years, contributed to on behalf of employees of the
Company, any Subsidiary of the Company or any ERISA
Affiliate.
"NON PRO RATA LOAN" shall have the meaning
ascribed to it in Section 2.06(b)(iii).
"NOTE" shall have the meaning ascribed to
it in Section 2.01(d).
"NOTICE OF BORROWING" shall mean, with
respect to a proposed Borrowing pursuant to Section 2.01(b),
a notice in substantially the form of Exhibit 5.
"NOTICE OF CONVERSION/CONTINUATION" shall
mean, with respect to a proposed conversion or continuation
of a Loan pursuant to Section 2.03(c), notice substantially
in the form of Exhibit 6.
"OBLIGATIONS" shall mean all present and
future obligations and liabilities of the Company and each
Subsidiary Guarantor of every type and description arising
under or in connection with this Agreement or any other Loan
Document, due or to become due to the Administrative Agent,
the Co-Agent, any Senior Lender, any Issuing Bank or any
Person entitled to indemnification pursuant to Section 12.03,
or any of their respective successors, transferees or
assigns, and shall include, without limitation, (i) all
liability of the Company for principal of and interest on the
Loans or under the Notes, (ii) all Reimbursement Obligations
of the Company to any Issuing Bank, (iii) all liability of
each Subsidiary Guarantor under the Subsidiary Guaranty and
(iv) all liability of the Company and each Subsidiary
Guarantor under the Loan Documents for any fees, expense
reimbursements and indemnifications.
"OFFICER'S CERTIFICATE" shall mean, as to a
corporation, a certificate executed on behalf of such
corporation by its chairman or vice-chairman of the board (if
an officer), its president, any of its vice-presidents, its
principal financial officer, its controller or its treasurer.

             16

<PAGE>
"PAYOFF LETTER" shall mean a letter dated
the Effective Date or as of a recent date prior to the
Effective Date, in form and substance satisfactory to the
Administrative Agent and the Senior Lenders, addressed to the
Administrative Agent, the Co-Agent and the Senior Lenders and
executed by the "Administrative Agent" and each of the
"Senior Lenders" and "Issuing Banks" under (and in each case
defined in) the Existing Credit Agreement stating that the
Existing Credit Agreement has been terminated (other than
provisions which, by their terms, survive the termination of
the Existing Credit Agreement) and that all outstanding
indebtedness and obligations thereunder or with respect
thereto have been repaid in full in cash and discharged.
"PBGC" shall mean the Pension Benefit
Guaranty Corporation or any Person succeeding to the
functions thereof.
"PERMITTED EXISTING INVESTMENTS" shall mean
the Investments of the Company and its Subsidiaries reflected
on Part B of Schedule 5.01(c).
"PERSON" shall mean any natural person,
corporation, limited partnership, limited liability company,
general partnership, joint stock company, joint venture,
association, company, trust, bank, trust company, land trust,
business trust or other organization, whether or not a legal
entity, and any Governmental Authority.
"POTENTIAL EVENT OF DEFAULT" shall mean an
event which, with the giving of notice or the lapse of time,
or both, would constitute an Event of Default.
"PRO RATA SHARE" shall mean, with respect
to any Senior Lender, a fraction (expressed as a percentage),
the numerator of which shall be the amount of such Senior
Lender's Commitments and the denominator of which shall be
the aggregate amount of all of the Senior Lenders'
Commitments, as adjusted from time to time in accordance with
the provisions of Section 12.01(a) (notwithstanding the
termination of any such Commitments pursuant to Section
10.02(a)).
"QUARTERLY DETERMINATION DATE" shall mean
each March 31, June 30, September 30 and December 31 during
the term of this Agreement.
"QUIDS SUBORDINATED NOTES" shall mean (i)
the Quarterly Income Debt Securities Due 2010 dated November
22, 1995 issued by the Company to Ito-Yokado and Seven-Eleven
Japan Co., Ltd. in the aggregate principal amount of
$300,000,000 (the "1995 QUIDS Subordinated Notes") and any
promissory notes issued pursuant to an indenture, in
substantially the form of the indenture attached as Exhibit A
to the 1995 QUIDS Subordinated Notes, upon the exercise by
any holder thereof of its rights under that certain
Registration Rights Agreement dated as of November 22, 1995
among the Company, Ito-Yokado and Seven-Eleven Japan Co.,
Ltd. and (ii) the Quarterly Income Debt Securities Due 2013
dated February 26, 1998 issued by the Company to Ito-Yokado
and Seven-Eleven Japan Co., Ltd. in the aggregate principal
amount of $80,000,000 (the "1998 QUIDS Subordinated Notes")
and any promissory notes issued pursuant to an indenture, in
substantially the form of the indenture attached as Exhibit A
to the 1998 QUIDS Subordinated Notes, upon the exercise by
any holder thereof of its rights under that certain
Registration Rights Agreement dated as of February 26, 1998
among the Company, Ito-Yokado and Seven-Eleven Japan Co.,
Ltd.

                17

<PAGE>
"REFERENCE BANKS" shall mean Citibank and,
at the discretion of the Administrative Agent, one or more
Senior Lenders (or Affiliates thereof) approved by the
Administrative Agent.
"REGULATION A" shall mean Regulation A of
the Federal Reserve Board as in effect from time to time.
"REGULATION U" shall mean Regulation U of
the Federal Reserve Board as in effect from time to time.
"REGULATION X" shall mean Regulation X of
the Federal Reserve Board as in effect from time to time.
"REIMBURSEMENT OBLIGATIONS" shall mean the
reimbursement or repayment obligations of the Company to the
Issuing Banks pursuant to Letter of Credit Reimbursement
Agreements with respect to Facility Letters of Credit, for
amounts paid out thereunder.
"RENT EXPENSE ON OPERATING LEASES," as
applied to the Company and its Subsidiaries, shall mean, for
any period, the amount for such period of (i) total rent
expense on the Master Lease Facilities and other operating
leases, including contingent rent expense, minus (ii)
sublease rent income from property subject to the Master
Lease Facilities and other operating leases, all such income
and expense accounted for on a consolidated basis pursuant to
GAAP.
"REPORTABLE EVENT" shall mean with respect
to any Benefit Plan any event described in Section 4043(b) of
ERISA other than any such event as to which the requirement
of thirty (30) days' notice to PBGC contained in Section
4043(a) of ERISA is waived under applicable regulations.
"REQUIREMENTS OF LAW" shall mean, as to any
Person, the charter and by-laws or other organizational or
governing documents of such Person, and any law, rule or
regulation, or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which
such Person or any of its property is subject, including,
without limitation, the Securities Act, the Securities
Exchange Act, Regulations U and X, and any certificate of
occupancy, zoning ordinance, building, environmental or land
use requirement or permit or occupational safety or health
law, rule or regulation.
"REQUISITE SENIOR LENDERS" shall mean
Senior Lenders whose Pro Rata Shares, in the aggregate, are
more than fifty percent (50%).
"REVOLVING CREDIT OBLIGATIONS" shall mean,
at any particular time, the sum of (i) the outstanding
principal amount of the Loans at such time, plus (ii) the
Facility Letter of Credit Obligations at such time.

                 18

<PAGE>
"S&P" shall mean Standard & Poor's Rating
Group, a division of McGraw Hill, Inc., or any successor
thereto.
"SECURITIES" shall mean any stock, shares,
voting trust certificates, limited partnership certificates,
bonds, debentures, notes or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise,
or in general any instruments commonly known as "securities",
including, without limitation, any "security" as such term is
defined in Section 8-102 of the Uniform Commercial Code, or
any certificates of interest, shares, or participations in
temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or
acquire any of the foregoing, but shall not include the Notes
or any other evidence of the Obligations.
"SECURITIES ACT" shall mean the Securities
Act of 1933, as amended to the date hereof and from time to
time hereafter, and any successor statute.
"SECURITIES EXCHANGE ACT" shall mean the
Securities Exchange Act of 1934, as amended to the date
hereof and from time to time hereafter, and any successor
statute.
"SENIOR LENDER" shall mean, at any
particular time, any Person who holds a Commitment at such
time, whether as a signatory to this Agreement or pursuant to
an Assignment and Acceptance.
"SENIOR SUBORDINATED DEBENTURE INDENTURES"
shall mean the respective Indentures pursuant to which the
Senior Subordinated Debentures have been issued.
"SENIOR SUBORDINATED DEBENTURES" shall mean
(i) the First Priority Subordinated Debentures and (ii) the
Company's 4.5% Second Priority Senior Subordinated Debentures
(Series A) due June 15, 2004, and the Company's 4% Second
Priority Senior Subordinated Debentures (Series B) due June
15, 2004.
"7-ELEVEN CANADA" shall mean 7-Eleven
Canada, Inc., a corporation organized under the laws of
Canada and a wholly-owned Subsidiary of the Company.
"STANDBY LETTER OF CREDIT" shall mean any
Facility Letter of Credit which is not a Commercial Letter of
Credit.
"SUBORDINATED INDEBTEDNESS" shall mean the
Indebtedness evidenced by, or in respect of, (i) the Senior
Subordinated Debentures, (ii) the QUIDS Subordinated Notes
and (iii) any additional Indebtedness (A) subordinated in
right of payment on terms and conditions which comply with
the second proviso of Section 8.01 or (B) incurred on other
terms approved in writing by the Requisite Senior Lenders.
"SUBSIDIARY" of a Person shall mean any
corporation, limited liability company, general or limited
partnership, or other entity of which Securities or other
ownership interests having ordinary voting power to elect a
majority of the board of directors or other managers of such
entity are at the time directly or indirectly owned or
controlled by, or the management of which is otherwise
controlled directly or indirectly through one or more
intermediaries, or both, by such Person, one or more
subsidiaries of such Person or any combination thereof.

                 19

<PAGE>
"SUBSIDIARY GUARANTOR" shall mean, as of
any date of determination, each Material Subsidiary party to
the Subsidiary Guaranty on such date.
"SUBSIDIARY GUARANTY" shall mean the
Guaranty, in substantially the form of Exhibit 7, to be
executed by each Material Subsidiary required to become a
party thereto pursuant to Section 7.06, as same may be
amended, restated, supplemented or otherwise modified from
time to time.
"TERMINATION EVENT" shall mean (i) a
Reportable Event, (ii) the withdrawal of the Company, any
Subsidiary of the Company or any ERISA Affiliate from a
Defined Benefit Plan during a plan year in which it is a
"substantial employer" as defined in Section 4001(a)(2) of
ERISA, (iii) the filing under Section 4041 of ERISA of a
notice of intent to terminate a Defined Benefit Plan, (iv)
the treatment of a Defined Benefit Plan amendment as a
termination under Section 4041 of ERISA, (v) the institution
of proceedings by the PBGC to terminate a Defined Benefit
Plan, (vi) any other event or condition which would
constitute ground under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to
administer, any Defined Benefit Plan, (vii) the termination
of, or appointment of a trustee to administer, any Defined
Benefit Plan pursuant to Section 4042 of ERISA, or (viii) the
partial or complete withdrawal of the Company or any ERISA
Affiliate from a Multiemployer Plan if the amount of the
withdrawal liability assessed by the plan sponsor against the
Company or any such ERISA Affiliate would have a Material
Adverse Effect.
"TRANSACTION COSTS" shall mean the fees,
costs and expenses payable by the Company pursuant hereto or
in connection herewith or in respect hereof and the fees,
costs and expenses payable by the Company in connection with
the Master Lease Facility executed on or around the date
hereof.
"TYPE" shall mean, with respect to any
Loan, a Base Rate Loan or a Eurodollar Rate Loan.
"UNIFORM COMMERCIAL CODE" shall mean the
Uniform Commercial Code as enacted in the State of New York,
as in effect from time to time.
"UNREIMBURSED ISSUING BANK" shall have the
meaning ascribed to it in Section 3.06(b)(ii).
"VCOM" shall mean a Subsidiary of the
Company formed after the Effective Date to hold the assets
relating to the Company's V.com electronic kiosk initiative.

                    20

<PAGE>
       "YEN ROYALTY FINANCING AGREEMENT" shall mean,
collectively, (a) the Credit Agreement dated as of March 21,
1988 among the Company, the Yen Royalty Lender and Citicorp
International Limited, and (b) the Credit Agreement dated as
of April 21, 1998 among the Company, the Yen Royalty Lender
and Citibank, N.A., as Administrative Agent, in each case as
any Yen Royalty Financing Agreement may be amended,
supplemented or otherwise modified from time to time,
provided that no amendment, supplement or other modification
to any Yen Royalty Financing Agreement pertaining to the Yen
Royalty Financing Collateral or the recourse of the Yen
Royalty Lender (or any other creditor under a Yen Royalty
Financing Agreement) thereto shall adversely affect the
Administrative Agent, the Senior Lenders or the Issuing Banks
without the prior written consent of the Requisite Senior
Lenders.
     "YEN ROYALTY FINANCING COLLATERAL" shall mean,
as applicable, the "Collateral" as defined in (a) the
Assignment and Security Agreement dated as of March 21, 1988
between the Company and the Yen Royalty Lender entered into
in connection the credit agreement described in clause (a) of
the definition of "Yen Royalty Financing Agreement" and (b)
the Assignment and Security Agreement dated as of April 21,
1998 between the Company and the Yen Royalty Lender entered
into in connection with the credit agreement described in
clause (b) of the definition of "Yen Royalty Financing
Agreement".
     "YEN ROYALTY FINANCING INDEBTEDNESS" shall mean
Indebtedness of the Company to the Yen Royalty Lender under
the Yen Royalty Financing Agreement in an aggregate principal
amount which shall not exceed Japanese Yen 35,000,000,000
plus the amount of all interest and yield protection costs
capitalized in connection therewith pursuant to the terms of
the Yen Royalty Financing Agreement.
"YEN ROYALTY LENDER" shall mean, as
applicable, (i) with respect to clause (a) of the definition
of "Yen Royalty Financing Agreement", Citibank (Channel
Islands) Limited and (ii) with respect to clause (b) of the
definition of "Yen Royalty Financing Agreement", the
financial institutions from time to time party to the Credit
Agreement described in such clause (b).
     1.02    REFERENCES TO THIS AGREEMENT.  The words
"hereof", "herein", "hereunder" and similar terms when used
in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and
article, section, subsection, clause, schedule and exhibit
references herein are references to articles, sections,
subsections, clauses, schedules and exhibits to this
Agreement unless otherwise specified.
     1.03    COMPUTATION OF TIME PERIODS.  In this Agreement,
in the computation of periods of time from a specified date
to a later specified date, the word "from" shall mean "from
and including" and the words "to" and "until" each mean "to
but excluding".  Periods of days referred to in this
Agreement shall be counted in calendar days unless Business
Days are expressly prescribed.  Any period determined
hereunder by reference to a month or months or year or years
shall end on the day in the relevant calendar month in the
relevant year, if applicable, immediately preceding the date
numerically corresponding to the first day of such period,
provided that if such period commences on the last day of a
calendar month (or on a day for which there is no numerically
corresponding day in the calendar month during which such
period is to end), such period shall, unless otherwise
expressly required by the other provisions of this Agreement,
end on the last day of the calendar month.
                     21

<PAGE>
     1.04     ACCOUNTING TERMS.  Subject to Section 12.04,
for purposes of this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to
them in conformity with GAAP.
     1.05     MISCELLANEOUS TERMS.  All terms defined in this
Agreement in the singular shall have comparable meanings when
used in the plural, and vice versa, unless otherwise
specified.  The term "including" is by way of example and not
limitation.
     1.06     OTHER DEFINED TERMS.  All other terms contained
in this Agreement shall, unless the context indicates
otherwise, have the meanings assigned to such terms by the
Uniform Commercial Code to the extent the same are defined
therein.
     1.07     SCHEDULES AND EXHIBITS.  The schedules and
exhibits to this Agreement, either as originally existing or
as the same may from time to time be supplemented, modified
or amended, are incorporated herein and shall be considered a
part of this Agreement for the purposes stated herein.
                        ARTICLE II
                AMOUNTS AND TERMS OF LOANS
     2.01    LOANS.
             (a)    AVAILABILITY.
                    (i)    Subject to the terms and
conditions set forth in this Agreement, each Senior Lender
hereby severally and not jointly agrees to make to the
Company from time to time on any Business Day during the
period from the Effective Date through and including the
Business Day immediately preceding the Commitment
Termination Date revolving loans (each individually, a
"LOAN" and collectively, the "LOANS"), in an amount which
shall not exceed, in the aggregate at any time outstanding,
such Senior Lender's Pro Rata Share of an amount equal to
(A) the aggregate Commitments at such time, minus (B) the
aggregate Facility Letter of Credit Obligations at such time
(the "LOAN AVAILABILITY" at such time).
                    (ii)    All Loans under this Agreement
shall be made by the Senior Lenders simultaneously and
proportionately to their respective Pro Rata Shares, it
being understood that no Senior Lender shall be responsible
for any failure by any other Senior Lender to perform its
obligation to make a Loan hereunder nor shall the Commitment
of any Senior Lender be increased or decreased as a result
of the failure by any other Senior Lender to perform its
obligation to make a Loan.
                    (iii)    Within the limits and on the
conditions set forth in this Agreement, the Company may from
time to time borrow and repay Loans under this Section 2.01,
prepay Loans pursuant to Section 2.05(a) and reborrow Loans
under this Section 2.01.



                               22


<PAGE>

             (b)    NOTICE OF BORROWING.
                    (i)    Whenever the Company desires to
borrow under this Section 2.01, it shall deliver to the
Administrative Agent a Notice of Borrowing, signed by it,
(A) on or before the Effective Date, in the case of a
Borrowing of Loans on the Effective Date and (B) no later
than 11:00 a.m. (New York time) (I) on the proposed Funding
Date in the case of a Borrowing of Base Rate Loans and (II)
no later than 11:00 a.m. (New York time) at least three (3)
Business Days in advance of the proposed Funding Date in the
case of a Borrowing of Eurodollar Rate Loans.
                    (ii)    Each Notice of Borrowing for
Loans shall specify (A) the Funding Date (which shall be a
Business Day) in respect of such Loans, (B) the amount of
the proposed Borrowing (which (I) shall not be less than the
lesser of $2,500,000 and the Loan Availability as of such
Funding Date and (II) after giving effect to such Borrowing
and all other Loans and Facility Letters of Credit requested
to be made or issued on the same Funding Date, shall not
exceed the Loan Availability as of such Funding Date), (C)
whether the proposed Borrowing will be of Base Rate Loans or
Eurodollar Rate Loans, (D) in the case of Eurodollar Rate
Loans, the requested Eurodollar Interest Period and (E)
instructions for the disbursement of the proceeds of the
Loans.  The Loans made on the Effective Date shall initially
be Base Rate Loans and thereafter may be continued as Base
Rate Loans or converted into Eurodollar Rate Loans, in the
manner provided in Section 2.03(c) and subject to the
conditions therein set forth and in Section 2.07.
                   (iii)    In lieu of delivering the above-
described Notice of Borrowing, the Company may give the
Administrative Agent telephonic notice of any proposed
Borrowing by the time required under this Section 2.01(b);
provided, that such notice shall be confirmed in writing by
delivery to the Administrative Agent promptly (but in no
event later than the Funding Date of the requested Loan) of
a Notice of Borrowing.
                    (iv)    Any Notice of Borrowing (or
telephone notice in lieu thereof) pursuant to this Section
2.01(b) shall be irrevocable.
             (c)    MAKING OF LOANS.
                     (i)    On the Effective Date, each
Senior Lender which is also a Senior Lender under (and as
defined in) the Existing Credit Agreement shall be deemed to
have advanced funds to the Company in respect of the Loans
in an amount equal to the Senior Lender's Pro Rata Share (as
defined in the Existing Credit Agreement) of the aggregate
principal amount of the outstanding Loans under (and as
defined in) the Existing Credit Agreement.  The Company and
such Senior Lender acknowledge and agree that, upon the
effectiveness of this Credit Agreement and the payment by
such Senior Lender of the amounts described in Section
2.01(c)(ii) to be paid on the Effective Date with respect to
such Senior Lender's Loans under this Agreement, the
aggregate principal amount of such Senior Lender's Loans
outstanding under the Existing Credit Agreement shall have
been paid in full, and such Senior Lender shall be deemed to
have advanced the full amount of its Pro Rata Share of Loans
to be made on the Effective Date.



                               23

<PAGE>

                       (ii)    Promptly after receipt of a
Notice of Borrowing under Section 2.01(b) (or telephonic
notice in lieu thereof) in respect of Loans, the
Administrative Agent shall notify each Senior Lender of the
proposed Borrowing.  Each Senior Lender shall make available
to the Administrative Agent in Dollars and in immediately
available funds, to such bank and account, in New York, New
York, as the Administrative Agent may designate, not later
than 11:00 a.m. (New York time), (A) on the Effective Date,
the excess of (1) the amount of such Senior Lender's Loan to
be made on the Effective Date over (2) the aggregate
principal amount of such Senior Lender's Loans deemed made
pursuant to Section 2.01(c)(i) and (B) on each Funding Date
other than the Effective Date, the amount of such Senior
Lender's Loan to be made on that Funding Date.  Subject to
the fulfillment of the conditions precedent set forth in
Section 4.01 or 4.02, as applicable, after the
Administrative Agent's receipt of the proceeds of such Loans
the Administrative Agent shall make the proceeds of such
Loans available to the Company in New York, New York, on
such Funding Date and shall disburse such funds in Dollars
and in immediately available funds in accordance with the
Company's disbursement instructions set forth in the Notice
of Borrowing.
                        (iii)    The failure of any Senior
Lender to deposit with the Administrative Agent the amount
described in Section 2.01(c)(ii) on any Funding Date shall
not relieve any other Senior Lender of its obligations
hereunder to make its Loan on any such date.  In the event
the conditions precedent set forth in Section 4.01 or 4.02,
as applicable, are not fulfilled or duly waived as of the
applicable Funding Date, the Administrative Agent shall
promptly return, by wire transfer of immediately available
funds, the amount deposited hereunder by each Senior Lender
to such Senior Lender.
                        (iv)    Unless the Administrative Agent
shall have been notified by any Senior Lender prior to any
Funding Date in respect of any Borrowing of Loans that such
Senior Lender does not intend to make available to the
Administrative Agent such Senior Lender's Loan on such
Funding Date, the Administrative Agent may assume that such
Senior Lender has made such amount available to the
Administrative Agent on such Funding Date and the
Administrative Agent in its sole discretion may, but shall
not be obligated to, make available to the Company a
corresponding amount on such Funding Date.  If such
corresponding amount is not in fact made available to the
Administrative Agent by such Senior Lender on or prior to a
Funding Date, such Senior Lender agrees to pay and the
Company agrees to repay severally to the Administrative
Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such
amount is made available to the Company until the date such
amount is paid or repaid to the Administrative Agent, at (A)
in the case of the Company, the interest rate applicable at
the time to a Borrowing of Base Rate Loans made on such
Funding Date and (B) in the case of such Senior Lender, the
Federal Funds Rate.  If such Senior Lender shall pay to the
Administrative Agent such corresponding amount, such amount
so paid shall constitute such Senior Lender's Loan, and if
both such Senior Lender and the Company shall have paid and
repaid such corresponding amount, the Administrative Agent
shall promptly return to the Company such corresponding
amount in same day funds.  Nothing in this Section 2.01(c)
shall be deemed to relieve any Senior Lender of its
obligation hereunder to make its Loan on any Funding Date.


                            24

<PAGE>

             (d)    NOTES.  The Company shall execute and
deliver to each Senior Lender on or before the Effective
Date a promissory note, in substantially the form of Exhibit
8 and otherwise in form and substance satisfactory to the
Senior Lenders, in the principal amount of that Senior
Lender's Commitment (each individually, a "NOTE" and
collectively, the "NOTES").  The Note delivered to each
Senior Lender shall mature, and all Revolving Credit
Obligations evidenced thereby shall be paid in full (or, in
the case of unmatured Facility Letter of Credit Obligations,
provision for payment shall be made to the satisfaction of
the Issuing Banks and the Requisite Lenders), on the
Commitment Termination Date.  Each Senior Lender is hereby
authorized, at its option, to either (i) endorse the date
and amount of each Loan made by such Senior Lender and each
prepayment of principal of Loans made with respect to such
Note on the back of such Note or (ii) record such Loans and
prepayments in its books and schedule or such books and
records, as the case may be, constituting prima facie
evidence, absent manifest error, of the accuracy of the
information contained therein.
     2.02    USE OF PROCEEDS OF LOANS.  The proceeds of the
Loans made (or deemed to have been made) on the Effective
Date shall be used (i) to repay in full all outstanding
obligations of the Company under the Existing Credit
Agreement, (ii) to pay the Transactions Costs and (iii) for
the purposes described in the following sentence.  The
proceeds of all other Loans shall be used for working
capital in the ordinary course of business and for other
lawful and permitted general corporate purposes of the
Company.
     2.03    INTEREST ON THE LOANS.
             (a)    RATE OF INTEREST.  All Loans shall bear
interest on the unpaid principal amount thereof from the
date made until paid in full.  The applicable basis for
determining the rate of interest shall be selected by the
Company at the time a Notice of Borrowing is given by the
Company pursuant to Section 2.02(b) or, in the case of all
Base Rate Loans or Eurodollar Rate Loans, at the time a
Notice of Conversion/Continuation is delivered by the
Company pursuant to Section 2.03(c); provided, however, that
(x) the Company may not select the Eurodollar Rate as the
applicable basis for determining the rate of interest on a
Loan if at the time of such selection an Event of Default or
a Potential Event of Default has occurred and is continuing
and (y) all Loans made on the Effective Date shall be Base
Rate Loans.  If on any day any Loan is outstanding with
respect to which notice has not been delivered to the
Administrative Agent in accordance with the terms of this
Agreement specifying the basis for determining the rate of
interest, then for that day that Loan shall be a Base Rate
Loan.  The Loans and other Obligations shall bear interest,
subject to Sections 2.03(d) and 12.22, as follows:
                    (i)    If a Base Rate Loan or such other
Obligation, then at a rate per annum equal to the Base Rate
as in effect from time to time as interest accrues; or
                    (ii)   If a Eurodollar Rate Loan, then
at a rate per annum equal to the sum of (A) the Applicable
Eurodollar Rate Margin then in effect plus (B) the
Eurodollar Rate determined for the applicable Eurodollar
Interest Period.


                               25


<PAGE>

             (b)    INTEREST PAYMENTS.  Subject to Sections
2.03(d) and 12.22, interest accrued on all Base Rate Loans
in any calendar quarter shall be payable in arrears (i) on
the first Business Day of the immediately succeeding
calendar quarter, commencing on the first such day following
the making of each such Base Rate Loan, (ii) upon the
prepayment thereof in full or in part and (iii) at maturity.
Interest accrued on each Eurodollar Rate Loan shall be
payable in arrears (x) on each Eurodollar Interest Payment
Date applicable to that Loan, (y) upon the prepayment
thereof in full or in part (together with payment of the
amounts described in Section 2.07(f)) and (z) at maturity.
             (c)    CONVERSION OR CONTINUATION.  Subject to
the provisions of Section 2.07, the Company shall have the
option (i) to convert at any time all or any part of
outstanding Loans which comprise part of the same Borrowing
and which, in the aggregate, equal $2,500,000 or an integral
multiple of $2,500,000 in excess of that amount from Base
Rate Loans to Eurodollar Rate Loans; or (ii) to convert all
or any part of outstanding Loans which comprise part of the
same Borrowing and which, in the aggregate, equal $2,500,000
or an integral multiple of $2,500,000 in excess of that
amount from Eurodollar Rate Loans to Base Rate Loans on the
expiration date of any Eurodollar Interest Period applicable
thereto; or (iii) upon the expiration of any Eurodollar
Interest Period applicable to Borrowing of Eurodollar Rate
Loans, to continue all or any portion of such Loans equal to
$2,500,000 or an integral multiple of $2,500,000 in excess
of that amount as Eurodollar Rate Loans of the same type,
and the succeeding Eurodollar Interest Period of such
continued Loans shall commence on the expiration date of the
Eurodollar Interest Period applicable thereto; provided,
that no outstanding Loan may be continued as, or be
converted into, a Eurodollar Rate Loan when any Event or
Default or Potential Event of Default has occurred and is
continuing.
In the event the Company shall elect to
convert or continue a Loan under this Section 2.03(c), the
Company shall deliver a Notice of Conversion/Continuation to
the Administrative Agent no later than 11:00 a.m. (New York
time) on the proposed conversion date in the case of a
conversion to a Base Rate Loan, and not later than 11:00
a.m. (New York time) at least three (3) Business Days in
advance of the proposed conversion/continuation date in the
case of a conversion to, or a continuation of, a Eurodollar
Rate Loan.  A Notice of Conversion/ Continuation shall
specify (i) the proposed conversion/continuation date (which
shall be a Business Day), (ii) the amount of the Loan to be
converted/continued, (iii) the nature of the proposed
conversion/continuation, and (iv) in the case of a
conversion to, or continuation of, a Eurodollar Rate Loan,
the requested Eurodollar Interest Period.  In lieu of
delivering the above-described Notice of
Conversion/Continuation, the Company may give the
Administrative Agent telephonic notice of any proposed
conversion/continuation by the time required under this
Section 2.03(c); provided, that such notice shall be
confirmed in writing by delivery to the Administrative Agent
promptly (but in no event later than the proposed
conversion/continuation under this Section 2.03(c).
Promptly after receipt of a Notice of
Conversion/Continuation under this Section 2.03(c) (or
telephonic notice in lieu thereof), the Administrative Agent
shall notify each Senior Lender by telex, telecopy,
telegram, telephone or other similar form of transmission,
of the proposed conversion/continuation.
Any Notice of Conversion/Continuation for
conversion to, or continuation of, a Loan (or telephonic
notice in lieu thereof) shall be irrevocable and the Company
shall be bound to convert or continue such Loan in
accordance therewith.


                   26

<PAGE>
             (d)    DEFAULT INTEREST.  Notwithstanding the
rates of interest specified in Section 2.03(a), effective
upon notice from the Administrative Agent or the Requisite
Senior Lenders at any time after (i) the occurrence of an
Event of Default under Section 10.01(a) or (ii) the date of
acceleration of the maturity of the Obligations pursuant to
Section 10.02(a) and for as long thereafter as such Event of
Default shall be continuing or until such acceleration has
been rescinded pursuant to Section 10.02(c) (as applicable),
the principal balance of all Loans and other Obligations
then outstanding shall bear interest payable upon demand at
a rate which is two percent (2%) per annum in excess of the
rate of interest otherwise payable under this Agreement, but
not to exceed the maximum rate permitted by applicable law.
             (e)    COMPUTATION OF INTEREST.  Interest on
Base Rate Loans and Eurodollar Rate Loans shall be computed
on the basis of the actual number of days elapsed in the
period during which interest accrues and a year of 360 days
(subject to the provisions of this Agreement and the Notes
limiting the rate of interest to that permitted by
applicable law). In computing interest on any Loan, the date
of the making of the Loan or the first day of a Eurodollar
Interest Period, as the case may be, shall be excluded;
provided that if a Loan is repaid on the same day on which
it is made, one day's interest shall be paid on that Loan.
             (f)    CHANGES; LEGAL RESTRICTIONS.  Except as
provided in Section 2.07(d) with respect to certain
determinations on Eurodollar Interest Rate Determination
Dates, in the event that after the date hereof (a) the
adoption of or any change in any law, treaty, rule,
regulation, guideline or determination of a court or
Governmental Authority or any change in the interpretation
or application thereof by a court or Governmental Authority,
or (b) compliance by any Senior Lender or Issuing Bank with
any request or directive (whether or not having the force of
law and whether or not the failure to comply therewith would
be unlawful) from any central bank or other Governmental
Authority or quasi-governmental authority:
                     (i)    does or will subject a Senior
Lender or Issuing Bank (or its applicable lending office or
Eurodollar Affiliate) to any tax, duty or other charge of
any kind which such Senior Lender or Issuing Bank reasonably
determines to be applicable to this Agreement, the Notes,
the Commitments, the Loans or the Facility Letters of Credit
or change the basis of taxation of payments to that Senior
Lender or Issuing Bank of principal, fees, interest, or any
other amount payable hereunder, except for taxes imposed on
or measured by the overall net income of that Senior Lender
or Issuing Bank or its applicable lending office or
Eurodollar Affiliate or franchise taxes imposed by the
jurisdiction in which such Senior Lender's or Issuing Bank's
principal executive office, applicable lending office or
Eurodollar Affiliate is located (all such non-excepted
taxes, duties and other charges being hereinafter referred
to as "TAXES"); or
                     (ii)    does or will impose, modify, or
hold applicable, in the determination of a Senior Lender or
Issuing Bank, any reserve, special deposit, compulsory loan,
FDIC insurance, capital allocation or similar requirement
against assets held by, or deposits or other liabilities
(including those pertaining to Facility Letters of Credit)
in or for the account of, advances or loans by, Commitments
made, or other credit extended by, or any other acquisition
of funds by, a Senior Lender or any applicable lending
office or Eurodollar Affiliate of that Senior Lender or
Issuing Bank (except, with respect to Base Rate Loans, to
the extent that the reserve and FDIC insurance requirements
are reflected in the definition of "Base Rate" and, with
respect to Eurodollar Rate Loans, to the extent that the
reserve requirements are reflected in the definition of
"Eurodollar Rate"); or

                               27



<PAGE>

                     (iii)    does or will impose on that
Senior Lender or Issuing Bank any other condition
materially more burdensome in nature, extent or consequence
than those in existence as of the Effective Date;
and the results of any of the foregoing is to increase the
cost to the Senior Lender or Issuing Bank of making,
renewing or maintaining the Loans or its Commitment or
issuing or participating in the Facility Letters of Credit
or to reduce any amount receivable thereunder; then, in any
such case, the Company shall promptly pay to that Senior
Lender or Issuing Bank, upon demand, such amount or amounts
(based upon a reasonable allocation thereof by such Senior
Lender or Issuing Bank to the financing transactions
contemplated by this Agreement and affected by this Section
2.03(f)) as may be necessary to compensate that Senior
Lender or Issuing Bank for any such additional cost
incurred or reduced amount received.  Such Senior Lender or
Issuing Bank shall deliver to the Company a written
statement of the costs or reductions claimed and the basis
therefor, and the reasonable allocation made by that Senior
Lender or Issuing Bank of such costs and reductions shall
be conclusive, absent manifest error.  If a Senior Lender
or Issuing Bank subsequently recovers any amount of Taxes
previously paid by the Company pursuant to this Section
2.03(f), such Senior Lender or Issuing Bank shall, within
30 days after receipt of such refund and to the extent
permitted by applicable law, pay to the Company the amount
of any such recovery.
             (g)    REFERENCE BANKS.  Each Reference Bank
which is also a Senior Lender agrees to furnish to the
Administrative Agent timely information for the purpose of
determining each Eurodollar Rate.  Upon the reasonable
request of the Company from time to time, the
Administrative Agent shall promptly provide to the Company
such information with respect to the applicable Eurodollar
Rate as may be reasonably required by the Company, and each
Reference Bank which is also a Senior Lender agrees to
furnish to the Administrative Agent such information as may
be required in connection therewith.
     2.04    FEES.
             (a)    FEE LETTERS.  The Company shall pay to
the Administrative Agent and to the Lead Arranger, the fees
payable to the Administrative Agent or the Lead Arranger,
respectively, as specified in the respective Fee Letters
and on the dates specified therein.  No Person other than
the Administrative Agent, the Lead Arranger or any other
Person specified in any Fee Letter, as the case may be,
shall have any interest in these fees.
             (b)    FACILITY FEE.  The Company shall pay to
the Administrative Agent, for the account of each Senior
Lender, a fee in an amount equal to (i) the Applicable
Facility Fee Rate then in effect multiplied by (ii) the
Commitment of such Senior Lender in effect from day to day
during any calendar quarter, payable quarterly in arrears
on the first Business Day of the immediately succeeding
calendar quarter.

               28

<PAGE>
             (c)    UTILIZATION FEE.  In the event that the
average aggregate outstanding Revolving Credit Obligations
(the "AVERAGE REVOLVING CREDIT OBLIGATIONS") during any
calendar quarter are greater than or equal to two-thirds of
the Commitments then in effect (or, if the Commitments have
then been terminated, the amount of the Commitments in
effect immediately prior to such termination), the Company
shall pay to the Administrative Agent, for the account of
each Senior Lender, a fee in an amount equal to (i) the
Applicable Utilization Fee Rate then in effect multiplied
by (ii) such Senior Lender's Pro Rata Share of the Average
Revolving Credit Obligations during such calendar quarter,
payable quarterly in arrears on the first Business Day of
the immediately succeeding calendar quarter.
             (d)    LETTER OF CREDIT FEES.  The Company
shall pay to the Administrative Agent, for the account of
the Senior Lenders or the Issuing Banks, as applicable, the
fee for Facility Letters of Credit, determined as set forth
in Sections 3.08(a) and 3.08(b).
             (e)    PAYMENT OF FEES.  The fees described in
this Section 2.04 represent compensation for services
rendered and to be rendered separate and apart from the
lending of money or the provision of credit and do not
constitute compensation for the use, detention or
forbearance of money, and the obligation of the Company to
pay each fee described herein shall be in addition to, and
not in lieu of, the obligation of the Company to pay
interest, other fees described herein and expenses
otherwise described in this Agreement.  Fees shall be
payable when due in New York, New York in immediately
available funds.  All fees shall be non-refundable when
paid.  All fees specified or referred to in this Agreement
due to a Senior Lender, including, without limitation,
those referred to in this Section 2.04, shall bear
interest, if not paid when due, at the rate then applicable
to past due Base Rate Loans (but not to exceed the maximum
rate permitted by law) and shall constitute Obligations.
     2.05    PREPAYMENTS OF LOANS; REDUCTIONS AND
TERMINATION OF COMMITMENTS.
             (a)    VOLUNTARY PREPAYMENTS OF LOANS.  The
Company may, upon not less than two (2) Business Days'
prior written or telephonic notice confirmed promptly in
writing to the Administrative Agent (which notice the
Administrative Agent shall promptly transmit by telegram,
telex or telephone to each Senior Lender), at any time and
from time to time, prepay any Base Rate Loans in whole or
in part, without premium or penalty, in an aggregate
minimum amount of $2,500,000, provided, however, that the
Company may prepay such Loans in full without regard to
such minimum amount.  Eurodollar Rate Loans may be prepaid
in whole or in part, without premium or penalty, on the
expiration date of the Eurodollar Interest Period
applicable thereto and otherwise only upon payment of the
amounts described in Section 2.07(f).  Any notice of
prepayment given to the Administrative Agent under this
Section 2.05(a) shall specify the date of prepayment, the
aggregate principal amount of the prepayment and the
allocation of such amount among Base Rate Loans and
Eurodollar Rate Loans.  Notice of prepayment having been
delivered as provided herein, the principal amount of the
Loans specified in such notice shall become due and payable
on the prepayment date.
             (b)    MANDATORY PREPAYMENT OF LOANS.  The
Company shall make prepayments of Loans to the extent
necessary to assure that the Revolving Credit Obligations
at any time do not exceed the Commitments at such time.

                   29

<PAGE>
             (c)    VOLUNTARY REDUCTION AND TERMINATION OF
COMMITMENTS.  The Company shall have the right, at any time
and from time to time, to terminate in whole or permanently
reduce in part, without premium or penalty, the
Commitments; provided, however, that (A) the aggregate
amount of the Commitments shall not be reduced to an amount
which is less than the Facility Letter of Credit
Obligations at such time, (B) each partial reduction shall
be in the aggregate amount of $2,500,000 and integral
multiples of $1,000,000 in excess of that amount and (C)
the Company shall have made whatever payment may be
required to reduce the Revolving Credit Obligations to an
amount less than or equal to the Commitments as reduced or
terminated.  The Company shall give not less than three (3)
Business Days' prior written notice to the Administrative
Agent designating the date (which shall be a Business Day)
of such termination or reduction of the Commitments and, in
the case of a partial reduction, the amount of such
reduction.  Promptly after receipt of a notice of such
termination or reduction, the Administrative Agent shall
notify each Senior Lender of the proposed termination or
reduction.  Such termination or reduction of the
Commitments shall be effective on the date specified in the
Company's notice and shall terminate or permanently reduce
the Commitment of each Senior Lender proportionately in
accordance with its Pro Rata Share.
             (d)    MANDATORY TERMINATION OF COMMITMENTS.
Each Senior Lender's Commitment shall expire without
further action on the part of the Administrative Agent, any
Senior Lender or the Company on the Commitment Termination
Date.
     2.06    PAYMENTS.
             (a)    MANNER AND TIME OF PAYMENT.  All
payments of principal, interest, Reimbursement Obligations
and fees hereunder and under the Notes or a Facility Letter
of Credit payable to the Senior Lenders or any Issuing Bank
shall be made without condition or reservation of right, in
Dollars and in immediately available funds, delivered to
the Administrative Agent not later than 11:00 a.m. (New
York time) on the date due, to such account of the
Administrative Agent in New York, New York, as the
Administrative Agent may designate, for the account of the
Senior Lenders or such Issuing Bank, as the case may be,
and funds received by the Administrative Agent after that
time, shall be deemed to have been paid on the next
succeeding Business Day.  Payments actually received by the
Administrative Agent for the account of the Senior Lenders
or the Issuing Banks, or any of them, shall be paid to them
promptly after receipt thereof by the Administrative Agent,
provided, that the Administrative Agent shall pay to such
Senior Lenders or Issuing Banks interest thereon, at the
Federal Funds Rate, from the Business Day following receipt
of such funds by the Administrative Agent until such funds
are paid to such Senior Lenders and Issuing Banks.
             (b)    APPORTIONMENT OF PAYMENTS.
                    (i)    Subject to the provisions of
Section 2.03(f), Section 2.04, Section 2.05, Section
2.06(b)(ii), Section 2.06(b)(iii), Section 3.05 and Section
3.06(b)(ii), all payments of principal and interest in
respect of outstanding Loans, all payments in respect of
Reimbursement Obligations, all payments of fees and all
other payments in respect of any other Obligations, shall
be allocated among such of the Senior Lenders and Issuing
Banks as are entitled thereto, in proportion to their
respective Pro Rata Shares or otherwise as provided herein.
Except as provided in


                        30

<PAGE>

Section 2.06(b)(ii) with respect to payments received after
the occurrence of an Event of Default, all such payments
and any other amounts received by the Administrative Agent
from or for the benefit of the Company shall be allocated
among such of the Senior Lenders as are entitled thereto,
in proportion to their respective Pro Rata Shares, or
otherwise as provided herein.  All such principal and
interest payments in respect of Loans shall be applied to
pay interest due in respect of the Loans and then to repay
the principal amount of the Loans.  All principal payments
in respect of Loans shall be applied to repay outstanding
Base Rate Loans and then to repay outstanding Eurodollar
Rate Loans with those Eurodollar Rate Loans which have
earlier expiring Eurodollar Interest Periods being repaid
prior to those which have later expiring Eurodollar
Interest Periods.

                     (ii)    After the occurrence of an
Event of Default and while the same is continuing, the
Administrative Agent shall apply all payments in respect of
any Obligations in the following order:
                             (A)    first, to pay
Obligations in respect of any fees, expense reimbursements
or indemnities then due to the Administrative Agent from
the Company or any Subsidiary Guarantor;
                             (B)    second, to pay
Obligations in respect of any fees and indemnities then due
to the Senior Lenders from the Company or any Subsidiary
Guarantor;
                             (C)    third, to pay interest
due in respect of Loans and other Obligations; provided,
that if sufficient funds are not available to fund all
payments to be made to the Holders in respect of the
Obligations described in this clause (C), the available
funds shall be allocated to the payment of such Obligations
ratably, based on the proportion of the amount of interest
due each Holder;
                             (D)    fourth, to pay or
prepay principal of Loans and Reimbursement Obligations and
to pay (or, to the extent such Obligations are contingent,
prepay or provide cash collateral in respect of) Facility
Letter of Credit Obligations; provided, that if sufficient
funds are not available to fund all payments to be made to
the Holders in respect of the Obligations described in this
clause (D), the available funds shall be allocated to the
payment of such Obligations ratably, based on the
proportion of each Holder's interest in the aggregate
outstanding Loans, Reimbursement Obligations and other
Facility Letter of Credit Obligations (in each instance
whether or not due);
                             (E)    fifth, to the ratable
payment of all other Obligations then due and payable for
expense reimbursements; and
                             (F)    sixth, to the ratable
payment of all other Obligations due to any and all
Holders.

    31

<PAGE>
Subject to Section 2.06(b)(iii) and Section 3.06(b)(ii),
the Administrative Agent shall promptly distribute to each
Senior Lender and Issuing Bank at its primary address set
forth on the appropriate signature page hereof, or the
signature page to the Assignment and Acceptance by which
such Person became a Lender or Issuing Bank, or at such
other address as a Senior Lender, an Issuing Bank or Holder
may request in writing, such funds as it may be entitled to
receive, subject to the provisions of Article XI and
provided that the Administrative Agent shall in any event
not be bound to inquire into or determine the validity,
scope or priority of any interest or entitlement of any
Holder and may suspend all payments or seek appropriate
relief (including, without limitation, instructions from
the Requisite Senior Lenders or an action in the nature of
interpleader) in the event of any doubt or dispute as to
any apportionment or distribution contemplated hereby.  The
order of priority herein is set forth solely to determine
the rights and priorities of the Senior Lenders and other
Holders as among themselves and may at any time or from
time to time be changed by the Senior Lenders as they may
elect, in writing in accordance with Section 12.07, without
necessity of notice to or consent of or approval by the
Company or any other Person.
                    (iii)    In the event that any Senior
Lender fails to fund its Pro Rata Share of any Loan
requested by the Company which such Senior Lender is
obligated to fund under the terms of this Agreement (the
funded portion of such Borrowing of Loans being hereinafter
referred to as a "NON PRO RATA LOAN"), until the earlier of
such Senior Lender's cure of such failure and the
termination of the Commitments, the proceeds of all amounts
thereafter repaid to the Administrative Agent by the
Company and otherwise required to be applied to such Senior
Lender's share of all other Obligations pursuant to the
terms of this Agreement shall be advanced to the Company by
the Administrative Agent on behalf of such Senior Lender to
cure, in full or in part, such failure by such Senior
Lender, but shall nevertheless be deemed to have been paid
to such Senior Lender in satisfaction of such other
Obligations.  Notwithstanding anything in this Agreement to
the contrary:
                             (A)    the foregoing
provisions of this Section 2.06(b)(iii) shall apply only
with respect to the proceeds of payments of Obligations and
shall not affect the conversion or continuation of Loans
pursuant to Section 2.03(c);
                             (B)    a Senior Lender shall
be deemed to have cured its failure to fund its Pro Rata
Share of any Loan at such time as an amount equal to such
Senior Lender's original Pro Rata Share of the requested
principal portion of such Loan is fully funded to the
Company, whether made by such Lender itself or by operation
of the terms of this Section 2.06(b)(iii), and whether or
not the Non Pro Rata Loan with respect thereto has been
repaid, converted or continued;
                             (C)    amounts advanced to the
Company to cure, in full or in part, any such Senior
Lender's failure to fund its Pro Rata Share of any Loan
("CURE LOANS") shall bear interest at the rate in effect
from time to time pursuant to Section 2.03(a)(i) and for
all other purposes of this Agreement shall be treated as if
they were Base Rate Loans; and
                             (D)    regardless of whether
or not an Event of Default has occurred or is continuing,
and notwithstanding the instructions of the Company as to
its desired application, all repayments of principal which,
in accordance with the other terms of this Section 2.06,
would be applied to the outstanding Loans which are Base
Rate Loans shall be applied first, ratably to all such Base
Rate Loans constituting Non Pro Rata Loans, second, ratably
to such Base Rate Loans other than those constituting Non
Pro Rata Loans or Cure Loans and third, ratably to such
Base Rate Loans constituting Cure Loans.

32

<PAGE>
             (c)    PAYMENTS ON NON-BUSINESS DAYS.
Whenever any payment to be made by the Company hereunder or
under the Notes shall be stated to be due on a day which is
not a Business Day, payments shall be made on the next
succeeding Business Day and such extension of time shall be
included in the computation of the payment of interest
hereunder or under the Notes and of any  of the fees
specified in Section 2.04, as the case may be.
             (d)    ADMINISTRATIVE AGENT'S, ISSUING BANK'S
OR SENIOR LENDER'S ACCOUNTING.  Any accounting as to Loans,
fees or Facility Letters of Credit which any of the
Administrative Agent, any Issuing Bank or any of the Senior
Lenders at its option may provide to the Company, including
any periodic statement of account, will be presumed,
rebuttably, to be correct.
     2.07    SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE
LOANS.  Notwithstanding other provisions of this Agreement,
the following provisions shall govern with respect to
Eurodollar Rate Loans as to the matters covered:
             (a)    AMOUNT OF EURODOLLAR RATE LOANS.  Each
Eurodollar Rate Loan shall be for a minimum amount of
$2,500,000 and in integral multiples of $2,500,000 in
excess of that amount.
             (b)    DETERMINATION OF EURODOLLAR INTEREST
PERIOD.  By giving notice as set forth in Section 2.01(b)
(with respect to a Borrowing of Eurodollar Rate Loans after
the Effective Date) or Section 2.03(c) (with respect to a
conversion into or continuation of Eurodollar Rate Loans),
the Company shall have the option, subject to the other
provisions of this Section 2.07, to specify an interest
period (each a "EURODOLLAR INTEREST PERIOD") to apply to
the Borrowing of Eurodollar Rate Loans described in such
notice, which Eurodollar Interest Period shall be a period
of either one, two, three, six or, if available to each of
the Senior Lenders, twelve months.  The determination of
Eurodollar Interest Periods shall be subject to the
following provisions:
                    (i)    In the case of immediately
successive Eurodollar Interest Period applicable to a
Borrowing of Eurodollar Rate Loans, each successive
Eurodollar Interest Period shall commence on the day on
which the immediately preceding Eurodollar Interest Period
expires;
                    (ii)    If any Eurodollar Interest
Period would otherwise expire on a day which is not a
Business Day, the Eurodollar Interest Period shall be
extended to expire on the next succeeding Business Day;
provided, that if any such Eurodollar Interest Period
applicable to a Borrowing of Eurodollar Rate Loans would
otherwise expire on a day which is not a Business Day but
is a day of the month after which no further Business Day
occurs in that month, that Eurodollar Interest Period shall
expire on the immediately preceding Business Day;


                                    33

<PAGE>

                   (iii)    The Company may not select a
Eurodollar Interest Period for any Borrowing of Loans which
terminates later than the Commitment Termination Date;
                    (iv)    The Company may not select a
Eurodollar Interest Period with respect to any portion of
principal of a Eurodollar Rate Loan which extends beyond a
date on which the Company is required to make a scheduled
payment of that portion of principal, it being understood
and agreed that any Eurodollar Rate Loan whose Eurodollar
Interest Period ends less than one month prior to such date
shall be deemed converted to a Base Rate Loan as of the
last day of such Eurodollar Interest Period for purposes of
determining whether any portion of principal of any
Eurodollar Rate Loan is required in order to make a
mandatory payment of principal; and
                     (v)    There shall be no more than ten
(10) Eurodollar Interest Periods in effect at any one time.
             (c)    DETERMINATION OF INTEREST RATE.  As
soon as practicable after 11:00 a.m. (New York time) on the
Eurodollar Interest Rate Determination Date, the
Administrative Agent shall determine (which determination
shall, absent manifest error, be presumptively correct,
subject, however, to the provisions of Section 12.22) the
interest rate which shall apply to the Eurodollar Rate
Loans for which an interest rate is then being determined
for the applicable Eurodollar Interest Period and shall
promptly give notice thereof (in writing or by telephone
confirmed in writing) to the Company and to each Senior
Lender.
             (d)    INTEREST RATE UNASCERTAINABLE,
INADEQUATE OR UNFAIR.  If with respect to any Eurodollar
Interest Period:
                     (i)    the Administrative Agent is
advised by any Reference Bank that deposits in Dollars (in
the applicable amounts) are not being offered by such
Reference Bank in the relevant market for such Eurodollar
Interest Period; or
                    (ii)    Requisite Senior Lenders advise
the Administrative Agent that the Eurodollar Rate as
determined by the Administrative Agent is less than the
cost to such Senior Lenders of obtaining funds in the
London interbank Eurodollar market in the amount
substantially equal to such Senior Lenders' Eurodollar Rate
Loans and for a period equal to such Eurodollar Interest
Period;
the Administrative Agent shall forthwith give notice
thereof to the Company, whereupon until the Administrative
Agent notifies the Company that the circumstances giving
rise to such suspension no longer exist, the right of the
Company to elect to have the Loans bear interest based on
the Eurodollar Rate shall be suspended, and each
outstanding Eurodollar Rate Loan made by the Senior Lenders
shall be converted into a Base Rate Loan on the last day of
the then current Eurodollar Interest Period therefor,
notwithstanding any prior election by the Company to the
contrary.

                             34

<PAGE>
             (e)    ILLEGALITY.
                    (i)    In the event that on any date
any Senior Lender shall have determined (which
determination shall, absent manifest error, be final and
conclusive and binding upon all parties) that the making or
continuation of any Eurodollar Rate Loan has become
unlawful by compliance by that Senior Lender in good faith
with any law, governmental rule, regulation or order of any
Governmental Authority (whether or not having the force of
law and whether or not failure to comply therewith would be
unlawful), then, and in any such event, that Senior Lender
shall promptly give notice (by telephone promptly confirmed
in writing) to the Company and the Administrative Agent
(which notice the Administrative Agent shall promptly
transmit to each Senior Lender) of that determination.
                   (ii)    Upon the giving of the notice
referred to in Section 2.07(e)(i), (A) the Company's right
to request and such Senior Lender's obligation to make
Eurodollar Rate Loans shall be immediately suspended, and
such Senior Lender shall make a Loan, as part of any
requested Borrowing of Eurodollar Rate Loans, as a Base
Rate Loan, which Base Rate Loan shall, for all purposes, be
considered a part of such Borrowing, and (B) if the
affected Eurodollar Rate Loan(s) are then outstanding, the
Company shall immediately, or if permitted by applicable
law, no later than the date permitted thereby, upon at
least one (1) Business Day's written notice to the
Administrative Agent and the affected Senior Lender,
convert each such Eurodollar Rate Loan into a Base Rate
Loan.
                   (iii)    In the event that such Senior
Lender determines at any time following its giving of the
notice referred to in Section 2.07(e)(i) that such Senior
Lender may lawfully make Eurodollar Rate Loans of the type
referred to in such notice, such Senior Lender shall
promptly give notice (by telephone confirmed in writing) to
the Company and the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each Senior
Lender) of that determination, whereupon the Company's
right to request and such Senior Lender's obligation to
make Eurodollar Rate Loans of such type(s) shall be
restored.
             (f)    COMPENSATION.  In addition to such
amounts as are required to be paid by the Company pursuant
to Sections 2.03(a), 2.03(d) and 2.03(f), the Company shall
compensate each Senior Lender, upon written request by that
Senior Lender (which request shall set forth in reasonable
detail the basis for requesting such amounts), for all
losses, expenses and liabilities, including, without
limitation, any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds
acquired by that Senior Lender to fund or maintain that
Senior Lender's Eurodollar Rate Loans to the Company which
that Senior Lender may sustain (i) if for any reason a
Borrowing, conversion or continuation of Eurodollar Rate
Loans does not occur on a date specified therefor in a
Notice of Borrowing or a Notice of Conversion/Continuation
or in a telephonic request for borrowing or
conversion/continuation or a successive Eurodollar Interest
Period does not commence after notice therefor is given
pursuant to Section 2.03(c), (ii) if any prepayment of any
Eurodollar Rate Loan (including without limitation, any
prepayments pursuant to Section 2.05) occurs for any reason
on a date which is not the last day of the applicable
Eurodollar Interest Period, (iii) as a consequence of any
required conversion of a Eurodollar Rate Loan to a Base
Rate Loan as a result of any of the events indicated on
Section 2.07(e), or (iv) as a consequence of any other
default by the Company to repay Eurodollar Rate Loans when
required by the terms of this Agreement.

              35


<PAGE>
             (g)    QUOTATION OF EURODOLLAR RATE.  If on
any Eurodollar Interest Rate Determination Date any of the
Reference Banks shall have failed to provide offered
quotations to the Administrative Agent in accordance with
the definition of "Eurodollar Rate" the Administrative
Agent shall determine the Eurodollar Rate using the
quotation of the other Reference Banks.
             (h)    EURODOLLAR RATE TAXES.  The Company
agrees that:
                    (i)    The Company will pay, prior to
the date on which penalties attach thereto, all present and
future income, stamp and other taxes, levies, or costs and
charges whatsoever imposed, assessed, levied or collected
on or in respect of a Loan solely as a result of the
interest rate being determined by reference to the
Eurodollar Rate or the provisions of this Agreement
relating to the Eurodollar Rate or the recording,
registration, notarization or other formalization of any
thereof or any payments of principal, interest or other
amounts made on or in respect of a Loan when the interest
rate is determined by reference to the Eurodollar Rate (all
such taxes, levies, costs and charges being herein
collectively called "EURODOLLAR RATE TAXES"); provided that
Eurodollar Rate Taxes shall not include:  taxes imposed on
or measured by the overall net income of the Senior Lender
or any foreign branch or Subsidiary of that Senior Lender
by the United States of America or any taxing authority of
any jurisdiction in which the Senior Lender or any such
foreign branch or Subsidiary conducts business.  The
Company shall also pay such additional amounts equal to
increases in taxes payable by that Senior Lender described
in the foregoing proviso which increases are attributable
to payments made by the Company described in this sentence
and in the immediately preceding sentence of this clause
(i).  Promptly after the date on which payment of any such
Eurodollar Rate Tax is due pursuant to applicable law, the
Company will, at the request of that Senior Lender, furnish
to that Senior Lender evidence, in form and substance
satisfactory to that Senior Lender, that the Company has
met its obligation under this Section 2.07(h); and
                    (ii)    The Company will indemnify each
Senior Lender against, and reimburse each Senior Lender on
demand for, any Eurodollar Rate Taxes paid by such Senior
Lender, as determined by that Senior Lender in its sole
discretion.  That Senior Lender shall provide the Company
with (A) appropriate receipts for any payments or
reimbursements made by the Company pursuant to this Section
2.07(h)(ii) and (B) such information as may reasonably be
required to indicate the basis for such Eurodollar Rate
Taxes; provided that if a Senior Lender or Issuing Bank
subsequently recovers, or receives a net tax benefit with
respect to, any amount of Eurodollar Rate Taxes previously
paid by the Company pursuant to this Section 2.07(h)(ii),
such Senior Lender or Issuing Bank shall, within 30 days
after receipt of such refund, and to the extent permitted
by applicable law, pay to the Company the amount of any
such recovery or permanent net tax benefit.
             (i)    BOOKING OF EURODOLLAR RATE LOANS.  Any
Senior Lender may make, carry or transfer Eurodollar Rate
Loans at, to, or for the account of, any of its branch
offices or the office of an Affiliate of that Senior
Lender; provided, however, no such Senior


                            36

<PAGE>
Lender shall be entitled to receive any greater amount
under Section 2.03(f) or 2.07(h) as a result of the
transfer of any such Eurodollar Rate Loan than such Senior
Lender would be entitled to immediately prior thereto
unless (A) such transfer occurred at a time when
circumstances giving rise to the claim for such greater
amount did not exist and (B) such claim would have arisen
even if such transfer had not occurred.
             (j)    AFFILIATES NOT OBLIGATED.  No
Eurodollar Affiliate or other Affiliate of any Senior
Lender shall be deemed a party to this Agreement or shall
have any rights, liability or obligation under this
Agreement.
     2.08    INCREASED CAPITAL.  If either (i) the
introduction of or any change in or in the interpretation
of any law or regulation or (ii) compliance by any Senior
Lender with any guideline or request from any central bank
or other Governmental Authority (whether or not having the
force of law and whether or not the failure to comply
therewith would be unlawful) affects or would affect the
amount of capital required or expected to be maintained by
such Senior Lender or any corporation controlling such
Senior Lender and such Senior Lender reasonably determines
that the amount of such capital is increased by or based
upon the existence of such Senior Lender's Commitment and
other commitments of this type then, upon demand by such
Senior Lender, the Company shall immediately pay to such
Senior Lender, from time to time as specified by such
Senior Lender, additional amounts sufficient to compensate
such Senior Lender in the light of such circumstances, to
the extent that such Senior Lender reasonably determines
such increase in capital to be allocable to the existence
of such Senior Lender's Commitment.  A certificate as to
such amounts submitted to the Company by such Senior
Lender, shall, in the absence of manifest error, be
conclusive and binding for all purposes.
     2.09    REPLACEMENT OF SENIOR LENDER IN EVENT OF
ADVERSE CONDITION.  In the event the Company becomes
obligated to pay additional amounts to any Senior Lender or
Issuing Bank pursuant to Section 2.03(f), 2.07(h), 2.08 or
3.08(c) as a result of any condition described in any such
Section, then, unless such Senior Lender or Issuing Bank
has theretofore taken reasonable steps (to the extent not
inconsistent with the internal policies of such Senior
Lender or Issuing Bank and any applicable legal or
regulatory restrictions) to remove or cure, and has removed
or cured, the conditions creating the cause for such
obligation to pay such additional amounts (to the extent
such removal or cure would not, in the determination of the
Senior Lender or Issuing Bank, otherwise adversely affect
its Commitments, Loans or Letters of Credit), the Company
may designate another bank or financial institution which
is reasonably acceptable to the Administrative Agent (any
such bank or financial institution being herein called a
"REPLACEMENT LENDER") to purchase the Notes of such Senior
Lender and such Senior Lender's rights hereunder, without
recourse to or warranty by, or expense to, such Senior
Lender for a purchase price equal to the outstanding
principal amount of such Notes payable to such Senior
Lender plus any accrued but unpaid interest on such Notes
plus the greatest amount for which all outstanding Facility
Letters of Credit issued by such Senior Lender may be drawn
plus accrued but unpaid fees payable pursuant to Section
2.04 and any other amounts due and payable hereunder and
upon such purchase, such Senior Lender shall no longer be a
party hereto or have any rights hereunder, and the
Replacement Lender shall succeed to the rights of such
Senior Lender hereunder.

                37

<PAGE>
     2.10    AUTHORIZED OFFICERS AND AGENTS.  The Company
shall notify the Administrative Agent in writing of the
names of the officers and employees authorized to request
Loans on behalf of the Company and shall provide the
Administrative Agent with a specimen signature of each such
officer or employee.  The officers and employees of the
Company authorized to request a Loan on behalf of the
Company shall also be authorized to request a
conversion/continuation of any Loan on behalf of the
Company.  The Administrative Agent shall be entitled to
rely conclusively on such officer's or employee's authority
to request, convert or continue a Loan on behalf of the
Company until the Administrative Agent receives written
notice to the contrary.  The Administrative Agent shall
have no duty to verify the authenticity of the signature
appearing on any written Notice of Borrowing or Notice of
Conversion/Continuation and, with respect to an oral
request for a Loan or a conversion or continuation thereof,
the Administrative Agent shall have no duty to verify the
identity of any person representing himself as one of the
officers or employees authorized to make such request on
behalf of the Company.  Neither the Administrative Agent
nor any Senior Lender shall incur any liability to the
Company in acting upon any telephonic notice referred to
above which the Administrative Agent believes in good faith
to have been given by a duly authorized officer or other
person authorized to borrow on behalf of the Company or for
otherwise acting in good faith under this Agreement.

                      ARTICLE III
             THE LETTER OF CREDIT SUBFACILITY
     3.01    OBLIGATION TO ISSUE.  Subject to the terms and
conditions set forth in this Agreement, each Issuing Bank
hereby severally agrees to issue for the account of the
Company one or more Facility Letters of Credit, up to an
aggregate face amount at any one time outstanding equal to
its Letter of Credit Commitment, from time to time through
the earlier of (i) the expiration of such Issuing Bank's
Letter of Credit Commitment or (ii) the Business Day
immediately preceding the Commitment Termination Date.
     3.02    TYPES AND AMOUNTS.
             (a)    An Issuing Bank shall not have any
obligation to issue, amend or extend, and shall not issue,
amend or extend, any Facility Letter of Credit at any time:
                    (i)    if the aggregate maximum amount
then available for drawing under Facility Letters of Credit
issued by such Issuing Bank after giving effect to the
Facility Letter of Credit requested hereunder, shall exceed
any limit imposed by law or regulation upon such Issuing
Bank;
                    (ii)   if, immediately after the
issuance of such Facility Letter of Credit, the aggregate
principal amount of Facility Letter of Credit Obligations
then existing with respect to Facility Letters of Credit
issued by that Issuing Bank (which amount shall be
calculated without giving effect to the participation of
the Senior Lenders pursuant to Section 3.06) would exceed
such Issuing Bank's then effective Letter of Credit
Commitment;


                               38

<PAGE>

                   (iii)    if the Issuing Bank receives
written notice from the Administrative Agent or the
Requisite Senior Lenders at or before 11:00 a.m. (New York
time) on the date of the proposed issuance, amendment or
extension of such Facility Letter of Credit that (A)
immediately after the issuance, amendment or extension of
such Facility Letter of Credit, (I) the Facility Letter of
Credit Obligations at such time would exceed the Letter of
Credit Subfacility then in effect or (II) the Revolving
Credit Obligations at such time would exceed the aggregate
Commitments then in effect, or (B) one or more of the
conditions precedent contained in Section 4.01 or 4.02, as
applicable, will not on such date be satisfied, and an
Issuing Bank shall not otherwise be required to determine
that, or take notice whether, the conditions precedent set
forth in Section 4.01 or 4.02, as applicable, have been
satisfied; or
                    (iv)    which has an expiration date
(A) more than one year after the date of issuance or
extension, as applicable or (B) after the Business Day
immediately preceding the Commitment Termination Date.
             (b)    Any Senior Lender may, in its
discretion, issue or extend Letters of Credit permitted
under Section 8.01 without regard to the terms and
provisions of this Article III, and no other Senior Lender
will have any obligation to purchase any participation or
any other interest in such Letters of Credit pursuant to
Section 3.06.
     3.03    CONDITIONS.  In addition to being subject to
the satisfaction of the conditions precedent contained in
Section 4.01 or 4.02, as applicable, the obligation of an
Issuing Bank to issue any Facility Letter of Credit is
subject to the satisfaction in full of the following
conditions:
             (a)    The Company shall have delivered to
that Issuing Bank, at such times and in such manner as that
Issuing Bank may prescribe, a Letter of Credit
Reimbursement Agreement and such other documents and
materials as may be required pursuant to the terms thereof
and the terms of the proposed Letter of Credit shall be
satisfactory to that Issuing Bank; and
             (b)    As of the date of issuance no order,
judgment or decree of any court, arbitrator or Governmental
Authority shall purport by its terms to enjoin or restrain
that Issuing Bank from issuing the Facility Letter of
Credit and no law, rule or regulation applicable to that
Issuing Bank and no request or directive (whether or not
having the force of law and whether or not the failure to
comply therewith would be unlawful) from any Governmental
Authority with jurisdiction over that Issuing Bank shall
prohibit or request that such Issuing Bank refrain from the
issuance of Letters of Credit generally or the issuance of
that Facility Letter of Credit.
     3.04    ISSUANCE OF FACILITY LETTERS OF CREDIT.
             (a)    The Company shall give an Issuing Bank and the
Administrative Agent written notice that it has selected that Issuing
Bank to issue a Facility Letter of Credit not later than 11:00 a.m. (New
York time) on the fifth (5th) Business Day preceding the requested
issuance thereof under this Agreement, or such shorter notice as may be
acceptable to such Issuing Bank and the Administrative Agent.  Such
notice shall be irrevocable and shall specify (i) the stated amount of
the Facility Letter of Credit requested, (ii) the effective date (which
day shall be a Business Day) of issuance of such requested Facility
Letter of Credit, (iii) the date on which such requested Facility Letter
of Credit is to expire (which date shall be a Business Day and shall in
no event be later than the expiration date permitted by Section
3.02(a)(iv)), (iv) the Person for whose benefit the requested Facility
Letter of Credit is to be issued, and (v) the amount of then outstanding
Facility Letter of Credit Obligations in respect of Facility Letters of
Credit issued by that Issuing Bank.

                   39

<PAGE>
             (b)    An Issuing Bank shall not extend or
amend any Facility Letter of Credit if the issuance of a
new Facility Letter of Credit having the same terms as such
Facility Letter of Credit as so extended or amended would
be prohibited by Section 3.02(a).
     3.05    REIMBURSEMENT OBLIGATIONS; DUTIES OF ISSUING
BANKS.
             (a)    Notwithstanding any provisions to the
contrary in any Letter of Credit Reimbursement Agreement:
                    (i)    The Company shall reimburse an
Issuing Bank for drawings under a Facility Letter of Credit
used by it no later than the earlier of (a) the time
specified in such Letter of Credit Reimbursement Agreement,
and (b) three (3) Business Days after the payment by that
Issuing Bank; and
                    (ii)    any Reimbursement Obligation
with respect to any Facility Letter of Credit shall bear
interest from the date of the relevant drawing under the
pertinent Facility Letter of Credit at the interest rate
applicable to Base Rate Loans for three (3) Business Days
after such date and thereafter at the interest rate for
past due Base Rate Loans in accordance with SECTION
2.03(D).
             (b)    No action taken or omitted to be taken
by an Issuing Bank under or in connection with any Facility
Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall put that
Issuing Bank under any resulting liability to any Senior
Lender or, subject to SECTION 3.02, relieve that Senior
Lender of its obligations hereunder to that Issuing Bank.
In determining whether to pay under any Facility Letter of
Credit, an Issuing Bank shall have no obligation to the
Senior Lenders other than to confirm that any documents
required to be delivered under such Facility Letter of
Credit appear to have been delivered and that they appear
on their face to comply with the requirements of such
Facility Letter of Credit.
     3.06    PARTICIPATIONS.
             (a)    Immediately upon issuance by an Issuing
Bank of any Facility Letter of Credit in accordance with
the procedures set forth in this Article III and
immediately upon conversion of a Letter of Credit of an
Issuing Bank to a Facility Letter of Credit pursuant to
Section 3.11, each Senior Lender shall be deemed to have
irrevocably and unconditionally purchased and received from
that Issuing Bank, without recourse or warranty, an
undivided interest and participation to the extent of such
Senior Lender's Pro Rata Share in such Facility Letter of
Credit (including, without limitation, all obligations of
the Company with respect thereto other than amounts owing
to the Issuing Bank under Sections 3.08(b) and 3.08(c)) and
any security therefor or guaranty pertaining thereto.


                40

<PAGE>
             (b)    (i)     If any Issuing Bank makes any
payment under any Facility Letter of Credit and the Company
does not repay such amount to such Issuing Bank pursuant to
Section 3.05(a) or 3.07, such Issuing Bank shall promptly
notify the Administrative Agent, which shall promptly
notify each Senior Lender of such failure, and each Senior
Lender shall promptly and unconditionally pay to the
Administrative Agent for the account of such Issuing Bank
the amount of such Senior Lender's Pro Rata Share of such
payment, in Dollars and in same day funds, and the
Administrative Agent shall promptly pay such amount, and
any other amounts received by the Administrative Agent for
such Issuing Bank's account pursuant to this Section
3.06(b)(i), to the Issuing Bank.  If the Administrative
Agent so notifies such Senior Lender prior to 11:00 a.m.
(New York time) on any Business Day, such Senior Lender
shall make available to the Administrative Agent for the
account of such Issuing Bank its Pro Rata Share of the
amount of such payment on such Business Day in immediately
available funds in New York, New York.
                    (ii)     If and to the extent such
Senior Lender shall not have so made its Pro Rata Share of
the amount of such payment available to the Administrative
Agent for the account of such Issuing Bank, (A) such Senior
Lender agrees to pay to the Administrative Agent for the
account of such Issuing Bank forthwith on demand such
amount together with interest thereon, for each day from
the date such payment was first due until the date such
amount is paid to the Administrative Agent for the account
of such Issuing Bank, at the Federal Funds Rate, (B) with
respect to any Senior Lender which is also an Issuing Bank
hereunder or whose Affiliate is an Issuing Bank hereunder
and, in either case, such Issuing Bank has not received a
requested reimbursement under Section 3.06(b)(i) in respect
of a payment made by such Issuing Bank under a Facility
Letter of Credit (an "UNREIMBURSED ISSUING BANK"), the
obligations of such Senior Lender under Section 3.06(b)(i)
shall be suspended solely as to any Issuing Bank with
respect to which such Issuing Bank (in its capacity as a
Senior Lender) or the Affiliate of such Issuing Bank which
is a Senior Lender has failed to reimburse such
Unreimbursed Issuing Bank (a "DEFAULTING L/C PARTICIPANT"),
until the amount of such reimbursement is paid in full and
(C) until the earlier of such Defaulting L/C Participant's
cure of such failure to reimburse such Unreimbursed Issuing
Bank, the proceeds of all amounts thereafter repaid to the
Administrative Agent by the Company and otherwise required
to be applied to such Defaulting L/C Participant's share of
all other Obligations pursuant to the terms of this
Agreement shall be advanced to the Unreimbursed Issuing
Bank by the Administrative Agent on behalf of such
Defaulting L/C Participant to cure, in full or in part,
such failure by such Defaulting L/C Participant, but shall
nevertheless be deemed to have been paid to such Defaulting
L/C Participant in satisfaction of such other Obligations.
Notwithstanding anything in this Agreement to the contrary,
a Defaulting L/C Participant shall be deemed to have cured
its failure to fund its Pro Rata Share of any reimbursement
requested under SECTION 3.06(B)(i) at such time as an
amount equal to such Defaulting L/C Participant's original
Pro Rata Share of the requested principal portion of such
reimbursement is fully funded to the Unreimbursed Issuing
Bank, whether made by such Defaulting L/C Participant
itself or by operation of the terms of this Section
3.06(b)(ii).
                    (iii)   The failure of any Senior
Lender to make available to the Administrative Agent for
the account of any Issuing Bank its Pro Rata Share of any
such payment shall not relieve any other Senior Lender of
its obligation hereunder to make available to the
Administrative Agent for the account of such Issuing Bank
its Pro Rata Share of any payment on the date such payment
is to be made.

                               41


<PAGE>
             (c)    Whenever an Issuing Bank receives a
payment on account of a Reimbursement Obligation, including
any interest thereon, as to which the Administrative Agent
has previously received payments from any or all of the
Senior Lenders for the account of such Issuing Bank
pursuant to this Section 3.06, such Issuing Bank shall
promptly pay to the Administrative Agent and the
Administrative Agent shall promptly pay to each Senior
Lender which has funded its participating interest therein,
in New York, New York, in Dollars and in the kind of funds
so received, an amount equal to (i) the amount paid by such
Issuing Bank, multiplied by (ii) a fraction, the numerator
or which shall be the amount funded by such Senior Lender
in respect of its participating interest and the
denominator of which shall be the amount funded by all of
the Senior Lenders in respect of their respective
participating interests.  Each such payment shall be made
by the Issuing Bank or the Administrative Agent, as the
case may be, on the Business Day on which such Person
receives the funds paid to such Person pursuant to the
preceding sentence, if received prior to 11:00 a.m. (New
York time) on such Business Day, and otherwise on the next
succeeding Business Day.
             (d)    Upon the request of the Administrative
Agent or any Senior Lender, an Issuing Bank shall furnish
to the Administrative Agent or such Senior Lender copies of
any Facility Letter of Credit or Letter of Credit
Reimbursement Agreement to which that Issuing Bank is party
and such other documentation as may reasonably be requested
by the Administrative Agent or such Senior Lender.
             (e)    The obligations of a Senior Lender to
make payments to the Administrative Agent for the account
of each Issuing Bank with respect to a Facility Letter of
Credit shall be irrevocable, shall not be subject to any
qualification or exception whatsoever, and shall be honored
in accordance with the terms and conditions of this
Agreement under all circumstances (subject to Section
3.02), including, without limitation, any of the following
circumstances:
                    (i)    any lack of validity or
enforceability of this Agreement or any of the other Loan
Documents;
                   (ii)    the existence of any claim, set-
off, defense or other right which the Company may have at
any time against a beneficiary named in a Facility Letter
of Credit or any transferee of any Facility Letter of
Credit (or any Person for whom any such transferee may be
acting), the Administrative Agent, the Issuing Bank, any
Senior Lender, or any other Person, whether in connection
with this Agreement, any Facility Letter of Credit, the
transactions contemplated herein or any unrelated
transactions (including any underlying transactions between
the Company or any Subsidiary of the Company and the
beneficiary named in any Facility Letter of Credit);
                   (iii)    any draft, certificate of any
other document presented under the Facility 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;


                         42

<PAGE>

                   (iv)    any failure by the
Administrative Agent or that Issuing Bank to make any
reports required pursuant to Section 3.09; or
                    (v)    the occurrence of any Event of
Default or Potential Event of Default.
     3.07    PAYMENT OF REIMBURSEMENT OBLIGATIONS.
             (a)    The Company agrees to pay to each
Issuing Bank the amount of all Reimbursement Obligations,
interest and other amounts payable to such issuing Bank
under or in connection with any Facility Letter of Credit
immediately when due; irrespective of any claim, setoff,
defense or other right which the Company may have at any
time against any Issuing Bank or any other Person.
             (b)    In the event any payment by the Company
received by an Issuing Bank with respect to a Facility
Letter of Credit and distributed by the Administrative
Agent to the Senior Lenders on account of their
participations is thereafter set aside, avoided or
recovered from that Issuing Bank in connection with any
receivership, liquidation or bankruptcy proceeding, each
Senior Lender which received such distribution shall, upon
demand by that Issuing Bank, contribute such Senior
Lender's Pro Rata Share of the amount set aside, avoided or
recovered together with interest at the rate required to be
paid by that Issuing Bank upon the amount required to be
repaid by it.
     3.08    COMPENSATION FOR FACILITY LETTERS OF CREDIT.
             (a)    FACILITY LETTER OF CREDIT FEES.  The
Company shall pay quarterly in arrears, on the tenth (10th)
Business Day of each calendar quarter in respect of the
previous calendar quarter and promptly upon receipt of each
quarterly report referred to in Section 3.09, in the case
of each Facility Letter of Credit covered by such quarterly
report, a per annum fee equal to the Applicable Eurodollar
Rate Margin then in effect applied (on the basis of actual
days elapsed in a 360 day year) to the maximum amount
available to be drawn under such Facility Letter of Credit
from day to day during the previous calendar quarter;
provided, however, that, effective upon notice from the
Administrative Agent or the Requisite Senior Lenders at any
time after (i) the occurrence of an Event of Default under
Section 10.01(a) or (ii) the date of acceleration of the
maturity of the Obligations pursuant to Section 10.02(a)
and for as long thereafter as such Event of Default shall
be continuing or until such acceleration has been rescinded
pursuant to Section 10.02(c) (as applicable), the fee
payable pursuant to this Section 3.08(a) shall accrue at a
rate equal to the Applicable Eurodollar Rate Margin then in
effect plus two percent (2%) per annum (on the basis of
actual days elapsed in a 360 day year) and shall be payable
upon demand.  This fee shall be paid to the Administrative
Agent for the account of the Senior Lenders in proportion
to their respective Pro Rata Shares.
             (b)    ISSUING BANK CHARGES.  The Company
shall pay to each Issuing Bank, solely for the account of
such Issuing Bank, (i) on the date of issuance of any
Facility Letter of Credit by such Issuing Bank, a fee equal
to one-tenth of one percent (0.10%) of the face amount of
such Facility Letter of Credit (calculated on the basis of
a 360 day year), and (ii) upon such Issuing Bank's demand
therefor, the standard charges assessed by such Issuing
Bank in connection with the issuance, administration,
amendment and payment or cancellation of each Facility
Letter of Credit issued by such Issuing Bank.


                  43

<PAGE>
             (c)    INCREASED CAPITAL.  If either (i) the
introduction of or any change in or in the interpretation of
any law or regulation or (ii) compliance by any Issuing Bank
or Senior Lender with any guideline or request from any
central bank or other Governmental Authority (whether or not
having the force of law and whether or not the failure to
comply therewith would be unlawful) affects or would affect
the amount of capital required or expected to be maintained
by it or any corporation controlling it and such Senior
Lender or Issuing Bank determines, on the basis of
reasonable allocations, that the amount of such capital is
increased by or is based upon its issuance or maintenance of
or participation in, or commitment to issue or to
participate in, the Facility Letters of Credit then, upon
demand by any such Senior Lender or Issuing Bank, the
Company shall immediately pay to such Senior Lender or
Issuing Bank, from time to time as specified by such Senior
Lender or Issuing Bank, additional amounts sufficient to
compensate such Senior Lender or Issuing Bank therefor.  A
certificate as to such amounts submitted to the Company by
any such Senior Lender or Issuing Bank shall, in the absence
of manifest error, be conclusive and binding for all
purposes.
     3.09    ISSUING BANK REPORTING REQUIREMENTS.  Each
Issuing Bank shall, no later than the tenth Business Day
following the last day of each calendar quarter, provide to
the Administrative Agent and the Company separate schedules
for Commercial Letters of Credit and Standby Letters of
Credit issued as Facility Letters of Credit, in form and
substance reasonably satisfactory to the Administrative
Agent, showing the date of issue, account party, amount,
expiration date and the reference number of each Facility
Letter of Credit issued by it outstanding at any time during
such calendar quarter and the aggregate amount paid by the
Company during the calendar quarter pursuant to Section
3.07.  Copies of such reports shall be provided promptly to
each Senior Lender by the Administrative Agent.
     3.10    INDEMNIFICATION; EXONERATION.
             (a)    In addition to amounts payable as
elsewhere provided in this Article III, the Company hereby
agrees to protect, indemnify, pay and save the
Administrative Agent, each Issuing Bank and each Senior
Lender harmless from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable attorneys' fees) which the
Administrative Agent or such Issuing Bank or Senior Lender
may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Facility Letter of
Credit other than, in the case of an Issuing Bank, as a
result of its gross negligence or willful misconduct, as
determined by a court of competent jurisdiction or (ii) the
failure of the Issuing Bank issuing a Facility Letter of
Credit to honor a drawing under such Facility Letter of
Credit as a result of any act or omission, whether rightful
or wrongful, of any present or future de jure or de facto
government or Governmental Authority (all such acts or
omissions herein called "GOVERNMENT ACTS").


               44

<PAGE>
             (b)    As between the Company, the Senior
Lenders and each Issuing Bank issuing a Facility Letter of
Credit, the Company assumes all risks of the acts and
omissions of, or misuse of such Facility Letters of Credit
by, the respective beneficiaries of the Facility Letters of
Credit.  In furtherance and not in limitation of the
foregoing, subject to the provisions of the Letter of Credit
applications, the Issuing Banks and the Senior Lenders shall
not be responsible:  (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the
application for and issuance of the Facility Letters of
Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or
forged; (ii) for the validity or sufficiency of any
instrument transferring or assigning or purporting to
transfer or assign a Facility Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any
reason; (iii) for failure of the beneficiary of a Facility
Letter of Credit to comply duly with conditions required in
order to draw upon such Letter of Credit; (iv) for errors,
omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex
or otherwise, whether or not they be in cipher; (v) for
errors in interpretation of technical terms; (vi) for any
loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any
Facility Letter of Credit or of the proceeds thereof; (vii)
for the misapplication by the beneficiary of a Facility
Letter of Credit of the proceeds of any drawing under such
Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent,
Issuing Banks and Senior Lenders including, without
limitation, any Government Acts.  None of the above shall
affect, impair, or prevent the vesting of any of an Issuing
Bank's rights or powers under this Section 3.10.
             (c)    In furtherance and extension and not in
limitation of the specific provisions hereinabove set forth,
any action taken or omitted by an Issuing Bank under or in
connection with the Facility Letters of Credit or any
related certificates, if taken or omitted in good faith,
shall not put the Issuing Bank, the Administrative Agent or
any Senior Lenders under any resulting liability to the
Company or relieve the Company of any of its obligations
hereunder to any such Person.
             (d)    Notwithstanding anything to the contrary
contained in this Section 3.10, the Company shall have no
obligation to indemnify an Issuing Bank under this Section
3.10 in respect of any liability incurred by such Issuing
Bank arising out of the gross negligence or willful
misconduct of such Issuing Bank.
     3.11    TRANSITIONAL PROVISIONS.  Schedule 3.11
contains a schedule of certain Letters of Credit issued for
the account of the Company outstanding as of the Effective
Date by one or more of the Issuing Banks.  Subject to the
satisfaction of the conditions precedent contained in
Article IV, on the Effective Date (i) such Letters of
Credit, to the extent still outstanding, shall be deemed to
be converted into Facility Letters of Credit issued pursuant
to Section 3.04 and subject to the provisions of this
Agreement, and for this purpose the fees specified in
Section 3.08 shall be payable as if such Letters of Credit
had been issued on the Effective Date, (ii) the face amount
of such Letters of Credit shall be included in the
calculation of Facility Letter of Credit Obligations which
when, aggregated with all other Facility Letter of Credit
Obligations outstanding as of the Effective Date, shall not
exceed the Letter of Credit Subfacility, and (iii) all
liabilities of the Company with respect to such Letters of
Credit shall constitute Obligations.


                     45

<PAGE>
     3.12    AMOUNT OF LETTER OF CREDIT SUBFACILITY.
             (a)    The amount of the Letter of Credit
Subfacility shall initially be equal to $150,000,000, but in
any event shall not exceed the aggregate amount of the
Commitments.  Any termination of the Commitments pursuant to
Section 2.05 shall terminate each Issuing Bank's Letter of
Credit Commitment.
             (b)    The amount of the Letter of Credit
Subfacility shall be determined as set forth in Section
3.12(a) whether or not the aggregate of all of the Issuing
Banks' then effective Letter of Credit Commitments shall
exceed the amount of the then Letter of Credit Subfacility.
             (c)    Upon five (5) Business Days' prior
written notice thereof to the Administrative Agent and each
Issuing Bank, or upon such other prior written notice as the
Administrative Agent may elect to accept in any particular
instance, the Company may:
                    (i)    with the written consent of such
Senior Lender (or Affiliate thereof) and the Administrative
Agent, designate as an Issuing Bank any Senior Lender (or
Affiliate thereof) which is not then an Issuing Bank and the
Letter of Credit Commitment of such newly-designated Issuing
Bank; and
                   (ii)    whether or not in connection with
the addition of an Issuing Bank pursuant to this Section
3.12(c), reduce or (with the consent of the Issuing Bank)
increase any Issuing Bank's Letter of Credit Commitment,
subject to Section 3.12(d) below.
             (d)    The appointment of additional Issuing
Banks pursuant to Section 3.12(c)(i) and the reduction or
increase of any Issuing Bank's Letter of Credit Commitment
pursuant to Section 3.12(a) or 3.12(c)(ii) shall at all
times be subject to the qualifications and restrictions that
(i) at no time shall any Issuing Bank's Letter of Credit
Commitment exceed the amount agreed to by such Issuing Bank
and (ii) the Company shall not reduce any Issuing Bank's
Letter of Credit Commitment to an amount less than the
amount of all of the then existing Facility Letter of Credit
Obligations in respect of Facility Letters of Credit issued
by such Issuing Bank.
     3.13    OBLIGATIONS SEVERAL.  The obligation of each
Issuing Bank and each Senior Lender under this Article III
is several and not joint, and no Issuing Bank or Senior
Lender shall be responsible for the Letter of Credit
Commitment or participation obligation hereunder,
respectively, of any other Issuing Bank or Senior Lender.
                        ARTICLE IV
        CONDITIONS TO LOANS AND FACILITY LETTERS OF CREDIT
     4.01    CONDITIONS PRECEDENT TO INITIAL LOANS AND
FACILITY LETTERS OF CREDIT.  The obligation of each Senior
Lender on the Effective Date to make any Loan requested to
be made by it, and the agreement of each Issuing Bank on the
Effective Date to issue Facility Letters of Credit, shall be
subject to the satisfaction of all of the following
conditions precedent:


                  46

<PAGE>
             (a)    DOCUMENTS.  The Administrative Agent
shall have received on or before the Effective Date all of
the following, each of which shall be duly executed,
completed and acknowledged where appropriate and in form and
substance satisfactory to the Company, the Administrative
Agent and the Senior Lenders:
                    (i)    this Agreement, together with all
Schedules hereto which shall be in each case true, complete
and correct in all material respects as of the Effective
Date;
                   (ii)    for the benefit of each Senior
Lender, a Note dated the Effective Date and made payable to
the order of such Senior Lender;
                  (iii)    a Notice of Borrowing completed
in accordance with the provisions of Section 2.01(b);
                   (iv)    a certified copy of the
resolutions of the Company's Board of Directors designating
this Agreement as the "Credit Agreement" or the "Bank Credit
Agreement" (as applicable) under the documents governing the
Company's Subordinated Indebtedness;
                    (v)    the Payoff Letter;
                   (vi)    a letter agreement from Ito-
Yokado to the Administrative Agent, the Senior Lenders and
the Issuing Banks, pursuant to which Ito-Yokado confirms its
agreements with respect to (A) Ito-Yokado's guarantee of the
Commercial Paper, (B) permitted payments by the Company to
Ito-Yokado in respect of CP Reimbursement Indebtedness, (C)
amendments to the documents entered into in connection with
the Commercial Paper and (D) the certain other matters (the
"ITO-YOKADO CP LETTER AGREEMENT");
                   (vii)   a copy of the letter agreement
from Ito-Yokado to the Company extending its guarantee of
the Commercial Paper through December 31, 2002;
                  (viii)   amendments to each of the
Existing Master Lease Facilities providing that the
financial covenants applicable to such Existing Master Lease
Facility and the defined terms relating thereto shall be
identical to the financial covenants set forth in Article IX
of this Agreement and the defined terms used therein, in
each case as this Agreement may be amended, restated,
supplemented, modified, replaced or refinanced from time to
time.
                   (ix)    favorable legal opinions, each
dated the Effective Date and otherwise in form and substance
satisfactory to the Administrative Agent, addressed to the
Administrative Agent, the Senior Lenders and the Issuing
Banks from:
                           (A)    Bryan F. Smith, Senior
Vice President and General Counsel of the Company, dated the
Effective Date, in substantially the form of Exhibit 9-A
attached hereto; and
                           (B)    Haynes & Boone, LLP,
counsel to the Company, dated the Effective Date, in
substantially the form of Exhibit 9-B attached hereto;


47

<PAGE>
the Company hereby directs its counsel to prepare and
deliver to the Administrative Agent, the Senior Lenders and
the Issuing Banks the respective opinions described in
clauses (A) and (B) above;
                    (x)    a letter to the Company, dated on
or near the Effective Date, from PricewaterhouseCoopers LLP,
in substantially the form attached as Exhibit 10;
                   (xi)    the Company's and each Subsidiary
Guarantor's Articles of Incorporation, as amended, modified
or supplemented to the Effective Date, certified to be true,
correct and complete by the Secretary of State of the state
of incorporation of such Person as of a recent date prior to
the Effective Date, together with good standing certificates
from the Secretaries of State of such States in which the
Company and each Subsidiary Guarantor is qualified to do
business as the Administrative Agent may request, each to be
dated a recent date prior to the Effective Date;
                  (xii)    a certificate of the Secretary or
Assistant Secretary of the Company, in each case dated the
Effective Date, certifying (A) the names and true signatures
of the incumbent officers of the Company authorized to sign
the Loan Documents, (B) the By-Laws of the Company as in
effect on the date of such certification, (C) the
resolutions of the Company's Board of Directors approving
and authorizing the execution, delivery and performance of
the Loan Documents executed by such Person, and (D) that the
Company's Articles of Incorporation have not been amended,
supplemented or otherwise modified since the date of
certification from the Secretary of State of Texas under
Section 4.01(a)(xi) and that such Articles of Incorporation
are in full force and effect;
                 (xiii)    a certificate of the Secretary or
Assistant Secretary of each Subsidiary Guarantor, in each
case dated the Effective Date, certifying (A) the names and
true signatures of the incumbent officers of such Subsidiary
Guarantor authorized to sign the Subsidiary Guaranty, (B)
the By-Laws of such Subsidiary Guarantor as in effect on the
date of such certification, (C) the resolutions of such
Subsidiary Guarantor's Board of Directors approving and
authorizing the execution, delivery and performance of the
Loan Documents executed by such Person, and (D) that such
Subsidiary Guarantor's Articles or Certificate of
Incorporation have not been amended, supplemented or
otherwise modified since the date of certification from the
Secretary of State of such Subsidiary Guarantor's state of
incorporation under Section 4.01(a)(xi) and that such
Articles or Certificate of Incorporation are in full force
and effect;
                  (xiv)    the financial statements and
materials referred to in Section 5.01(h), in form and
substance satisfactory to the Administrative Agent;
                   (xv)    a certificate signed by the
principal financial officer or treasurer of the Company
certifying that all conditions precedent set forth in this
Agreement have been met and no Potential Event of Default or
Event of Default has occurred or is continuing; and
                   (xvi)   such additional documentation as
the Administrative Agent may reasonably request.


                             48

<PAGE>

             (b)    FEES AND EXPENSES PAID.  The Company
shall have paid to the Administrative Agent, for the benefit
of the Persons entitled thereto, all fees and expenses due
and payable on or before the Effective Date.
             (c)    REPRESENTATIONS AND WARRANTIES.  All of
the representations and warranties of the Company and each
Subsidiary Guarantor contained in Section 5.01 and in any
other Loan Documents (other than representations and
warranties which expressly speak only as of a different
date) shall be true and correct in all material respects on
and as of the Effective Date as though made on and as of
that date.
             (d)    NO DEFAULT.  No Event of Default or
Potential Event of Default shall have occurred and be
continuing or would result from the effectiveness of this
Agreement, the making of the Loans requested or deemed to be
made on the Effective Date or the issuance of or
participation in the Facility Letters of Credit requested to
be issued or converted on the Effective Date.
             (e)    NO LEGAL IMPEDIMENTS.  No law,
regulation, order, judgment or decree of any Governmental
Authority shall, and the Administrative Agent shall not have
received any notice that litigation is pending or threatened
which seeks to enjoin, prohibit or restrain the making of
the Loans requested or deemed to be made on the Effective
Date or the issuance of or participation in the Facility
Letters of Credit requested to be issued or converted on the
Effective Date.
             (f)    NO NOTICE FROM SENIOR LENDERS.  The
Administrative Agent shall not have received any
notification from the Requisite Senior Lenders that any
condition precedent set forth in this Section 4.01 has not
then been satisfied.
             (g)    NO CHANGE IN CONDITION.  No change in
the business, assets, operations or condition (financial or
otherwise) of the Company or any of its Subsidiaries shall
have occurred since December 31, 1999 which change will, or
is reasonably likely to, result in a Material Adverse
Effect.
     4.02    CONDITIONS PRECEDENT TO ALL SUBSEQUENT LOANS
AND FACILITY LETTERS OF CREDIT.  The obligation of each
Senior Lender to make any Loan requested to be made by it
and the agreement of each Issuing Bank to issue any Facility
Letter of Credit pursuant to Article III, on any date after
the Effective Date, is subject to the following conditions
precedent as of such date:
             (a)    NOTICE OF BORROWING.  With respect to a
request for a Loan, the Administrative Agent shall have
received in accordance with the provisions of Section
2.01(b), on or before any Funding Date, an original and duly
executed Notice of Borrowing.
             (b)    ADDITIONAL MATTERS.  As of the Funding
Date for any Loan and the date of issuance of any Facility
Letter of Credit:


              49

<PAGE>
                    (i)    All of the representations and
warranties of the Company and each Subsidiary Guarantor
contained in Section 5.01 (other than the statements set
forth in Section 5.01(c)(i)) and in any other Loan Document
(in each case, other than representations and warranties
which expressly speak only as of a different date) shall be
true and correct in all material respects on and as of that
Funding Date or issuance date, as though made on and as of
that date;
                   (ii)    No Event of Default or Potential
Event of Default shall have occurred and be continuing or
would result from the making of the requested Loan or
issuance of the requested Facility Letter of Credit; and
                  (iii)    No law or regulation shall
prohibit, and no order, judgment or decree of any
Governmental Authority shall, and no litigation shall be
pending or threatened which in the judgment of the
Administrative Agent or the Requisite Senior Lenders would,
enjoin, prohibit or restrain, or impose or result in the
imposition of any material adverse condition upon, any
Senior Lender or Issuing Bank from making the requested Loan
or issuing or participating in the requested Facility Letter
of Credit.
Each submission by the Company to the
Administrative Agent of a Notice of Borrowing with respect
to a Loan and the acceptance by the Company of the proceeds
of each such Loan made hereunder, or submission to an
Issuing Bank of a request for the issuance of a Facility
Letter of Credit and the issuance of such Facility Letter of
Credit, shall constitute a representation and warranty by
the Company as of the Funding Date in respect of such Loan
or the issuance of such Facility Letter of Credit that all
the conditions contained in this Section 4.02 have been
satisfied.
                        ARTICLE V
                REPRESENTATIONS AND WARRANTIES
     5.01    REPRESENTATIONS AND WARRANTIES.  In order to
induce the Senior Lenders and the Issuing Banks to enter
into this Agreement and to make the Loans and the other
financial accommodations to the Company and to issue the
Facility Letters of Credit described herein, the Company
hereby represents and warrants to each Senior Lender, each
Issuing Bank and the Administrative Agent that the following
statements are true, correct and complete:
             (a)    ORGANIZATION; CORPORATE POWERS.  The
Company and each Subsidiary of the Company (i) is a
corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its
organization, (ii) is duly qualified to do business as a
foreign corporation and in good standing under the laws of
each jurisdiction in which it owns or leases real property
or in which failure to be so qualified and in good standing
would be likely to have a Material Adverse Effect, and (iii)
has all requisite corporate power and authority to own,
operate and encumber its property and assets and to conduct
its business as presently conducted.


                                   50

<PAGE>
             (b)    AUTHORITY.
                    (i)    The Company has the requisite
corporate power and authority (A) to execute, deliver and
perform each of the Loan Documents executed by it, or to be
executed by it, and (B) to file the Loan Documents filed by
it, or to be filed by it, with any Governmental Authority.
                    (ii)    The execution, delivery and
performance (or filing, as the case may be) of each of the
Loan Documents to which it is party and the consummation of
the transactions contemplated thereby, have been duly
approved by the Board of Directors of the Company and no
other corporate proceedings on the part of the Company are
necessary to consummate such transactions.
                   (iii)    Each of the Loan Documents to
which it is party has been duly executed and delivered (or
filed, as the case may be) by the Company and constitutes
its legal, valid and binding obligation, enforceable against
it in accordance with its terms, is in full force and effect
and no material term or condition thereof has been amended,
modified or waived from the terms and conditions contained
in the Loan Documents without the prior written consent of
the Administrative Agent, and no material default by any
such party exists thereunder.
             (c)    SUBSIDIARIES AND OWNERSHIP OF CAPITAL
STOCK; INVESTMENTS.
                    (i)    Part A of Schedule 5.01(c)
attached hereto (A) contains a summary of the corporate
structure of the Company and its Subsidiaries and
(B) accurately sets forth (I) the correct legal name of each
Subsidiary, the jurisdiction of its incorporation or
organization and the jurisdictions in which it is qualified
to transact business as a foreign corporation or otherwise
and (II) the authorized, issued and outstanding shares or
interests of each class of equity Securities of the Company
and each of its Subsidiaries and, with respect to each
Subsidiary, the owners of such shares or interests.  As of
the Effective Date, the Majority Owners owned more than 65%
of the Common Stock of the Company outstanding on such date.
None of the issued and outstanding equity Securities of any
Material Subsidiary of the Company is subject to any
vesting, redemption, or repurchase agreement, and no
warrants or options granted by the Company or any of its
Subsidiaries are outstanding with respect to such equity
Securities.  As of the Effective Date, there are outstanding
no shares of any class of Capital Stock of the Company other
than Common Stock, and other than pursuant to the QUIDS
Subordinated Notes, not more than five percent (5%) of the
Common Stock, on a fully-diluted basis, is subject to
issuance upon the exercise of outstanding options, warrants
or other similar rights to acquire shares of such stock
which have been granted by the Company.  The outstanding
equity Securities of the Company and each of its
Subsidiaries are duly authorized, validly issued, fully paid
and nonassessable free and clear of any Liens (except for
the Liens described in clause (i) of the definition of
"Customary Permitted Liens") and are not Margin Stock.
                    (ii)    Part B of Schedule 5.01(c)
accurately sets forth, as of the Effective Date, the
aggregate outstanding amount of all Investments of the
Company or any of its Subsidiaries (other than Cash
Equivalents and interests in Subsidiaries of the Company or
such Subsidiary) as of such date.  Except for Investments
permitted by this Agreement, neither the Company nor any
Subsidiary of the Company holds a direct or indirect
partnership, joint venture or other Equity Interest in any
Person (other than a Subsidiary of the Company) as the
result of an Investment with respect to which the
unrecovered amount is greater than or equal to $5,000,000.


                                  51



<PAGE>

             (d)    NO CONFLICT.  The execution, delivery
and performance of each Loan Document to which it is party
by the Company do not and will not (i) constitute a tortious
interference with any Contractual Obligation of any Person
or conflict with, result in a breach of or constitute (with
or without notice or lapse of time or both) a default under
any Requirement of Law or Contractual Obligation of the
Company, or require termination of any Contractual
Obligation, the consequences of which violation, breach or
default or termination, singly or in the aggregate, are
likely to have a material adverse effect on the ability of
the Company to perform its obligations under any Loan
Document or likely to have a Material Adverse Effect, or
likely to subject the Administrative Agent, any of the
Senior Lenders or any of the Issuing Banks to any liability
(whether criminal or civil, other than as a result of a
regulatory requirement applicable to it in its capacity as a
bank or commercial lender), or (ii) result in or require the
creation or imposition of any Lien whatsoever upon any of
the properties or assets of the Company, or (iii) require
any approval of stockholders.
             (e)    GOVERNMENT CONSENTS.  The execution,
delivery and performance of each Loan Document to which it
is party by the Company do not and will not require any
registration with, consent or approval of, or notice to, or
other action to, with or by any Governmental Authority,
except filings, consents or notices which have been, or will
in due course, be made, obtained or given (or the failure to
obtain which will not have a Material Adverse Effect), and
except any consents, approval or filings required as to a
Senior Lender because of a regulatory requirement applicable
to it in its capacity as a bank or a commercial lender.
             (f)    GOVERNMENTAL REGULATION.  The Company is
not subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate
Commerce Act, the Investment Company Act of 1940 or any
other federal or state statute or regulation such that its
ability to incur indebtedness is limited or its ability to
consummate the transactions contemplated hereby is
materially impaired.
             (g)    RESTRICTED PAYMENTS.  Since December 31,
1999, neither the Company nor any Subsidiary of the Company
has directly or indirectly declared, ordered, paid or made
or set apart any sum or property for any restricted payment
or agreed to do so, except as may be permitted pursuant to
Section 8.04.
             (h)    FINANCIAL POSITION.  Complete and
accurate copies of the following financial statements and
materials have been delivered to each of the Senior Lenders:
the Annual Reports of the Company on Form 10-K for each of
the Fiscal Years ended during 1998 and 1999 (including
audited financial statements) and the Quarterly Report on
Form 10-Q for the first three fiscal quarters of 2000.  All
financial statements included in such materials were
prepared in conformity with GAAP, except as otherwise noted
therein, and fairly present the consolidated financial
position of the Company and its Subsidiaries as at the
respective dates thereof and the consolidated results of
operations and changes in the financial position of the
Company and its Subsidiaries for each of the periods covered
thereby, subject, in the case of any unaudited interim
financial statements, to changes resulting from audit and
normal year-end adjustments.  As of the Effective Date, the
Company does not have any Accommodation Obligation,
contingent liability or liability for any taxes, long-term
lease or commitment, not reflected in its audited financial
statements for its Fiscal Year ended December 31, 1999, or
otherwise disclosed to the Administrative Agent in writing
prior to the Effective Date, which has or is likely to have
a Material Adverse Effect.


                   52


<PAGE>
             (i)    FUNDAMENTAL CHANGES.  Since December 31,
1999, the Company has not entered into any agreement with
respect to a merger or consolidation or adopted a plan of
recapitalization or liquidation, except as permitted by this
Agreement.
             (j)    INDEBTEDNESS; EXISTING CREDIT AGREEMENT
OBLIGATIONS.  Schedule 5.01(j) accurately describes all
Indebtedness for borrowed money and Accommodation
Obligations of the Company and its Subsidiaries, and with
respect to any Indebtedness or Accommodation Obligations
with a principal amount in excess of $5,000,000, there are
no defaults in the payment of principal or interest on any
such Indebtedness or Accommodation Obligations and no
payments thereunder have been deferred or extended beyond
their stated maturity (except as disclosed on such
Schedule).  All obligations and liabilities of the Company
under the Existing Credit Agreement have been paid in full,
and there are no setoffs, defenses or counterclaims with
respect to such obligations and liabilities.
             (k)    LITIGATION; ADVERSE EFFECTS.  Except as
set forth in Schedule 5.01(k) hereto, (i) there is no
action, suit, proceeding, governmental investigation or
arbitration, at law or in equity, before or by any federal,
state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality,
domestic or foreign, pending, or to the Knowledge of the
Company, probable of assertion against the Company or any of
the Subsidiaries of the Company or any property of any of
them which could reasonably be expected (A) to result in any
Material Adverse Effect, (B) materially and adversely to
affect the ability of any party to any of the Loan Documents
to perform its obligations thereunder, or (C) materially and
adversely to affect the ability of the Company to perform
its obligations to the Senior Lenders or the Senior Lenders'
ability to enforce such obligations, and (ii) there is no
material loss contingency within the meaning of GAAP which
has not been reflected in the consolidated financial
statements of the Company.  Neither the Company nor any of
the Company's Subsidiaries is (x) in violation of any
applicable law which violation has or is likely to have a
Material Adverse Effect, or (y) subject to or in default
with respect to any final judgment, writ, injunction,
decree, rule or regulation of any court or Governmental
Authority which has or is likely to have a Material Adverse
Effect.  Except as set forth in Schedule 5.01(k) hereto,
there is no action, suit, proceeding or investigation
pending or, to the Knowledge of the Company, threatened
against or affecting the Company or any of the Subsidiaries
of the Company challenging the validity or the
enforceability of any of the Loan Documents.
             (l)    NO MATERIAL ADVERSE CHANGE.  Since
December 31, 1999, there has occurred no event which
materially and adversely affects, and no material adverse
change in, the business, ownership, operations, properties,
assets or condition (financial or otherwise) of the Company
or the Company and its Subsidiaries, taken as a whole, or
the ability of the Company to perform its obligations under
the Loan Documents to which it is a party and the
transactions contemplated thereby.


                    53

<PAGE>
             (m)    PAYMENT OF TAXES.  All tax returns and
reports of the Company and each Subsidiary of the Company
required to be filed, the failure of which to file has or is
likely to have a Material Adverse Effect, have been timely
filed, and all taxes, assessments, fees and other
governmental charges thereupon and upon their respective
properties, assets, income and franchises which are due and
payable, the failure of which to pay when due and payable
has or is likely to have a Material Adverse Effect, have
been paid when due and payable.  The Company has no
Knowledge of any proposed tax assessment against the Company
or any Subsidiary of the Company, that is likely to have a
Material Adverse Effect, which is not being actively
contested in good faith by such Person.
             (n)    CONDUCT OF BUSINESS.  The Company and
its Subsidiaries are principally engaged only in the
businesses described in the Company's Annual Report on Form
10-K for its 1999 Fiscal Year and other businesses
reasonably incident thereto.
             (o)    MATERIAL ADVERSE AGREEMENTS.  Neither
the Company nor any Subsidiary of the Company is a party to
or subject to any material Contractual Obligation or other
restriction contained in their respective charters, By-laws
or similar governing documents which has or is likely to
have a Material Adverse Effect.
             (p)    PERFORMANCE.  Neither the Company nor
any Subsidiary of the Company is in default in the
performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any
Contractual Obligation applicable to it, and no condition
exists which, with the giving of notice of the lapse of time
or both, would constitute a default, in each case, except
where the consequences, direct or indirect, of such default
or defaults, if any, would not have a Material Adverse
Effect.
             (q)    SECURITIES ACTIVITIES.  Neither the
Company nor any Subsidiary of the Company is engaged
principally in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock.
             (r)    DISCLOSURE.  The representations and
warranties of the Company made to the Senior Lenders
contained in the Loan Documents, and all certificates and
other documents delivered to the Administrative Agent in
connection therewith, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances
under which they were made, not misleading.  The Company has
not withheld any fact from the Senior Lenders in regard to
any matter with respect to which the Company has Knowledge
or reasonably should have Knowledge and which has or is
likely to have a Material Adverse Effect.
             (s)    REQUIREMENTS OF LAW.  The Company and
each Person acting on behalf of the Company is in compliance
with all Requirements of Law (including, without limitation,
the Securities Act and the Securities Exchange Act, and the
applicable rules and regulations thereunder, state
Securities law and "Blue Sky" law) applicable to them and
their respective businesses, in each case where the failure
to so comply would have a Material Adverse Effect.


               54

<PAGE>
             (t)    ENVIRONMENTAL MATTERS.  Except as
disclosed on Schedule 5.01(t) or as disclosed to the Senior
Lenders pursuant to Section 6.02 (or as disclosed in the
quarterly or annual reports filed with the Commission and
delivered to the Senior Lenders prior to the Effective
Date), neither the Company nor any of its Subsidiaries (i)
has received notice or otherwise learned of any claim,
demand, action, event, condition, report or investigation
indicating or concerning any potential or actual liability
which would individually or in the aggregate have a Material
Adverse Effect arising in connection with (A) any
noncompliance with or violation of the requirements of any
applicable federal, state and local environmental health and
safety statutes and regulations or (B) the release or
threatened release of any toxic or hazardous waste,
substance or constituent, or other substance into the
environment, (ii) has any threatened or actual liability in
connection with the release or threatened release of any
toxic or hazardous waste, substance or constituent, or other
substance into the environment which would individually or
in the aggregate have a Material Adverse Effect or (iii) has
received notice that the Company or any of its Subsidiaries
is or may be liable in any material respect to any Person
under CERCLA or any analogous state law.
            (u)    ERISA MATTERS.  No Defined Benefit Plan
has or will have as of the most recent plan year any
"accumulated funding deficiency", as defined in Section
302(a)(2) of ERISA and Section 412(a) of the Internal
Revenue Code, whether or not waived.  Each Benefit Plan has
been administered in substantial compliance with ERISA, and
each Benefit Plan intended to be qualified under Section
401(a) of the Internal Revenue Code has been administered in
substantial compliance with such section.  Neither the
Company, any Subsidiary of the Company nor any ERISA
Affiliate has any liability to the PBGC other than the
payment of premiums, and there are no premium payments which
have become due which are unpaid.  Neither the Company, any
Subsidiary of the Company, nor any ERISA Affiliate has
breached any of the responsibilities, obligations or duties
imposed on it by ERISA with respect to any Benefit Plan
resulting or which will result in an obligation of the
Company, any such Subsidiary or any ERISA Affiliate to pay
money which payment has or will have a Material Adverse
Effect.  Except as disclosed on Schedule 5.01(u), neither
the Company, any Subsidiary of the Company, any ERISA
Affiliate, nor any fiduciary of or any trustee to any
Benefit Plan has engaged in a nonexempt "prohibited
transaction" described in Section 406 of ERISA or Section
4975 of the Internal Revenue Code, or taken any action which
would constitute or result in a Termination Event, with
respect to any Benefit Plan which prohibited transaction or
Termination Event has caused or would in the future cause a
Material Adverse Effect.  No Defined Benefit Plan has been
terminated by the plan administrator thereof or by the PBGC
for which there is any liability of the Company or any
Subsidiary of the Company or any ERISA Affiliate for
unfunded accrued benefits in excess of $5,000,000.  Full
payment has been made of all contributions which the
Company, any of its Subsidiaries or any ERISA Affiliate is
required under the terms of any Multiemployer Plan or
applicable collective bargaining agreement to have paid as a
contribution to any Multiemployer Plan, except that this
representation and warranty shall not apply to any such
contributions which at any one time are in the aggregate
less than $3,000,000 and are being reasonably contested by
either the Company, its Subsidiaries or its ERISA
Affiliates.  Full payment has been made of all withdrawal
liability which the Company or any of its Subsidiaries or
any ERISA Affiliate is required under the terms of any
Multiemployer Plan to have paid to any Multiemployer Plan.


                  55

<PAGE>
             (v)    CONSENTS AND AUTHORIZATIONS.  The
Company has obtained all consents and authorizations
required pursuant to any of its material Contractual
Obligations with any other Person and shall have obtained
all consents and authorizations of, and effected all notices
to and filings with, any Governmental Authority, as may be
necessary to allow the Company, lawfully to execute, deliver
and perform its obligations under the Loan Documents and
each other agreement or instrument to be executed and
delivered by it pursuant thereto or in connection therewith,
except where the failure to obtain any such consent or
authorization would not have a Material Adverse Effect.
             (w)    NO NEGATIVE PLEDGES.  Except for (i)
this Agreement, (ii) the Master Lease Documents, (iii)
restrictions with respect to assets which are permitted to
be subject to Liens pursuant to Section 8.02(b)(iii), (iv)
restrictions with respect to the assets set forth on
Schedule 5.01(w) and (v) restrictions with respect to other
assets with an aggregate net book value not to exceed
$100,000,000, no Contractual Obligation to which the Company
or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries or any of their
respective properties is bound or to which the Company or
any of its Subsidiaries or any of their respective
properties is subject restricts the Company or any of its
Subsidiaries from granting security interests or liens in
its real or personal property to the Administrative Agent,
the Senior Lenders and the Issuing Banks.
             (x)    NO IMPAIRMENT.  The consummation of the
transactions contemplated by the Loan Documents will not
impair the ownership of or rights under (or the license or
other right to use, as the case may be) any permits and
governmental approvals, Intellectual Property, technology,
know-how or processes by the Company or any of its
Subsidiaries in any manner which has or is likely to have a
Material Adverse Effect.
             (y)    OBLIGATIONS CONSTITUTE SENIOR
INDEBTEDNESS.  The obligations of the Company for principal
of and interest on all Loans and other extensions of credit
under this Agreement and all fees, expenses, reimbursements,
indemnities and other amounts owing by the Company pursuant
to this Agreement to the Administrative Agent, any Senior
Lender or Issuing Bank (whether or not such Person then is
acting in its capacity as a Senior Lender or Issuing Bank)
and all other Obligations, and any renewals, extensions,
modifications or refinancings thereof, constitute "Senior
Indebtedness" within the meanings ascribed to such term in
the QUIDS Subordinated Notes and each indenture pertaining
to any outstanding Subordinated Indebtedness.
                            ARTICLE VI
                         REPORTING COVENANTS
The Company covenants and agrees that so
long as any Senior Lender shall have any obligation
hereunder and until payment in full of all of the
Obligations, unless the Requisite Senior Lenders shall
otherwise give prior written consent thereto:
     6.01    FINANCIAL STATEMENTS.  The Company shall
maintain or cause to be maintained a system of accounting
established and administered in accordance with sound
business practices to permit preparation of financial
statements in conformity with GAAP, and each of the
financial statements described below shall be prepared from
such system and records.  The Company shall deliver or cause
to be delivered to each Senior Lender:


                 56

<PAGE>
             (a)    QUARTERLY FINANCIAL STATEMENTS.  As soon
as practicable, and in any event within fifty (50) days
after the end of each fiscal quarter in each Fiscal Year
(except the fourth quarter in each Fiscal Year), the
Company's Quarterly Report on Form 10-Q filed with the
Commission in respect of such fiscal quarter, which shall be
prepared and presented in accordance with the rules and
regulations of the Commission applicable thereto at the time
of such filing, together with a summary, prepared in
reasonable detail, of asset dispositions consummated since
the beginning of the current Fiscal Year, provided, however,
that if at any time the Company is not required under the
Commission's rules and regulations to file a Quarterly
Report on Form 10-Q in respect of any fiscal quarter, it
shall furnish to each Senior Lender in lieu thereof, within
the time specified above, the information that would have
been required to be included therein if the Company had been
required to file such Quarterly Report with the Commission,
prepared and presented in accordance with the rules and
regulations which would have been applicable thereto,
certified by the principal financial officer or treasurer of
the Company that the consolidated balance sheets and
statements of earnings and changes in financial position of
the Company and its Subsidiaries included therein fairly
present the consolidated financial position of the Company
and its Subsidiaries as at the dates indicated in accordance
with GAAP, subject to normal year end adjustment.
             (b)    ANNUAL FINANCIAL STATEMENTS.  As soon as
practicable, and in any event within ninety-five (95) days
after the end of each Fiscal Year, the Company's Annual
Report on Form 10-K filed with the Commission in respect of
such Fiscal Year, which shall be prepared and presented in
accordance with the rules and regulations of the Commission
applicable thereto at the time of such filing, together with
a summary, prepared in reasonable detail, of asset
dispositions consummated during the preceding Fiscal Year,
provided, however, that the report of PricewaterhouseCoopers
LLP or other independent certified public accountants of
recognized national standing satisfactory to the
Administrative Agent, which accompanies the consolidated
balance sheets and statements of earnings and changes in
financial position of the Company and its Subsidiaries
included in such Form 10-K shall be unqualified as to going
concern and scope of audit, provided, further, that if at
any time the Company is not required under the Commission's
rules and regulations to file an Annual Report on Form 10-K
in respect of any Fiscal Year, it shall furnish to each
Senior Lender in lieu thereof, within the time specified
above, the information that would have been required to be
included therein if the Company had been required to file
such Annual Report with the Commission, prepared and
presented in accordance with the rules and regulations which
would have been applicable thereto, accompanied by a report
thereon of PricewaterhouseCoopers LLP or other independent
certified public accountants of recognized national standing
satisfactory to the Administrative Agent, which report shall
be unqualified as to going concern and scope of audit and
state that the consolidated balance sheets and statements of
earnings and changes in financial position of the Company
and its Subsidiaries included therein fairly present the
consolidated financial position of the Company and its
Subsidiaries as at the dates indicated in conformity with
GAAP and that the examination by such accountants in
connection with such consolidated financial statements has
been made in accordance with generally accepted auditing
standards.

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<PAGE>
             (c)    OFFICER'S CERTIFICATE; COMPLIANCE
CERTIFICATE.  Together with each delivery of any financial
statements pursuant to Sections 6.01(a) and 6.01(b), (i) an
Officer's Certificate of the Company substantially in the
form of Exhibit 11, stating that the executive officer
signatory thereto has reviewed the terms of this Agreement
and the principal Loan Documents, and has made, or caused to
be made under his or her supervision, a review in reasonable
detail of the transactions and condition of the Company and
its Subsidiaries taken as a whole, during the accounting
period covered by such financial statements, and that such
review has not disclosed the existence during or at the end
of such accounting period, and that such executive officer
does not have Knowledge of the existence as at the date of
the Officer's Certificate, of any condition or event which
constitutes an Event of Default or Potential Event of
Default, or, if any such condition or event existed or
exists, specifying the nature and period of existence
thereof and what action the Company or its applicable
Subsidiaries have taken, is taking and proposes to take with
respect thereto; and (ii) a Compliance Certificate
demonstrating in reasonable detail compliance at the end of
such accounting periods (and during such periods to the
extent such compliance is required hereby) with the
covenants contained in Article IX.
             (d)    ACCOUNTANTS STATEMENT AND LETTER.
Simultaneously with the delivery of an Annual Report on Form
10-K or the financial statements referred to in Section
6.01(b), (i) a statement of the firm of independent
certified public accountants which reported on the financial
statements included therein that nothing has come to their
attention to cause such independent certified public
accountants to believe that the financial covenant
calculations in the Compliance Certificate are inaccurate
and (ii) a letter to the Company from PricewaterhouseCoopers
LLP, in substantially the form attached as Exhibit 10, with
respect to the financial statements included therein.
             (e)    MATERIAL EVENTS.  Promptly upon the
Company obtaining Knowledge (i) of any condition or event
which constitutes an Event of Default or Potential Event of
Default, or becoming aware that any Senior Lender has given
any notice or taken any other action with respect to a
claimed Event of Default or Potential Event of Default under
this Agreement, (ii) of any condition or event which would
be required to be disclosed in a current report filed by the
Company with the Commission on Form 8-K (Items 1, 2 and 4 of
such Form as in effect on the Effective Date), or (iii) of
any condition or event which would be likely to have a
Material Adverse Effect, an Officer's Certificate specifying
the nature and period of existence of any such condition or
event, or specifying the notice given or action taken by
such Senior Lender and the nature of such claimed default,
Event of Default, Potential Event of Default, event or
condition, and what action the Company has taken, is taking
and proposes to take with respect thereto.
             (f)    LITIGATION.  Promptly upon the Company
obtaining Knowledge of (i) the institution of, or threat of,
any action, suit, proceeding, governmental investigation or
arbitration against or affecting the Company or any of its
Subsidiaries or any property of the Company or any of its
Subsidiaries not previously disclosed in writing by the
Company to the Senior Lenders pursuant to this Section
6.01(f), or (ii) any material development in any action,
suit, proceeding, governmental investigation or arbitration
already disclosed, which is likely to, in either case, have
a Material Adverse Effect, the Company shall promptly give
notice thereof to the Senior Lenders and provide such other
information as may be reasonably available to it to enable
the Senior Lenders and their counsel to evaluate such
matters.

              58

<PAGE>
             (g)    ERISA EVENTS.  Promptly upon becoming
aware of the occurrence of any Reportable Event, Termination
Event, or "prohibited transaction", as such term is defined
in Section 4975 of the Internal Revenue Code, in connection
with any Benefit Plan or Multiemployer Plan or any trust
created thereunder, a written notice specifying the nature
thereof, what action the Company, any Subsidiary of the
Company or any ERISA Affiliate, as applicable, has taken,
and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor or the
PBGC with respect thereto.
             (h)    ERISA NOTICES.  With reasonable
promptness, copies of (i) all notices received by the
Company, any Subsidiary of the Company or any ERISA
Affiliate of the PBGC's intent to terminate any Defined
Benefit Plan or to have a trustee appointed to administer
any Defined Benefit Plan; (ii) upon the request of any
Senior Lender, each actuarial report and each annual report
(Form 5500 Series, including any Schedule B (Actuarial
Information) thereto) filed by the Company, any Subsidiary
of the Company or any ERISA Affiliate with the Internal
Revenue Service with respect to any or all Benefit Plans;
(iii) all notices received by the Company, any Subsidiary of
the Company or any ERISA Affiliate from a Multiemployer Plan
sponsor, pursuant to Section 4202 of ERISA, involving a
withdrawal liability payment in excess of $100,000; and (iv)
all funding waiver requests filed by the Company, any
Subsidiary of the Company or any ERISA Affiliate with the
Internal Revenue Service with respect to any Benefit Plan
and all communications received by the Company, any
Subsidiary of the Company or any ERISA Affiliate from the
Internal Revenue Service with respect to any such funding
waiver request.
             (i)    ANNUAL BUDGET.  As promptly as
practicable after approval thereof by the Company's Board of
Directors, an annual budget for each Fiscal Year, in form
and substance satisfactory to the Senior Lenders.
             (j)    SUBSIDIARIES.  As soon as practicable,
and in any event no later than April 30 of each Fiscal Year,
a complete list of the Subsidiaries of the Company
identifying each Material Subsidiary of the Company, if any,
together with a statement of earnings for the immediately
preceding Fiscal Year and balance sheet as of the last day
of such Fiscal Year, in each case for each Material
Subsidiary of the Company.
             (k)    CHANGE IN INDEBTEDNESS RATINGS.  As soon
as obtaining knowledge thereof, written notice of any change
in the ratings of the Company's senior long-term
Indebtedness by S&P or Moody's.
             (l)    ITO-YOKADO COMMERCIAL PAPER GUARANTEE
EXTENSIONS.  On or before any date on which Ito-Yokado's
guarantee of the Commercial Paper is scheduled to expire, a
copy of a letter agreement from Ito-Yokado to the Company
extending its guarantee of the Commercial Paper for a period
not less than one additional year.
             (m)    OTHER INFORMATION.  With reasonable
promptness, such other information, reports, filings,
projections, business plans and data with respect to the
Company or any of its Subsidiaries as from time to time may
be reasonably requested by the Administrative Agent or the
Requisite Senior Lenders.

              59

<PAGE>
     6.02    ENVIRONMENTAL NOTICES.  Except as disclosed on
Schedule 5.01(t), the Company shall notify each Senior
Lender, in writing, promptly upon the Company's learning
that either the Company or any of its Subsidiaries has
received notice or otherwise learned of any claim, demand,
action, event, condition, or report or investigation
indicating any potential or actual liability arising in
connection with:  (a) a non-compliance with or violation of
the requirements of any applicable federal, state or local
environmental health and safety statute or regulation which
individually or in the aggregate would be likely to have a
Material Adverse Effect; (b) any material release or
material threatened release of any toxic or hazardous waste,
substance or constituent, or other substance into the
environment which individually or in the aggregate would be
likely to have a Material Adverse Effect or with respect to
which the Company or one of its Subsidiaries would have a
duty to report to a Governmental Authority under CERCLA or
any analogous state law; or (c) the existence of any
Environmental Lien on any properties or assets of the
Company or its Subsidiaries; provided, however, if the
Company or any of its Subsidiaries has received a notice
from any Governmental Authority stating (i) that the Company
or any of its Subsidiaries is or may be liable in any
material respect to any person under CERCLA or any analogous
state law or (ii) alleging a violation of any federal, state
or local environmental health and safety statute or
regulation where such alleged violation which would be
likely to have a Material Adverse Effect and is not cured or
such notice is not withdrawn within thirty (30) days from
the date of receipt thereof, then the Company shall deliver
a copy of such notice to each Senior Lender.
     6.03    OTHER REPORTS.  The Company shall deliver or
cause to be delivered to the Senior Lenders (a) copies of
all financial statements, reports and notices, if any, sent
or made available generally by the Company to its Securities
holders or filed with the Commission, and of all press
releases made available generally by the Company or any of
its Subsidiaries to the public concerning material
developments in the business of the Company or any such
Subsidiary, (b) copies of any management reports prepared by
the Company's independent certified public accountants in
connection with the annual audit and (c) such other
information in respect of the condition (financial or
otherwise) or operations of the Company or any of its
Subsidiaries that the Administrative Agent may request from
time to time.
                             ARTICLE VII
                        AFFIRMATIVE COVENANTS
The Company covenants and agrees that so
long as any Senior Lender shall have any obligation
hereunder and until payment in full of all of the
Obligations, unless the Requisite Senior Lenders shall
otherwise give prior written consent thereto:
     7.01    CORPORATE EXISTENCE, ETC.  The Company shall at
all times maintain its corporate existence and preserve and
keep in full force and effect its rights and franchises the
loss or termination of which would be likely to have a
Material Adverse Effect.  The Company shall cause to be
maintained, preserved and kept the corporate existence and
rights and franchises of each of its Subsidiaries if the
loss or termination thereof would be likely to have a
Material Adverse Effect, except for transactions permitted
pursuant to Section 8.08.


               60

<PAGE>
     7.02    COMPLIANCE WITH LAWS, ETC.  The Company shall,
and shall cause its Subsidiaries to, exercise all due
diligence in order to comply with all Requirements of Law
and all restrictive covenants, noncompliance with which
would be likely to have a Material Adverse Effect.
     7.03    PAYMENT OF TAXES AND CLAIMS.  The Company shall
pay, and cause each of its Subsidiaries to pay, (a) all
taxes, assessments and other charges of Governmental
Authorities which, to its Knowledge, it is obligated to pay,
including any such tax, assessment or other charge on any of
its properties or assets or in respect of any of its
franchises, business, income or property before any penalty
or interest accrues thereon, and (b) all claims (including,
without limitation, claims for labor, services, materials
and supplies) for sums, material in the aggregate to the
Company or any such Subsidiary, as the case may be, which
have become due and payable and which by law have or may
become a Lien (other than a Customary Permitted Lien) upon
any of the Company's or such Subsidiary's properties or
assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided that no such taxes,
assessments and governmental charges referred to in clause
(a) above (including interest or penalties thereon) or
claims referred to in clause (b) above (including any
penalties or fines with respect thereto) need be paid if
such taxes, assessments, charges of Governmental Authorities
or claims are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and
if such reserve or other appropriate provision, if any, as
shall be required in conformity with GAAP shall have been
made therefor.
     7.04    MAINTENANCE OF PROPERTIES; INSURANCE.  The
Company shall maintain or cause to be maintained in good
repair, working order and condition, excepting ordinary wear
and tear and damage due to casualty, all of its properties
material to the operations of the Company and its
Subsidiaries taken as a whole (other than closed convenience
stores deemed by management not to be material) and will
make or cause to be made all appropriate repairs, renewals
and replacements thereof, consistent with past practice.
The Company shall maintain or cause to be maintained, with
financially sound and reputable insurers, insurance policies
and programs in such amounts (subject to customary
deductibles and retentions) and against such risks as is
usually carried by responsible companies of similar size
engaged in similar businesses and owning similar assets in
the general areas in which the Company and its Subsidiaries
operate.
     7.05    INSPECTION OF PROPERTY; BOOKS AND RECORDS;
DISCUSSIONS.  The Company shall permit, and cause each of
its Subsidiaries to permit, any authorized representative(s)
designated by the Administrative Agent or the Requisite
Senior Lenders to inspect any of the properties of the
Company or any of its Subsidiaries, including their
financial and accounting records, and to make copies and
take extracts therefrom, and to discuss their affairs,
finances and accounts with their officers and independent
certified public accountants, all upon reasonable notice and
at such reasonable times during normal business hours, as
often as may be reasonably requested.  Each such inspection
by or on behalf of the Administrative Agent (or any Senior
Lender acting on behalf of the Requisite Senior Lenders)
shall be at the Company's expense.  The Company will, and
will cause each of its Subsidiaries to, keep proper books of
record and account in which entries in conformity with GAAP
(and all legal requirements) shall be made of all dealings
and transactions in relation to their businesses and
activities.

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<PAGE>
     7.06    SUBSIDIARY GUARANTY.  The Company shall cause
each of its Material Subsidiaries (other than CCEC, 7-Eleven
Canada and VCOM), whether existing on the Effective Date or
thereafter formed, acquired or qualifying as a Material
Subsidiary, to execute and deliver the Subsidiary Guaranty
or a joinder thereto, as applicable, on the Effective Date
(in the case of such Material Subsidiaries existing on the
Effective Date) or promptly following such formation,
acquisition or qualification (in the case of all other such
Material Subsidiaries), together with, in the case of
Subsidiaries becoming party to the Subsidiary Guaranty after
the Effective Date, such documents and legal opinions as
would have been required under Section 4.01 if such
Subsidiary had executed and delivered the Subsidiary
Guaranty on the Effective Date.
                        ARTICLE VIII
                     NEGATIVE COVENANTS
The Company covenants and agrees that so
long as any Senior Lender shall have any obligation
hereunder and until payment in full of all of the
Obligations, unless the Requisite Senior Lenders shall
otherwise give prior written consent thereto:
     8.01    INDEBTEDNESS.  The Company shall not, and shall
not permit any of its Subsidiaries to, directly or
indirectly create, incur, assume or otherwise become or
remain directly or indirectly liable with respect to, any
Indebtedness, except for Indebtedness permitted by Section
1009 of the First Priority Subordinated Debenture Indenture
(the terms of which, together with any definitions of terms
used therein, are incorporated word for word in this Section
8.01 by this reference as if fully set forth herein);
provided, however, that, if (i) any restriction in Section
1009 of the First Priority Subordinated Debenture Indenture
is modified or eliminated or such restriction otherwise
ceases to be of further effect and (ii) a substantially
similar restriction (prior to giving effect to any such
modification, elimination or cessation) is not contained in
the documents governing any Subordinated Indebtedness then
outstanding (including, without limitation, any Subordinated
Indebtedness which replaces, refunds or refinances any other
Subordinated Indebtedness), then such restriction under this
Section 8.01 shall similarly be modified or eliminated or
cease to be of further effect hereunder, as the case may be;
provided, further, however, that if the Company, at any time
after the Effective Date, creates, incurs, assumes or
otherwise becomes directly or indirectly liable with respect
to any Subordinated Indebtedness not outstanding on the
Effective Date (including, without limitation, in connection
with any extension, renewal, replacement, refunding or
refinancing of any Subordinated Indebtedness outstanding on
the Effective Date), such Subordinated Indebtedness (x)
shall be subordinated in right of payment on terms no less
favorable to the Senior Lenders than the subordination
provisions set forth in the Senior Subordinated Debenture
Indentures, and (y) shall not contain covenants and events
of default (however denominated) in any respect more
burdensome to the Company than the covenants and events of
default applicable to any other Subordinated Indebtedness
then outstanding.


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<PAGE>
     8.02    DISPOSITIONS OF ASSETS; LIENS.
             (a)    DISPOSITION OF ASSETS.  The Company
shall not, and shall not permit any of its Subsidiaries to,
sell (including, without limitation, in any sale and
leaseback transaction), assign, transfer, lease, convey or
otherwise dispose of any properties or assets (including any
Capital Stock or other Equity Interest), whether now owned
or hereafter acquired, or any income or profits therefrom,
or enter into any agreement to do so, other than pursuant to
a sale, assignment, transfer, lease, conveyance or other
disposition (i) upon foreclosure on the Yen Royalty
Financing Collateral by the Yen Royalty Lender; (ii)
constituting sales of inventory and transactions with
franchisees occurring in the ordinary course of business;
provided, however, that neither the Company nor any of its
Subsidiaries shall sell, assign, or otherwise transfer any
interest in accounts receivable except in connection with a
disposition of any business unit as a going concern (but
subject to the limitation set forth in clause (h) below);
(iii) constituting leases or sub-leases of real property
pursuant to that certain Master Lease Agreement dated as of
October 3, 1996 between the Company and AT&T Wireless
Services, Inc.; (iv) involving sales of Equity Interests in
VCOM; (v) involving the Capital Stock of any Subsidiary
required under applicable law to qualify directors of such
Subsidiary; (vi) from any Subsidiary of the Company to the
Company or any Subsidiary Guarantor; (vii) in connection
with the Master Lease Facilities; (viii) from the Company or
any Subsidiary Guarantor to any Subsidiary of the Company
which is not then a party to the Subsidiary Guaranty to the
extent the disposition, if made as an Investment, would be
permitted by Section 8.04(b); and (ix) dispositions not
covered by subsections (i) through (ix) above (including,
without limitation, any insurance proceeds or a condemnation
award with respect to property with respect to which the
Company does not restore or replace the property damaged,
lost or taken) involving assets with an aggregate net book
value not to exceed an amount equal to ten percent (10%) of
the consolidated total assets of the Company and its
Subsidiaries as of December 31, 1999.
             (b)    LIENS.  The Company shall not, and shall
not permit any of its Subsidiaries to, directly or
indirectly create, incur, assume or permit to exist any Lien
on or with respect to any of their properties or assets
except (i) any interest or title of a lessor or secured by a
lessor's interest under any lease permitted by this
Agreement, including, without limitation, such interests or
title arising under the Master Lease Facilities; (ii)
Customary Permitted Liens; (iii) Liens on the assets of CCEC
and 7-Eleven Canada; and (iv) Liens not covered by
subsections (i), (ii) or (iii) above on assets with an
aggregate net book value not to exceed an amount equal to
ten percent (10%) of the consolidated total assets of the
Company and its Subsidiaries as of December 31, 1999.
     8.03    SECURITIES ACTIVITIES.  The Company shall not
use any of the proceeds of the credit extended hereunder to
purchase or carry Margin Stock or to violate the Securities
Exchange Act or the Securities Act, in each case as in
effect on the date or dates of such use of proceeds.
     8.04    DIVIDENDS, INVESTMENTS AND RESTRICTED PAYMENTS.
            (a)    GENERALLY.  The provisions of Section
1007 of the First Priority Subordinated Debenture Indenture,
together with any definitions of terms used therein, are
incorporated word for word in this Section 8.04(a) by this
reference as if fully set forth herein; provided, however,
that if (i) any restriction in Section 1007 of the First
Priority Subordinated Debenture Indenture is modified or
eliminated or such restriction otherwise ceases to be of
further effect and (ii) a substantially similar restriction
(prior to giving effect to any such modification,
elimination or cessation) is not contained in the documents
governing any Subordinated Indebtedness

                                 63

<PAGE>
then outstanding (including, without limitation, any
Subordinated Indebtedness which replaces, refunds or
refinances any other Subordinated Indebtedness), then such
restriction under this Section 8.04(a) shall similarly be
modified or eliminated or cease to be of further effect
hereunder, as the case may be.
             (b)    INVESTMENTS IN NONGUARANTOR
SUBSIDIARIES.  The Company shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, make or
own any Investments in any Subsidiary of the Company which
is not then a party to the Subsidiary Guaranty other than
(i) Permitted Existing Investments and (ii) additional
Investments in such Subsidiary which, together with all
other such additional Investments in Subsidiaries not then
party to the Subsidiary Guaranty, do not exceed an aggregate
unrecovered amount of $100,000,000 at any time.
     8.05    LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT
RESTRICTIONS AFFECTING SUBSIDIARIES.  The provisions of
Section 1008 of the First Priority Subordinated Debenture
Indenture, together with any definitions of terms used
therein, are incorporated word for word in this Section 8.05
by this reference as if fully set forth herein; provided,
however, that if (i) any restriction in Section 1008 of the
First Priority Subordinated Debenture Indenture is modified
or eliminated or such restriction otherwise ceases to be of
further effect and (ii) a substantially similar restriction
(prior to giving effect to any such modification,
elimination or cessation) is not contained in the documents
governing any Subordinated Indebtedness then outstanding
(including, without limitation, any Subordinated
Indebtedness which replaces, refunds or refinances any other
Subordinated Indebtedness), then such restriction under this
Section 8.05 shall similarly be modified or eliminated or
cease to be of further effect hereunder, as the case may be.
     8.06    LIMITATIONS ON SUBSIDIARIES.  The provisions of
Section 1020 of the First Priority Subordinated Debenture
Indenture, together with any definitions of terms used
therein, are incorporated word for word in this Section 8.06
by this reference as if fully set forth herein; provided,
however, that if (i) any restriction in Section 1020 of the
First Priority Subordinated Debenture Indenture is modified
or eliminated or such restriction otherwise ceases to be of
further effect and (ii) a substantially similar restriction
(prior to giving effect to any such modification,
elimination or cessation) is not contained in the documents
governing any Subordinated Indebtedness then outstanding
(including, without limitation, any Subordinated
Indebtedness which replaces, refunds or refinances any other
Subordinated Indebtedness), then such restriction under this
Section 8.06 shall similarly be modified or eliminated or
cease to be of further effect hereunder, as the case may be.
     8.07    TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.
The provisions of Section 1013 of the First Priority
Subordinated Debenture Indenture, together with any
definitions of terms used therein, are incorporated word for
word in this Section 8.07 by this reference as if fully set
forth herein; provided, however, that if (i) any restriction
on the ability of the Company or any of its Subsidiaries to
enter into any transaction with any Person in Section 1013
of the First Priority Subordinated Debenture Indenture is
modified or eliminated or such restriction otherwise ceases
to be of further effect and (ii) a substantially similar
restriction (prior to giving effect to any such
modification, elimination or cessation) is not contained in
the documents governing any Subordinated Indebtedness then
outstanding (including, without limitation, any Subordinated
Indebtedness which replaces, refunds or refinances any other
Subordinated Indebtedness), then such restriction under this
Section 8.07 shall similarly be modified or eliminated or
cease to be of further effect hereunder, as the case may be.

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     8.08    RESTRICTION ON FUNDAMENTAL CHANGES.  The
Company shall not, and shall not permit any of its Material
Subsidiaries to, enter into any merger or consolidation, or
liquidate, wind-up or dissolve (or suffer any liquidation or
dissolution), or convey, lease, sell, transfer or otherwise
dispose of, in one transaction or series of transactions,
all or any substantial part of its business, property or
assets, whether now or hereafter acquired, except for: (a) a
merger of the Company into a wholly-owned Subsidiary of the
Company that has nominal assets and liabilities, the primary
purpose of which is to effect a name change of the Company
or the reincorporation of the Company in another state; (b)
a merger of the Company or one of its Material Subsidiaries
with another Person if (i) the Company or such Material
Subsidiary is the entity surviving such merger and (ii)
immediately after giving effect to such merger, no Event of
Default or Potential Event of Default shall have occurred
and be continuing; (c) the sale or other transfer of all or
any substantial part of the business, property or assets of
any Material Subsidiary of the Company to the Company or any
other wholly-owned Subsidiary of the Company; or (d) as
permitted by Section 8.02(a).
     8.09    COMMERCIAL PAPER FACILITY.
             (a)    AMENDMENTS TO COMMERCIAL PAPER FACILITY.
The Company shall not amend the terms of the documents
governing or relating to the Commercial Paper other than (i)
increases in the maximum amount of Commercial Paper which
may at any time be outstanding and (ii) extensions of the
date beyond which the Company may not issue Commercial Paper
pursuant to such documents (including an extension of the
guaranty of Ito-Yokado with respect to the Commercial
Paper).
            (b)    CP REIMBURSEMENT INDEBTEDNESS; ITO-YOKADO
CP LETTER AGREEMENT.  At all times that any Commercial Paper
is outstanding or the Company owes any Indebtedness to Ito-
Yokado in connection with payments by Ito-Yokado of the
principal of or interest on (or other amounts owing with
respect to) Commercial Paper (the "CP REIMBURSEMENT
INDEBTEDNESS"), the Ito-Yokado CP Letter Agreement shall
remain in full force and effect.  The Company shall not make
any payment in respect of the CP Reimbursement Indebtedness
other than (i) payments after the date which is one year
after payment in full in cash of the Obligations and
termination of the Commitments and (ii) so long as there
does not exist an Event of Default or Potential Event of
Default and the Commercial Paper shall then have a rating of
at least A-1 from S&P or Prime-1 from Moody's (or, if at any
time neither S&P nor Moody's shall be rating the Commercial
Paper, the Commercial Paper shall then have a rating at
least equal to the highest rating from such other nationally
recognized rating service as is acceptable to the
Administrative Agent), payments of the principal amount of
such Indebtedness made solely with proceeds of subsequent
issuances of Commercial Paper by the Company.
Notwithstanding the foregoing and so long as (x) there
exists an Event of Default of Potential Event of Default, or
(y) commercial paper issued by the Company shall cease to
satisfy the criteria set forth in the definition of
"Commercial Paper", the Company shall not permit any further
issuances of commercial paper, and any payments of principal
of or interest on (or other amounts owing with respect to)
Commercial Paper then outstanding shall be paid directly by
Ito-Yokado pursuant to its unconditional guarantee thereof
and shall not be paid by the Company.


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<PAGE>
     8.10    SUBORDINATED INDEBTEDNESS.
             (a)    REPAYMENTS.  The provisions of Section
1011 of the First Priority Subordinated Debenture Indenture,
together with any definitions of terms used therein, are
incorporated word for word in this Section 8.10(a) by this
reference as if fully set forth herein; provided, however,
that, if (i) any restriction in Section 1011 of the First
Priority Subordinated Debenture Indenture is  modified or
eliminated or such restriction otherwise ceases to be of
further effect and (ii) a substantially similar restriction
(prior to giving effect to any such modification,
elimination or cessation) is not contained in the documents
governing any Subordinated Indebtedness then outstanding
(including, without limitation, any Subordinated
Indebtedness which replaces, refunds or refinances any other
Subordinated Indebtedness), then such restriction under this
Section 8.10(a) shall similarly be modified or eliminated or
cease to be of further effect hereunder, as the case may be.
             (b)    NOTICES.  The Company shall deliver to
the Administrative Agent (i) a copy of each notice or other
communication delivered by or on behalf of the Company to
any trustee under any Subordinated Indebtedness indenture or
to any holder (in its capacity as such) of any Subordinated
Indebtedness not issued pursuant to an indenture (including,
without limitation, notice of the election of any Extension
Period (as defined therein) under a QUIDS Subordinated
Note), such delivery to be made at the same time and by the
same means as such notice or other communication is
delivered to such trustee or such holder, and (ii) a copy of
each notice or other communication received by the Company
from any trustee under any Subordinated Indebtedness
indenture or from any holder (in its capacity as such) of
any Subordinated Indebtedness not issued pursuant to an
indenture, such delivery to be made promptly after such
notice or other communication is received by the Company.
     8.11    NOTICE UNDER QUIDS SUBORDINATED NOTE INDENTURE.
In the event that the Company is required to enter into an
indenture with respect to the QUIDS Subordinated Notes upon
the exercise by Ito-Yokado or Seven-Eleven Japan Co., Ltd.,
of its registration rights with respect thereto, the Company
shall promptly deliver to the Administrative Agent a
certified copy of the resolutions of the Company's Board of
Directors designating this Agreement as the "Credit
Agreement" under the indenture.
                          ARTICLE IX
                     FINANCIAL COVENANTS
The Company covenants and agrees that so
long as any Senior Lender shall have any obligation
hereunder and until payment in full of all of the
Obligations, unless the Requisite Senior Lenders shall
otherwise give prior written consent thereto:


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<PAGE>
     9.01    CONSOLIDATED TOTAL INDEBTEDNESS TO EBITDA.  The
Company shall not on any Quarterly Determination Date
occurring during any period set out below permit the ratio
of (a) Consolidated Total Indebtedness as of such Quarterly
Determination Date to (b) EBITDA as determined as of such
Quarterly Determination Date for the four (4) calendar
quarters ending on such date, to be greater than the ratio
set out below opposite such period:
Period                          Maximum Ratio
------                          -------------
December 31, 2000 through March 31, 2001     4.25x

April 1, 2001 through March 31, 2002         4.00x

April 1, 2002 through March 31, 2003         3.75x

April 1, 2003 and thereafter                 3.50x


     9.02    MINIMUM INTEREST AND RENT COVERAGE RATIO.  The
Company shall not on any Quarterly Determination Date permit
the ratio of (a) the sum of (i) EBITDA, plus (ii) Rent
Expense on Operating Leases to (b) the sum (without
duplication) of (i) Consolidated Cash Interest Expense, plus
(ii) Rent Expense on Operating Leases, in each case as
determined as of such Quarterly Determination Date for the
four (4) calendar quarters ending on such date, to be less
than 2.00x.
                              ARTICLE X
                    EVENTS OF DEFAULT; RIGHTS AND REMEDIES
     10.01    EVENTS OF DEFAULT.  Each of the following
occurrences shall constitute an Event of Default under this
Agreement:
             (a)    FAILURE TO MAKE PAYMENTS WHEN DUE.  The
Company shall fail to pay when due (i) any interest on any
Loan or any fee or other amount payable hereunder (other
than amounts described in Sections 10.01(a)(ii) or
10.01(a)(iii)), and such failure shall continue for five (5)
Business Days, or (ii) any Reimbursement Obligation, or
(iii) any amount payable for principal on the Loans,
including any mandatory prepayment payable under Section
2.05(b), but excluding any voluntary prepayment payable
under Section 2.05(a).
             (b)    BREACH OF CERTAIN COVENANTS.  The
Company shall fail duly and punctually to perform or
observe any agreement, covenant or obligation binding on
the Company under Article VIII or Article IX.
             (c)    BREACH OF REPRESENTATION OR WARRANTY.
Any representation or warranty made or deemed made by the
Company or any Subsidiary Guarantor to the Administrative
Agent, any Senior Lender or any Issuing Bank herein or in
any of the other Loan Documents or in any statement or
certificate at any time given by the Company or any
Subsidiary Guarantor pursuant to any of the Loan Documents
shall be false or misleading in any material respect on the
date as of which made.


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<PAGE>
             (d)    OTHER DEFAULTS.  The Company or any
Subsidiary Guarantor shall default in the payment of any
Obligation which is not referred to in Section 10.01(a) or
in the performance of or compliance with any term contained
in this Agreement or in any of the Loan Documents (other
than as covered by Section 10.01(a) or 10.01(b)), and such
default or event of default shall continue for thirty (30)
days after (i) the Administrative Agent or any Senior
Lender (acting through the Administrative Agent) notifies
the Company or the applicable Subsidiary Guarantor of any
such default, or (ii) the Company or such Subsidiary
Guarantor acknowledges such default in writing.
Notwithstanding the foregoing, the failure of the Company
to deliver the Officer's Certificate required pursuant to
Section 6.01(c) shall constitute an Event of Default on the
day such Officer's Certificate is due whether or not it
continues thereafter and whether or not any notice is given
to or received by the Company.
             (e)    DEFAULTS AS TO OTHER INDEBTEDNESS,
MASTER LEASE FACILITIES.
                    (i)    The Company or any Subsidiary of
the Company shall fail to make any payment when due
(whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) on any Indebtedness,
other than an Obligation, if the aggregate amount of such
Indebtedness is $15,000,000 or more, and such failure shall
continue beyond the applicable stated cure period therefor;
or any breach, default or event of default shall occur, or
any other event shall occur or condition shall exist, under
any instrument, agreement or indenture pertaining thereto,
if the effect thereof (with or without the giving of notice
or lapse of time or both) is to accelerate, or permit the
holder(s) of such Indebtedness to accelerate, the maturity
of any such Indebtedness and such breach, default, event of
default, event or condition shall continue beyond the
applicable stated cure period therefor; or any such
Indebtedness shall be declared to be due and payable or
required to be prepaid (other than by a regularly scheduled
required prepayment prior to the stated maturity thereof),
or the holder of any Lien (other than Liens upon property
leased to the Company or any Subsidiary of the Company
which were created by the landlord prior to the
commencement of the lease), in any amount, shall commence
foreclosure of such Lien upon property of the Company or
any of its Subsidiaries having a value in excess of
$1,000,000 and such foreclosure shall continue against such
property to a date less than thirty (30) days prior to the
date of the proposed foreclosure sale; provided, however,
that the failure to make a payment, or any such breach,
default or event of default, under the Yen Royalty
Financing Agreement or otherwise in respect of the Yen
Royalty Financing Indebtedness shall not constitute an
Event of Default hereunder unless recourse or recovery in
respect thereof in excess of $15,000,000 is claimed or
sought against the Company personally or against or out of
any property of the Company other than the Yen Royalty
Financing Collateral; provided, further, however, that if,
upon the maturity (whether by lapse of time, acceleration
or otherwise) of any Commercial Paper permitted to be
issued hereunder, Ito-Yokado (as opposed to the Company)
makes payment (in accordance with the terms applicable to
the Commercial Paper) of the Indebtedness evidenced by such
Commercial Paper, the Company's failure to pay shall not be
an Event of Default for purposes of this Section 10.01(e)
to the extent such failure to pay is cured (at the maturity
of such Commercial Paper) by the payment by Ito-Yokado.
                    (ii)    The Company shall fail to make
any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise)
under the Master Lease Documents and such failure shall
continue beyond the applicable cure period


                                 68

<PAGE>
therefor; or any breach, default or event of default shall
occur, or any other event shall occur or condition shall
exist, under the Master Lease Documents if the effect
thereof (with or without the giving of notice or lapse of
time or both) is to accelerate, or permit the lessor(s)
thereunder to accelerate, the maturity of any payment
required thereunder and such breach, default, event of
default, event or condition shall continue beyond the
applicable cure period therefor; or any such payment shall
be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled required prepayment
prior to the stated maturity thereof), or the lessor(s)
thereunder shall commence any proceeding to repossess any
property leased thereunder and such repossession proceeding
shall not be dismissed within thirty (30) days after the
commencement thereof.
             (f)    INVOLUNTARY BANKRUPTCY; APPOINTMENT OF
RECEIVER, ETC.
                    (i)    An involuntary case shall be
commenced against the Company or any of its Subsidiaries
and the petition shall not be dismissed within sixty (60)
days after commencement of the case, or a court having
jurisdiction in the premises shall enter a decree or order
for relief in respect of the Company or any of its
Subsidiaries in an involuntary case, under any applicable
bankruptcy, insolvency or other similar law now or
hereinafter in effect; or any other similar relief shall be
granted under any applicable federal or state law.
                   (ii)    A decree or order of a court
having jurisdiction in the premises for the appointment of
a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over the Company or any
of its Subsidiaries or over all or a substantial part of
the property of the Company or any of is Subsidiaries,
shall be entered; or an interim receiver, trustee or other
custodian of the Company or any of its Subsidiaries or of
all or a substantial part of the property of the Company or
any of its Subsidiaries shall be appointed or a warrant of
attachment, execution or similar process against any
substantial part of the property of the Company or any of
its Subsidiaries shall be issued and any such event shall
not be stayed, dismissed, bonded or discharged within
thirty (30) days of entry, appointment or issuance.
             (g)    VOLUNTARY BANKRUPTCY; APPOINTMENT OF
RECEIVER, ETC.  The Company or any of its Subsidiaries
shall have an order for relief entered with respect to it
or commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case, or to the
conversion of an involuntary case to a voluntary case,
under any such law, or shall consent to the appointment of
or taking possession by a receiver, trustee or other
custodian for all or a substantial part of its property;
the Company or any of its Subsidiaries shall make any
assignment for the benefit of creditors or shall be unable
or fail, or admit in writing its inability, to pay its
debts as such debts become due; or the Board of Directors
of the Company or any of its Subsidiaries (or any committee
thereof) adopts any resolution or otherwise authorizes any
action to approve any of the foregoing.
             (h)    JUDGMENTS AND ATTACHMENTS.  Any money
judgment, arbitration award (other than a money judgment or
award covered by insurance, but only if the insurer has
admitted liability with respect to such money judgment),
writ or warrant of attachment, or similar process involving
in any case an amount in excess of $15,000,000 shall be
entered or filed against the Company or any of its
Subsidiaries or any of their respective assets and shall
remain undischarged, unvacated, unbonded or unstayed for a
period of sixty (60) days.

                69

<PAGE>
             (i)    DISSOLUTION.  Any order, judgment or
decree shall be entered against the Company or any of its
Subsidiaries decreeing its involuntary dissolution or split
up and such order shall remain undischarged and unstayed
for a period in excess of thirty (30) days; or the Company
or, except as permitted by this Agreement, any of its
Subsidiaries shall otherwise dissolve or cease to exist.
             (j)    LOSS OF PAYMENT PRIORITY; FAILURE OF
SUBORDINATION.  For any reason any of the subordination
provisions of the documents and instruments evidencing any
Subordinated Indebtedness shall, at any time, be
invalidated or otherwise cease to be in full force and
effect, or the Obligations shall be subordinated or shall
not have the priority contemplated by this Agreement or
such subordination provisions, for any reason; and the
Requisite Senior Lenders shall have determined that any
event described in this Section 10.01(j) has or is likely
to have Material Adverse Effect.
             (k)    CHANGE OF CONTROL.  A Change of Control
shall have occurred.
             (l)    UNFUNDED ERISA LIABILITIES.  Any
Defined Benefit Plan shall be terminated within the meaning
of Title IV of ERISA or a trustee shall be appointed by an
appropriate United States District Court to administer any
Defined Benefit Plan or the PBGC shall institute
proceedings to terminate any Defined Benefit Plan or to
appoint a trustee to administer any Defined Benefit Plan,
if, as of the date of such termination, appointment or
institution of proceedings, the liability (after giving
effect to the tax consequences thereof) of the Company, any
Subsidiary of the Company or any ERISA Affiliate to the
PBGC under Section 4062 of ERISA exceeds the current value
of assets accumulated in such Defined Benefit Plan by more
than $1,000,000 (or in the case of a termination of a
Defined Benefit Plan involving a "substantial employer" (as
defined in Section 4001(a)(2) of ERISA), the Company's,
such Subsidiary's or any ERISA Affiliate's proportionate
share of such excess shall exceed such amount).
             (m)    WITHDRAWAL LIABILITY UNDER
MULTIEMPLOYER PLANS.  Either (i) any Multiemployer Plan
shall notify the Company, any Subsidiary of the Company of
any ERISA Affiliate that it has incurred a withdrawal
liability in an amount exceeding $1,000,000 and the
installment payments of such liability shall not be paid
when required to be paid in accordance with applicable law
or the provisions of the subject Multiemployer Plan, or
within five (5) Business Days thereafter; or (ii) any
Multiemployer Plan shall be terminated within the meaning
of Title IV of ERISA, or a trustee shall be appointed by an
appropriate United States District Court to administer any
Multiemployer Plan, or the PBGC shall commence proceedings
to terminate any Multiemployer Plan or to appoint a trustee
to administer any Multiemployer Plan and the aggregate
outstanding liability of the Company and all of its
Subsidiaries and all of its ERISA Affiliates with respect
to such Multiemployer Plan (assuming that the Multiemployer
Plan has terminated as of the day of any such appointment
or commencement of proceedings) is an amount which exceeds
$5,000,000.


                        70

<PAGE>
             (n)    OTHER ERISA LIABILITIES.  The Company
or any of its Subsidiaries or any ERISA Affiliate of the
Company (i) shall engage in any prohibited transaction
(other than the alleged prohibited transaction described on
Schedule 5.01(u)) for which an exemption is not available
or has not been previously obtained from the Department of
Labor and in connection with which the Company or any such
Subsidiary or any ERISA Affiliate could reasonably be
expected to be subject to either a civil penalty assessed
pursuant to Section 502(i) of ERISA or a tax imposed by
Section 4975 of the Internal Revenue Code, which penalty or
tax is in excess of $5,000,000; (ii) shall fail to make
full payment when due of all amounts which under the
provisions or any Defined Benefit Plan it is required to
pay as contributions thereto, or permit to exist any
"accumulated funding deficiency" (as defined in Section
302(a) of ERISA and Section 412(a) of the Internal Revenue
Code) or fail to pay any installment necessary to amortize
each waived funding deficiency with respect to any Defined
Benefit Plan, (iii) fail to make any contribution payments
of any Multiemployer Plan that the Company or any ERISA
Affiliate may be required to make under any agreement
relating to such Multiemployer Plan or under such
Multiemployer Plan or any law pertaining thereto, provided,
however, that this clause (iii) shall not apply to any such
payments which at any one time are in the aggregate less
than $3,000,000 and are being reasonably contested by
either the Company, any of its Subsidiaries or any ERISA
Affiliates, or (iv) permit to exist any occurrence of any
Reportable Event (other than the alleged prohibited
transaction described on Schedule 5.01(u)) or any other
event or condition which, in the opinion of the
Administrative Agent communicated to the Company in
accordance with Section 12.09 hereto, presents a material
risk of liability of the Company, any Subsidiary of the
Company or any ERISA Affiliate under ERISA or the Internal
Revenue Code in an amount which exceeds $5,000,000.
An Event of Default shall be deemed
"continuing" until cured or waived in writing in accordance
with Section 12.07 to the extent and under the
circumstances provided for therein.
     10.02    RIGHTS AND REMEDIES.
             (a)    ACCELERATION.  Upon the occurrence of
any Event of Default described in the foregoing Section
10.01(f) or 10.01(g) with respect to the Company or any
Subsidiary Guarantor, the Commitments shall automatically
and immediately terminate and the unpaid principal amount
of and any and all accrued interest on the Loans and all
other Obligations shall automatically become immediately
due and payable, with all additional interest from time to
time accrued thereon and without presentment, demand, or
protest or other requirements of any kind (including,
without limitation, valuation and appraisement, diligence,
presentment, notice of intent to demand or accelerate and
of acceleration), all of which are hereby expressly waived
by the Company, and the obligation of each Senior Lender to
make any Loan hereunder and of each Senior Lender or
Issuing Bank to issue or participate in any Facility Letter
of Credit shall thereupon terminate; and upon the
occurrence and during the continuance of any other Event of
Default, the Administrative Agent shall at the request, or
may with the consent, of the Requisite Senior Lenders, by
written notice to the Company, (i) declare that the
Commitments are terminated, whereupon the Commitments and
the obligation of each Senior Lender to make any Loan
hereunder and of each Senior Lender or Issuing Bank to
issue or participate in any Facility Letter of Credit shall
immediately terminate, and/or (ii) declare the unpaid
principal


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<PAGE>
amount of, and any and all accrued and unpaid interest on,
the Loans and all other Obligations to be, and the same
shall thereupon be, immediately due and payable with all
additional interest from time to time accrued thereon and
without presentment, demand, or protest or other
requirements of any kind (including, without limitation,
valuation and appraisement, diligence, presentment, notice
of intent to demand or accelerate and of acceleration), all
of which are hereby expressly waived by the Company.
             (b)    DEPOSIT FOR FACILITY LETTERS OF CREDIT.
In addition, upon demand by the Administrative Agent or the
Requisite Senior Lenders after the occurrence of any Event
of Default, the Company shall deposit with the
Administrative Agent for the benefit of the Senior Lenders
with respect to each Facility Letter of Credit then
outstanding, promptly upon the demand of the Administrative
Agent, cash or Cash Equivalents in an amount equal to the
greatest amount for which such Facility Letter of Credit
may be drawn.  Such deposit shall be held by the
Administrative Agent for the benefit of the Senior Lenders
as security for, and to provide for the payment of, the
Reimbursement Obligations.
             (c)    RESCISSION.  If at any time after
acceleration of the maturity of the Loans, the Company
shall pay all arrears of interest and all payments on
account of principal of the Loans and Reimbursement
Obligations which shall have become due otherwise than by
acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates
specified in this Agreement) and all Events of Default and
Potential Events of Default (other than nonpayment of
principal of and accrued interest on the Loans due and
payable solely by virtue of acceleration) shall be remedied
or waived pursuant to Section 12.07, then by written notice
to the Company, the Requisite Senior Lenders may elect, in
the sole discretion of such Requisite Senior Lenders, to
rescind and annul the acceleration and its consequences;
but such action shall not affect any subsequent Event of
Default or Potential Event of Default or impair any right
or remedy consequent thereon.  The provisions of the
preceding sentence are intended merely to bind the Senior
Lenders and the Issuing Banks to a decision which may be
made at the election of the Requisite Senior Lenders; they
are not intended to benefit the Company and do not give the
Company the right to require the Senior Lenders to rescind
or annul any acceleration hereunder, even if the conditions
set forth herein are met.
                        ARTICLE XI
             THE ADMINISTRATIVE AGENT; THE CO-AGENT
     11.01    APPOINTMENT.
             (a)    Each Senior Lender and each Issuing
Bank hereby designates and appoints Citibank as the
Administrative Agent of such Senior Lender and such Issuing
Bank under this Agreement and the Loan Documents, and each
Senior Lender and each Issuing Bank hereby irrevocably
authorizes the Administrative Agent to take such action on
its behalf under the provisions of this Agreement and the
Loan Documents and to exercise such powers as set forth
herein or therein, together with such other powers as are
reasonably incidental thereto.  The Administrative Agent
agrees to act as such on the express conditions contained
in this Article XI.

                    72

<PAGE>
             (b)    The provisions of this Article XI are
solely for the benefit of the Administrative Agent and the
Senior Lenders and Issuing Banks, and neither the Company
nor any Subsidiary of the Company shall have any rights to
rely on or enforce any of the provisions hereof (other than
as expressly set forth in Section 11.07).  In performing
its functions and duties under this Agreement, the
Administrative Agent shall act solely as agent of the
Senior Lenders and the Issuing Banks and does not assume
and shall not be deemed to have assumed any obligation
toward or relationship of agency or trust with or for the
Company or any Subsidiary of the Company.
     11.02    NATURE OF DUTIES.  The Administrative Agent
shall not have any duties or responsibilities except those
expressly set forth in this Agreement or in the Loan
Documents.  The duties of the Administrative Agent shall be
mechanical and administrative in nature.  The
Administrative Agent shall not have by reason of this
Agreement a fiduciary relationship in respect of any Senior
Lender or Issuing Bank.  Nothing in this Agreement or any
of the Loan Documents, expressed or implied, is intended to
or shall be construed to impose upon the Administrative
Agent any obligations in respect of this Agreement or any
of the Loan Documents except as expressly set forth herein
or therein.  Each Senior Lender and each Issuing Bank shall
make its own independent investigation of the financial
condition and affairs of the Company and its Subsidiaries
in connection with the making and the continuance of the
Loans hereunder and with the issuance of the Facility
Letters of Credit and shall make its own appraisal of the
creditworthiness of the Company and its Subsidiaries, and
the Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis,
to provide any Senior Lender or Issuing Bank with any
credit or other information with respect thereto.  If the
Administrative Agent seeks the consent or approval of the
Requisite Senior Lenders to the taking or refraining from
taking any action hereunder, the Administrative Agent shall
send notice thereof to each Senior Lender.  The
Administrative Agent shall promptly notify each Senior
Lender at any time that the Requisite Senior Lenders have
instructed the Administrative Agent to act or refrain from
acting pursuant hereto.
     11.03    RIGHTS, EXCULPATION, ETC.  Neither the
Administrative Agent nor any of its officers, directors,
employees or agents shall be liable to any Senior Lender or
Issuing Bank for any action taken or omitted by them
hereunder or under any of the Loan Documents, or in
connection herewith or therewith, except that the
Administrative Agent shall be obligated on the terms set
forth herein for performance of its express obligations
hereunder and except that no Person shall be relieved of
any liability imposed by law for intentional tort.  The
Administrative Agent shall not be liable for any
apportionment or distribution of payments made by it in
good faith pursuant to Section 2.06(b) or Section 3.06, and
if any such apportionment or distribution is subsequently
determined to have been made in error the sole recourse of
any Holder to whom payment was due, but not made, shall be
to recover from other Holders (or former Holders) any
payment in excess of the amount to which they are
determined to have been entitled.  The Administrative Agent
shall not be responsible to any Senior Lender, Issuing Bank
or Holder for any recitals, statements, representations or
warranties herein or for the execution, effectiveness,
genuineness, validity, enforceability, collectibility, or
sufficiency of this Agreement or any of the Loan Documents
or any of the other Loan Documents, or for the financial
condition of the Company or any of its Subsidiaries.  The
Administrative Agent shall not be required to make any
inquiry concerning either the performance


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or observance of any of the terms, provisions or conditions
of this Agreement or any of the Loan Documents or the
financial condition of the Company or any of its
Subsidiaries, or the existence or possible existence of any
Potential Event of Default or Event of Default.  The
Administrative Agent may at any time request instructions
from the Senior Lenders with respect to any actions or
approvals which by the terms of this Agreement or of any of
the Loan Documents the Administrative Agent is permitted or
required to take or to grant, and if such instructions are
promptly requested, the Administrative Agent shall be
absolutely entitled to refrain from taking any action or to
withhold any approval and shall not be under any liability
whatsoever to any person for refraining from any action or
withholding any approval under any of the Loan Documents
until it shall have received such instructions from the
Requisite Senior Lenders.  Without limiting the foregoing,
no Senior Lender or Issuing Bank shall have any right of
action whatsoever against the Administrative Agent as a
result of the Administrative Agent acting or refraining
from acting under this Agreement, the Notes or any of the
other Loan Documents in accordance with the instructions of
the Requisite Senior Lenders.
     11.04    RELIANCE.  The Administrative Agent shall be
entitled to rely upon any written notices, statements,
certificates, orders or other documents or any telephone
message believed by it in good faith to be genuine and
correct and to have been signed, sent or made by the proper
Person, and with respect to all matters pertaining to this
Agreement or any of the Loan Documents and its duties
hereunder or thereunder, upon advice of counsel selected by
it.
     11.05    INDEMNIFICATION.  To the extent that the
Administrative Agent is not reimbursed and indemnified by
the Company, the Senior Lenders will reimburse and
indemnify the Administrative Agent for and against any and
all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against it in any way relating to
or arising out of this Agreement or any of the other Loan
Documents or any action taken or omitted by the
Administrative Agent under this Agreement or any of the
other Loan Documents, proportionately based upon a
fraction, the numerator of which is the amount of such
Senior Lender's Commitment, and the denominator of which is
the aggregate amount of the Commitments of all Senior
Lenders provided that no Senior Lender shall be liable for
any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative
Agent's gross negligence or willful misconduct.  The
obligations of the Senior Lenders under this Section 11.05
shall survive the payment in full of the Loans and
Reimbursement Obligations and the termination of this
Agreement.
     11.06    THE ADMINISTRATIVE AGENT INDIVIDUALLY.  In
the event the Administrative Agent at any time has a
Commitment hereunder (a) with respect to its Pro Rata Share
of the Commitments hereunder, the Loans made by it or its
Affiliates and any Notes issued to or held by it or its
Affiliates, the Administrative Agent shall have and may
exercise the same rights and powers hereunder and is
subject to the same obligations and liabilities as and to
the extent set forth herein for any other Senior Lender or
holder of a Note and (b) the terms "Senior Lenders" or
"Requisite Senior Lenders" or any similar terms shall,
unless the context clearly otherwise indicates, include the
Administrative Agent or its Affiliates as a Senior Lender
or one of the Requisite Senior Lenders.  The Administrative
Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other
business with the Company or any of its Subsidiaries as if
it were not acting as Administrative Agent pursuant hereto.


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     11.07    SUCCESSOR ADMINISTRATIVE AGENT; RESIGNATION
OF AGENT.
             (a)    The Administrative Agent may resign
from the performance of all its functions and duties
hereunder at any time by giving at least thirty (30)
Business Days' prior written notice to the Senior Lenders
and the Company.  Such resignation shall take effect upon
the acceptance by a successor Administrative Agent of
appointment pursuant to Section 11.07(b) or 11.07(c) or as
otherwise provided below.
             (b)    Upon any such notice of resignation by
the Administrative Agent, the Requisite Senior Lenders
shall appoint a successor Administrative Agent who shall be
satisfactory to the Company.
             (c)    If a successor Administrative Agent
shall not have been so appointed within said thirty (30)
Business Day period, the retiring Administrative Agent,
with the consent of the Company (which may not be withheld
unreasonably), shall then appoint a successor
Administrative Agent who shall serve as Administrative
Agent until such time, if any, as the Requisite Senior
Lenders, with the consent of the Company, appoint a
successor Administrative Agent as provided above.
     11.08    THE CO-AGENT.  The Co-Agent shall not have,
and the Co-Agent hereby expressly disclaims, any rights or
duties hereunder beyond those of a Senior Lender and, if
applicable, an Issuing Bank.  Except with respect to its
rights and duties as a Senior Lender and, if applicable, an
Issuing Bank, neither the Co-Agent nor any of its officers,
directors, employees or agents shall be liable to any
Person for any action taken or omitted by them hereunder or
under any of the Loan Documents.
                       ARTICLE XII
                     MISCELLANEOUS
     12.01    ASSIGNMENTS AND PARTICIPATIONS.
             (a)    (i)    Each Senior Lender shall have
the right at any time (A) upon written notice to the
Administrative Agent of its intent to do so, to sell,
assign, transfer or negotiate all or any portion of its
Commitments, Loans, Notes or interest in the Facility
Letters of Credit to one or more Senior Lenders without the
consent of the Company or the Administrative Agent and
without the payment of the recordation fee described in
Section 12.01(a)(ii) and (B) with the prior written consent
of the Company and the Administrative Agent (in each case
which consent shall not be unreasonably withheld and shall
be executed in substantially the form of Exhibit 12,
provided, that the Company's consent shall not be required
at any time that an Event of Default has occurred and is
continuing), to sell, assign, transfer or negotiate all or
any portion not less than $5,000,000 of its Commitments,
Loans, Notes or interest in the Facility Letters of Credit
to one or more commercial banks or other financial
institutions.  In the case of any sale, assignment,
transfer or

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negotiation of all or part of such Commitments, Loans,
Notes or interest in the Facility Letters of Credit
authorized under this Section 12.01(a)(I), the assignee,
transferee or recipient shall have, to the extent of such
sale, assignment, transfer or negotiation, the same rights,
benefits and obligations as it would if it were a Senior
Lender hereunder and a holder of such Notes, including,
without limitation, (A) the right to approve or disapprove
actions which, in accordance with the terms hereof, require
the approval of the Requisite Senior Lenders and (B) the
obligation to fund Loans directly to the Administrative
Agent pursuant to Article II hereof and to participate in
Facility Letters of Credit pursuant to Article III hereof.
All sales, assignments, transfers or negotiations of all or
part of such Commitments, Loans, Notes or interests in the
Facility Letters of Credit authorized under this Section
12.01(a)(I) shall be evidenced by, and made pursuant to, an
Assignment and Acceptance.
                   (ii)    Upon its receipt of a fully
executed Assignment and Acceptance and, in the case of
sales, assignments, transfers or negotiations made pursuant
to Section 12.01(a)(i)(B), a processing and recordation fee
of $2,500 and the written consent of the Administrative
Agent and, if applicable, the Company, the Administrative
Agent shall (A) accept such Assignment and Acceptance, (B)
record the information contained therein, and (C) in the
case of sales, assignments, transfers or negotiations for
which the Company's consent is not required, give notice
thereof to the Company.
                  (iii)    Notwithstanding anything to the
contrary contained in this Agreement, no Senior Lender
shall make any assignment of any of its Commitments, Loans,
Notes or interests in Facility Letters of Credit except in
the form of units consisting of pro rata interests in such
Commitments, Loans, Notes or interests in Facility Letters
of Credit.
             (b)    Each Senior Lender may, with the prior
written consent of the Company and the Administrative Agent
(in each case which consent shall not be unreasonably
withheld and shall be executed in substantially the form of
Exhibit 12, provided, that the Company's consent shall not
be required at any time that an Event of Default has
occurred and is continuing), sell participations to one or
more banks or other financial institutions in or to all or
a portion of its rights and obligations under this
Agreement, the Loans owing to it, the Facility Letters of
Credit and the Note or Notes held by it; provided, however,
that (i) such Senior Lender's obligations under this
Agreement shall remain unchanged, (ii) such Senior Lender
shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) such Senior
Lender shall remain the holder of any such Note or Notes
for all purposes of this Agreement, (iv) the Company, the
Administrative Agent, the Senior Lenders and the Issuing
Banks shall continue to deal solely and directly with such
Senior Lender in connection with such Senior Lender's
rights and obligations under this Agreement, and the holder
of any such participation shall not be entitled to require
such Senior Lender to take or omit to take any action
hereunder except action directly affecting the extension of
the date fixed for payment of the principal amount of or
interest on a Loan allocated to such participation or a
reduction of the principal amount of or the rate of
interest payable on the Loans, except as otherwise
permitted under the Loan Documents, and (v) all costs and
consequences incurred or sustained by any holder of a
participation shall be added to those incurred or sustained
by a Senior Lender for the purpose of Section 2.03(f),
2.07(f), 2.07(h), 2.08, 3.08(c), 12.02 and 12.03, limited
in the aggregate to the amounts that would have been
incurred or sustained by the Senior Lender granting the
participation to such holder, had such participation not
been granted.


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             (c)    Any Senior Lender may, in connection
with any assignment or participation or proposed assignment
or participation pursuant to this Section 12.01, disclose
to the assignee or participant or proposed assignee or
participant, any information relating to the Company
furnished to such Senior Lender by the Administrative Agent
or by or on behalf of the Company; provided that, prior to
any such disclosure, the assignee or participant, or
proposed assignee or participant shall agree to preserve in
accordance with Section 12.24 the confidentiality of any
confidential information described therein.
             (d)    Notwithstanding any other provision of
this Agreement, any Senior Lender may at any time create a
security interest in all or any portion of its rights under
this Agreement (including, without limitation, Obligations
owing to it and Notes held by it) in favor of any Federal
Reserve bank in accordance with Regulation A.
             (e)    Notwithstanding any other provision of
this Agreement, any Senior Lender may at any time, upon
written notice to the Administrative Agent of its intent to
do so, sell, assign, transfer, participate or negotiate all
or any part of its rights and obligations under this
Agreement and the other Loan Documents to any of its
Affiliates without the consent of the Company or the
Administrative Agent and without the payment of the
recordation fee described in Section 12.01(a)(ii).
     12.02    EXPENSES.
             (a)    GENERALLY.  The Company agrees upon
demand to pay, or reimburse, the Administrative Agent for
all the Administrative Agent's audit, legal (other than,
for so long as no Potential Event of Default or Event of
Default has occurred and is continuing, any allocated cost
of the Administrative Agent's internal legal counsel),
appraisal, valuation and investigation expenses and for all
other out-of-pocket costs and expenses of every type and
nature (including, without limitation, the reasonable fees,
expenses and disbursements of Sidley & Austin and any other
attorneys retained by the Administrative Agent, auditors
and accountants, and other consultants and agents) incurred
by the Administrative Agent in connection with (A) its own
audit and investigation of the Company and the Company's
Subsidiaries; (B) the negotiation, preparation and
execution of this Agreement (including, without limitation,
the satisfaction or attempted satisfaction of any of the
conditions set forth in Article IV) and the other Loan
Documents and the making of the Loans hereunder; (C)
administration of this Agreement and the Loans, including
consultation with attorneys in connection therewith; and
(D) the protection, collection or enforcement of any of the
Obligations.
             (b)    AFTER DEFAULT.  The Company further
agrees to pay, or reimburse the Administrative Agent, the
Issuing Banks and the Senior Lenders for all out-of-pocket
costs and expenses, including, without limitation,
reasonable attorneys' fees (including allocated costs of
internal counsel, and costs of settlement) incurred by the
Administrative Agent, any Issuing Bank or Senior Lender
after the occurrence of an Event of Default (i) in
enforcing any Obligation or in exercising or enforcing any
other right or remedy available by


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reason of such Event of Default; (ii) in connection with
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; (iii) in
commencing, defending or intervening in any litigation or
in filing a petition, complaint, answer, motion or other
pleadings in any legal proceeding relating to the Company
and related to or arising out of the transactions
contemplated hereby; or (iv) in taking any other action in
or with respect to any suit or proceeding (bankruptcy or
otherwise).
     12.03    INDEMNITY.  The Company further agrees to
defend, protect, indemnify, and hold harmless the
Administrative Agent, the Co-Agent and each and all of the
Senior Lenders and Issuing Banks and each of their
respective Affiliates, officers, directors, employees,
attorneys and agents (including, without limitation, those
retained in connection with the satisfaction or attempted
satisfaction of any of the conditions set forth in Article
IV) (collectively called the "INDEMNITEES") from and
against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature
whatsoever (including, without limitation, the reasonable
fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or
judicial proceeding, whether or not such Indemnitees shall
be designated a party thereto), imposed on, incurred by, or
asserted against such Indemnitees (whether direct, indirect
or consequential and whether based on any federal or state
laws or other statutory regulations, including, without
limitation, Securities, environmental and commercial laws
and regulations, under common law or at equitable cause, or
on contract or otherwise) in any manner relating to or
arising out of this Agreement or the other Loan Documents,
or any act, event or transaction related or attendant
thereto, the Senior Lenders' Commitments, the making of and
participation in the Loans and the issuance of and
participation in Facility Letters of Credit hereunder, the
management of such Loans or Facility Letters of Credit
(including any liabilities or claims under Federal, state
or local environmental laws or regulations), or the use or
intended use of the proceeds of the Loans or Facility
Letters of Credit hereunder (collectively, the "INDEMNIFIED
MATTERS"); provided that the Company shall have no
obligation to an Indemnitee hereunder with respect to (i)
matters for which such Indemnitee has been compensated
pursuant to Section 2.03(f) or other provision of the
Agreement and (ii) Indemnitee Matters caused by or
resulting from the willful misconduct or gross negligence
of that Indemnitee, as determined by a court of competent
jurisdiction.  To the extent that the undertaking to
indemnify, pay and hold harmless set forth in the preceding
sentence may be unenforceable because it is violative of
any law or public policy, the Company shall contribute the
maximum portion which it is permitted to pay and satisfy
under applicable law, to the payment and satisfaction of
all Indemnified Matters incurred by the Indemnities.
     12.04    CHANGE IN ACCOUNTING PRINCIPLES.  Except as
otherwise provided herein, if any changes in accounting
principles from those used in the preparation of the most
recent financial statements referred to in Section 5.01(h)
are hereafter required or permitted by the rules,
regulations, pronouncements and opinions of the Financial
Accounting Standards Board or the American Institute of
Certified Public Accountants (or successors thereto or
agencies with similar functions) and are adopted by the
Company with the agreement of its independent certified
public accountants and such changes result in a change in
the method of calculation of any of the financial
covenants, standards or terms found in Article VIII and
Article IX hereof, the


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parties hereto agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such
changes with the desired result that the criteria for
evaluating the Company's financial condition shall be the
same after such changes as if such changes had not been
made, provided, however, that no change in generally
accepted accounting principles that would affect the method
of calculation of any of the financial covenants, standards
or terms shall be given effect in such calculations until
such provisions are amended, in a manner satisfactory to
the Requisite Senior Lenders, to so reflect such change in
accounting principles.
     12.05    SET-OFF.  In addition to any Liens granted to
the Administrative Agent, any Senior Lender or any Issuing
Bank and any rights now or hereafter granted under
applicable law and not by way of limitation of any such
Lien or rights, upon the occurrence and during the
continuance of any Event of Default, each Senior Lender and
each Issuing Bank are hereby authorized by the Company at
any time or from time to time, without notice to the
Company, or to any other Person (any such notice being
hereby expressly waived) to set off and to appropriate and
to apply any and all deposits (general or special,
including, but not limited to, indebtedness evidenced by
certificates of deposit, whether matured or unmatured but
not including trust accounts) and any other Indebtedness at
any time held or owing by the Senior Lender or that Issuing
Bank (or any Affiliate thereof, and the Company hereby
authorizes any such Affiliate to comply with the directions
of the applicable Senior Lender or Issuing Bank with
respect to such deposits or Indebtedness) to or for the
credit or the account of the Company against and on account
of the Obligations of the Company to that Senior Lender or
the Issuing Bank including, but not limited to, all Loans
and Facility Letters of Credit and all claims of any nature
or description arising out of or connected with this
Agreement or the Notes, irrespective of whether or not (i)
that Senior Lender or that Issuing Bank shall have made any
demand hereunder or (ii) the Requisite Senior Lenders shall
have declared the principal of and interest on the Loans
and Notes and other amounts due hereunder to be due and
payable as permitted by Article X and although said
obligations and liabilities, or any of them, may be
contingent or unmatured.  Each Senior Lender and each
Issuing Bank agrees, and each other Holder shall be
entitled to any rights conferred upon it under this
Agreement only on the condition and understanding, that it
shall not, without the express consent of the Requisite
Senior Lenders, and that it shall, to the extent it is
lawfully entitled to do so, upon the request of the
Requisite Senior Lenders, exercise its set-off rights
hereunder against any accounts of the Company now or
hereafter maintained with such Senior Lender or Issuing
Bank or other Holder.
     12.06    RATABLE SHARING.
             (a)    Subject to Section 2.06(b) and Section
3.06(b)(ii), the Senior Lenders agree among themselves that
(i) with respect to all amounts received by them which are
applicable to the payment of the Obligations (excluding the
fees described in Section 2.04 and the amounts described in
Sections 2.03(f), 2.07(f), 2.07(h), 2.08 and 3.05),
equitable adjustment will be made so that, in effect, all
such amounts will be shared among them ratably in
accordance with their Pro Rata Shares, whether received by
voluntary payment, by the exercise of the right of set-off
or banker's lien, by counterclaim or cross action or by the
enforcement of any or all of the Obligations (excluding the
fees described in Section 2.04 and the amounts described in
Sections 2.03(f), 2.07(f), 2.07(h), 2.08 and 3.05) and (ii)
if any of them shall by voluntary payment or by the
exercise of any right of counterclaim, set-off, banker's
lien or otherwise, receive payment of a proportion of the
aggregate amount of the Obligations held by it, which is
greater than its Pro Rata Share of the payments on account
of the Obligations (excluding the fees described in Section
2.04 and the amounts described in Sections 2.03(f),
2.07(f), 2.07(h) and 2.08), the one receiving such excess
payment shall purchase, without recourse or warranty, an
undivided interest and participation (which it shall be
deemed to have done simultaneously upon the receipt of such
payment) in such Obligations owed to the others so that all
such recoveries with respect to such Obligations shall be
applied ratably in accordance with their Pro Rata Shares.


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             (b)    If all or part of such excess payment
received by a purchasing party under this Section 12.06 is
thereafter recovered from such party, such party's
purchases shall be rescinded and the purchase prices paid
for such participation shall be returned to such party to
the extent necessary to adjust for such recovery, but
without interest except to the extent the purchasing party
is required to pay interest in connection with such
recovery.  The Company agrees that any Senior Lender so
purchasing a participation from another Senior Lender
pursuant to this Section 12.06 may, to the fullest extent
permitted by law, exercise all its rights of payment
(including, subject to Section 12.05, the right of set-off)
with respect to such participation as fully as if such
Senior Lender were the direct creditor of the Company in
the amount of such participation.
     12.07    AMENDMENTS AND WAIVERS.  No amendment or
modification of any provision of this Agreement or the
Notes shall be effective without the written agreement of
the Requisite Senior Lenders and the Company, and no
termination or waiver of any provision of this Agreement or
the Notes, or consent to any departure by the Company
therefrom, shall in any event be effective without the
written concurrence of the Requisite Senior Lenders, which
the Requisite Senior Lenders shall have the right to grant
or withhold at their sole discretion; except that any
amendment, modification, or waiver of any provision of
Article I, II or III relating to (i) the Commitments, (ii)
the principal amount and the extension of the final
maturity of the Loans and Facility Letters of Credit, (iii)
the reduction of interest rates applicable to the Loans,
(iv) the amount of the fees payable pursuant hereto, (v)
the definitions of "Requisite Senior Lenders", "Pro Rata
Share" and "Commitment Termination Date", and (vi) the
provisions contained in Section 2.05(d) and in this
Section 12.07, shall be effective only if evidenced by a
writing signed by or on behalf of all Senior Lenders.  No
amendment, modification, termination or waiver of any
provision of any Note shall be effective without the
written concurrence of the holder of that Note.  No
amendment, modification, termination or waiver of any
provision of any Facility Letter of Credit shall be
effective without the written concurrence of the Issuing
Bank which issued such Facility Letter of Credit.  No
amendment, modification, termination, or waiver of any
provision of Article XI hereof or any other provision
referring to the Administrative Agent or the Co-Agent shall
be effective without the written concurrence of the
Administrative Agent or the Co-Agent, as applicable.  The
Administrative Agent may, but shall have no obligation to,
with the concurrence of any Senior Lender, execute
amendments, modifications, waivers or consents on behalf of
that Senior Lender.  Any waiver or consent shall be
effective only in the specific instance and for the
specific purpose for which it was given.  No notice to or
demand on the Company in any case shall entitle the Company
to any other or further notice or demand in similar or
other circumstances.  Any amendment, modification,
termination, waiver or consent effected in accordance with
this Section 12.07 shall be binding on each holder of any
Note at the time outstanding, each future holder of any
Note, and, if signed by the Company, on the Company.


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     12.08    INDEPENDENCE OF COVENANTS.  All covenants
hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitations of,
another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is
taken or condition exists.
     12.09    NOTICES.  Unless otherwise specifically
provided herein, any notice or other communication herein
required or permitted to be given shall be in writing and
may be personally served, telecopied, telexed or sent by
courier service or United States mail and shall be deemed
to have been given when delivered in person or by courier
service, upon receipt of a telecopy or telex or four (4)
Business Days after deposit in the United States mail
(registered or certified, with postage prepaid and properly
addressed).  Notices to the Administrative Agent pursuant
to Article II shall not be effective until received by the
Administrative Agent.  For the purposes hereof, the
addresses of the parties hereto (until notice of a change
thereof is delivered as provided in this Section 12.09)
shall be (a) with respect to the Company, as set forth
below the Company's name on the signature pages of this
Agreement, (b) with respect to the Senior Lenders and
Issuing Banks, as set forth below each party's name on the
signature pages of this Agreement or of the Assignment and
Acceptance by which such Person became a Senior Lender or
Issuing Bank hereunder or (c) as to each party, at such
other address as may be designated by such party in a
written notice to all of the other parties.
     12.10    SURVIVAL OF WARRANTIES AND AGREEMENTS.  All
agreements, representations and warranties made herein
shall survive the execution and delivery of this Agreement,
the Notes and the other Loan Documents, the making and
repayment of the Loans and issuance and discharge of
Facility Letters of Credit hereunder.
     12.11    FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
CUMULATIVE.  No failure or delay on the part of the
Administrative Agent, any Senior Lender, any holder of a
Note or any Issuing Bank in the exercise of any power,
right or privilege under any of the Loan Documents shall
impair such power, right or privilege or be construed to be
a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or
privilege preclude other or further exercises thereof or of
any other right, power or privilege.  All rights and
remedies existing under the Loan Documents are cumulative
to and not exclusive of any rights or remedies otherwise
available.
     12.12    ADVICE OF COUNSEL.  The Company and each
Senior Lender and Issuing Bank understand that the
Administrative Agent's counsel represents only the
interests of the Administrative Agent and its Affiliates
and that the Company, other Senior Lenders and other
Issuing Banks are advised to obtain their own counsel.  The
Company represents and warrants to the Administrative Agent
and the other Holders that it has discussed this Agreement
with its counsel.


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     12.13    SEVERABILITY.  In case any provision in or
obligation under this Agreement or the Notes or the other
Loan Documents shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations,
or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired
thereby.
     12.14    HEADINGS.  Section headings in this Agreement
are included herein for convenience of reference only and
shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.
     12.15    GOVERNING LAW.  THIS AGREEMENT AND THE LOAN
DOCUMENTS, AND ALL ISSUES RELATING TO THIS AGREEMENT AND
THE LOAN DOCUMENTS, INCLUDING THE VALIDITY, ENFORCEABILITY,
INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT, ANY LOAN
DOCUMENT OR ANY PROVISION OF ANY OF THEM, SHALL BE GOVERNED
BY, AND SHALL BE DETERMINED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
     12.16    LIMITATION OF LIABILITY.  No claim may be
made by the Company, any Senior Lender or other Person
against the Administrative Agent, the Co-Agent, any other
Senior Lender, any Issuing Bank or the Affiliates,
directors, officers, employees, attorneys or agents of any
of them for any special, indirect, consequential or
punitive damages in respect of any claim for breach of
contract or any other theory of liability arising out of or
related to the transactions contemplated by this Agreement,
or any act, omission or event occurring in connection
therewith; and the Company and each Senior Lender hereby
waives, releases and agrees not to sue upon any claim for
any such damages, whether or not accrued and whether or not
known or suspected to exist in its favor.
     12.17    SUCCESSORS AND ASSIGNS; SUBSEQUENT HOLDERS OF
NOTES.  This Agreement and the other Loan Documents shall
be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of
the parties hereto and the successors and permitted assigns
of the Administrative Agent, the Senior Lenders and the
Issuing Banks.  The terms and provisions of this Agreement
shall inure to the benefit of any assignee or transferee of
the Notes, and in the event of such transfer or assignment,
the rights and privileges herein conferred upon Senior
Lenders shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and
conditions hereof.  The Company's rights or any interest
therein hereunder may not be assigned without the written
consent of all Senior Lenders.
     12.18    CONSENT TO JURISDICTION AND SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.  ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST THE COMPANY WITH RESPECT TO THIS AGREEMENT
OR ANY NOTE OR ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE COMPANY ACCEPTS, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE


                                   82

<PAGE>
BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT OR ANY NOTE OR ANY OF THE OTHER LOAN
DOCUMENTS FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS
AVAILABLE.  THE COMPANY IRREVOCABLY DESIGNATES AND APPOINTS
CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, NEW YORK, NEW
YORK 10011, AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE
OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT,
SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH PERSONS TO
BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  THE
COMPANY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED
OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE NOTICE ADDRESS
SPECIFIED IN ACCORDANCE WITH SECTION 12.09, SUCH SERVICE TO
BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.  EACH OF
THE COMPANY, THE ADMINISTRATIVE AGENT, THE ISSUING BANKS
AND THE SENIOR LENDERS IRREVOCABLY WAIVES TRIAL BY JURY AND
ANY OBJECTION, INCLUDING WITHOUT LIMITATION, ANY OBJECTION
OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH
JURISDICTION.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF ANY SENIOR LENDER TO BRING PROCEEDINGS
AGAINST THE COMPANY IN THE COURTS OF ANY OTHER
JURISDICTION.
     12.19    COUNTERPARTS; EFFECTIVENESS; INCONSISTENCIES.
This Agreement and any amendments, waivers, consents, or
supplements may be executed in counterparts, each of which
when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one
and the same instrument.  This Agreement shall become
effective against each party hereto as of the date when all
of the conditions set forth in Section 4.01 have been
satisfied or duly waived in accordance with Section 12.07
(the "EFFECTIVE DATE").  Subject to the provisions of this
Agreement (including, without limitation, the premises
hereto), this Agreement and each of the other Loan
Documents shall be construed to the extent reasonable to be
consistent with the other, but to the extent that the terms
and conditions of this Agreement are actually inconsistent
with the terms and conditions of any other Loan Document,
this Agreement shall govern.
     12.20    FOREIGN BANK CERTIFICATIONS.  Each Senior
Lender that is not created or organized under the laws of
the United States of America or a political subdivision
thereof has delivered to the Company and the Administrative
Agent, or in the case of a Senior Lender which becomes a
party to this Agreement after the date hereof, will deliver
to the Company and the Administrative Agent within fifteen
(15) days after the date on which such Senior Lender
becomes a Senior Lender pursuant to Section 12.01, a true
and accurate certificate executed in duplicate by a duly
authorized officer of such Senior Lender in the form set
out in Exhibit 13-A,  13-B, or 13-C, as applicable, to the
effect that such Senior Lender is either (i) capable under
the provisions of an applicable tax treaty concluded by the
United States of America (in which case the certificate
shall be


                           83

<PAGE>
accompanied by two executed copies of Form W-8BEN of the
Internal Revenue Service of the United States of America,
the "IRS") of receiving payments of interest hereunder
without deduction or withholding of United States federal
income tax, (ii) capable under Section 1442 of the Internal
Revenue Code (in which case the certificate shall be
accompanied by two copies of IRS Form W-8ECI ) of receiving
payments of interest hereunder without deduction or
withholding of United States federal income tax, or (iii) a
"qualified intermediary" within the meaning of Treasury
Regulation 1.1441-1(e)(5) (in which case the certificate
shall be accompanied by two copies of IRS Form W-8IMY and
any other documentation required pursuant to Treasury
Regulation 1.1441-1(e)(5)).  Each Senior Lender further
agrees to deliver to the Company and the Administrative
Agent from time to time a true and accurate certificate
executed in duplicate by a duly authorized officer of such
Senior Lender substantially in the form set out in
Exhibit 13-A, 13-B, or 13-C, as applicable, within thirty
(30) days after the occurrence of any event requiring a
change in (or rendering invalid) the most recent Forms W-
8BEN, W-8ECI, or W-8IMY (as applicable) previously
delivered by it to the Company and the Administrative Agent
pursuant to this Section 12.20.  Further, each Senior
Lender which delivers Exhibit 13-A or 13-B covenants and
agrees to deliver to the Company and the Administrative
Agent within fifteen (15) days prior to the last day of the
third calendar year beginning after the date on which the
Form W-8BEN or W-8ECI (as applicable) is signed, and on
which this Agreement is still in effect, two accurate and
complete original signed copies of Form W-8BEN or W-8ECI,
as applicable (or any successor form or forms required
under the Internal Revenue Code or the applicable
regulations promulgated thereunder).  Each such certificate
shall certify as to one of the following:
             (a)    that such Senior Lender is capable of
receiving payments of interest hereunder without deduction
or withholding of United States of America federal income
tax;
             (b)    that such Senior Lender is not capable
of receiving payments of interest hereunder without
deduction or withholding of United States of America
federal income tax as specified therein but is capable of
recovering the full amount of any such deduction or
withholding from a source other than the Company; or
             (c)    that such Senior Lender is not capable
of receiving payments of interest hereunder without
deduction or withholding of United States of America
federal income tax as specified therein and that it is not
capable of recovering the full amount of the same from a
source other than the Company.
Each Senior Lender shall promptly furnish
to the Company and the Administrative Agent such additional
documents as may be reasonably required by the Company or
the Administrative Agent to establish any exemption from or
reduction of any taxes required to be deducted or withheld
and which may be obtained without undue expense to such
Senior Lender.
     12.21    PERFORMANCE OF OBLIGATIONS.  The Company
agrees that the Administrative Agent, upon direction of the
Requisite Senior Lenders, may, but shall have no obligation
to, make any payment or perform any act required of the
Company under any of the Loan Documents.


              84

<PAGE>
     12.22    LIMITATION ON AGREEMENTS.  All agreements
between the Company and the Administrative Agent, any
Senior Lender or any Issuing Bank, whether now existing or
hereafter arising and whether written or oral, are hereby
expressly limited so that in no contingency or event
whatsoever, whether by reason of demand being made on the
Notes or otherwise, shall the amount paid, or agreed to be
paid, to the Administrative Agent, any Senior Lender or any
Issuing Bank for the use, forbearance, or detention of the
money to be loaned under this Agreement or otherwise or for
the payment or performance of any covenant or obligation
contained herein or in any other Loan Document exceed the
maximum amount permissible under applicable law.  If, as a
result of any circumstances whatsoever, fulfillment of any
provision hereof or of any of such documents, at the time
performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by applicable
usury law, then, ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity, and if,
from any such circumstance, the Administrative Agent, any
Senior Lender or any Issuing Bank shall ever receive
interest or anything which might be deemed interest under
applicable law which would exceed the highest lawful rate,
such amount which would be excessive interest shall be
applied to the reduction of the principal amount owing on
account of the Notes or the amounts owing on other
obligations of the Company to the Administrative Agent, any
Senior Lender or any Issuing Bank under the Loan Documents
and not to the payment of interest, or if such excessive
interest exceeds the unpaid balance of principal of the
Notes and the amounts owing on other obligations of the
Company to the Administrative Agent, any Senior Lender or
any Issuing Bank under the Loan Documents, as the case may
be, such excess shall be refunded to the Company.  All sums
paid or agreed to be paid to the Administrative Agent, any
Senior Lender or any Issuing Bank for the use, forbearance
or detention of the indebtedness of the Company to the
Administrative Agent, any Senior Lender or any Issuing Bank
shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full of the
principal (including the period of any renewal or extension
thereof) so that the interest on account of such
indebtedness shall not exceed the maximum amount permitted
by applicable law.  The terms and provisions of this
Section 12.22 shall control and supersede every other
provision of all agreements between the Company, the
Administrative Agent, the Senior Lenders and the Issuing
Banks.
     12.23    CONSTRUCTION.  The parties acknowledge that
each party and its counsel have reviewed and revised this
Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation
of this Agreement or any amendments or exhibits hereto.
     12.24    CONFIDENTIALITY.  Subject to
SECTION 12.01(C), the Senior Lenders shall hold all non-
public information obtained pursuant to the requirements of
this Agreement which has been identified as such by the
Company in accordance with its customary procedures for
handling confidential information of this nature and in
accordance with safe and sound banking practices and in any
event may make disclosure reasonably required by a bona
fide transferee or participant in connection with the
contemplated transfer of any Note or participation therein
or as required or requested by any Governmental Authority
or representative thereof or pursuant to legal

                                 85

<PAGE>
process; provided, that unless specifically prohibited by
applicable law or court order, each Senior Lender shall
notify the Company of any request by any Governmental
Authority or representative thereof (other than any such
request in connection with an examination of the financial
condition of such Senior Lender by such Governmental
Authority) for disclosure of any such non-public
information prior to disclosure of such information; and
further provided, that in no event shall any Senior Lender
be obligated or required to return any materials furnished
by the Company.






                  86

IN WITNESS WHEREOF, this Agreement has
been duly executed as of the date first above written.

BORROWER:              7-ELEVEN, INC.

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

                       Notice Address:
                    7-Eleven, Inc.
                    2711 North Haskell Avenue
                    Dallas, Texas 75221
                    Attn: Chief Financial Officer,
                      Vice President and Treasurer
                    Telephone No.  (214) 828-7844
                    Telecopier No. (214) 841-6571
                       with a copy to:
                    7-Eleven, Inc.
                    2711 North Haskell Avenue
                    Dallas, Texas 75221
                    Attn: Legal Department
                    Telephone No. (214) 828-7991
                         Telecopier No. (214) 828-7119











                             87

<PAGE>


ADMINISTRATIVE AGENT,
SENIOR LENDER AND
ISSUING BANK:           CITIBANK, N.A., as the Administrative
                         Agent, as a Senior Lender and as an
                         Issuing Bank

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

                        Notice Address/Domestic Lending
                        Office:

                         Citibank, N.A.
                         399 Park Avenue, 5th Floor, Zone 7
                         New York, New York  10043
                         Attn:  Robert A. Snell
                         Telephone No. (212) 559-3215
                         Telecopier No. (212) 793-7585

                        with a copy to:

                          Sidley & Austin
                          555 West Fifth Street
                          Los Angeles, California 90013
                          Attn: Michael D. Wright
                          Telephone No.  (213) 896-6000
                          Telecopier No.  (213) 896-6600

                        and, solely for purposes of
                          Section 6.01(k), a copy to:

                           Citibank, N.A.
                           Two Penns Way, Suite 200
                           New Castle, Delaware 19720
                           Attn: Ann Hieronimus
                           Telephone No. (302) 894-6034
                           Telecopier No. (302) 894-6120

                        Eurodollar Lending Office/Eurodollar
                         Affiliate:
                           Citibank, N.A.
                           399 Park Avenue
                           New York, New York  10043
                           Attn: Robert A. Snell
                           Telephone No. (212) 559-3215
                           Telecopier No. (212) 793-7585

                        Pro Rata Share:     18.01%

                        Commitment:     $36,035,114.85







                           88

<PAGE>

CO-AGENT, SENIOR LENDER
AND ISSUING BANK          THE SAKURA BANK, LIMITED, NEW
                            YORK BRANCH

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

                          Notice Address/Domestic Lending
                           Office:

                    The Sakura Bank, Limited, New
                     York Branch
                       101 Park Avenue
                       New York, New York  10178
                       Attn:  Toshihiro Funatsu
                       Telephone No. (212) 909-4521
                       Telecopier No. (212) 909-4599

                          with a copy to:

                      Simpson Thacher & Bartlett
                      425 Lexington Ave.
                      New York, New York 10017-3909
                      Attn: Terrence L. Dugan
                      Telecopier No.  (212) 455-2502


                          Eurodollar Lending Office /
                           Eurodollar Affiliate:

                      The Sakura Bank, Limited, New
                        York Branch
                      277 Park Avenue
                      New York, New York  10172
                      Attn:  Mariko Stewart
                      Telephone No. (212) 909-4471
                      Telecopier No. (212) 593-1798

                          Pro Rata Share:     18.01%

                          Commitment:     $36,035,114.85






                          89

<PAGE>

SENIOR LENDER
AND ISSUING BANK    THE ASAHI BANK, LTD., NEW YORK BRANCH

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

                    Notice Address/Domestic Lending Office:

                The Asahi Bank, Ltd., New York Branch
                1 World Trade Center
                Suite 6011
                New York, NY 10048-0476
                Attn:  Mr. Douglas E. Price
                       (Credit Matters)
                       Debbi Gopaul
                       (Administrative Matters)
                Telephone No.  (212) 432-6400
                Telecopier No.  (212) 432-1135


                    Eurodollar Lending Office/Eurodollar
                      Affiliate:

                The Asahi Bank, Ltd., New York Branch
                1 World Trade Center
                Suite 6011
                New York, NY 10048-0476
                Attn:  Mr. Douglas E. Price
                      (Credit Matters)
                       Debbi Gopaul
                      (Administrative Matters)
                Telephone No.  (212) 432-6400
                Telecopier No.  (212) 432-1135

                    Pro Rata Share:     16.37%

                    Commitment:     $32,759,195.36




                           90


<PAGE>

SENIOR LENDER
AND ISSUING BANK    THE BANK OF TOKYO - MITSUBISHI, LTD.,
                      NEW YORK BRANCH

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

                    Notice Address/Domestic Lending Office:

                The Bank of Tokyo - Mitsubishi Ltd.,
                  New York Branch
                1251 Avenue of the Americas, 12th Floor
                New York, New York 10020-1104
                Attn:  H. Tsuchiya/Japanese
                  Corporate Banking Dept.
                Telephone No.  (212) 782-4522
                Telecopier No.  (212) 782-6434

                    with a copy to:

                The Bank of Tokyo - Mitsubishi Ltd.,
                  New York Branch
                1251 Avenue of the Americas, 12th Floor
                New York, New York 10020-1104
                Attn:  H. Thornhill/Legal Department
                Telephone No.  (212) 782-4629
                Telecopier No.  (212) 782-6420

                    Eurodollar Lending Office/Eurodollar
                      Affiliate:

                The Bank of Tokyo - Mitsubishi Ltd.,
                  New York Branch
                1251 Avenue of the Americas, 12th Floor
                New York, New York 10020-1104
                Attn:  H. Tsuchiya/Japanese Corporate
                  Banking Dept.
                Telephone No.  (212) 782-4522
                Telecopier No.  (212) 782-6434

                    Pro Rata Share:     13.10%

                    Commitment:     $26,206,245.29





                          91

<PAGE>

SENIOR LENDER
AND ISSUING BANK        THE FUJI BANK, LIMITED

                        By
                          -------------------------------

                    Name:
                    Title:

                       Notice Address:

                     The Fuji Bank, Limited
                     225 W. Wacker Drive, Suite 2000
                     Chicago, IL 60606
                     Telephone: (312) 621-0507/(312)
                       621-0517
                     Telecopy:  (312) 621-9476
                     Attn:  Mr. Akira Majimi/
                              Ms. Kazue Ishii

                     Administrative Matters:
                     Attn: Ms. Chikako Kurihara
                     Telephone: (312) 621-9489
                     Telecopy: (312) 621-9476

                      Domestic and Eurodollar Lending
                       Office:

                     The Fuji Bank, Limited
                     The World Trade Center
                     New York, NY 10048
                     Attn:  Mr. Satoru Ochiai
                     Telephone No.(312) 621-0532
                     Telecopier No.  (312) 621-9476

                      Pro Rata Share:     13.10%

                      Commitment:     $26,206,245.29




                               92


<PAGE>

SENIOR LENDER
AND ISSUING BANK       THE INDUSTRIAL BANK OF JAPAN,
                       LIMITED NEW YORK BRANCH

                       By
                         ---------------------------
                   Name:  Kosuke Nakamura
                   Title: Senior Vice Presideny

                       Notice Address/Domestic Lending
                        Office:

                    The Industrial Bank of Japan,
                      Limited New York Branch
                    1251 Avenue of the Americas
                    New York, NY 10020
                    Attn:  Naoaki Saito
                    Telephone No.  (212) 282-3362
                    Telecopier No.  (212) 282-4492


                       Eurodollar Lending Office/Eurodollar
                             Affiliate:

                    The Industrial Bank of Japan,
                       Limited New York Branch
                    1251 Avenue of the Americas
                    New York, NY 10020
                    Attn:  Naoaki Saito
                    Telephone No.  (212) 282-3362
                    Telecopier No.  (212) 282-4492

                       Pro Rata Share:     13.10%

                       Commitment:     $26,206,245.29





                           93

<PAGE>

SENIOR LENDER
AND ISSUING BANK    DEUTSCHE BANK AG NEW YORK BRANCH
                     and/or CAYMAN ISLANDS BRANCH

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

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

                    Notice Address/Domestic Lending Office:

                Deutsche Bank AG New York Branch
                130 Liberty Street
                New York, New York 10006
                Attn: Carmen Melendez
                Telephone:  (212) 250-5367
                Telecopy:  (212) 669-1707

                    Eurodollar Lending Office/Eurodollar
                     Affiliate:

                Deutsche Bank AG Cayman Islands Branch
                c/o Deutsche Bank AG New York Branch
                130 Liberty Street
                New York, New York 10006
                Attn: Carmen Melendez
                Telephone:  (212) 250-5367
                Telecopy:  (212) 669-1707


                   Pro Rata Share:     3.27%

                   Commitment:     $6,551,839.07






                              94


<PAGE>

SENIOR LENDER       CIBC, INC.


                    By:
                      -----------------------------
                      Name:   Dominic J. Sorresso
                      Title:  Executive Director, CIBC
                              WORLD MARKETS CORP., as Agent

                    Notice Address and
                    Domestic Lending Office:

                      CIBC, Inc.
                      Two Paces West
                      2727 Paces Ferry Road, Suite 1200
                      Atlanta, GA 30339
                      Attn:  Sheila Gibson
                      Telecopier No. (770) 319-4955

                    Eurodollar Lending Office/Eurodollar
                     Affiliate:

                      CIBC, Inc.
                      Two Paces West
                      2727 Paces Ferry Road, Suite 1200
                      Atlanta, GA 30339
                      Attn:  Sheila Gibson
                      Telecopier No. (770) 319-4955


                    Pro Rata Share:                 5%

                    Commitment:     $10,000,000







                              95


ISSUING BANK        CANADIAN IMPERIAL BANK OF COMMERCE


                    By:
                       -------------------------------
                       Name:  Dominic J. Sorresso
                       Title: Executive Director,
                              CIBC WORLD MARKETS CORP.,
                              as Agent

                    Notice Address:

                       Canadian Imperial Bank of Commerce
                       Two Paces West
                       2727 Paces Ferry Road, Suite 1200
                       Atlanta, GA 30339
                       Attn:  Sheila Gibson
                       Telecopier No. (770) 319-4955











                                     96



	8