<PAGE>

                                                                     EXHIBIT 4.B

                                U.S. $200,000,000
                                CREDIT AGREEMENT
                     (SHORT TERM REVOLVING CREDIT FACILITY)


                           Dated as of August 31, 2001


                  This CREDIT AGREEMENT (this "AGREEMENT") is among VIAD CORP, a
Delaware corporation (the "BORROWER"), the banks (the "BANKS", together with
each financial institution which becomes a lender hereunder pursuant to Section
8.07, collectively the "LENDERS") listed on the signature pages hereof and
CITICORP USA, INC. ("CUSA"), as the administrative agent for the Lenders
hereunder (in such capacity, the "ADMINISTRATIVE AGENT"). Certain capitalized
terms have the meanings given to them in Section 1.01 hereof.

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


                  ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. CERTAIN DEFINED TERMS. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Additions to Capital" means the sum of (i) the aggregate net
proceeds, including cash and the fair market value of property other than cash
(as determined in good faith by the Board of Directors of the Borrower as
evidenced by a Board resolution), received by the Borrower from the issue or
sale (other than to a Subsidiary) of capital stock of the Borrower and (ii) the
aggregate of 25% of the after tax gain realized from unusual, extraordinary, and
major nonrecurring items including, but not limited to, the sale, transfer, or
other disposition of (x) any of the stock of the Borrower's Subsidiaries or (y)
substantially all of the assets of any geographic or other division or line of
business of the Borrower or any of its Subsidiaries (but excluding any after tax
loss realized on any such unusual, extraordinary, and major nonrecurring items
to the extent they exceed any after tax gains on such items).

                  "Adjusted Eurodollar Rate" means, for any Interest Period for
each Eurodollar Rate Advance comprising part of the same Borrowing, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the average
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such
average is not such a multiple) of the rate per annum at which deposits in
Dollars are offered by the principal office of each of the Reference Banks in
London, England to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period in
an amount substantially equal to the respective Reference Bank's Eurodollar Rate
Advance comprising part of such Borrowing and for a period equal to such
Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage. The Adjusted Eurodollar Rate for any Interest Period for
each Eurodollar Rate Advance comprising part of

                                                   Credit Agreement (Short Term)
<PAGE>
the same Borrowing shall be determined by the Administrative Agent on the basis
of applicable rates furnished to and received by the Administrative Agent from
the Reference Banks two Business Days before the first day of such Interest
Period, subject, however, to the provisions of Section 2.08.

                  "Administrative Agent" means CUSA, in its capacity as the
Administrative Agent for the Lenders, or any Person serving as its successor
agent.

                  "Advance" means a Committed Advance or a Bid Advance (and if
the Term Loan is made, the Term Loan).

                  "Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person.

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

                  "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base Rate
Advance, and such Lender's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance.

                  "Applicable Margin" means, for any period for which any
interest payment is to be made with respect to any Advance, the interest rate
per annum derived by dividing (i) the sum of the Daily Margins for each of the
days included in such period by (ii) the number of days included in such period.

                  "Arranger" means Salomon Smith Barney Inc.

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

                  "B of A" means Bank of America, N.A., formerly known as Bank
of America National Trust and Savings Association.

                  "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy" as now and hereafter in effect, or any successor statute.

                  "Base Rate" means, 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:

                   (a) the rate of interest announced publicly by Citibank in
New York, New York, from time to time, as Citibank's base rate (which is a rate
set by Citibank based upon various factors including Citibank's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate);

                                       2
                                                   Credit Agreement (Short Term)
<PAGE>
                   (b) the sum of (A) 1/2 of one percent per annum, plus (B) the
rate obtained by dividing (x) 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 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, in either case adjusted
to the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent,
to the next higher 1/4 of one percent), by (y) a percentage equal to 100% minus
the average of the daily percentages specified during such three-week period by
the Board of Governors of the Federal Reserve System for determining the maximum
reserve requirement (including, but not limited to, any marginal reserve
requirements for Citibank in respect of liabilities consisting of or including
(among other liabilities) three-month nonpersonal time deposits of at least
$100,000), plus (C) the average during such three-week period of the daily net
annual assessment rates estimated by Citibank for determining the current annual
assessment payable by Citibank to the Federal Deposit Insurance Corporation for
insuring three-month deposits in the United States; or

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.

                  "Base Rate Advance" means a Committed Advance which bears
interest at a rate per annum determined on the basis of the Base Rate, as
provided in Section 2.07(a).

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

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

                  "Bid Reduction" has the meaning specified in Section 2.01(a).

                  "Borrower" means Viad Corp, a Delaware corporation.

                  "Borrowing" means a Committed Borrowing or a Bid Borrowing.

                  "Business Day" means a day of the year on which banks are not
required or authorized to close in New York City or Los Angeles and, if the
applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market.

                  "Capital Lease" means, with respect to any Person, any lease
of any property by that Person as lessee which would, in conformity with GAAP,
be required to be accounted for as a capital lease on the balance sheet of that
Person.

                  "Cash" means money, currency or a credit balance in a deposit
account.

                                       3
                                                   Credit Agreement (Short Term)
<PAGE>
                  "Cash Equivalents" means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States government or issued
by any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within one year from the date of acquisition
thereof, (b) 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 year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating generally
obtainable from either S&P or Moody's, (c) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of A-1 or higher from S&P or P-1 or higher from Moody's, and (d)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any lender.

                  "Citibank" means Citibank, N.A.

                  "Closing Date" means the date this Agreement is executed and
the documents referred to in Section 3.01 are delivered to the Administrative
Agent, which shall be August 31, 2001 or such other date as may be agreed upon
by the Borrower and the Administrative Agent.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commitment" has the meaning specified in Section 2.01.

                  "Commitment Termination Date" means August 30, 2002, which is
the date that occurs 364 days from the Closing Date; provided, however, that,
subject to the provisions of Section 2.16 if any Lender has consented to an
extension request pursuant to Section 2.16 with regard to the then existing
Commitment Termination Date, the then existing Commitment Termination Date as to
such Lender shall be automatically extended for 364 days from the then existing
Termination Date.

                  "Committed Advance" means an advance by a Lender to the
Borrower as part of a borrowing consisting of simultaneous Advances from each of
the Lenders pursuant to Section 2.01 or Section 2.18 and refers to a Base Rate
Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of
Advance.

                  "Committed Borrowing" means a borrowing consisting of
simultaneous Committed Advances of the same Type made on the same day pursuant
to the same Notice of Borrowing by each of the Lenders pursuant to Section
2.01(b).

                  "Compliance Certificate" means a certificate substantially in
the form of Exhibit F hereto, delivered to the Lenders by the Borrower pursuant
to Section 5.01(b)(iii).

                  "Convert," "Conversion" and "Converted" each refers to a
conversion of Advances of one Type into Advances of another Type pursuant to
Section 2.09.

                  "CUSA" means Citicorp USA, Inc.

                                       4
                                                   Credit Agreement (Short Term)
<PAGE>
                  "Daily Margin" means, for any date of determination, for the
designated Level, Utilization Ratio applicable to such date of determination and
Type of Advance, the following interest rates per annum:

<TABLE>
<CAPTION>
                   Daily Margin when                           Daily Margin when
                   Utilization Ratio                           Utilization Ratio
                   is equal to or                              is greater than
                   less than 0.50:1.00                         0.50:1.00
                   -------------------                         -----------------

                       TYPE OF ADVANCE                             TYPE OF ADVANCE
                   -----------------------                     -----------------------

                   Base Rate         Eurodollar                Base Rate         Eurodollar
                    Advance         Rate Advance                Advance         Rate Advance
<S>                <C>              <C>                        <C>              <C>
 Level 1              0%              0.4150%                     .125%           0.5400%
 Level 2              0%              0.5250%                     .125%           0.6500%
 Level 3              0%              0.6250%                     .125%           0.7500%
 Level 4              0%              0.8250%                     .125%           0.9500%
 Level 5              0%              1.2500%                     .125%           1.3750%
</TABLE>

plus, (i) in each case, .25% per annum for any period for which any interest
payment is to be made if ending after the Termination Date until the Term Loan
Maturity Date and (ii) in each case, 2.00% per annum for any period upon the
occurrence and during the continuance of any Event of Default.

         For purposes of this definition, (a) "Utilization Ratio" means, as of
any date of determination, the ratio of (1) the sum of (A) the aggregate
outstanding principal amount of all Advances as of such date and (B) the
aggregate principal amount of all "Advances" plus the aggregate "Letter of
Credit Usage" as of such date (as such terms are defined in the Long Term Credit
Agreement) to (2) the sum of (A) the aggregate Commitments in effect as of such
date (whether used or unused) of all Lenders and (B) the aggregate "Commitments"
in effect as of such date (whether used or unused) of all "Lenders" (as such
terms are defined in the Long Term Credit Agreement), (b) if any change in the
rating established by S&P, Moody's or Fitch with respect to Long-Term Debt shall
result in a change in the Level, the change in the Daily Margin shall be
effective as of the date on which such rating change is publicly announced, and
(c) if the ratings established by any two of S&P, Moody's or Fitch with respect
to Long-Term Debt are unavailable for any reason for any day, then the
applicable level for such day shall be deemed to be Level 5 (or, if the
Requisite Lenders consent in writing, such other Level as may be reasonably
determined by the Requisite Lenders from a rating with respect to Long-Term Debt
for such day established by another rating agency reasonably acceptable to the
Requisite Lenders).

                  "Debt" means (i) indebtedness for borrowed money or for the
deferred purchase price of property or services, (ii) obligations as lessee
under Capital Leases, (iii) obligations under guarantees in respect of
indebtedness or in respect of obligations of others of the kinds referred to in
clause (i) or (ii) above, (iv) liabilities in respect of unfunded vested
benefits under Single Employer Plans, and (v) Withdrawal Liability incurred
under ERISA by the Borrower or any of its ERISA Affiliates to any Multi-employer
Plans; provided that "Debt" shall not include payment obligations in the
ordinary course of the business of TEC arising from (x) payments made by banks
on checks or money orders issued

                                       5
<PAGE>
by TEC and presented to such banks and (y) contingent obligations of TEC to
banks which have issued official checks drawn on TEC and have paid to TEC the
amounts of such official checks, to repay to such banks such amounts if such
official checks are not negotiated.

                  "Designated Bidder" means (i) an Eligible Assignee or (ii) a
special purpose corporation which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least "Prime-1"
by Moody's or "A-1" by S&P or a comparable rating from the successor or either
of them, that, in either case, (w) is organized under the laws of the United
States or any State thereof, (x) shall have become a party hereto pursuant to
Section 8.07(d), (e) and (f), (y) is not otherwise a Lender and (z) unless an
Event of Default shall have occurred and be continuing, shall have been
consented to by the Borrower, which consent shall not be unreasonably withheld.

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

                  "Dollars" and the sign "$" each means lawful money of the
United States of America.

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

                  "EBITDA" means, for any period, consolidated net income plus
provision for taxes of the Borrower and its Subsidiaries (excluding
extraordinary, unusual, or nonrecurring gains or losses), plus interest expense
of the Borrower and its Subsidiaries, plus depreciation expense of the Borrower
and its Subsidiaries, plus amortization of intangibles of the Borrower and its
Subsidiaries, as determined on a consolidated basis in conformity with GAAP;
provided that to the extent that during such period the Borrower or any of its
Subsidiaries has acquired or disposed of a business or businesses in any
transaction or series of related transactions, such calculations shall be made
as if such acquisition or disposition took place on the first day of such period
(on a pro forma basis for the portion of such period prior to the date of such
acquisition (or after the date of such disposition) and on an actual basis for
the portion of such period after the date of such acquisition (or before the
date of such disposition)).

                  "Eligible Assignee" means (i) a commercial bank organized
under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100,000,000; (ii) a commercial bank organized
under the laws of any other country which is a member of the Organization for
Economical Cooperation and Development (the "OECD"), or a political subdivision
of any such country and having a combined capital and surplus of at least
$100,000,000, provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is also
a member of the OECD;

                                       6
                                                   Credit Agreement (Short Term)
<PAGE>
and (iii) any Person engaged in the business of lending and that is an Affiliate
of a Lender or of a Person of which a Lender is a Subsidiary.

                  "Environmental Law" means any and all statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental
restrictions of any federal, state or local governmental authority within the
United States or any State or territory thereof and which relate to the
environment or the release of any materials into the environment.

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

                  "ERISA Affiliate" means any Person who for purposes of Title
IV of ERISA is a member of the Borrower's controlled group, or under common
control with the Borrower, within the meaning of Section 414 of the Code and the
regulations promulgated and rulings issued thereunder.

                  "ERISA Event" means (i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, unless the 30-day notice
requirement with respect thereto has been waived by the PBGC; (ii) the provision
by the administrator of any Pension Plan of a notice of intent to terminate such
Pension Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice
with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii)
the cessation of operations at a facility in the circumstances described in
Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an ERISA
Affiliate from a Multiple Employer Plan during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (v) the failure
by the Borrower or any ERISA Affiliate to make a payment to a Pension Plan
required under Section 302(f)(1) of ERISA, which Section imposes a lien for
failure to make required payments; (vi) the adoption of an amendment to a
Pension Plan requiring the provision of security to such Pension Plan, pursuant
to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to
terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the occurrence
of any event or condition which, in the reasonable judgment of the Borrower,
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, a Pension Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

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

                  "Eurodollar Rate Advance" means a Committed Advance which
bears interest as provided in Section 2.07(b) and/or a Bid Advance which bears
interest based on the Adjusted Eurodollar Rate as provided in Section 2.03(a).

                                       7
                                                   Credit Agreement (Short Term)
<PAGE>
                  "Eurodollar Rate Reserve Percentage" for any Interest Period
for any Eurodollar Rate Advance means the reserve percentage applicable during
such Interest Period (or if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirements (including, without limitation, any emergency, supplemental or
other marginal reserve requirement) for member banks in the Federal Reserve
System with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Existing Credit Agreement" means that certain amended and
restated credit agreement, dated as of July 24, 1996, by and among the Borrower,
previously known as The Dial Corp, Citibank and B of A, as agents, and the
lenders named therein, as such agreement has been and may be amended from time
to time.

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

                  "Fee Letter" means that certain fee letter, dated as of July
30, 2001, by and between the Administrative Agent, SSBI and the Borrower.

                  "Fitch" means Fitch, Inc. or any successor thereto that is a
nationally-recognized rating agency.

                  "Fixed Rate" means, for the period for each Fixed Rate Advance
comprising part of the same Bid Borrowing, the fixed interest rate per annum
determined for such Advance, as provided in Section 2.03(a).

                  "Fixed Rate Advance" means a Bid Advance which bears interest
at a fixed rate per annum determined as provided in Section 2.03(a).

                  "Funded Debt" means outstanding Debt of the Borrower and its
Subsidiaries of the kind described in clauses (i), (ii) and (iii) of the
definition of Debt.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be

                                       8
                                                   Credit Agreement (Short Term)
<PAGE>
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.

                  "Hostile Acquisition" means the acquisition of the capital
stock or other equity interests of a Person (the "Target") through a tender
offer or similar solicitation of the owners of such capital stock or other
equity interests which has not been approved (prior to such acquisition) by
resolutions of the Board of Directors of the Target or by similar action if the
Target is not a corporation and as to which such approval has not been
withdrawn.

                  "Insufficiency" means, with respect to any Pension Plan, the
amount, if any, of its unfunded benefit liabilities, as defined in Section
4001(a)(18) of ERISA.

                  "Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advance, or on the date of continuation of such Advance as a
Eurodollar Rate Advance upon expiration of successive Interest Periods
applicable thereto, or on the date of Conversion of a Base Rate Advance into a
Eurodollar Rate Advance, and ending on the last day of the period selected by
the Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one, two, three or six months, as the Borrower may
select in the Notice of Borrowing or the Notice of Conversion/Continuation for
such Advance; provided, however, that:

                  (i) the Borrower may not select any Interest Period which ends
         after the earliest Commitment Termination Date of any Lender then in
         effect (or after the Term Loan Maturity Date if such Advances comprise
         all or a part of the Term Loan);

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

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

                  "Lenders" means (i) the Banks listed on the signature pages of
the Agreement, (ii) each Eligible Assignee that shall become a party hereto
pursuant to Section 8.07 and (iii) except when used in reference to a Committed
Advance, a Committed Borrowing, a Commitment or a related term, each Designated
Bidder.

                  "Level" means Level 1, Level 2, Level 3, Level 4 or Level 5,
as the case may be.

                  "Level 1" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to or higher than at least two of the
following: A- from S&P, A3 from Moody's and/or A- from Fitch.

                                       9
                                                   Credit Agreement (Short Term)
<PAGE>
                  "Level 2" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB+
from S&P, Baa1 from Moody's and/or BBB+ from Fitch.

                  "Level 3" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB
from S&P, Baa2 from Moody's and/or BBB from Fitch.

                  "Level 4" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB-
from S&P, Baa3 from Moody's and/or BBB- from Fitch.

                  "Level 5" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is less than the ratings required for Levels 1
through 4, or that Levels 1 through 4 do not apply or cannot be applied.

                  "Lien" means any lien, mortgage, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof).

                  "Loan Documents" means this Agreement, any promissory notes
delivered pursuant to this Agreement and the related documents.

                  "Long Term Credit Agreement" means the Amended and Restated
Credit Agreement (Long Term Revolving Credit Facility) among Borrower, Greyhound
Canada Holdings, Inc. as the Canadian borrower, the Administrative Agent,
Citibank Canada as special administrative agent for the Canadian lenders, and
the lenders party thereto of even date herewith.

                  "Long-Term Debt" means senior, unsecured, non-credit enhanced
long term debt securities of the Borrower.

                  "Margin Stock" has the meaning assigned to that term in
Regulation U promulgated by the Board of Governors of the Federal Reserve
System, as in effect from time to time.

                  "Material Subsidiary" means any Subsidiary of the Borrower
having total assets in excess of $10,000,000.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor thereto that is a nationally-recognized rating agency.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of
the Borrower is making, or is obligated to make, contributions or has within any
of the preceding six plan years been obligated to make or accrue contributions.

                                       10
                                                   Credit Agreement (Short Term)
<PAGE>
                  "Multiple Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or an ERISA Affiliate and at least one Person other than the
Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of
which the Borrower or an ERISA Affiliate could have liability under Section
4063, 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.

                  "Net Income" means net income in accordance with GAAP.

                  "Net Worth" means minority interests, preferred stock and
common stock and other equity, as shown on the consolidated balance sheet of the
Borrower and its Subsidiaries.

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

                  "Notice of Borrowing" means a Notice of Committed Borrowing, a
Notice of Bid Borrowing or a Notice of Term Loan Borrowing, as the case may be.

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

                  "Notice of Conversion/Continuation" has the meaning specified
in Section 2.09.

                  "Notice of Term Loan Borrowing" has the meaning specified in
Section 2.18(b).

                  "Payment Office" means the principal office of CUSA, located
on the date hereof at 2 Penns Way, Suite 200, New Castle, Delaware, 19720 (or
such other place as the Administrative Agent may designate by notice to the
Borrower and the Lenders from time to time).

                  "PBGC" means the U.S. Pension Benefit Guaranty Corporation.

                  "Pension Plan" means a Single Employer Plan or a Multiple
Employer Plan or both.

                  "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

                  "Potential Event of Default" means a condition or event which,
after notice or lapse of time or both, would constitute an Event of Default if
that condition or event were not cured or removed within any applicable grace or
cure period.

                  "Reference Banks" means Citibank, J.P. Morgan Chase & Co and
Bank One, NA.

                  "Register" has the meaning specified in Section 8.07(g).

                                       11
                                                   Credit Agreement (Short Term)
<PAGE>
                  "Requisite Lenders" means at any time Lenders holding more
than 50% of the then aggregate unpaid principal amount of the Committed Advances
held by Lenders, or, if no such principal amount is then outstanding, Lenders
having more than 50% of the Commitments (provided that, for purposes hereof,
neither the Borrower, nor any of its Affiliates, if a Lender, shall be included
in (i) the Lenders holding such amount of the Committed Advances or having such
amount of the Commitments or (ii) determining the aggregate unpaid principal
amount of the Committed Advances or the total Commitments).

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies or any successor thereto that is a nationally-recognized
rating agency.

                  "SEC" means the Securities and Exchange Commission and any
successor agency.
                  "Single Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or any ERISA Affiliate and no Person other than the Borrower and
its ERISA Affiliates or (ii) was so maintained and in respect of which the
Borrower or an ERISA Affiliate could have liability under Section 4062 or 4069
of ERISA in the event such plan has been or were to be terminated.

                  "SSBI" means Salomon Smith Barney Inc.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which at least 50% of the total voting
power of shares of stock or other securities entitled to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof.

                  "Swaps" means, with respect to any Person, payment obligations
with respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency.

                  "TEC" means Travelers Express Company, Inc., a Subsidiary of
the Borrower.

                  "Term Loan" has the meaning specified in Section 2.18.

                  "Term Loan Maturity Date" shall be the date occurring one year
after the date on which the Term Loan is made.

                  "Termination Date" means, with respect to any Lender, the
earlier of (x) the Commitment Termination Date of such Lender and (y) the date
of termination in whole of the Commitments of all Lenders pursuant to Sections
2.05, 2.06(b) or 6.01.

                  "Total Utilization of Commitments" means at any date of
determination the aggregate principal amount of all Advances (including Advances
comprising the Term Loan) made by the Lenders outstanding at such date.

                                       12
                                                   Credit Agreement (Short Term)
<PAGE>
                  "Type" means, with reference to an Advance, a Base Rate
Advance, a Eurodollar Rate Advance, or a Fixed Rate Advance.

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

                  SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding".

                  SECTION 1.03. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP. All
computations determining compliance with financial covenants or terms, including
definitions used therein, shall be prepared in accordance with generally
accepted accounting principles in effect at the time of the preparation of, and
in conformity with those used to prepare, the historical financial statements
delivered to the Lenders pursuant to Section 4.01(e). If at any time the
computations for determining compliance with financial covenants or provisions
relating thereto utilize generally accepted accounting principles different than
those then being utilized in the financial statements being delivered to the
Lenders, such financial statements shall be accompanied by a reconciliation
statement.

                  ARTICLE II. AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01.  THE COMMITTED ADVANCES.

                  (a) Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Committed Advances to the Borrower from time to
time on any Business Day during the period from the Closing Date until the
Termination Date of such Lender in an aggregate amount not to exceed at any time
outstanding the amount set forth opposite such Lender's name on Schedule II of
this Agreement or, if such Lender has entered into any Assignment and
Acceptance, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 8.07(g), as such amount may be reduced
pursuant to Section 2.05 (such Lender's "Commitment"); provided that the
aggregate amount of the Commitments of the Lenders shall be deemed used from
time to time to the extent of the aggregate amount of the Bid Advances and such
deemed use of the aggregate amount of the Commitments shall be applied to the
Lenders ratably according to their respective Commitments (such deemed use of
the aggregate amount of the Commitments resulting from the Bid Advances being
the "Bid Reduction"); provided further that (i) in no event shall the aggregate
principal amount of Committed Advances from any Lender outstanding at any time
exceed its Commitment then in effect and (ii) the Total Utilization of
Commitments shall not exceed the aggregate Commitments then in effect. On the
Closing Date, the aggregate of all Commitments in effect hereunder is
$200,000,000.

                  (b) Each Committed Borrowing shall be in an aggregate amount
not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof
and shall consist of Committed Advances of the same Type made on the same day by
the Lenders ratably

                                       13
                                                   Credit Agreement (Short Term)
<PAGE>
according to their respective Commitments. Within the limits of each Lender's
Commitment, the Borrower may from time to time borrow, prepay pursuant to
Section 2.06(c) and reborrow under this Section 2.01.

                  SECTION 2.02.  MAKING THE COMMITTED ADVANCES

                  (a) Each Committed Borrowing shall be made on notice, given
not later than (x) 11:00 A.M. (New York City time) on the date of a proposed
Committed Borrowing consisting of Base Rate Advances and (y) 11:00 A.M. (New
York City time) on the third Business Day prior to the date of a proposed
Committed Borrowing consisting of Eurodollar Rate Advances, by the Borrower to
the Administrative Agent, which shall give to each Lender prompt notice thereof
by telecopier, telex or cable. Each such notice of a Committed Borrowing (a
"Notice of Committed Borrowing") shall be by telecopier, telex or cable,
confirmed immediately in writing, in substantially the form of Exhibit A-1
hereto, specifying therein the requested (i) date of such Committed Borrowing,
(ii) Type of Committed Advances comprising such Committed Borrowing, (iii)
aggregate amount of such Committed Borrowing, and (iv) in the case of a
Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest
Period for each such Committed Advance. The Borrower may, subject to the
conditions herein provided, borrow more than one Committed Borrowing on any
Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the
case of a Committed Borrowing consisting of Base Rate Advances and before 11:00
A.M. (New York City time) in the case of a Committed Borrowing consisting of
Eurodollar Rate Advances, in each case on the date of such Committed Borrowing,
make available for the account of its Applicable Lending Office to the
Administrative Agent at its address referred to in Section 8.02, in same day
funds, such Lender's ratable portion of such Committed Borrowing. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower at the Administrative Agent's
aforesaid address.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding,

                           (i) the Borrower may not select Eurodollar Rate
         Advances for any Committed Borrowing or with respect to the Conversion
         or continuance of any Committed Borrowing if the aggregate amount of
         such Committed Borrowing or such Conversion or continuance is less than
         $5,000,000;

                           (ii) there shall be no more than five Interest
         Periods relating to Committed Borrowings consisting of Eurodollar Rate
         Advances outstanding at any time;

                           (iii) if any Lender shall, at least one Business Day
         before the date of any requested Committed Borrowing, notify the
         Administrative Agent that the introduction of or any change in or in
         the interpretation of any law or regulation makes it unlawful, or that
         any central bank or other governmental authority asserts that it is
         unlawful, for such Lender or its Eurodollar Lending Office to perform
         its obligations hereunder to make Eurodollar Rate Advances or to fund
         or maintain Eurodollar Rate Advances hereunder, the Commitment of such
         Lender to make

                                       14
                                                   Credit Agreement (Short Term)
<PAGE>
         Eurodollar Rate Advances or to Convert all or any portion of Base Rate
         Advances shall forthwith be suspended until the Administrative Agent
         shall notify the Borrower that such Lender has determined that the
         circumstances causing such suspension no longer exist and such Lender's
         then outstanding Eurodollar Rate Advances, if any, shall be Base Rate
         Advances; to the extent that such affected Eurodollar Rate Advances
         become Base Rate Advances, all payments of principal that would have
         been otherwise applied to such Eurodollar Rate Advances shall be
         applied instead to such Lender's Base Rate Advances; provided that if
         Requisite Lenders are subject to the same illegality or assertion of
         illegality, then the right of the Borrower to select Eurodollar Rate
         Advances for such Committed Borrowing or any subsequent Committed
         Borrowing or to Convert all or any portion of Base Rate Advances shall
         forthwith be suspended until the Administrative Agent shall notify the
         Borrower that the circumstances causing such suspension no longer
         exist, and each Committed Advance comprising such Committed Borrowing
         shall be a Base Rate Advance;

                           (iv) if fewer than two Reference Banks furnish timely
         information to the Administrative Agent for determining the Adjusted
         Eurodollar Rate for any Eurodollar Rate Advances comprising any
         requested Committed Borrowing, the right of the Borrower to select
         Eurodollar Rate Advances for such Committed Borrowing or any subsequent
         Committed Borrowing shall be suspended until the Administrative Agent
         shall notify the Borrower and the Lenders that the circumstances
         causing such suspension no longer exist, and each Advance comprising
         such Committed Borrowing shall be made as a Base Rate Advance; and

                           (v) if the Requisite Lenders shall, at least one
         Business Day before the date of any requested Committed Borrowing,
         notify the Administrative Agent that the Adjusted Eurodollar Rate for
         Eurodollar Rate Advances comprising such Committed Borrowing will not
         adequately reflect the cost to such Requisite Lenders of making,
         funding or maintaining their respective Eurodollar Rate Advances for
         such Committed Borrowing, the right of the Borrower to select
         Eurodollar Rate Advances for such Committed Borrowing or any subsequent
         Committed Borrowing shall be suspended until the Administrative Agent
         shall notify the Borrower and the Lenders that the circumstances
         causing such suspension no longer exist, and each Committed Advance
         comprising such Committed Borrowing shall be made as a Base Rate
         Advance.

                  (c) Each Notice of Committed Borrowing shall be irrevocable
and binding on the Borrower. In the case of any Committed Borrowing which the
related Notice of Committed Borrowing specifies is to be comprised of Eurodollar
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be
made by such Lender as part of such Committed Borrowing or by reason of the
termination of hedging or other similar arrangements, in each case when such
Advance is not made on such date (other than by reason of (i) a breach of a
Lender's obligations hereunder or (ii) a suspension of Eurodollar Rate Advances
under clauses (iii), (iv) or (v) of paragraph (b) of this Section 2.02),
including without limitation, as

                                       15
                                                   Credit Agreement (Short Term)
<PAGE>
a result of any failure to fulfill on or before the date specified in such
Notice of Committed Borrowing for such Committed Borrowing the applicable
conditions set forth in Article III.

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

                  (e) The failure of any Lender to make the Advance to be made
by it as part of any Committed Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Committed Borrowing.

                  SECTION 2.03. MAKING THE BID ADVANCES.

                  (a) Each Lender severally agrees that the Borrower may make
Bid Borrowings in Dollars under this Section 2.03 from time to time on any
Business Day during the period from the Closing Date until the date occurring
one month prior to the Commitment Termination Date, in the manner set forth
below; provided that, after giving effect to the making of each Bid Borrowing,
the Total Utilization of Commitments shall not exceed the aggregate Commitments
then in effect and the aggregate amount of the Bid Advances of all Lenders then
outstanding shall not exceed the aggregate Commitments then in effect.

                           (i) The Borrower may request a Bid Borrowing under
         this Section 2.03 by delivering to the Administrative Agent, by
         telecopier, telex or cable, confirmed immediately in writing, a notice
         of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the
         form of Exhibit A-2 hereto, specifying the date and aggregate amount of
         the proposed Bid Borrowing, the maturity date for repayment of each Bid
         Advance to be made as part of such Bid Borrowing (which maturity date
         may not be earlier than the date occurring thirty (30) days (in the
         case of Fixed Rate Advances) or one (1) month (in the case of
         Eurodollar Rate Advances) after the date of such Bid Borrowing, or in
         any case later than the Termination Date), whether the Lenders should
         offer to make Fixed Rate Advances or Eurodollar Rate Advances, the

                                       16
                                                   Credit Agreement (Short Term)
<PAGE>
         interest payment date or dates relating thereto, and any other terms to
         be applicable to such Bid Borrowing, not later than 10:00 A.M. (New
         York City time) (A) at least one (1) Business Day prior to the date of
         a proposed Bid Borrowing consisting of Fixed Rate Advances and (B) at
         least four (4) Business Days prior to the date of a proposed Bid
         Borrowing consisting of Eurodollar Rate Advances. The Administrative
         Agent shall in turn promptly notify each Lender of each request for a
         Bid Borrowing received by it from the Borrower by sending such Lender a
         copy of the related Notice of Bid Borrowing.

                           (ii) Each Lender may, if, in its sole discretion, it
         elects to do so, irrevocably offer to make one or more Bid Advances to
         the Borrower as part of such proposed Bid Borrowing at a Fixed Rate or
         Rates or a margin or margins relative to the Adjusted Eurodollar Rate,
         as requested by the Borrower. Each Lender electing to make such an
         offer shall do so by notifying the Administrative Agent (which shall
         give prompt notice thereof to the Borrower), before 10:00 A.M. (New
         York City time) (A) the date of such proposed Bid Borrowing, in the
         case of a Notice of Bid Borrowing delivered pursuant to clause (A) of
         paragraph (i) above and (B) three (3) Business Days before the date of
         such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing
         delivered pursuant to clause (B) of paragraph (i) above, of the amount
         of each Bid Advance which such Lender would be willing to make as part
         of such proposed Bid Borrowing (which amount may, subject to the
         proviso to the first sentence of this Section 2.03(a), exceed such
         Lender's Commitment, if any), the Fixed Rate or Rates or margin or
         margins relative to the Adjusted Eurodollar Rate, as requested by the
         Borrower, which such Lender would be willing to accept for such Bid
         Advance and such Lender's Applicable Lending Office with respect to
         such Bid Advance; provided that if the Administrative Agent in its
         capacity as a Lender, or any affiliate of the Administrative Agent in
         its capacity as a Lender, shall, in its sole discretion, elect to make
         any such offer, it shall notify the Borrower of such offer before 9:00
         A.M. (New York City time) on the date on which notice of such election
         is to be given to the Administrative Agent by the other Lenders.

                           (iii) The Borrower, in turn, (A) before 12:00 P.M.
         (New York City time) the date of such proposed Bid Borrowing, in the
         case of a Notice of Bid Borrowing delivered pursuant to clause (A) of
         paragraph (i) above and (B) before 12:00 Noon (New York City time)
         three (3) Business Days before the date of such proposed Bid Borrowing,
         in the case of a Notice of Bid Borrowing delivered pursuant to clause
         (B) of paragraph (i) above, either

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

                  (y) accept one or more of the offers made by any Lender or
                  Lenders pursuant to paragraph (ii) above, in its sole
                  discretion, by giving notice to the Administrative Agent of
                  the amount of each Bid Advance to be made by each Lender as
                  part of such Bid Borrowing, and reject any remaining offers
                  made by Lenders pursuant to paragraph (ii) above by giving the
                  Administrative Agent notice to that effect; provided that
                  acceptance of offers may only be

                                       17
                                                   Credit Agreement (Short Term)
<PAGE>
                  made on the basis of ascending rates for Bid Borrowings of the
                  same Type and duration; and provided further that the Borrower
                  may not accept offers in excess of the aggregate amount
                  requested in the Notice of Bid Borrowing; and provided further
                  still if offers are made by two or more Lenders for the same
                  Type of Bid Borrowing for the same duration and with the same
                  rate of interest, in an aggregate amount which is greater than
                  the amount requested, such offers shall be accepted on a pro
                  rata basis in proportion to the amount of the offer made by
                  each such Lender.

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

                           (v) If the Borrower accepts (which acceptance may not
         be revoked) one or more of the offers made by any Lender or Lenders
         pursuant to paragraph (iii)(y) above, the Administrative Agent shall in
         turn promptly notify (A) each Lender that has made an offer as
         described in paragraph (ii) above, of the date and aggregate amount of
         such Bid Borrowing and whether or not any offer or offers made by such
         Lender pursuant to paragraph (ii) above have been accepted by the
         Borrower, (B) each Lender that is to make a Bid Advance as part of such
         Bid Borrowing, of the amount of each Bid Advance to be made by such
         Lender as part of such Bid Borrowing, and (C) each Lender that is to
         make a Bid Advance as part of such Bid Borrowing, upon receipt, that
         the Administrative Agent has received forms of documents appearing to
         fulfill the applicable conditions set forth in Article III.

                  (b) Each Lender that is to make a Bid Advance as part of a Bid
Borrowing shall, before 1:00 P.M. (New York City time) on the date of such Bid
Borrowing specified in the Notice of Bid Borrowing relating thereto, make
available for the account of its Applicable Lending Office to the Administrative
Agent at such account maintained at the Payment Office for Dollars as shall have
been notified by the Administrative Agent to the Lenders prior thereto and in
same day funds, such Lender's portion of such Bid Borrowing. Upon fulfillment of
the applicable conditions set forth in Article III and after receipt by the
Administrative Agent of such funds, the Administrative Agent will make such
funds available to the Borrower at the aforesaid applicable Payment Office.
Promptly after each Bid Borrowing the Administrative Agent will notify each
Lender of the amount of the Bid Borrowing, the consequent Bid Reduction and the
dates upon which such Bid Reduction commenced and will terminate. The Borrower
shall indemnify each Lender which is to make a Bid Advance (as a result of the
acceptance by the Borrower of one or more offers by such Lender) as part of a
Bid Borrowing against any loss, cost or expense incurred by such Lender by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund the Bid Advance to be made by such Lender as part of such
Bid Borrowing or by reason of the termination of hedging or other similar
arrangements, in each case when such Bid Advance is not made on such date (other
than by reason of a breach of a Lender's obligations hereunder), including
without limitation, as a result of any failure to fulfill on or before the date
specified in such notice of Bid Borrowing for such Bid Borrowing the applicable
conditions set forth in Article III.

                                       18
                                                   Credit Agreement (Short Term)
<PAGE>
                  (c) Each Bid Borrowing shall be in an aggregate principal
amount of not less than $5,000,000 with increments of $1,000,000 and, following
the making of each Bid Borrowing, the Borrower and each Lender shall be in
compliance with the limitations set forth in the proviso to the first sentence
of subsection (a) above.

                  (d) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (e) below, and reborrow under this
Section 2.03; provided that a Notice of Bid Borrowing shall not be given within
seven (7) Business Days of the date of any other Notice of Bid Borrowing.

                  (e) The Borrower shall repay to the Administrative Agent for
the account of each Lender which has made, or holds the right to repayment of, a
Bid Advance to such Borrower on the maturity date of each Bid Advance (such
maturity date being that specified by the Borrower for repayment of such Bid
Advance in the related Notice of Bid Borrowing delivered pursuant to subsection
(a)(i) above) the then unpaid principal amount of such Bid Advance. The Borrower
shall not have the right to prepay any principal amount of any Bid Advance
unless, and then only on the terms, specified by the Borrower for such Bid
Advance in the related Notice of Bid Borrowing delivered pursuant to subsection
(a)(i) above.

                  (f) The Borrower shall pay interest on the unpaid principal
amount of each Bid Advance from the date of such Bid Advance to the date the
principal amount of such Bid Advance is repaid in full, at the rate of interest
for such Bid Advance specified by the Lender making such Bid Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii) above,
payable on the interest payment date or dates specified by the Borrower for such
Bid Advance in the related Notice of Bid Borrowing delivered pursuant to
subsection (a)(i) above; provided that any principal amount of any Bid Rate
Advance which is not paid when due (whether at stated maturity, by acceleration
or otherwise) shall bear interest from the date on which such amount is due
until such amount is paid in full, payable on demand, at a rate per annum equal
at all times to (A) until the scheduled maturity date of such Bid Advances, the
greater of (x) 2% per annum above the Base Rate in effect from time to time and
(y) 2% per annum above the rate per annum required to be paid on such amount
immediately prior to the date on which such amount became due, and (B) from and
after the scheduled maturity date of such Bid Advances, 2% per annum above the
Base Rate in effect from time to time.

                  SECTION 2.04. FEES.

                  (a) Facility Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (other than the Designated
Bidders) a facility fee on such Lender's daily average Commitment, whether used
or unused and without giving effect to any Bid Reduction, from the Closing Date
in the case of each initial Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender, in each case until the Termination Date of such Lender, such
facility fees to be calculated on the basis of a 360-day year and payable
quarterly in arrears on the last day of each March, June, September and December
during the term of such Lender's Commitment, commencing September 30, 2001 and
on the

                                       19
                                                   Credit Agreement (Short Term)
<PAGE>
Termination Date of such Lender, in an amount equal to the product of (i) such
Lender's daily average Commitment, whether used or unused and without giving
effect to any Bid Reduction, in effect during the period for which such payment
that is to be made times (ii) the weighted average rate per annum that is
derived from the following rates: (a) a rate of 0.085% per annum with respect to
each day during such period that the ratings with respect to Long-Term Debt were
at Level 1, (b) a rate of 0.100% per annum with respect to each day during such
period that such ratings were at Level 2, (c) a rate of 0.125% per annum with
respect to each day during such period that such ratings were at Level 3, (d) a
rate of 0.175% per annum with respect to each day during such period that such
ratings were at Level 4, and (e) at the rate of 0.2500% per annum with respect
to each day during such period that such ratings were at Level 5; provided that
no facility fee will be payable after the Term Loan has been made pursuant to
Section 2.18. If any change in the rating established by S&P, Moody's or Fitch
with respect to Long-Term Debt shall result in a change in the Level, the change
in the commitment fee shall be effective as of the date on which such rating
change is publicly announced. If the ratings established by any two of S&P,
Moody's or Fitch with respect to Long-Term Debt are unavailable for any reason
for any day, then the applicable level for purposes of calculating the
commitment fee for such day shall be deemed to be Level 5 (or, if the Requisite
Lenders consent in writing, such other Level as may be reasonably determined by
the Requisite Lenders from a rating with respect to Long-Term Debt for such day
established by another rating agency reasonably acceptable to the Requisite
Lenders).

                  (b) Bid Advance Administration Fee. The Borrower agrees to pay
the Administrative Agent for its own account a handling fee as set forth in the
Fee Letter in connection with each request for a Bid Advance pursuant to Section
2.03.

                  (c) The Administrative Agent's Fees. The Borrower agrees to
pay to the Administrative Agent the fees payable pursuant to the Fee Letter.

                  SECTION 2.05.  TERMINATION AND REDUCTION OF THE COMMITMENTS.

                  (a) Mandatory Termination. In the event that a mandatory
prepayment in full of the Advances is required by the Requisite Lenders pursuant
to Section 2.06(b) (whether or not there are Advances outstanding), the
Commitments of the Lenders shall immediately terminate.

                  (b) Optional Reductions. The Borrower shall have the right,
upon at least three (3) Business Days' notice to the Administrative Agent, to
terminate in whole or reduce ratably in part the unused portions of the
respective Commitments of the Lenders; provided that (i) each partial reduction
shall be in the aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof, and (ii) the aggregate of the Commitments of the
Lenders shall not be reduced to an amount which is less than the Total
Utilization of Commitments.

                  (c) No Reinstatement. Once so reduced or terminated pursuant
to this Section 2.05, Commitments of the Lenders shall not be reinstated.

                  SECTION 2.06. REPAYMENT AND PREPAYMENT OF ADVANCES.

                                       20
                                                   Credit Agreement (Short Term)
<PAGE>
                  (a) Mandatory Repayment on Certain Date. The Borrower shall
repay the outstanding principal amount of each Advance (other than the Advances
comprising the Term Loan) as follows: (i) for each Committed Advance made by
each Lender on the Termination Date of such Lender, and (ii) for each Bid
Advance at the maturity date specified in the Notice of Bid Borrowing.

                  (b) Mandatory Prepayment in Certain Events. If any one of the
following events shall occur:

                           (i) any Person or Persons acting in concert shall
         acquire beneficial ownership of more than 40% of the Borrower's voting
         stock; or

                           (ii) during any period of up to 12 months,
         individuals who at the beginning of such period were directors of the
         Borrower shall cease to constitute a majority of the Borrower's board
         of directors; or

                           (iii) the Company or any of its Material Subsidiaries
         shall convey, transfer, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or a substantial
         portion of its assets (whether now owned or hereafter acquired) to any
         Person; or

                           (iv) any Debt which is outstanding in a principal
         amount of at least $25,000,000 in the aggregate (but excluding Debt
         arising under this Agreement) of the Borrower or any of its
         Subsidiaries (as the case may be) shall be required to be prepaid
         (other than by a regularly scheduled required prepayment or by a
         required prepayment of insurance proceeds or by a required prepayment
         as a result of formulas based on asset sales or excess cash flow),
         redeemed, purchased or defeased, or an offer to prepay, redeem,
         purchase or defease such Debt shall be required to be made, in each
         case prior to the stated maturity thereof (other than as set forth in
         Section 6.01(d));


then, and in any such event, if the Administrative Agent shall have received
notice from any Lender (or the Requisite Lenders with respect to Section
2.06(b)(iv)) that such Lender or Lenders elect to have the Advances prepaid in
full and the Commitments terminated and the Administrative Agent shall have
provided notice to the Borrower that the Advances are to be prepaid in full and
the Commitments are to be terminated, (A) the Borrower shall immediately prepay
in full the Advances, together with interest accrued to the date of prepayment
and will reimburse the Lenders in respect thereof pursuant to Section 8.04(b)
and (B) the Commitments shall immediately terminate.

                  (c) Voluntary Prepayments of Committed Borrowings.

                           (i) The Borrower shall have no right to prepay any
         principal amount of any Advances other than as provided in this
         subsection (c).

                           (ii) The Borrower may, upon notice to the
         Administrative Agent no later than 11:00 A.M. (New York time) (i) on
         the date the Borrower proposes to

                                       21
                                                   Credit Agreement (Short Term)
<PAGE>
         prepay Committed Advances in the case of Base Rate Advances and (ii) at
         least two (2) Business Days' notice to the Administrative Agent in the
         case of Eurodollar Rate Advances, stating the proposed date and
         aggregate principal amount of the prepayment, and if such notice is
         given the Borrower shall, prepay the outstanding principal amounts of
         the Advances comprising part of the same Committed Borrowing in whole
         or ratably in part; provided, however, that (x) each partial prepayment
         shall be in an aggregate principal amount not less than $5,000,000 and
         integral multiples of $1,000,000 in excess thereof, and (y) in the case
         of any such prepayment of any Eurodollar Rate Advance, the Borrower
         shall pay all accrued interest to the date of such prepayment on the
         portion of such Eurodollar Rate Advance being prepaid and shall be
         obligated to reimburse the Lenders in respect thereof pursuant to
         Section 8.04(b).

                  (d) No Prepayment of Bid Borrowings. The Borrower shall have
no right to prepay any principal amount of any Bid Advances.

                  (e) Term Loan. If the Term Loan is made, Borrower shall repay
the Term Loan, together with all accrued and unpaid interest thereon, on the
Term Loan Maturity Date and may prepay the Term Loan in accordance with Section
2.06(c) above. Amounts paid in respect of the Term Loan may not be reborrowed.

                  SECTION 2.07. INTEREST ON COMMITTED ADVANCES. The Borrower
shall pay to each Lender interest accrued on the principal amount of each
Committed Advance outstanding from time to time from the date of such Advance
until such principal amount shall be paid in full, at the following rates per
annum:

                  (a) Base Rate Advances. If such Committed Advance is a Base
Rate Advance, a rate per annum equal at all times to (i) the Base Rate in effect
from time to time plus (ii) the Applicable Margin, if any, payable quarterly in
arrears on the last day of each March, June, September and December during the
term of this Agreement, commencing September 30, 2001, and on the Termination
Date of the applicable Lender and, if the Term Loan is made, on the Term Loan
Maturity Date; provided that any amount of principal, interest, fees and other
amounts payable under this Agreement (including, without limitation, the
principal amount of Base Rate Advances, but excluding the principal amount of
Eurodollar Rate Advances) which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest from the date on
which such amount is due until such amount is paid in full, payable on demand,
at a rate per annum equal at all times to 2% per annum above the Base Rate in
effect from time to time.

                  (b) Eurodollar Rate Advances. If such Committed Advance is a
Eurodollar Rate Advance, a rate per annum equal at all times during the Interest
Period for such Advance to the sum of (i) the Adjusted Eurodollar Rate for such
Interest Period plus (ii) the Applicable Margin, payable in arrears on the last
day of such Interest Period and, if such Interest Period has a duration of more
than three months, on the day which occurs during such Interest Period three
months from the first day of such Interest Period; provided that any principal
amount of any Eurodollar Rate Advance which is not paid when due (whether at
stated maturity, by acceleration or otherwise) shall bear interest from the date
on which such

                                       22
                                                   Credit Agreement (Short Term)
<PAGE>
amount is due until such amount is paid in full, payable on demand, at a rate
per annum equal at all times to (A) during the Interest Period applicable to
such Eurodollar Rate Advance, the greater of (x) 2% per annum above the Base
Rate in effect from time to time and (y) 2% per annum above the rate per annum
required to be paid on such amount immediately prior to the date on which such
amount became due and (B) after the expiration of such Interest Period, 2% per
annum above the Base Rate in effect from time to time.

                  SECTION 2.08. INTEREST RATE DETERMINATION.

                  (a) Each Reference Bank agrees to furnish to the
Administrative Agent timely information for the purpose of determining each
Adjusted Eurodollar Rate. If any one or more of the Reference Banks shall not
furnish such timely information to the Administrative Agent for the purpose of
determining any such interest rate, the Administrative Agent shall determine
such interest rate on the basis of timely information furnished by the remaining
Reference Banks, subject to Section 2.02(b)(iv).

                  (b) The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.07(a) or 2.07(b), and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.07(b).

                  SECTION 2.09. VOLUNTARY CONVERSION OR CONTINUATION OF
COMMITTED ADVANCES.

                  (a) The Borrower may on any Business Day, upon notice given to
the Administrative Agent not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed Conversion or continuance
(a "Notice of Conversion/Continuation") and subject to the provisions of Section
2.02(b), (1) Convert all Committed Advances of one Type comprising the same
Committed Borrowing into Advances of another Type and (2) upon the expiration of
any Interest Period applicable to Committed Advances which are Eurodollar Rate
Advances, continue all (or, subject to Section 2.02(b), any portion of) such
Advances as Eurodollar Rate Advances and the succeeding Interest Period(s) of
such continued Advances shall commence on the last day of the Interest Period of
the Advances to be continued; provided, however, that any Conversion of any
Eurodollar Rate Advances into Base Rate Advances shall be made on, and only on,
the last day of an Interest Period for such Eurodollar Rate Advances. Each such
Notice of Conversion/Continuation shall, within the restrictions specified
above, specify (i) the date of such continuation or Conversion, (ii) the
Committed Advances (or, subject to Section 2.02(b), any portion thereof) to be
continued or Converted, (iii) if such continuation is of, or such Conversion is
into, Eurodollar Rate Advances, the duration of the Interest Period for each
such Committed Advance, and (iv) in the case of a continuation of or a
Conversion into a Eurodollar Rate Advance, that no Potential Event of Default or
Event of Default has occurred and is continuing.

                  (b) If upon the expiration of the then existing Interest
Period applicable to any Committed Advance which is a Eurodollar Rate Advance,
the Borrower shall not have

                                       23
                                                   Credit Agreement (Short Term)
<PAGE>
delivered a Notice of Conversion/Continuation in accordance with this Section
2.09, then such Advance shall upon such expiration automatically be Converted to
a Base Rate Advance.

                  (c) After the occurrence of and during the continuance of a
Potential Event of Default or an Event of Default, the Borrower may not elect to
have an Advance be made or continued as, or Converted into, a Eurodollar Rate
Advance after the expiration of any Interest Period then in effect for that
Advance.

                  SECTION 2.10. INCREASED COSTS.

                  (a) If, due to either (i) the introduction of or any change
(other than any change by way of imposition or increase of reserve requirements
in the case of Eurodollar Rate Advances included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances, then the Borrower shall from time to time,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost.
A reasonably detailed certificate as to the amount and manner of calculation of
such increased cost, submitted to the Borrower and the Administrative Agent by
such Lender, shall be conclusive and binding for all purposes, absent manifest
error.

                  (b) If any Lender (other than Designated Bidders) determines
that compliance with any law or regulation or any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender and that
the amount of such capital is increased by or based upon the existence of such
Lender's commitment to lend hereunder and other commitments of this type, then,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall immediately pay to the Administrative Agent for the
account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder. A reasonably detailed certificate as to
such amounts and the manner of calculation thereof submitted to the Borrower and
the Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

                  (c) If a Lender shall change its Applicable Lending Office,
such Lender shall not be entitled to receive any greater payment under Sections
2.10 and 2.12 than the amount such Lender would have been entitled to receive if
it had not changed its Applicable Lending Office, unless such change was made at
the request of the Borrower or at a time when the circumstances giving rise to
such greater payment did not exist.

                                       24
                                                   Credit Agreement (Short Term)
<PAGE>
                  SECTION 2.11. PAYMENTS AND COMPUTATIONS.

                  (a) The Borrower shall make each payment hereunder not later
than 1:00 P.M. (New York City time) on the day when due in Dollars to the
Administrative Agent at its address referred to in Section 8.02 in same day
funds. Subject to the immediately succeeding sentence, the Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or commitment fees ratably (other than amounts
payable pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date
is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for
the account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender to such Lender
for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon receipt of principal or
interest paid after an Event of Default and an acceleration or a deemed
acceleration of amounts due hereunder, the Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest ratably in accordance with each Lender's outstanding
Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the
Lenders for the account of their respective Applicable Lending Offices. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(g), from and after
the effective date specified in such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

                  (b) All computations of interest based on the Base Rate shall
be made by the Administrative Agent on the basis of a year of 365 or 366 days,
as the case may be, and all computations of interest based on the Adjusted
Eurodollar Rate, the Federal Funds Rate or the Fixed Rate and of commitment fees
shall be made by the Administrative Agent on the basis of a year of 360 days, in
each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or such fees are
payable. Each determination by the Administrative Agent of an interest rate
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

                  (c) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be; provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the

                                       25
                                                   Credit Agreement (Short Term)
<PAGE>
extent that the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

                  SECTION 2.12.  TAXES.

                  (a) Any and all payments by the Borrower hereunder shall be
made, in accordance with Section 2.11, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding (i) in the
case of each Lender and the Administrative Agent, taxes imposed on its income,
and franchise taxes imposed on it, by the jurisdiction under the laws of which
such Lender or the Administrative Agent (as the case may be) is organized or any
political subdivision thereof or in which its principal office is located, (ii)
in the case of each Lender taxes imposed on its net income, and franchise taxes
imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or
any political subdivision thereof and (iii) in the case of each Lender and the
Administrative Agent, taxes imposed by the United States by means of withholding
at the source if and to the extent that such taxes shall be in effect and shall
be applicable on the date hereof in the case of each Bank and on the effective
date of the Assignment and Acceptance pursuant to which it became a Lender in
the case of each other Lender, on payments to be made to the Administrative
Agent or such Lender's Applicable Lending Office (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender
or the Administrative Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) such Lender or
the Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

                  (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from the execution, delivery or registration of,
or otherwise with respect to, this Agreement (hereinafter referred to as "Other
Taxes").

                  (c) The Borrower will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.12) paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within 30 days from the date such Lender or
the Administrative Agent (as the case may be) makes written demand therefor.

                                       26
                                                   Credit Agreement (Short Term)
<PAGE>
                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent, at its address referred to in
Section 8.02, the original or a certified copy of a receipt evidencing payment
thereof.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Bank and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
the Borrower with Internal Revenue Service W-8BEN or W-8ECI, as appropriate, or
any successor form prescribed by the Internal Revenue Service, certifying that
such Lender is entitled to benefits under an income tax treaty to which the
United States is a party which reduces the rate of withholding tax on payments
of interest or certifying that the income receivable pursuant to this Agreement
is effectively connected with the conduct of a trade or business in the United
States. If the form provided by a Lender at the time such Lender first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from "Taxes" as defined in Section 2.12(a).

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form described in Section 2.12(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
otherwise is not required under the first sentence of subsection (e) above),
such Lender shall not be entitled to indemnification under Section 2.12(a) with
respect to Taxes imposed by the United States; provided, however, that should a
Lender become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall, at the expense of such Lender, take such steps as
the Lender shall reasonably request to assist the Lender to recover such Taxes.

                  (g) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 2.12 shall survive the payment in full of principal
and interest hereunder.

                  SECTION 2.13. SHARING OF PAYMENTS, ETC. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances made by it (other
than pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date is
not the same for all Lenders, pursuant to Section 2.06(a)) in excess of its
ratable share of payments on account of the Committed Advances obtained by all
the Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Committed Advances made by them as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing

                                       27
                                                   Credit Agreement (Short Term)
<PAGE>
Lender in respect of the total amount so recovered. The Borrower agrees that any
Lender so purchasing a participation from another Lender pursuant to this
Section 2.13 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

                  SECTION 2.14. EVIDENCE OF DEBT.

                  (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Advance owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.

                  (b) The Register maintained by the Administrative Agent
pursuant to Section 8.07(g) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded
(i) the date, amount and tenor, as applicable, of each Borrowing, the Type of
Advances comprising such Borrowing and the Interest Period applicable thereto,
(ii) the terms of each Assignment and Acceptance delivered to and accepted by
it, (iii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder, and (iv) the amount
of any sum received by the Administrative Agent from the Borrower hereunder and
each Lender's share thereof.

                  (c) The entries made in the Register shall be conclusive and
binding for all purposes, absent manifest error.

                  (d) If, in the opinion of any Lender, a promissory note or
other evidence of debt is required, appropriate or desirable to reflect or
enforce the indebtedness of the Borrower resulting from the Committed Advances
or Bid Advances made, or to be made, by such Lender to the Borrower, then, upon
request of such Lender, the Borrower shall promptly execute and deliver to such
Lender a promissory note substantially in the form of Exhibit G-1 in the case of
Committed Advances and Exhibit G-2 in the case of Bid Advances, payable to the
order of such Lender in an amount up to the maximum amount of Committed Advances
or Bid Advances, as the case may be, payable or to be payable by such Borrower
to the Lender from time to time hereunder.

                  SECTION 2.15. USE OF PROCEEDS.

                  (a) Advances shall be used by the Borrower for commercial
paper backup and for general corporate purposes; provided that proceeds of
Advances and proceeds of commercial paper as to which this Agreement provides
backup shall not be used for any Hostile Acquisition.

                  (b) No portion of the proceeds of any Advances under this
Agreement shall be used by the Borrower or any of its Subsidiaries in any manner
which might cause the Advances or the application of such proceeds to violate,
or require any Lender to make any filing or take any other action under
Regulation U, Regulation T, or Regulation X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board or

                                       28
                                                   Credit Agreement (Short Term)
<PAGE>
to violate the Securities Exchange Act of 1934, in each case as in effect on the
date or dates of such Advances and such use of proceeds.

                  SECTION 2.16. EXTENSION OF THE COMMITMENT TERMINATION DATE.
The Borrower may, upon not less than 45 days (but not more than 60 days) notice
prior to the then current Commitment Termination Date to the Administrative
Agent (which shall notify each Lender of receipt of such request), propose to
extend the Commitment Termination Date for an additional 364 days measured from
the Commitment Termination Date then in effect. Each Lender shall endeavor to
respond to such request, whether affirmatively or negatively (such determination
to be in the sole discretion of such Lender), by notice to the Administrative
Agent no earlier than 30 days prior to the then current Commitment Termination
Date (but in any event no later than 20 days prior to the then current
Commitment Termination Date). Subject to the execution by the Borrower, the
Administrative Agent and such Lenders of a duly completed Extension Agreement in
substantially the form of Exhibit E hereto, the Commitment Termination Date
applicable to the Commitment of each Lender so affirmatively notifying the
Administrative Agent shall be extended for the period specified above; provided
that if the Administrative Agent receives a Notice of Borrowing of the Term Loan
pursuant to the provisions of Section 2.18 no Commitment Termination Date of any
Lender shall be extended and the Term Loan shall be made in accordance with
Section 2.18; and provided further that no Commitment Termination Date of any
Lender shall be extended unless Lenders having more than 50% in aggregate amount
of the original Commitments hereunder shall have elected so to extend their
Commitments. Any Lender which does not give such notice to the Administrative
Agent by the date 20 days prior to the Commitment Termination Date then in
effect shall be deemed to have elected not to extend as requested, and the
Commitment of each non-extending Lender shall terminate on its Termination Date
determined without giving effect to such requested extension. The Administrative
Agent shall notify the Borrower in writing of each Lender's decision no later
than 15 days prior to the then existing Commitment Termination Date.

                  SECTION 2.17. SUBSTITUTION OF LENDERS. If any Lender requests
compensation from the Borrower under Section 2.10 (a) or (b) or Section 2.12 or
if any Lender declines to extend its Commitment Termination Date pursuant to
Section 2.16, the Borrower shall have the right, with the assistance of the
Administrative Agent, to seek one or more Eligible Assignees (which may be one
or more of the Lenders) reasonably satisfactory to the Administrative Agent and
the Borrower to purchase the Advances and assume the Commitments of such Lender,
and the Borrower, the Administrative Agent, such Lender, and such Eligible
Assignees shall execute and deliver an appropriately completed Assignment and
Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights
to and the assumption of obligations by such Eligible Assignees; provided that
(i) such requesting Lender shall be entitled to compensation under Section 2.10
and 2.12 for any costs incurred by it prior to its replacement, (ii) no Event of
Default or Potential Event of Default has occurred and is continuing, (iii) the
Borrower has satisfied all of its obligations under the Loan Documents relating
to such Lender, including without limitation obligations, if any, under Section
8.04(b), (iv) in the case of the Commitments of any Lenders that have declined
to extend their Commitment Termination Date pursuant to Section 2.16, the
Lenders that have extended their Commitment Termination Date pursuant to Section
2.16 shall on a

                                       29
                                                   Credit Agreement (Short Term)
<PAGE>
ratable basis have the right (but no obligation), for a period of seven days
following receipt of notice from the Administrative Agent at the request of the
Borrower that the Commitments of non-extending Lenders may be assumed, to assume
the Commitments of such declining Lenders before any other Eligible Assignees
assume such Commitments, and (v) the Borrower shall have paid the Administrative
Agent a $3,000 administrative fee if such replacement Lender is not an existing
Lender.

                  SECTION 2.18 TERM LOAN.

                  (a) Each Lender severally agrees on the terms and conditions
set forth in this Agreement to make Advances to the Borrower (upon request of
the Borrower pursuant to this Agreement) on the Termination Date in an amount up
to the sum of (i) the outstanding principal amount of the Advances made by such
Lender to the Borrower and outstanding as of the opening of business on the
Termination Date plus (ii) the amount available to be borrowed as Advances from
such Lender as of the opening of business on the Termination Date. The aggregate
of such Advances is collectively called the "Term Loan".

                  (b) The Term Loan shall be made upon the irrevocable written
notice (including notice via facsimile confirmed immediately by a telephone
call) of the Borrower in the form of a Notice of Term Loan Borrowing (a "Notice
of Term Loan Borrowing"), in substantially the form of Exhibit A-3 hereto (which
notice must be received by the Administrative Agent not later than 11:00 A.M.
New York City time not less than three (3) Business Days prior to the
Termination Date), specifying: (A) the amount of the Term Loan which shall be in
a principal amount not more than the sum of (i) the aggregate principal amount
of the Advances which will be outstanding as of the opening of business on the
Termination Date, plus (ii) the amount available to be borrowed from the Lenders
as of the opening of business on the Termination Date; (B) whether the Term Loan
is to be comprised of Base Rate Advances or Eurodollar Rate Advances, and the
amount of such Advances; and (C) the Interest Period(s) applicable to the
Advances included in such notice; provided that the Term Loan shall be made only
if the Borrower, in accordance with Section 2.16, shall have requested that the
then current Termination Date be extended; provided, further, that if the Term
Loan is made no Termination Date of any Lender shall be extended.

                  (c) The proceeds of the Term Loan made by the Lenders, to the
extent required, will be used to pay the principal amount of the Advances made
by the Lenders outstanding as of the opening of business on the Termination
Date.

                  ARTICLE III. CONDITIONS OF EFFECTIVENESS AND LENDING

                  SECTION 3.01. CONDITIONS PRECEDENT TO CLOSING. The Closing
Date shall be deemed to have occurred when this Agreement shall have been
executed and delivered by the parties hereto and:

                  (a) The Administrative Agent shall have received the
following, each dated the Closing Date or within two days prior to the Closing
Date unless otherwise indicated, and each in form and substance satisfactory to
the Administrative Agent unless otherwise indicated and in sufficient copies for
each Lender:

                                       30
                                                   Credit Agreement (Short Term)
<PAGE>
                           (i) Copies of resolutions of the Board of Directors
         of the Borrower (or its Executive Committee, together with evidence of
         the authority of the Executive Committee) approving this Agreement, and
         of all documents evidencing other necessary corporate action and
         governmental approvals, if any, with respect to this Agreement,
         certified as of a recent date prior to the Closing Date.

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

                           (iii) Certified copies of the Borrower's Certificate
         of Incorporation, together with good standing certificates from the
         state of Delaware and the jurisdiction of the Borrower's principal
         place of business, each to be dated a recent date prior to the Closing
         Date;

                           (iv) Copies of the Borrower's Bylaws, certified as of
         the Closing Date by their respective Secretary or an Assistant
         Secretary;

                           (v) Executed originals of this Agreement, the
         promissory notes, if requested, evidencing any Advances to be made at
         Closing, and the other documents to be delivered by the Borrower
         hereunder;

                           (vi) A favorable opinion of the General Counsel of
         the Borrower, substantially in the form of Exhibit C hereto;

                           (vii) A favorable opinion of O'Melveny & Myers LLP,
         counsel for the Administrative Agent, substantially in the form of
         Exhibit D hereto;

                           (viii) A certificate of an authorized officer of the
         Borrower to the effect that since December 31, 2000, there has been no
         material adverse change in the operations, business or financial or
         other condition or properties of the Borrower and its Subsidiaries;

                           (ix) A certificate of an authorized officer of the
         Borrower, in form and substance satisfactory to the Administrative
         Agent, to the effect that (a) the representations and warranties in
         Article IV are true, correct and complete in all material respects on
         and as of the Closing Date to the same extent as though made on and as
         of that date (or, to the extent such representations and warranties
         specifically relate to an earlier date, that such representations and
         warranties were true, correct and complete in all material respects on
         and as of such earlier date); (b) the Borrower has performed in all
         material respects all agreements and satisfied all conditions which
         this Agreement provides shall be performed or satisfied by it on or
         before the Closing Date; and (c) no event has occurred and is
         continuing, or would result from the Borrowings made on and as of the
         Closing Date or from the application of the proceeds from such
         Borrowings, which constitutes an Event of Default or a Potential Event
         of Default;

                                       31
                                                   Credit Agreement (Short Term)
<PAGE>
                  (b) Evidence that the Long Term Credit Agreement has been duly
executed and delivered and the Closing Date thereunder has occurred; and

                  (c) The Administrative Agent shall have received such other
approvals, opinions or documents as the Requisite Lenders through the
Administrative Agent may reasonably request.

                  SECTION 3.02. CONDITIONS PRECEDENT TO EACH COMMITTED
BORROWING. The obligation of each Lender to make a Committed Advance on the
occasion of a Committed Borrowing (including the initial Committed Borrowing)
shall be subject to the further conditions precedent that (x) the Administrative
Agent shall have received a Notice of Committed Borrowing with respect thereto
in accordance with Section 2.02 and (y) on the date of such Borrowing (a) the
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by the Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):

                           (i) The representations and warranties of the
         Borrower contained in Section 4.01 are correct on and as of the date of
         such Borrowing, before and after giving effect to such Borrowing and to
         the application of the proceeds therefrom, as though made on and as of
         such date, except to the extent that any such representation or
         warranty expressly relates only to an earlier date, in which case they
         were correct as of such earlier date; and

                           (ii) No event has occurred and is continuing, or
         would result from such Borrowing or from the application of the
         proceeds therefrom, which constitutes an Event of Default, or a
         Potential Event of Default;


and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as the Requisite Lenders through the Administrative Agent
may reasonably request.

                  SECTION 3.03. CONDITIONS PRECEDENT TO EACH BID BORROWING. The
obligation of each Lender to make a Bid Advance on the occasion of a Bid
Borrowing (including the initial Bid Borrowing) shall be subject to the further
conditions precedent that (x) the Administrative Agent shall have received a
Notice of Bid Borrowing with respect thereto in accordance with Section 2.03 and
(y) on the date of such Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Bid Borrowing and the acceptance
by the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):

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

                                       32
                                                   Credit Agreement (Short Term)
<PAGE>
         or warranty expressly relates only to an earlier date, in which case
         they were correct as of such earlier date; and

                           (ii) No event has occurred and is continuing, or
         would result from such Borrowing or from the application of the
         proceeds therefrom, which constitutes an Event of Default, or a
         Potential Event of Default.

                  ARTICLE IV. REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:

                  (a) Due Organization, etc. The Borrower and each Material
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation. The Borrower
and each of its Material Subsidiaries are qualified to do business in and are in
good standing under the laws of each jurisdiction in which failure to be so
qualified would have a material adverse effect on the Borrower and its
Subsidiaries, taken as a whole.

                  (b) Due Authorization, etc. The execution, delivery and
performance by the Borrower of this Agreement and the other Loan Documents are
within the Borrower's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) the Borrower's Certificate
of Incorporation or (ii) applicable law or any material contractual restriction
binding on or affecting the Borrower.

                  (c) Governmental Consent. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Borrower of this Agreement and the other Loan Documents.

                  (d) Validity. This Agreement is the legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms subject to the effect of applicable bankruptcy, insolvency,
arrangement, moratorium and other similar laws affecting creditors' rights
generally and to the application of general principles of equity.

                  (e) Condition of the Borrower. The consolidated balance sheet
of the Borrower and its Subsidiaries as at December 31, 2000, and the related
consolidated statements of income and retained earnings of the Borrower and its
Subsidiaries for the fiscal year then ended, copies of which have been
previously furnished to each Bank, and the consolidated balance sheet of the
Borrower and its Subsidiaries as at June 30, 2001 and the statements of
consolidated income of the Borrower and its Subsidiaries for the six months then
ended, all of which financial statements may have been delivered electronically,
fairly present the consolidated financial condition of the Borrower and its
Subsidiaries as at such date and the results of the operations of the Borrower
and its Subsidiaries for the periods ended on such dates, all in accordance with
GAAP consistently applied, and as of the Closing Date, there has been no
material adverse change in the business, condition (financial or otherwise),
operations or properties of the Borrower and its Subsidiaries, taken as a whole,
since December 31, 2000.

                                       33
                                                   Credit Agreement (Short Term)
<PAGE>
                  (f) Litigation. (i) There is no pending or threatened action,
investigation, litigation or proceeding against the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator, and (ii) to
the knowledge of the Borrower, there is no pending or threatened action,
investigation, litigation or proceeding affecting the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator, which in
either case, in the reasonable judgment of the Borrower could reasonably be
expected to materially adversely affect the financial condition or operations of
the Borrower and its Subsidiaries, taken as a whole, or with respect to actions
of third parties which purports to affect the legality, validity or
enforceability of this Agreement.

                  (g) Margin Regulations. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System), and no proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying any margin stock in any manner that violates, or would
cause a violation of, Regulation T, Regulation U or Regulation X. Less than 25
percent of the fair market value of the assets of (i) the Borrower or (ii) the
Borrower and its Subsidiaries consists of Margin Stock.

                  (h) Payment of Taxes. The Borrower and each of its
Subsidiaries have filed or caused to be filed all material tax returns (federal,
state, local and foreign) required to be filed and paid all material amounts of
taxes shown thereon to be due, including interest and penalties, except for such
taxes as are being contested in good faith and by proper proceedings and with
respect to which appropriate reserves are being maintained by the Borrower or
any such Subsidiary, as the case may be.

                  (i) Governmental Regulation. The Borrower is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940,
each as amended, or to any Federal or state statute or regulation limiting its
ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower
is subject to any regulation that would limit the ability of the Borrower to
enter into or perform its obligations under this Agreement.

                  (j) ERISA.

                           (i) No ERISA Event which might result in liability of
         the Borrower or any of its ERISA Affiliates in excess of $10,000,000
         (or, in the case of an event described in clause (v) of the definition
         of ERISA Event, $750,000) (other than for premiums payable under Title
         IV of ERISA) has occurred or is reasonably expected to occur with
         respect to any Pension Plan.

                           (ii) Schedule B (Actuarial Information) to the most
         recently completed annual report prior to the Closing Date (Form 5500
         Series) for each Pension Plan, copies of which have been filed with the
         Internal Revenue Service and furnished to the Administrative Agent, is
         complete and, to the best knowledge of the Borrower, accurate, and
         since the date of such Schedule B there has been no material adverse
         change in the funding status of any such Pension Plan.

                                       34
                                                   Credit Agreement (Short Term)
<PAGE>
                           (iii) Neither the Borrower nor any ERISA Affiliate
         has incurred, or, to the best knowledge of the Borrower, is reasonably
         expected to incur, any Withdrawal Liability to any Multiemployer Plan
         which has not been satisfied or which is or might be in excess of
         $10,000,000.

                           (iv) Neither the Borrower nor any ERISA Affiliate has
         been notified by the sponsor of a Multiemployer Plan that such
         Multiemployer Plan is in reorganization or has been terminated, within
         the meaning of Title IV of ERISA, and, to the best knowledge of the
         Borrower, no Multiemployer Plan is reasonably expected to be in
         reorganization or to be terminated within the meaning of Title IV of
         ERISA.

                  (k) Environmental Matters. (i) The Borrower and each of its
Subsidiaries is in compliance in all material respects with all Environmental
Laws the non-compliance with which could reasonably be expected to have a
material adverse effect on the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole, and (ii) there has been no "release or
threatened release of a hazardous substance" (as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601 et seq.) or any other release, emission or discharge into
the environment of any hazardous or toxic substance, pollutant or other
materials from the Borrower's or its Subsidiaries' property other than as
permitted under applicable Environmental Law and other than those which would
not have a material adverse effect on the financial condition or operations of
the Borrower and its Subsidiaries, taken as a whole. Other than disposals (A)
for which the Borrower has been indemnified in full or (B) which would not have
a material adverse effect on the financial condition or operations of the
Borrower and its Subsidiaries, taken as a whole, all "hazardous waste" (as
defined by the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq. (1976) and the regulations thereunder, 40 CFR Part 261 ("RCRA")) generated
at the Borrower's or any Subsidiaries' properties have in the past been and
shall continue to be disposed of at sites which maintain valid permits under
RCRA and any applicable state or local Environmental Law.

                  (l) Maintenance of Properties. The Borrower will, and will
cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear or damage from
casualty excepted, all material properties used or useful in the business of the
Borrower and its Subsidiaries and from time to time will make or use its
reasonable efforts to cause to be made all appropriate repairs, renewals and
replacements thereof.

                  (m) Disclosure. As of the Closing Date, to the best of the
Borrower's knowledge, no representation or warranty of the Borrower or any of
its Subsidiaries contained in this Agreement or any other Loan Document or in
any other document, certificate or written statement furnished to the Lenders on
behalf of the Borrower or any of its Subsidiaries contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements contained in such agreements, documents, certificates and
statements not misleading in light of the circumstances in which the same were
made.

                                       35
                                                   Credit Agreement (Short Term)
<PAGE>
                  (n) Compliance with Applicable Laws. Neither the Borrower nor
any of its Subsidiaries is in default with respect to any judgment, order, writ,
injunction, decree or decision of any governmental authority the effect of which
default could reasonably be expected to have a material adverse effect. Each of
the Borrower and its Subsidiaries is complying in all material respects with all
statutes, regulations, rules and orders applicable to the Borrower or such
Subsidiary of all governmental authorities the violation of which could
reasonably be expected to have a material adverse effect.

                  ARTICLE V. COVENANTS OF THE BORROWER

                  SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will, unless the Requisite Lenders shall otherwise consent in writing:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, with all applicable laws, rules, regulations and orders,
such compliance to include, without limitation, (i) complying with all
Environmental Laws and (ii) paying before the same become delinquent all taxes,
assessments and governmental charges imposed upon it or upon its property except
to the extent contested in good faith, except where failure to so comply would
not have a material adverse effect on the business, condition (financial or
otherwise), operations or properties of the Borrower and its Subsidiaries, taken
as a whole.

                  (b) Reporting Requirements. Furnish to the Administrative
Agent (in sufficient quantity for delivery to each Lender or electronically) for
prompt distribution by the Administrative Agent to the Lenders and furnish to
the Documentation Agent:

                           (i) as soon as available and in any event within 60
         days after the end of each of the first three quarters of each fiscal
         year of the Borrower, consolidated balance sheets as of the end of such
         quarter and consolidated statements of source and application of funds
         of the Borrower and its Subsidiaries and consolidated statements of
         income and retained earnings of the Borrower and its Subsidiaries for
         such quarter and the period commencing at the end of the previous
         fiscal year and ending with the end of such quarter and certified by
         the chief financial officer or chief accounting officer of the
         Borrower;

                           (ii) as soon as available and in any event within 120
         days after the end of each fiscal year of the Borrower, a copy of the
         annual audit report for such year for the Borrower and its
         Subsidiaries, containing financial statements (including a consolidated
         balance sheet and consolidated statement of income and cash flows of
         the Borrower and its Subsidiaries) for such year, certified by and
         accompanied by an opinion of Deloitte & Touche or other nationally
         recognized independent public accountants. The opinion shall be
         unqualified (as to going concern, scope of audit and disagreements over
         the accounting or other treatment of offsets) and shall state that such
         consolidated financial statements present fairly in all material
         respects the financial position of the Borrower and its Subsidiaries as
         at the dates indicated and the results of their operations and cash
         flow for the periods indicated in conformity with

                                       36
                                                   Credit Agreement (Short Term)
<PAGE>
         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;

                           (iii) together with each delivery of the report of
         the Borrower and its Subsidiaries pursuant to subsections (i) and (ii)
         above, a Compliance Certificate for the applicable accounting period
         executed by the chief financial officer or treasurer of the Borrower
         demonstrating in reasonable detail compliance during and at the end of
         such accounting periods with the restrictions contained in Section
         5.02(e) and (f) (and setting forth the arithmetical computation
         required to show such compliance) and stating that the signer has
         reviewed the terms of this Agreement 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 Borrower and its Subsidiaries 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 the signer does not have knowledge of
         the existence as at the date of the compliance certificate, of any
         condition or event that 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 Borrower has taken, is taking and proposes to take with respect
         thereto;

                           (iv) as soon as possible and in any event within five
         days after the occurrence of each Event of Default and each Potential
         Event of Default, continuing on the date of such statement, a statement
         of an authorized financial officer of the Borrower setting forth
         details of such Event of Default or event and the action which the
         Borrower has taken and proposes to take with respect thereto;

                           (v) promptly after any material change in accounting
         policies or reporting practices, notice and a description in reasonable
         detail of such change;

                           (vi) promptly and in any event within 30 days after
         the Borrower or any ERISA Affiliate knows or has reason to know that
         any ERISA Event referred to in clause (i) of the definition of ERISA
         Event with respect to any Pension Plan has occurred which might result
         in liability to the PBGC a statement of the chief accounting officer of
         the Borrower describing such ERISA Event and the action, if any, that
         the Borrower or such ERISA Affiliate has taken or proposes to take with
         respect thereto;

                           (vii) promptly and in any event within 15 days after
         the Borrower or any ERISA Affiliate knows or has reason to know that
         any ERISA Event (other than an ERISA Event referred to in (vi) above)
         with respect to any Pension Plan has occurred which might result in
         liability to the PBGC in excess of $100,000, a statement of the chief
         accounting officer of the Borrower describing such ERISA Event and the
         action, if any, that the Borrower or such ERISA Affiliate has taken or
         proposes to take with respect thereto;

                                       37
                                                   Credit Agreement (Short Term)
<PAGE>
                           (viii) promptly and in any event within five Business
         Days after receipt thereof by the Borrower or any ERISA Affiliate from
         the PBGC, copies of each notice from the PBGC of its intention to
         terminate any Pension Plan or to have a trustee appointed to administer
         any Pension Plan;

                           (ix) promptly and in any event within 15 days after
         receipt thereof by the Borrower or any ERISA Affiliate from the sponsor
         of a Multiemployer Plan, a copy of each notice received by the Borrower
         or any ERISA Affiliate concerning (w) the imposition of Withdrawal
         Liability by a Multiemployer Plan in excess of $100,000, (x) the
         determination that a Multiemployer Plan is, or is expected to be, in
         reorganization within the meaning of Title IV of ERISA, (y) the
         termination of a Multiemployer Plan within the meaning of Title IV of
         ERISA or (z) the amount of liability incurred, or expected to be
         incurred, by the Borrower or any ERISA Affiliate in connection with any
         event described in clause (w), (x) or (y) above;

                           (x) promptly after the commencement thereof, notice
         of all material actions, suits and proceedings before any court or
         government department, commission, board, bureau, agency or
         instrumentality, domestic or foreign, affecting the Borrower or any of
         its Subsidiaries, of the type described in Section 4.01(f);

                           (xi) promptly after the occurrence thereof, notice of
         (A) any event which makes any of the representations contained in
         Section 4.01(k) inaccurate in any material respect or (B) the receipt
         by the Borrower of any notice, order, directive or other communication
         from a governmental authority alleging violations of or noncompliance
         with any Environmental Law which could reasonably be expected to have a
         material adverse effect on the financial condition of the Borrower and
         its Subsidiaries, taken as a whole;

                           (xii) promptly after any change in the rating
         established by S&P, Moody's or Fitch, as applicable, with respect to
         Long-Term Debt, a notice of such change, which notice shall specify the
         new rating, the date on which such change was publicly announced, and
         such other information with respect to such change as any Lender
         through the Administrative Agent may reasonably request;

                           (xiii) promptly after the sending or filing thereof,
         copies of all reports which the Borrower sends to any of its public
         security holders, and copies of all reports and registration statements
         which the Borrower files with the SEC or any national security
         exchange;

                           (xiv) promptly after the Borrower or any ERISA
         Affiliate creates any employee benefit plan to provide health or
         welfare benefits (through the purchase of insurance or otherwise) for
         any retired or former employee of the Borrower or any of its ERISA
         Affiliates (except as provided in Section 4980B of the Code and except
         as provided under the terms of any employee welfare benefit plans
         provided pursuant to the terms of collective bargaining agreements)
         under the terms of which the Borrower and/or any of its ERISA
         Affiliates are not permitted to terminate such benefits, a notice
         detailing such plan; and

                                                   Credit Agreement (Short Term)

                                       38
<PAGE>
                           (xv) such other information respecting the condition
         or operations, financial or otherwise, of the Borrower or any of its
         Subsidiaries as any Lender through the Administrative Agent may from
         time to time reasonably request.

                  (c) Corporate Existence, Etc. The Borrower will, and will
cause each of its Subsidiaries to, at all times preserve and maintain its
fundamental business and preserve and keep in full force and effect its
corporate existence (except as permitted under Section 5.02(b) hereof) and all
rights, franchises and licenses necessary or desirable in the normal conduct of
its business; provided, however, that this paragraph (c) shall not apply in any
case when, in the good faith business judgment of the Borrower, such
preservation or maintenance is neither necessary nor appropriate for the prudent
management of the business of the Borrower.

                  (d) Inspection. The Borrower will permit and will cause each
of its Subsidiaries to permit any authorized representative designated by either
the Administrative Agent or any Lender at the expense of the Administrative
Agent or such Lender, to visit and inspect any of the properties of the Borrower
or any of its Subsidiaries, including its and their financial and accounting
records, and to take copies and to take extracts therefrom, and discuss its and
their affairs, finances and accounts with its and their officers and independent
public accountants, all during normal hours, upon reasonable notice and as often
as may be reasonably requested.

                  (e) Insurance. The Borrower will maintain and will cause each
of its Subsidiaries to maintain insurance to such extent and covering such risks
as is usual for companies engaged in the same or similar business and on request
will advise the Lenders of all insurance so carried.

                  (f) Taxes. The Borrower will and will cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (x)
all taxes, assessments and governmental charges or levies imposed upon it or
upon its property and (y) all lawful claims that, if unpaid, might by law become
a lien upon their property; provided, however, that neither the Borrower nor any
such Subsidiary shall be required to pay or discharge any such tax, assessment,
charge or levy (A) that is being contested in good faith and by proper
proceedings and for which appropriate reserves are being maintained, or (B) the
failure to pay or discharge which would not have a material adverse effect on
the financial condition or operations of the Borrower and its Subsidiaries taken
as a whole.

                  (g) Maintenance of Books, Etc. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of records and accounts, in
which full and correct entries shall be made of all financial transactions and
the assets and business of the Borrower and each of its domestic Subsidiaries in
accordance with GAAP and with respect to foreign Subsidiaries in accordance with
customary accounting standards in the applicable jurisdiction, in each case
consistently applied and consistent with prudent business practices.

                  SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, without the
written consent of the Requisite Lenders:

                                                   Credit Agreement (Short Term)

                                       39
<PAGE>
                  (a) Liens, Etc. The Borrower will not create or suffer to
exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien,
upon or with respect to any of its properties, whether now owned or hereafter
acquired, or assign, or permit any of its Subsidiaries to assign, any right to
receive income, in each case to secure or provide for the payment of any Debt of
any Person, unless the Borrower's obligations hereunder shall be secured equally
and ratably with, or prior to, any such Debt; provided however that the
foregoing restriction shall not apply to the following Liens which are
permitted:

                           (i) Liens on assets of any Subsidiary of the Borrower
         existing at the time such Person becomes a Subsidiary (other than any
         such Lien created in contemplation of becoming a Subsidiary);

                           (ii) Liens on accounts receivable or general
         intangibles resulting from the sale of such accounts receivable or
         general intangibles by the Borrower or a Subsidiary of the Borrower
         (other than TEC or a Subsidiary of TEC) so long as, at any time, the
         aggregate outstanding amount of cash advanced to the Borrower or such
         Subsidiary, as the case may be, and attributable to the sale of such
         accounts receivable or general intangibles does not exceed
         $150,000,000;

                           (iii) Liens on accounts receivable or general
         intangibles resulting from the sale of such accounts receivable or
         general intangibles by TEC or a Subsidiary of TEC;

                           (iv) purchase money Liens upon or in any property
         acquired or held by the Borrower or any Subsidiary in the ordinary
         course of business to secure the purchase price of such property or to
         secure Debt incurred solely for the purpose of financing the
         acquisition of such property (provided that the amount of Debt secured
         by such Lien does not exceed 100% of the purchase price of such
         property and transaction costs relating to such acquisition) and Liens
         existing on such property at the time of its acquisition (other than
         any such Lien created in contemplation of such acquisition); and the
         interest of the lessor thereof in any property that is subject to a
         Capital Lease;

                           (v) any Lien securing Debt that was incurred prior to
         or during construction or improvement of property for the purpose of
         financing all or part of the cost of such construction or improvement,
         provided that the amount of Debt secured by such Lien does not exceed
         100% of the fair market value of such property after giving effect to
         such construction or improvement;

                           (vi) any Lien securing Debt of a Subsidiary owing to
         the Borrower;

                           (vii) Liens resulting from any extension, renewal or
         replacement (or successive extensions, renewals or replacements), in
         whole or in part, of any Debt secured by any Lien referred to in
         clauses (i), (ii), (iv) and (v) above so long as (x) the aggregate
         principal amount of such Debt shall not increase as a result of such
         extension, renewal or replacement and (y) Liens resulting from any such
         extension,

                                                   Credit Agreement (Short Term)

                                       40
<PAGE>
         renewal or replacement shall cover only such property which secured the
         Debt that is being extended, renewed or replaced;

                           (viii) Liens securing obligations under this
         Agreement or under the Long Term Credit Agreement; and

                           (ix) Liens other than Liens described in clauses (i)
         through (viii) hereof, whether now existing or hereafter arising,
         securing Debt in an aggregate amount not exceeding $75,000,000.

                  (b) Restrictions on Fundamental Changes. The Borrower will
not, and will not permit any of its Material Subsidiaries to, merge or
consolidate with or into any Person, or enter into any partnership, joint
venture, syndicate, pool or other combination, unless no Event of Default or
Potential Event of Default has occurred and is continuing or would result
therefrom and, in the case of a merger or consolidation of the Borrower, (i) the
Borrower is the surviving entity or (ii) the surviving entity assumes all of the
Borrower's obligations under this Agreement in a manner satisfactory to the
Requisite Lenders.

                  (c) Plan Terminations. The Borrower will not, and will not
permit any ERISA Affiliate to, terminate any Pension Plan so as to result in
liability of the Borrower or any ERISA Affiliate to the PBGC in excess of
$15,000,000, or permit to exist any occurrence of an event or condition which
reasonably presents a material risk of a termination by the PBGC of any Pension
Plan with respect to which the Borrower or any ERISA Affiliate would, in the
event of such termination, incur liability to the PBGC in excess of $15,000,000.

                  (d) Margin Stock. The Borrower will not permit 25% or more of
the fair market value of the assets of (i) the Borrower or (ii) the Borrower and
its Subsidiaries to consist of Margin Stock.

                  (e) Minimum Net Worth. The Borrower will not permit at any
time its Net Worth to be less than the sum of (i) 66% of Net Worth as of the
Closing Date, plus (ii) 25% of Net Income (if a positive number) from the
Closing Date to the then most recent June 30 or December 31, plus (iii) all
Additions to Capital from the Closing Date to the then most recent June 30 or
December 31.

                  (f) Maximum Funded Debt Ratio. The Borrower will not permit at
any time the ratio of (i) Funded Debt to (ii) EBITDA, for each period consisting
of the most recently ended four consecutive fiscal quarters of the Borrower, to
exceed 3.00 to 1.00.

                  (g) Swaps. The Borrower will not and will not permit any of
its Subsidiaries to create or suffer to exist any Lien, upon or with respect to
any of its properties, whether now owned or hereafter acquired, or assign any
right to receive income, in each case to secure or provide for the payment of
any Swaps.

                  ARTICLE VI. EVENTS OF DEFAULT

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

                                                   Credit Agreement (Short Term)

                                       41
<PAGE>
                  (a) The Borrower shall fail to pay any principal of any
Advance when the same becomes due and payable or the Borrower shall fail to pay
any interest on any Advance or any fees or other amounts payable hereunder
within five (5) Business Days of the date due; or

                  (b) Any representation or warranty made or deemed made by the
Borrower herein or by the Borrower pursuant to this Agreement (including any
notice, certificate or other document delivered hereunder) shall prove to have
been incorrect in any material respect when made; or

                  (c) The Borrower shall fail to perform or observe (i) any
term, covenant or agreement contained in this Agreement (other than any term,
covenant or agreement contained in Section 5.01(b)(iv), 5.01(c) or 5.02) on its
part to be performed or observed and the failure to perform or observe such
other term, covenant or agreement shall remain unremedied for 30 days after the
Borrower obtains knowledge of such breach or (ii) any term, covenant or
agreement contained in Section 5.02 (other than a failure to perform or observe
Section 5.02(e) or 5.02(f) solely by reason of the occurrence of an event
described in Section 2.06(b)(iii) and the Administrative Agent or the Requisite
Lenders shall have notified the Borrower that an Event of Default has occurred,
or (iii) any term, covenant or agreement contained in Section 5.01(b)(iv) or
5.01(c); or

                  (d) The Borrower or any of its Subsidiaries shall fail to pay
any principal of or premium or interest on any Debt which is outstanding in a
principal amount of at least $25,000,000 in the aggregate (but excluding Debt
arising under this Agreement) of the Borrower or such Subsidiary (as the case
may be), when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or the Borrower or any of its Subsidiaries
shall fail to perform or observe any other agreement, term or condition
contained in any agreement or instrument relating to any such Debt (or if any
other event or condition of default under any such agreement or instrument shall
exist) and such failure, event or condition shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect
of such failure, event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Debt; or any such Debt shall be declared
to be due and payable as a result of such failure, event or condition; or

                  (e) The Borrower or any of its Material Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any proceeding shall be instituted by or against
the Borrower or any of its Material Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for it or for a
substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding

                                                   Credit Agreement (Short Term)

                                       42
<PAGE>
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or for any substantial part of its property) shall occur; or the Borrower or any
of its Material Subsidiaries shall take any corporate action to authorize any of
the actions set forth above in this subsection (e); or

                  (f) Any judgment or order for the payment of money in excess
of $25,000,000 shall be rendered against the Borrower or any of its Material
Subsidiaries and either (i) enforcement proceedings shall have been commenced by
any creditor upon a final or nonappealable judgment or order or (ii) there shall
be any period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;

                  (g)

                           (i) Any ERISA Event with respect to a Pension Plan
         shall have occurred and, 30 days after notice thereof shall have been
         given to the Borrower by the Administrative Agent, (x) such ERISA Event
         shall still exist and (y) the sum (determined as of the date of
         occurrence of such ERISA Event) of the Insufficiency of such Pension
         Plan and the Insufficiency of any and all other Pension Plans with
         respect to which an ERISA Event shall have occurred and then exist (or
         in the case of a Pension Plan with respect to which an ERISA Event
         described in clause (iii) through (vi) of the definition of ERISA Event
         shall have occurred and then exist, the liability related thereto) is
         equal to or greater than $25,000,000; or

                           (ii) The Borrower or any ERISA Affiliate shall have
         been notified by the sponsor of a Multiemployer Plan that it has
         incurred an aggregate Withdrawal Liability for all years to such
         Multiemployer Plan in an amount that, when aggregated with all other
         amounts then required to be paid to Multiemployer Plans by the Borrower
         and its ERISA Affiliates as Withdrawal Liability (determined as of the
         date of such notification), exceeds $25,000,000 and it is reasonably
         likely that all amounts then required to be paid to Multiemployer Plans
         by the Borrower and its ERISA Affiliates as Withdrawal Liability will
         exceed $25,000,000; or

                           (iii) The Borrower or any ERISA Affiliate shall have
         been notified by the sponsor of a Multiemployer Plan that such
         Multiemployer Plan is in reorganization or is being terminated, within
         the meaning of Title IV or ERISA, and it is reasonably likely that as a
         result of such reorganization or termination the aggregate annual
         contributions of the Borrower and its ERISA Affiliates to all
         Multiemployer Plans that are then in reorganization or being terminated
         have been or will be increased over the amounts contributed to such
         Multiemployer Plans for the plan year of such Multiemployer Plan
         immediately preceding the plan year in which the reorganization or
         termination occurs by an amount exceeding $25,000,000;


then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Requisite Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate,

                                                   Credit Agreement (Short Term)

                                       43
<PAGE>
and (ii) shall at the request, or may with the consent, of the Requisite
Lenders, by notice to the Borrower, declare the Advances, all interest thereon
and all other amounts payable under this Agreement to be forthwith due and
payable, whereupon the Advances, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower or any of its Subsidiaries
under the Bankruptcy Code, (A) the obligation of each Lender to make Advances
shall automatically be terminated and (B) the Advances, all such interest and
all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

                  ARTICLE VII. THE ADMINISTRATIVE AGENT

                  SECTION 7.01. AUTHORIZATION AND ACTION. Each Lender hereby
appoints and authorizes CUSA to act as the Administrative Agent under this
Agreement and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are delegated
to the Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto. As to any matters not expressly provided for
by the Loan Documents (including, without limitation, enforcement or collection
of the Advances and other amounts owing hereunder), the Administrative Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Requisite
Lenders, and such instructions shall be binding upon all Lenders; provided,
however, that the Administrative Agent shall not be required to take any action
which exposes the Administrative Agent to personal liability or which is
contrary to any of the Loan Documents or applicable law. The Administrative
Agent agrees to give to each Lender prompt notice of each notice given to it by
the Borrower pursuant to the terms of the Loan Documents.

                  SECTION 7.02. THE ADMINISTRATIVE AGENT'S RELIANCE, ETC.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with any of the Loan Documents, except for its or
their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, the Administrative Agent: (i) may treat the payee
of any Advance as the holder thereof until the Administrative Agent receives and
accepts an Assignment and Acceptance entered into by the Lender which is the
payee of such Advance, as assignor, and an Eligible Assignee, as assignee, as
provided in Section 8.07; (ii) may consult with legal counsel (including counsel
for the Borrower), independent public accountants and other experts selected by
it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or
experts; (iii) make no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations
(whether written or oral) made in or in connection with any of the Loan
Documents; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any of
the Loan Documents on the part of the Borrower or to inspect the property
(including the books and records) of the Borrower; (v) shall not be

                                                   Credit Agreement (Short Term)

                                       44
<PAGE>
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any of the Loan Documents
or any other instrument or document furnished pursuant hereto; and (vi) shall
incur no liability under or in respect of any of the Loan Documents by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telecopier, telegram, cable or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

                  SECTION 7.03. CUSA AND AFFILIATES. With respect to its
respective Commitment and the respective Advances made by it, CUSA shall have
the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include CUSA
in its individual capacity. CUSA and its affiliates may accept deposits from,
lend money to, act as trustee under indentures of, and generally engage in any
kind of business (including without limitation the investment banking business)
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if CUSA
was not the Administrative Agent, and without any duty to account therefor to
the Lenders.

                  SECTION 7.04. LENDER CREDIT DECISION. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on the financial statements referred to in Section
4.01 and such other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

                  SECTION 7.05. INDEMNIFICATION. The Lenders (other than the
Designated Bidders) agree to indemnify the Administrative Agent (to the extent
not reimbursed by the Borrower), ratably according to the respective principal
amounts of the Committed Advances then held by each of them (or if no such
Advances are at the time outstanding or if any such Advances are held by Persons
which are not Lenders, ratably according to the respective amounts of their
Commitments), from 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 the Administrative Agent in any way relating to or arising out
of any of the Loan Documents or any action taken or omitted by the
Administrative Agent under any of the Loan Documents; provided that no 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. Without limitation of the foregoing, each Lender (other than the
Designated Bidders) agrees to reimburse the Administrative Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including counsel
fees) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, syndication, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, the Loan
Documents, to the extent that the Administrative Agent is not reimbursed for
such expenses by the Borrower.

                                                   Credit Agreement (Short Term)

                                       45
<PAGE>
                  SECTION 7.06. SUCCESSOR AGENT. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower and may be removed at any time with or without cause by the Requisite
Lenders. Upon any such resignation or removal, the Requisite Lenders shall have
the right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Requisite Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving of notice of resignation or the Requisite Lenders'
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent
which shall be a commercial bank organized under the laws of the United States
of America or of any State thereof or any Bank and, in each case having a
combined capital and surplus of at least $50,000,000. Upon the acceptance of any
appointment as an Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Loan Documents. After any retiring
Administrative Agent's resignation or removal hereunder as Administrative Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrative Agent under
the Loan Documents.

                  SECTION 7.07. OTHER AGENTS.

                  Any Lender identified on the facing page, the signature pages
or in any provision of this Agreement as "co-syndication agent",
"co-documentation agent", "senior managing agent" or "co-agent" shall have no
right, power, obligation, liability, responsibility or duty under this Agreement
or any other Loan Document other than in a capacity as a Lender hereunder.
Without limiting the foregoing, any Lender so identified as "co-syndication
agent", "co-documentation agent", "senior managing agent" or "co-agent" shall
not have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on any Lenders so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                  ARTICLE VIII. MISCELLANEOUS

                  SECTION 8.01. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Requisite Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (a) waive any of
the conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, (e)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Advances, or the number of Lenders, which shall be required for
the Lenders or any of them to take any action hereunder or (f) amend Section

                                                   Credit Agreement (Short Term)

                                       46
<PAGE>
2.06(b) (with the exception of subsection 2.06(b)(iv)), Section 2.15 or this
Section 8.01; and provided, further, that no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Administrative Agent under this Agreement.

                  SECTION 8.02. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing and may be personally
served, or sent by telefacsimile or United States mail or courier service. For
the purposes hereof, the address of each party hereto shall be as follows: if to
the Borrower, at its address at Viad Tower, Sta. 0810, Attention Treasurer, 1850
N. Central Ave., Phoenix, Arizona 85077-0810; if to any Bank, at its Domestic
Lending Office specified opposite its name on Schedule I hereto; if to any other
Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; if to the Administrative Agent
at its address at Citibank, N.A., Global Loans Operations, 2 Penns Way, Suite
200, New Castle, Delaware, 19720, Attn: Brian Maxwell (with a copy of notices,
other than those given pursuant to Sections 2.01 through 2.14 hereof, to
Citicorp North America, Inc., Global Corporate Banking, 787 W. 5th Street, 29th
Floor, Los Angeles, California 90071, Attn: Deborah Ironson); or, as to the
Borrower or to the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent. All such notices
and communications shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile in complete and legible
form, or five (5) days after being deposited in the United States mail with
postage prepaid and properly addressed, except that notices and communications
to the Administrative Agent pursuant to Article II or VII shall not be effective
until received by the Administrative Agent. Electronic mail may be used to
distribute routine communications, such as financial statements and other
information; provided, however, that no signature with respect to any notice,
request, agreement, waiver, amendment or other document or any notice that is
intended to have binding effect may be sent by electronic mail.

                  Loan Documents and notices under the Loan Documents may be
transmitted and/or signed by telefacsimile. The effectiveness of any such
documents and signatures shall, subject to applicable law, have the same force
and effect as an original copy with manual signatures and shall be binding on
the Borrower, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signature be confirmed by a
manually-signed copy thereof; provided, however, that the failure to request or
deliver any such manually-signed copy shall not affect the effectiveness of any
facsimile document or signature.

                  SECTION 8.03. NO WAIVER; REMEDIES. No failure on the part of
any Lender or the Administrative Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

                                                   Credit Agreement (Short Term)

                                       47
<PAGE>
         SECTION 8.04. COSTS, EXPENSES AND INDEMNIFICATION.

         (a) The Borrower agrees to pay promptly on demand all reasonable costs
and out-of-pocket expenses of the Administrative Agent and the Arranger in
connection with the preparation, execution, delivery, administration,
syndication, modification and amendment of this Agreement, and the other
documents to be delivered hereunder or thereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent and the Arranger (including the allocated time charges of
the Administrative Agent's and the Arranger's legal departments, as their
respective internal counsel) with respect thereto and with respect to advising
the Administrative Agent and the Arranger as to their rights and
responsibilities under this Agreement. The Borrower further agrees to pay
promptly on demand all costs and expenses of the Administrative Agent, the
Arranger and of each Lender, if any (including, without limitation, reasonable
counsel fees and out-of-pocket expenses), in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this Agreement
and the other documents to be delivered hereunder or thereunder, including,
without limitation, reasonable counsel fees and out-of-pocket expenses in
connection with the enforcement of rights under this Section 8.04(a). Such
expenses shall be reimbursed by the Borrower upon a presentation of statement of
account, regardless of whether the Closing Date occurs.

         (b) If any payment of principal of any Eurodollar Rate Advance is made
other than on the last day of the interest period for such Advance, as a result
of a payment pursuant to Section 2.06 or acceleration of the maturity of the
Advances pursuant to Section 6.01 or for any other reason, the Borrower shall,
upon demand by any Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses which it may reasonably incur as a result of such payment, including,
without limitation, any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Advance.

         (c) The Borrower agrees to indemnify and hold harmless the
Administrative Agent, the Arranger, each Lender and each director, officer,
employee, agent, attorney and affiliate of the Administrative Agent, the
Arranger and each Lender (each an "indemnified person") in connection with any
expenses, losses, claims, damages or liabilities to which the Administrative
Agent, the Arranger, a Lender or such indemnified persons may become subject,
insofar as such expenses, losses, claims, damages or liabilities (or actions or
other proceedings commenced or threatened in respect thereof) arise out of the
transactions referred to in this Agreement or arise from any use or intended use
of the proceeds of the Advances, or in any way arise out of activities of the
Borrower that violate Environmental Laws, and to reimburse the Administrative
Agent, the Arranger, each Lender and each indemnified person, upon their demand,
for any reasonable legal or other out-of-pocket expenses incurred in connection
with investigating, defending or participating in any such loss, claim, damage,
liability, or action or other proceeding, whether commenced or threatened
(whether or not the Administrative Agent, the Arranger, such Lender or any such
person is a party to any action or proceeding out of which any such expense
arises). Notwithstanding the foregoing, the Borrower shall have no obligation
hereunder to an

                                       48
                                                   Credit Agreement (Short Term)
<PAGE>
indemnified person with respect to indemnified liabilities which have resulted
from the gross negligence, bad faith or willful misconduct of such indemnified
person.

         SECTION 8.05. RIGHT OF SET-OFF. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 6.01, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (time or demand, provisional or final, or general, but not
special) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of the Borrower against any and all
of the obligations of the Borrower now or hereafter existing under this
Agreement that are then due and payable, whether or not such Lender shall have
made any demand under this Agreement. Each Lender agrees promptly to notify the
Borrower after any such set-off and application made by such Lender; provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Lender may have.

         SECTION 8.06. BINDING EFFECT; EFFECTIVENESS; ENTIRE AGREEMENT.

         (a) This Agreement shall be deemed to have been executed and delivered
when it shall have been executed by the Borrower and the Administrative Agent
and when the Administrative Agent shall have been notified by each Bank that
such Bank has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent and each Lender and their
respective successors and permitted assigns, except that the Borrower shall not
have the right to assign its rights hereunder or any interest herein without the
prior written consent of all Lenders.

         (b) This Agreement (except for the provisions of Articles VII and VIII
hereof and related definitions) shall not become effective until the time at
which the conditions set forth in Section 3.01 have been satisfied or otherwise
waived at the Closing Date, at which time this Agreement shall become fully
effective. At such time this Agreement (including the Schedules and Exhibits
attached hereto) shall constitute the entire agreement among the parties hereto
with respect to the subject matter hereof and supersede all prior agreements,
understandings and negotiations, both written and oral, among the parties with
respect to such subject matter, including, but not limited to, the Existing
Credit Agreement.

         SECTION 8.07. ASSIGNMENTS AND PARTICIPATIONS.

         (a) Each Lender (other than the Designated Bidders) may assign to one
or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all of the
assigning Lender's rights and obligations under this Agreement (other than any
right to make Bid Advances or Bid Advances held by it), (ii) after giving effect
to

                                       49
                                                   Credit Agreement (Short Term)
<PAGE>
any such assignment, (1) the assigning Lender shall no longer have any
Commitment or (2) the amount of the Commitment of both the assigning Lender and
the Eligible Assignee party to such assignment (in each case determined as of
the date of the Assignment and Acceptance with respect to such assignment) shall
not be less than $10,000,000 and or an integral multiple of $1,000,000 in excess
thereof; provided that in the case of an assignment of less than all of a
Lender's Commitment, the assigning Lender shall retain an aggregate principal
amount of Commitments of not less than $10,000,000, (iii) each such assignment
shall be to an Eligible Assignee, (iv) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, and a processing and
recordation fee of $3,000 to the Administrative Agent, and (v) if such Eligible
Assignee is not an Affiliate of the assigning Lender, the Borrower and the
Administrative Agent shall have consented to such assignment, which consent
shall not be unreasonably withheld, and which consent of the Borrower shall not
be required if an Event of Default has occurred and is continuing. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, (x) the assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (y) the Lender assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto). Any Lender may at any time pledge or assign all or any
portion of its rights hereunder to a Federal Reserve Bank; provided, that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder.

         (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with any of the Loan
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any of the Loan Documents or any other instrument or
document furnished pursuant hereto or thereto; (ii) such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under any of the Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (iii) such assignee
confirms that it has received a copy of the Loan Documents, together with copies
of the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as

                                       50
                                                   Credit Agreement (Short Term)
<PAGE>
agent on its behalf and to exercise such powers under the Loan Documents as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender.

         (c) Within five (5) days of its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that it is an
Eligible Assignee (together with a processing and recordation fee of $3,000 with
respect thereto) and upon evidence of consent of the Borrower and the
Administrative Agent thereto, which consent shall not be unreasonably withheld,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit B hereto, (1) accept such
Assignment and Acceptance and (2) record the information contained therein in
the Register. All communications with the Borrower with respect to such consent
of the Borrower shall be sent pursuant to Section 8.02.

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

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

                                       51
                                                   Credit Agreement (Short Term)
<PAGE>
under this Agreement as are delegated to the Administrative Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such designee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

         (f) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Administrative Agent shall, if such Designation Agreement has been completed
and is substantially in the form of Exhibit H hereto, (i) accept such
Designation Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

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

         (h) Each Lender may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment and
the Advances owing to it; provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Advance for all purposes
of this Agreement, (iv) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the Loan Documents,
(v) no Lender shall grant any participation under which the participant shall
have rights to require such Lender to take or omit to take any action hereunder
or under the other Loan Documents or approve any amendment to or waiver of this
Agreement or the other Loan Documents, except to the extent such amendment or
waiver would: (A) extend the Termination Date of such Lender; or (B) reduce the
interest rate or the amount of principal or fees applicable to Advances or the
Commitment in which such participant is participating or change the date on
which interest, principal or fees applicable to Advances or the Commitment in
which such participant is participating are payable, (vi) such Lender shall
notify the Borrower of the sale of the participation, and (vii) the Person
purchasing such participation shall agree to customary provisions relating to
the confidentiality of non-public information received by such Person in
connection with its purchase of the participation.

         (i) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 8.07, disclose
to the assignee or

                                       52
                                                   Credit Agreement (Short Term)
<PAGE>
participant or proposed assignee or participant, any information relating to the
Borrower furnished to such Lender by or on behalf of the Borrower; provided
that, prior to any such disclosure, the assignee or Participant or proposed
assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Borrower received by it from such
Lender.

         SECTION 8.08. CONFIDENTIALITY. Each Lender agrees, insofar as is
legally possible, to use its best efforts to keep in confidence all financial
data and other information relative to the affairs of the Borrower heretofore
furnished or which may hereafter be furnished to it pursuant to the provisions
of this Agreement; provided, however, that this Section 8.08 shall not be
applicable to information otherwise disseminated to the public by the Borrower;
and provided further that such obligation of each Bank shall be subject to each
Bank's (a) obligation to disclose such information pursuant to a request or
order under applicable laws and regulations or pursuant to a subpoena or other
legal process, (b) right to disclose any such information to bank examiners, its
affiliates (including, without limitation, in the case of CUSA, Citicorp
Securities, Inc.), bank, auditors, accountants and its counsel and other Banks,
and (c) right to disclose any such information, (i) in connection with the
transactions set forth herein including assignments and sales of participation
interests pursuant to Section 8.07 hereof or (ii) in or in connection with any
litigation or dispute involving the Banks and the Borrower or any transfer or
other disposition by such Bank of any of its Advances or other extensions of
credit by such Bank to the Borrower or any of its Subsidiaries, provided that
information disclosed pursuant to this proviso shall be so disclosed subject to
such procedures as are reasonably calculated to maintain the confidentiality
thereof.

         SECTION 8.09. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

         SECTION 8.10. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

         SECTION 8.11. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. The
Borrower hereby irrevocably submits to the jurisdiction of any New York state or
Federal court sitting in New York, New York in any action or proceeding arising
out of or relating to this Agreement, and the Borrower hereby irrevocably agrees
that all claims in respect of such action or proceeding may be heard and
determined in such New York state or Federal court. The Borrower hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding. The
Borrower agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Section 8.11 shall affect
the right of any Lender or the Administrative Agent to serve legal process in
any other manner permitted by law or affect the right of any Lender or the
Administrative Agent to bring any action or proceeding against the Borrower or
its property in the courts of any other jurisdiction.

                                       53
                                                   Credit Agreement (Short Term)
<PAGE>
         SECTION 8.12. WAIVER OF TRIAL BY JURY. THE BORROWER, THE BANKS, THE
ADMINISTRATIVE AGENT AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, OTHER
LENDERS EACH HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope
of this waiver is intended to be all-encompassing of any and all disputes that
may be filed in any court and that relate to the subject matter of this
transaction, including without limitation contract claims, tort claims, breach
of duty claims and all other common law and statutory claims. The Borrower, the
Banks, the Administrative Agent and, by its acceptance of the benefits hereof,
other Lenders each (i) acknowledges that this waiver is a material inducement
for the Borrower, the Lenders and the Administrative Agent to enter into a
business relationship, that the Borrower, the Lenders and the Administrative
Agent have already relied on this waiver in entering into this Agreement or
accepting the benefits thereof, as the case may be, and that each will continue
to rely on this waiver in their related future dealings and (ii) further
warrants and represents that each has reviewed this waiver with its legal
counsel, and that each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

                  [Remainder of page intentionally left blank]

                                       54
                                                   Credit Agreement (Short Term)
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                             VIAD CORP, a Delaware corporation,
                                             as the Borrower


                                             By /s/ Kimbra A. Fracalossi
                                               --------------------------
                                               Title: Chief Financial Officer


                                             By /s/ David J. Iannini
                                               --------------------------
                                               Title: Treasurer



                                             CITICORP USA, INC., as the
                                             Administrative Agent and as a
                                             Lender


                                             By /s/ Deborah Ironson
                                               --------------------------
                                               Title: Vice President

                                      S-1
<PAGE>
                                             THE CHASE MANHATTAN BANK, as a
                                             Lender


                                             By /s/ William P. Rindfuss
                                               --------------------------
                                               Title: Vice President

                                      S-2
<PAGE>
                                             BANK ONE, NA, as a Lender

                                             By /s/ Karen C. Ryan
                                               --------------------------
                                                Title: Vice President

                                      S-3
<PAGE>
                                             BANK OF AMERICA, N.A., as
                                             Co-Documentation Agent and as a
                                             Lender


                                             By /s/ Charles F. Lilygren
                                               --------------------------
                                                Title: Managing Director

                                      S-4
<PAGE>
                                             CREDIT SUISSE FIRST BOSTON, as a
                                             Lender


                                             By /s/ David L. Sawyer
                                               --------------------------
                                                Title: Vice President



                                             By /s/ Mark Heron
                                               --------------------------
                                                Title: Assistant Vice President

                                      S-5
<PAGE>
                                             WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION, as a Lender


                                             By /s/ Paul K. Stimpfl
                                                -----------------------------
                                                Title: Senior Vice President

                                      S-6
<PAGE>
                                             WESTDEUTSCHE LANDESBANK
                                             GIROZENTRALE, as a Lender


                                             By /s/ Barry S. Wadler
                                                -----------------------------
                                                Title: Associate Director


                                             By /s/ Lisa M. Walker
                                                -----------------------------
                                                Title: Associate Director


                                      S-7
<PAGE>
                                             ABN-AMRO BANK N.V., as a Lender


                                             By /s/ Mary L. Honda
                                                -----------------------------
                                                Title: Group Vice President

                                             By /s/ Thomas F. Comfort
                                                -----------------------------
                                                       Senior Vice President

                                      S-8
<PAGE>
                                             MELLON BANK, N.A., as a Lender


                                             By /s/ Andrew Kim
                                                -------------------------------
                                                Title: Assistant Vice President

                                      S-9
<PAGE>
                                             WACHOVIA BANK, N.A., as a Lender


                                             By /s/ Andrew B. Deskins
                                                -----------------------------
                                                Title: Senior Vice President

                                      S-10
<PAGE>
                                             THE INDUSTRIAL BANK OF JAPAN,
                                             LIMITED, as a Lender


                                                 /s/ Vicente L. Timiraos
                                             By ______________________________
                                                Title: Joint General Manager

                                      S-11
<PAGE>
                                             LEHMAN COMMERCIAL PAPER INC.,
                                             as a Lender


                                                 /s/ Michele Swanson
                                             By ______________________________
                                                Title: Authorized Signatory

                                      S-12
<PAGE>
                                             SUMITOMO MITSUI BANKING
                                             CORPORATION, as a Lender


                                                 /s/ Al Galluzzo
                                             By ______________________________
                                                Title: Senior Vice President

                                      S-13
<PAGE>
                                   SCHEDULE I

                           APPLICABLE LENDING OFFICES

THE CHASE MANHATTAN BANK

Domestic Lending Office:

270 Park Avenue
New York, New York 10017
Attn: William Rindfuss

Eurodollar Lending Office:

270 Park Avenue
New York, New York 10017
Attn: William Rindfuss

BANK ONE, NA

Domestic Lending Office:

One Bank One Plaza
Chicago, Illinois 60670
Attn: Stephen M. Flynn
Facsimile: (213) 683-4949

Eurodollar Lending Office:

One Bank One Plaza
Chicago, Illinois 60670
Attn: Stephen M. Flynn
Facsimile: (213) 683-4926

                                       1
                                                                      Schedule I
<PAGE>
BANK OF AMERICA, N.A.

Domestic Lending Office:

1850 Gateway Blvd., Mail Code: CA4-706-05-11
Concord, California 94520-3282
Attn: Gloria Myers, CSR
Facsimile: (888) 969-9237

Eurodollar Lending Office:

1850 Gateway Blvd., Mail Code: CA4-706-05-11
Concord, California 94520-3282
Attn: Gloria Myers, CSR
Facsimile: (888) 969-9237





CREDIT SUISSE FIRST BOSTON

Domestic Lending Office:

Five World Trade Center, 8th Floor
New York, New York 10048-0928
Attn: Lai Chung
Facsimile: (212) 335-0593

Eurodollar Lending Office:

Five World Trade Center, 8th Floor
New York, New York 10048-0928
Attn: Lai Chung
Facsimile: (212) 335-0593

                                       2
                                                                      Schedule I
<PAGE>
WELLS FARGO BANK, N.A.

Domestic Lending Office:

201 3rd Street
San Francisco, California 94103
Attn: Ginnie Padgett

Eurodollar Lending Office:

201 3rd Street
San Francisco, California 94103
Attn: Ginnie Padgett

WESTDEUTSCHE LANDESBANK GIROZENTRALE

Domestic Lending Office:

Westdeutsche Landesbank Girozentrale, New York Branch
1211 Avenue of the Americas
New York, New York 10036
Attn: Barry Wadler
Facsimile: (212) 852-6148

Eurodollar Lending Office:

Westdeutsche Landesbank Girozentrale, New York Branch
1211 Avenue of the Americas
New York, New York 10036
Attn: Barry Wadler
Facsimile: (212) 852-6148

                                       3
                                                                      Schedule I
<PAGE>
ABN-AMRO BANK N.V.

Domestic Lending Office:

208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604-1003
Attn: Credit Administration
Facsimile: (312) 992-5111

Eurodollar Lending Office:

208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604-1003
Attn: Credit Administration
Facsimile: (312) 992-5111




MELLON BANK, N.A.

Domestic Lending Office:

Three Mellon Bank, Rm. 2300
Pittsburgh, Pennsylvania 15259

Eurodollar Lending Office:

Three Mellon Bank, Rm. 2300
Pittsburgh, Pennsylvania 15259


WACHOVIA BANK, N.A.

Domestic Lending Office:

191 Peachtree Street
Atlanta, Georgia 30303
Attn: Andrew B. Deskins
Facsimile: (404) 332-4136

Eurodollar Lending Office:

N/A

                                       4
                                                                      Schedule I
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED

Domestic Lending Office:

1251 Avenue of the Americas
New York, New York 10020
Attn: Umesh Patel
Facsimile: (212) 282-4481

Eurodollar Lending Office:

1251 Avenue of the Americas
New York, New York 10020
Attn: Umesh Patel
Facsimile: (212) 282-4481


LEHMAN COMMERCIAL PAPER INC.

Domestic Lending Office:

Three World Financial Center - 8th Floor
New York, New York 10285
Attn: Nancy Wong
Facsimile: (212) 526-7365

Eurodollar Lending Office:

Three World Financial Center - 8th Floor
New York, New York 10285
Attn: Nancy Wong
Facsimile: (212) 526-7365

                                       5
                                                                      Schedule I

<PAGE>
SUMITOMO MITSUI BANKING CORPORATION

Domestic Lending Office:

277 Park Avenue
New York, New York 10172
Attn: Deal Administration, Paul Kane
Facsimile: (212) 224-5488

Eurodollar Lending Office:

277 Park Avenue
New York, New York 10172
Attn: Deal Administration, Paul Kane
Facsimile: (212) 224-5488

                                       6
                                                                      Schedule I
<PAGE>
                                   SCHEDULE II
                                   COMMITMENTS

<TABLE>
<CAPTION>
LENDER                                                                           COMMITMENT
---------------------------------------------------------------------------------------------
<S>                                                                            <C>
Citibank USA, Inc.                                                             $16,250,000.00
The Chase Manhattan Bank                                                       $13,750,000.00
Bank One, NA                                                                   $20,000,000.00
Bank of America, N.A.                                                          $20,000,000.00
Credit Suisse First Boston                                                     $20,000,000.00
Wells Fargo Bank, N.A.                                                         $15,000,000.00
Westdeutsche Landesbank Girozentrale                                           $15,000,000.00
ABN-AMRO Bank, N.V.                                                            $15,000,000.00
Mellon Bank, N.A.                                                              $15,000,000.00
Wachovia Bank, N.A.                                                            $12,500,000.00
The Industrial Bank of Japan, Limited                                          $12,500,000.00
Lehman Commercial Paper Inc.                                                   $12,500,000.00
Sumitomo Mitsui Banking Corporation                                            $12,500,000.00
</TABLE>

                                       1
                                                                     Schedule II

<PAGE>
                                U.S. $200,000,000

                                CREDIT AGREEMENT
                     (SHORT TERM REVOLVING CREDIT FACILITY)

                           Dated as of August 31, 2001

                                      Among

                                    VIAD CORP

                                   as Borrower

                                       and

                             THE BANKS NAMED HEREIN
                                   as Lenders

                                       and

                               CITICORP USA, INC.
                             as Administrative Agent

                                       and

              BANK OF AMERICA, N.A. AND CREDIT SUISSE FIRST BOSTON
                           as Co-Documentation Agents

                                       and

                    THE CHASE MANHATTAN BANK AND BANK ONE, NA
                            as Co-Syndication Agents

                                       and

                 WELLS FARGO BANK, N.A., WESTDEUTSCHE LANDESBANK
             GIROZENTRALE, ABN-AMRO BANK N.V. AND MELLON BANK, N.A.
                            as Senior Managing Agents

                                       and

           WACHOVIA BANK, N.A., THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                LEHMAN COMMERCIAL PAPER INC. AND SUMITOMO MITSUI
                               BANKING CORPORATION
                                  as Co-Agents

                                    Arranger:

                            SALOMON SMITH BARNEY INC.
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             Page

<S>                                                                                                          <C>
ARTICLE I.     DEFINITIONS AND ACCOUNTING TERMS.............................................................  1

SECTION 1.01.  Certain Defined Terms........................................................................  1

SECTION 1.03.  Accounting Terms............................................................................. 13

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

SECTION 2.01.  The Committed Advances....................................................................... 13

SECTION 2.02.  Making the Committed Advances................................................................ 14

SECTION 2.03.  Making the Bid Advances...................................................................... 16

SECTION 2.04.  Fees........................................................................................  19

SECTION 2.05.  Termination and Reduction of the Commitments................................................. 20

SECTION 2.06.  Repayment and Prepayment of Advances......................................................... 20

SECTION 2.07.  Interest on Committed Advances............................................................... 22

SECTION 2.08.  Interest Rate Determination.................................................................. 23

SECTION 2.09.  Voluntary Conversion or Continuation of Committed Advances................................... 23

SECTION 2.10.  Increased Costs.............................................................................. 24

SECTION 2.11.  Payments and Computations.................................................................... 25

SECTION 2.12.  Taxes........................................................................................ 26

SECTION 2.13.  Sharing of Payments, Etc..................................................................... 27

SECTION 2.14.  Evidence of Debt............................................................................. 28

SECTION 2.15.  Use of Proceeds.............................................................................. 28

SECTION 2.17.  Substitution of Lenders...................................................................... 29

SECTION 2.18   Term Loan.................................................................................... 30

ARTICLE III.   CONDITIONS OF EFFECTIVENESS AND LENDING...................................................... 30

SECTION 3.01.  Conditions Precedent to Closing.............................................................. 30

SECTION 3.02.  Conditions Precedent to Each Committed Borrowing............................................. 32

SECTION 3.03.  Conditions Precedent to Each Bid Borrowing................................................... 32

ARTICLE IV.    REPRESENTATIONS AND WARRANTIES............................................................... 33

SECTION 4.01.  Representations and Warranties of the Borrower............................................... 33

ARTICLE V.     COVENANTS OF THE BORROWER.................................................................... 36

SECTION 5.01.  Affirmative Covenants........................................................................ 36

SECTION 5.02.  Negative Covenants........................................................................... 39
</TABLE>

                                       i
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                          <C>
ARTICLE VI.    EVENTS OF DEFAULT............................................................................ 41

SECTION 6.01.  Events of Default............................................................................ 41

ARTICLE VII.   THE ADMINISTRATIVE AGENT..................................................................... 44

SECTION 7.02.  The Administrative Agent's Reliance, Etc..................................................... 44

SECTION 7.03.  CUSA and Affiliates.......................................................................... 45

SECTION 7.04.  Lender Credit Decision....................................................................... 45

SECTION 7.05.  Indemnification.............................................................................. 45

SECTION 7.06.  Successor Agent.............................................................................. 46

SECTION 7.07.  Other Agents................................................................................. 46

ARTICLE VIII.  MISCELLANEOUS................................................................................ 46

SECTION 8.01.  Amendments, Etc.............................................................................. 46

SECTION 8.02.  Notices, Etc................................................................................. 47

SECTION 8.03.  No Waiver; Remedies.......................................................................... 47

SECTION 8.04.  Costs, Expenses and Indemnification.......................................................... 48

SECTION 8.05.  Right of Set-off............................................................................. 49

SECTION 8.06.  Binding Effect; Effectiveness; Entire Agreement.............................................. 49

SECTION 8.07.  Assignments and Participations............................................................... 49

SECTION 8.08.  Confidentiality.............................................................................. 53

SECTION 8.09.  Governing Law................................................................................ 53

SECTION 8.10.  Execution in Counterparts.................................................................... 53

SECTION 8.11.  Consent to Jurisdiction; Waiver of Immunities................................................ 53

SECTION 8.12.  Waiver of Trial by Jury...................................................................... 54
</TABLE>
<PAGE>
                                    SCHEDULES

Schedule I         List of Applicable Lending Offices

Schedule II        Commitments
<PAGE>
                                    EXHIBITS

Exhibit A-1        Notice of Committed Borrowing

Exhibit A-2        Notice of Bid Borrowing

Exhibit A-3        Notice of Term Loan Borrowing

Exhibit B          Assignment and Acceptance

Exhibit C          Form of Opinion of Counsel for the Borrower

Exhibit D          Form of Opinion of Counsel to the Administrative Agent

Exhibit E          Form of Extension Agreement

Exhibit F          Form of Compliance Certificate

Exhibit G-1        Form of Committed Note

Exhibit G-2        Form of Bid Note

Exhibit H          Form of Designation Agreement

<PAGE>
                                   EXHIBIT A-1

                     [FORM OF NOTICE OF COMMITTED BORROWING]

                          NOTICE OF COMMITTED BORROWING



Citicorp USA, Inc., as Administrative Agent
for the Lenders party
to the Credit Agreement
referred to below

c/o Citicorp Bank Loan
Syndications Operations
One Court Square
Long Island City, New York  11120
                                                                          [Date]

                  Attention:  [_________________________]

Gentlemen:

                  The undersigned, Viad Corp (the "BORROWER"), refers to that
certain Credit Agreement (Short Term Revolving Credit Facility) dated as of
August 31, 2001 (as it may be amended, supplemented, restated or otherwise
modified from time to time, the "CREDIT AGREEMENT", the terms defined therein
being used herein as therein defined), by and among the Borrower, certain
Lenders party thereto and Citicorp USA, Inc., as Administrative Agent for said
Lenders. The Borrower hereby gives you notice, irrevocably, pursuant to Section
2.02 of the Credit Agreement, that the Borrower hereby requests a Borrowing
under the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the "PROPOSED COMMITTED BORROWING") as
required by Section 2.02(a) of the Credit Agreement:

                  (i) The Business Day of the Proposed Committed Borrowing is
                  ___________, 20__.

                  (ii) The Type of Committed Advances comprising the Proposed
                  Committed Borrowing is [Base Rate Advances] [Eurodollar Rate
                  Advances].

                  (iii) The aggregate amount of the Proposed Committed Borrowing
                  is $______________.

                  (iv) If the Type of Advances comprising the Proposed Committed
                  Borrowing is Eurodollar Rate Advances, the Interest Period for
                  each Advance made as part of the Proposed Committed Borrowing
                  is _____ month[s].


                                     A-1-1


                                                   Notice of Committed Borrowing
<PAGE>
                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Committed Borrowing:

                  (A) the representations and warranties contained in Section
                  4.01 of the Credit Agreement are correct, before and after
                  giving effect to the Proposed Committed Borrowing and to the
                  application of the proceeds therefrom, as though made on and
                  as of such date, except to the extent that any such
                  representation or warranty expressly relates only to an
                  earlier date, in which case they were correct as of such
                  earlier date; and

                  (B) no event has occurred and is continuing, or will result
                  from such Proposed Committed Borrowing or from the application
                  of the proceeds therefrom, which constitutes an Event of
                  Default or a Potential Event of Default.

                                         Very truly yours,

                                         VIAD CORP


                                         By:      _________________________
                                                  Title:


                                         By:      _________________________
                                                  Title:


                                     A-1-2


                                                   Notice of Committed Borrowing
<PAGE>
                                   EXHIBIT A-2

                        [FORM OF NOTICE OF BID BORROWING]

                             NOTICE OF BID BORROWING



Citicorp USA, Inc., as Administrative Agent
for the Lenders party
to the Credit Agreement
referred to below

c/o Citicorp Bank Loan
Syndications Operations
One Court Square
Long Island City, New York  11120
                                                                          [Date]

                  Attention:  [_________________________]

Gentlemen:

                  The undersigned, Viad Corp (the "BORROWER"), refers to that
certain Credit Agreement (Short Term Revolving Credit Facility) dated as of
August 31, 2001 (as it may be amended, supplemented, restated or otherwise
modified from time to time, the "CREDIT AGREEMENT", the terms defined therein
being used herein as therein defined), by and among the Borrower, certain
Lenders party thereto and Citicorp USA, Inc., as Administrative Agent for said
Lenders. The Borrower hereby gives you notice pursuant to Section 2.03(a) of the
Credit Agreement that the undersigned hereby requests a Bid Borrowing under the
Credit Agreement, and in that connection sets forth below the terms on which
such Bid Borrowing (the "PROPOSED BID BORROWING") is requested to be made:

         (A)      Date of Proposed Bid Borrowing:     __________________

         (B)      Aggregate Amount of Proposed
                  Bid Borrowing:                      __________________

         (C)      Maturity Date:                      __________________

         (D)      Currency if the Proposed Bid
                  Borrowing is comprised of
                  Eurodollar Advances:                __________________

         (E)      Interest Payment Date(s):           __________________

         (F)      Other Terms:                        __________________

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed Bid
Borrowing:

                                     A-2-1


                                                         Notice of Bid Borrowing

<PAGE>
                  (A) the representations and warranties contained in Section
                  4.01 of the Credit Agreement are correct, before and after
                  giving effect to the Proposed Bid Borrowing and to the
                  application of the proceeds therefrom, as though made on and
                  as of such date, except to the extent that any such
                  representation or warranty expressly relates only to an
                  earlier date, in which case they were correct as of such
                  earlier date; and

                  (B) no event has occurred and is continuing, or will result
                  from such Proposed Bid Borrowing or from the application of
                  the proceeds therefrom, which constitutes an Event of Default
                  or a Potential Event of Default.

                  The undersigned hereby confirms that the Proposed Bid
Borrowing is to be made available to it in accordance with Section 2.03 of the
Credit Agreement.


                                                  Very truly yours,


                                                  VIAD CORP


                                                  By: __________________________
                                                      Title:


                                                  By: __________________________
                                                      Title:

                                     A-2-2


                                                         Notice of Bid Borrowing

<PAGE>
                                   EXHIBIT A-3

                     [FORM OF NOTICE OF TERM LOAN BORROWING]

                          NOTICE OF TERM LOAN BORROWING



Citicorp USA, Inc., as Administrative Agent
for the Lenders party
to the Credit Agreement
referred to below

c/o Citicorp Bank Loan
Syndications Operations
One Court Square
Long Island City, New York  11120
                                                                          [Date]



                  Attention:  [_________________________]

Gentlemen:

                  The undersigned, Viad Corp (the "BORROWER"), refers to that
certain Credit Agreement (Short Term Revolving Credit Facility) dated as of
August 31, 2001 (as it may be amended, supplemented, restated or otherwise
modified from time to time, the "CREDIT AGREEMENT", the terms defined therein
being used herein as therein defined), by and among the Borrower, certain
Lenders party thereto and Citicorp USA, Inc., as Administrative Agent for said
Lenders. The Borrower hereby gives you notice pursuant to Section 2.18(b) of the
Credit Agreement that the undersigned hereby requests a Term Loan under the
Credit Agreement, and in that connection sets forth below the terms on which
such Term Loan (the "PROPOSED TERM LOAN") is requested to be made:

         (i)      The aggregate amount of the Proposed Term Loan is
                  $______________.

         (ii)     The Type of Committed Advances comprising the Proposed Term
                  Loan is [Base Rate Advances] [Eurodollar Rate Advances].

         (iii)    The amount of the [Base Rate Advances] [Eurodollar Rate
                  Advances] comprising the Proposed Term Loan is: $
                  __________________.

         (iv)     The Interest Period[s] applicable to the Advances that are
                  part of the Proposed Term Loan is _____ month[s].

                                     A-3-1


                                                   Notice of Term Loan Borrowing

<PAGE>
                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed Term
Loan:

                  (A) the representations and warranties contained in Section
                  4.01 of the Credit Agreement are correct, before and after
                  giving effect to the Proposed Term Loan and to the application
                  of the proceeds therefrom, as though made on and as of such
                  date, except to the extent that any such representation or
                  warranty expressly relates only to an earlier date, in which
                  case they were correct as of such earlier date; and

                  (B) no event has occurred and is continuing, or will result
                  from such Proposed Term Loan or from the application of the
                  proceeds therefrom, which constitutes an Event of Default or a
                  Potential Event of Default.



                                              Very truly yours,



                                              VIAD CORP


                                              By:      _________________________
                                                       Title:


                                              By:      _________________________
                                                       Title:

                                     A-3-2


                                                   Notice of Term Loan Borrowing

<PAGE>
                                    EXHIBIT B

                       [FORM OF ASSIGNMENT AND ACCEPTANCE]

                            ASSIGNMENT AND ACCEPTANCE

                              Dated ________, 20__


                  Reference is made to that certain Credit Agreement (Short Term
Revolving Credit Facility) dated as of August 31, 2001 (as it may be amended,
supplemented, restated or otherwise modified from time to time, the "CREDIT
AGREEMENT") among Viad Corp (the "BORROWER"), the Lenders (as defined in the
Credit Agreement) and Citicorp USA, Inc., as Administrative Agent for the
Lenders. Terms defined in the Credit Agreement and not defined herein are used
herein with the same meaning.

                  _________________ (the "ASSIGNOR") and ________________ (the
"ASSIGNEE") agree as follows:

                  1. The Assignor hereby sells and assigns without recourse to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
that interest in and to all of the Assignor's rights and obligations under the
Credit Agreement as of the Effective Date (as defined below) which represents
the percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement, including, without limitation, such
interest in the Assignor's Commitment and the Advances owing to the Assignor.
After giving effect to such sale and assignment, the Assignee's Commitment, the
amount of the Advances owing to the Assignee, and the Commitment Termination
Date of the Assignee will be as set forth in Section 2 of Schedule 1. In
consideration of Assignor's assignment, Assignee hereby agrees to pay to
Assignor, on the Effective Date, the amount of $_________ in immediately
available funds by wire transfer to Assignor's office at _______________.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other


                                      B-1

                                                       Assignment and Acceptance
<PAGE>
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) confirms that it is an Eligible
Assignee; (iv) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (v) agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a
Lender; and (vi) specifies as its Domestic Lending Office (and address for
notices) and Eurodollar Lending Office the offices set forth beneath its name on
the signature pages hereof [and (vii) attaches the forms prescribed by the
Internal Revenue Service of the United States certifying as to the Assignee's
status for purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the Assignee under the Credit
Agreement or such other documents as are necessary to indicate that all such
payments are subject to such rates at a rate reduced by an applicable tax
treaty].*

                  4. Following the execution of this Assignment and Acceptance
by the Assignor and the Assignee, it will be delivered to the Administrative
Agent for acceptance and recording by the Administrative Agent. The effective
date of this Assignment and Acceptance shall be the date of acceptance thereof
by the Administrative Agent, unless otherwise specified on Schedule 1 hereto
(the "EFFECTIVE DATE").

                  5. Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and (ii) the Assignor shall,
to the extent provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit Agreement for periods
prior to the Effective Date directly between themselves.

                  7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed by their respective officers thereunto
duly authorized, as of the date first above written, such execution being made
on Schedule 1 hereto.



--------
*If the Assignee is organized under the laws of a jurisdiction outside the
United States.



                                      B-2

                                                       Assignment and Acceptance
<PAGE>
                                   Schedule 1
                                       to
                            Assignment and Acceptance
                                Dated _____, 20__

<TABLE>
<S>                                                              <C>
Section 1.

         Percentage Interest in all Commitments/Advances:                ______%

Section 2.

          Assignee's Commitment:                                         $______
          Aggregate Outstanding Principal
          Amount of Advances owing to the Assignee:                      $______

         Assignee's Commitment Termination Date:                 _________, 200_
</TABLE>


Section 3.

         Effective Date*:  ________, 20_

                                                 [NAME OF ASSIGNOR]


                                                 By:____________________________
                                                    Title:

                                                 [NAME OF ASSIGNEE]


                                                 By:____________________________
                                                    Title:


                                                 Domestic Lending Office
                                                   (and address for
                                                   notices):
                                                          [Address]

                                                 Eurodollar Lending Office:
                                                          [Address]

Accepted this ____ day
of _____________, 200_


CITICORP USA, INC., as Administrative Agent



* This date should be no earlier than the date of acceptance by the
Administrative Agent.


                                     B-1-1

                                                       Assignment and Acceptance
<PAGE>
By:___________________________
         Title:



VIAD CORP


By:___________________________
         Title:












                                B-1-2

                                                       Assignment and Acceptance
<PAGE>
                                    EXHIBIT C

                    [FORM OF OPINION OF COUNSEL TO BORROWER]


                                 [CLOSING DATE]



Citicorp USA, Inc., as Administrative Agent
1 Court Square
Long Island City, New York  11120

and

The Banks (the "Banks") Listed on
Schedule I Party to the Credit
Agreement Referred to Below


                  RE: CREDIT AGREEMENT (SHORT TERM REVOLVING CREDIT FACILITY)
                  DATED AS OF AUGUST 31, 2001, AMONG VIAD CORP, THE BANKS NAMED
                  THEREIN AND CITICORP USA, INC. AS ADMINISTRATIVE AGENT


Ladies and Gentlemen:

                  I am Vice President and General Counsel of Viad Corp, a
Delaware corporation (the "Borrower"), and as such have acted as counsel to the
Borrower in connection with the negotiation, execution and delivery by the
Borrower of the Credit Agreement (Short Term Revolving Credit Facility) dated as
of August 31, 2001 (the "Credit Agreement") among the Borrower, the Banks and
Citicorp USA, Inc. as Administrative Agent. Terms defined in the Credit
Agreement and not otherwise defined herein are used herein as therein defined.

                  This opinion is delivered to you pursuant to Section
3.01(a)(vi) of the Credit Agreement. I have examined the Credit Agreement and I
have examined or am familiar with originals or copies, the authenticity of which
has been established to my satisfaction of such other documents, corporate
records, agreements and instruments, and certificates of public officials and of
officers of the Borrower as I have deemed necessary or appropriate to enable me
to express the opinions set forth below. As to questions of fact material to
such opinions, I have, when relevant facts were not independently established,
relied upon certification by officers of the Borrower, which I believe to be
reliable.

                  The opinions hereinafter expressed are subject to the fact
that I am a member of the State Bar of Arizona and do not hold myself out as an
expert on the laws of other states or jurisdictions except (i) the federal law
of the United States of America, (ii) the General Corporation Law of the State
of Delaware, and (iii) the laws of New York relevant to the opinions herein
expressed.


                                      C-1
                                                  Opinion of Counsel to Borrower
<PAGE>
                  Based upon the foregoing and having regard to legal
considerations which I have deemed relevant, it is my opinion that:

                  1. The Borrower is a corporation validly existing and in good
standing under the laws of the State of Delaware and is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions
which require such qualification, except to the extent that failure to so
qualify would not have a material adverse effect on the Borrower. The Borrower
has all requisite corporate power and authority to own and operate its
properties, to conduct its business as presently conducted, and to execute,
deliver and perform its obligations under the Credit Agreement.

                  2. The Credit Agreement has been duly authorized by all
necessary corporate action on the part of the Borrower and has been duly
executed and delivered by the Borrower. The Credit Agreement constitutes the
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency and reorganization laws and other similar laws
governing the enforcement of lessors' or creditors' rights and by the effects of
specific performance, injunctive relief and other equitable remedies.

                  3. Neither the execution and delivery by the Borrower of the
Credit Agreement, nor consummation of the transactions contemplated thereby, nor
compliance on or prior to the date hereof with the terms and conditions thereof
by the Borrower conflicts with or is a violation of, its certificate of
incorporation or bylaws, each as in effect on the date hereof. Neither the
execution and delivery by the Borrower of the Credit Agreement, nor the
consummation of the transactions contemplated thereby, nor compliance on or
prior to the date hereof with the terms and conditions thereof by the Borrower
will result in a violation of any applicable federal or New York law,
governmental rule or regulation or of the Corporation Law of the State of
Delaware or conflicts with, will result in a breach of, or constitutes a default
under, any provision of any indenture, agreement or other instrument to which
the Borrower is a party or any of its properties may be bound ("Material
Agreements"), or any order, judgment or decree to which the Borrower or any of
its assets are bound ("Judicial Orders"), or will result in the creation or
imposition of any lien upon any property or assets of the Borrower pursuant to
any Material Agreement or Judicial Order.

                  4. Neither the making of the Advances pursuant to, nor
application of the proceeds thereof in accordance with, the Credit Agreement,
will violate Regulations T, U or X promulgated by the Board of Governors of the
Federal Reserve System.

                  5. No consent, approval or authorization of, and no
registration, declaration or filing with, any administrative, governmental or
other public authority of the United States of America or the State of New York
or under the Corporation Law of the State of Delaware is required by law to be
obtained or made by the Borrower for the execution, delivery and performance by
the Borrower of the Credit Agreement, except such filings as may be required in
the ordinary course to keep in full force and effect rights and franchises
material to the business of the Borrower and in connection with the payment of
taxes.

                                      C-2
                                                  Opinion of Counsel to Borrower
<PAGE>
                  6. The Borrower is not an "investment company" or a Person
directly or indirectly "controlled" by or "acting on behalf of an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

                  This opinion is delivered to the Administrative Agent and the
Banks as of the date hereof in connection with the Credit Agreement, and may not
be relied upon by any person other than the Administrative Agent and the Banks
and their permitted assignees, or by them in any other context, and may not be
furnished to any other person or entity without my prior written consent,
provided that each Bank and its permitted assignees may provide this opinion (i)
to bank examiners and other regulatory authorities should they so request or in
connection with their normal examination, (ii) to the independent auditors and
attorneys of such Bank, (iii) pursuant to order or legal process of any court or
governmental agency, (iv) in connection with any legal action to which the Bank
is a party arising out of the transactions contemplated by the Credit Agreement,
or (v) in connection with the assignment of or sale of participations in the
Advances.

Very truly yours,


                                      C-3


                                                  Opinion of Counsel to Borrower
<PAGE>
                                    EXHIBIT D

                     [FORM OF OPINION OF O'MELVENY & MYERS]


                                 [CLOSING DATE]


Citicorp USA, Inc., as Administrative Agent
1 Court Square
Long Island City, New York  11120

and

The Banks Party to the Credit Agreement
     Referred to Below

                  RE: CREDIT AGREEMENT (SHORT TERM REVOLVING CREDIT FACILITY)
                  DATED AS OF AUGUST 31, 2001, AMONG VIAD CORP, THE BANKS NAMED
                  THEREIN AND CITICORP USA, INC. AS ADMINISTRATIVE AGENT

Gentlemen:

                  We have participated in the preparation of the Credit
Agreement (Short Term Revolving Credit Facility) dated as of August 31, 2001
(the "Credit Agreement"; capitalized terms defined therein and not otherwise
defined herein are used herein as therein defined) among Viad Corp (the
"Borrower"), the Banks named therein (the "Banks") and Citicorp USA, Inc., as
Administrative Agent (the "Administrative Agent"), and have acted as special
counsel for the Administrative Agent for the purpose of rendering this opinion
pursuant to Section 3.01(a)(vii) of the Credit Agreement.

                  We have participated in various conferences and telephone
conferences with representatives of the Borrower and the Administrative Agent
and conferences and telephone calls with counsel to the Borrower, and with your
representatives, during which the Credit Agreement and related matters have been
discussed, and we have also participated in the meeting held on the date hereof
(the "Closing") incident to the effectiveness of the Credit Agreement. We have
reviewed the forms of the Credit Agreement and the exhibits thereto, and the
opinion of Scott E. Sayre, Vice President and General Counsel of the Borrower
(the "Opinion"), and officers' certificates and other documents delivered at the
Closing. We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals or copies, the due authority of all
persons executing the same, and we have relied as to factual matters on the
documents which we have reviewed.

                  On the basis of such examination, our reliance upon the
assumptions contained herein and our consideration of those questions of law we
considered relevant and subject to the limitations and qualifications in this
opinion, we are of the opinion that:


                                      D-1
                                                    Opinion of O'Melveny & Myers
<PAGE>
                  1. The Credit Agreement constitutes the legally valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally (including, without limitation, fraudulent conveyance laws) and
by general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law. In giving the foregoing
opinion, we have assumed, without independent investigation, that the Credit
Agreement has been duly authorized by all necessary corporate action on the part
of the Borrower and has been duly executed and delivered by the Borrower.

                  2. The Opinion is satisfactory in form to us and, in our
opinion, you are justified in relying thereon.

                  Our opinions in paragraph 1 above as to the enforceability of
the Credit Agreement are subject to:

                           (a) public policy considerations, statutes or court
         decisions that may limit the rights of a party to obtain
         indemnification against its own gross negligence, willful misconduct or
         unlawful conduct; and

                           (b) the unenforceability under certain circumstances
         of waivers of rights granted by law where the waivers are against
         public policy or prohibited by law.

                  We express no opinion as to the effect of non-compliance by
you with any state or federal laws or regulations applicable to the transactions
contemplated by the Credit Agreement because of the nature of your business.

                  The law covered by this opinion is limited to the present
federal law of the United States and the present law of the State of New York.
We express no opinion as to the laws of any other jurisdiction.

                  This opinion is furnished by us as special counsel for the
Administrative Agent and may be relied upon by you only in connection with the
Credit Agreement. It may not be used or relied upon by you for any other purpose
or by any other person, nor may copies be delivered to any other person, without
in each instance our prior written consent. You may, however, deliver a copy of
this opinion to permitted assignees of all or a portion of a Lender's rights and
obligations under the Credit Agreement in connection with such assignment, and
such assignees may rely on this opinion as if it were addressed and had been
delivered to them on the date of this opinion. This opinion may also be
disclosed to regulatory and other governmental authorities having jurisdiction
over you requesting (or requiring) such disclosure.




                                                   Respectfully submitted,


                                      D-2
                                                    Opinion of O'Melveny & Myers
<PAGE>
                                    EXHIBIT E

                          [FORM OF EXTENSION AGREEMENT]

                                    VIAD CORP

                       REQUEST FOR EXTENSION OF COMMITMENT
                                TERMINATION DATE


                                                                          [Date]

[Name and Address of Eligible Lender]

                  Pursuant to that certain Credit Agreement (Short Term
Revolving Credit Facility) dated as of August 31, 2001 (as amended from time to
time, the "CREDIT AGREEMENT", the terms defined therein being used herein as
therein defined) among Viad Corp (the "BORROWER"), certain Lenders party thereto
and Citicorp USA, Inc., as Administrative Agent for said Lenders, this
represents the Borrower's request to extend the Commitment Termination Date of
each Eligible Lender to (1) PURSUANT TO SECTION 2.16 OF THE CREDIT AGREEMENT.

                  The Borrower hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the effectiveness
of the extension requested hereby ("PROPOSED EXTENSION"):

                  (a) the representations and warranties contained in Section
                  4.01 of the Credit Agreement are correct, before and after
                  giving effect to the Proposed Extension, as though made on and
                  as of such date, except to the extent that any such
                  representation or warranty expressly relates only to an
                  earlier date, in which case they were correct as of such
                  earlier date;

                  (b) no event has occurred and is continuing, or would result
                  from the Proposed Extension, which constitutes an Event of
                  Default or a Potential Event of Default; and

                  (c) the balance sheet of the Borrower and its Subsidiaries as
                  at ___________, 200_(2), AND THE RELATED STATEMENTS OF INCOME
                  AND RETAINED EARNINGS OF THE BORROWER AND ITS SUBSIDIARIES FOR
                  THE FISCAL YEAR THEN ENDED, COPIES OF EACH OF WHICH HAVE BEEN
                  FURNISHED TO EACH LENDER, FAIRLY PRESENT THE FINANCIAL
                  CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS AT SUCH
                  APPLICABLE DATE AND THE RESULTS OF THE OPERATIONS OF THE
                  BORROWER AND ITS SUBSIDIARIES FOR THE FISCAL YEAR ENDED ON
                  SUCH APPLICABLE DATE, ALL IN ACCORDANCE WITH GAAP CONSISTENTLY
                  APPLIED, AND SINCE _______________, 200_[2], there has been no
                  material adverse change in the business, condition (financial
                  or otherwise), operations or properties of the Borrower and
                  its Subsidiaries, taken as a whole.


[1]      Insert date which is 364 days after the latest Commitment Termination
         Date in effect.
[2]      Insert date of the most recent audited balance sheet of the Borrower
         and its Subsidiaries.




                                       E-1
                                                             Extension Agreement
<PAGE>
                  Please indicate your consent to such extension of the
Commitment Termination Date by signing the attached copy of this request in the
space provided below and returning the same to the undersigned.

                                              Very truly yours,

                                              VIAD CORP


                                              By       _________________________
                                                       Title:


                                              By       _________________________
                                                       Title:


The undersigned Eligible Lender
hereby consents to the extension
of its Commitment Termination
Date as requested above. This
consent is subject to the
terms of Section 2.16 of the Credit
Agreement.

DATED: ___________________

[ELIGIBLE LENDER]


By: ______________________
Title:____________________


                                      E-2
                                                             Extension Agreement
<PAGE>
                                    EXHIBIT F

                        [FORM OF COMPLIANCE CERTIFICATE]



                  The undersigned certifies that: (i) this Certificate is as of
__________ and pertains to the period from _________ to _________, (ii) the
undersigned has reviewed the terms of that certain Credit Agreement (Short Term
Revolving Credit Facility), dated as of August 31, 2001, among Viad Corp, the
Banks named therein and Citicorp USA, Inc., as Administrative Agent (as it may
be amended, supplemented, restated or otherwise modified from time to time, the
"CREDIT AGREEMENT") and has made, or caused to be made under the undersigned's
supervision, a review in reasonable detail of the transactions and condition of
the Borrower and its Subsidiaries during the period set forth above and (iii)
such review has not disclosed the existence during or at the end of such period,
and the undersigned does not have knowledge of the existences as of the date of
this Certificate, of any condition or event that constitutes an Event of Default
or Potential Event of Default.(3) CAPITALIZED TERMS USED HEREIN SHALL HAVE THE
MEANINGS SET FORTH IN THE CREDIT AGREEMENT.


<TABLE>
<S>      <C>                                                                                 <C>
A.       NET WORTH
         For the Borrower and its Subsidiaries:

         1.       Net Worth as of the Closing Date                                           $__________

         2.       66% multiplied (1) of this Section A                                       $__________

         3.       Net Income (if a positive number) from the Closing Date to the then        $__________
                  most recent June 30 or December 31

         4.       25% multiplied (3) of this Section A                                       $__________

         5.       aggregate net proceeds, including cash and the fair market
                  value of $__________ property other than cash, received by the
                  Borrower from the issue or sale of capital stock of the
                  Borrower from the Closing Date to the then most recent June 30
                  or December 31
</TABLE>


[3]If any event or condition that constitutes an Event of Default or Potential
Event of Default exists, the Certificate should include the nature and period of
existence of such event or condition and what action the Borrower has taken, is
taking and proposes to take with respect thereto.


                                      F-1
                                                          Compliance Certificate
<PAGE>
<TABLE>
<S>               <C>                                                                        <C>
         6.       aggregate of 25% of the after tax gains realized from unusual,             $__________
                  extraordinary, and major nonrecurring items from the Closing Date to
                  the then most recent June 30 or December 31

         7.       Additions to Capital [(5) plus (6)]                                        $__________

         8.       Net Worth                                                                  $__________

         9.       Minimum Net Worth [(2) plus (4) plus (7)]                                  $__________
</TABLE>

B.       MAXIMUM FUNDED DEBT RATIO.
         For the Borrower and its Subsidiaries (for each period consisting of
         the most recently ended four consecutive fiscal quarters of the
         Borrower):

<TABLE>
<S>               <C>                                                                        <C>
         1.       indebtedness for borrowed money or for the deferred purchase price of
                  property or services                                                       $__________

         2.       obligations as lessee under leases which shall have been or should
                  be, in accordance with GAAP, recorded as capital leases
                                                                                             $__________

         3.       obligations under guarantees in respect of indebtedness or
                  obligations of others of the kinds referred to in clauses (1) and (2)
                  of this Section B
                                                                                             $__________

         4.       Funded Debt [(1) plus (2) plus (3)]                                        $__________

         5.       consolidated net income plus provision for taxes (excluding
                  extraordinary, unusual, or nonrecurring gains or losses)
                                                                                             $__________

         6.       interest expense                                                           $__________

         7.       depreciation expense and amortization of intangibles
                                                                                             $__________

         8.       EBITDA [(5) plus (6) plus (7)]                                             $__________

         9.       Ratio of Funded Debt to EBITDA [(4):(8)]                                   ____:____
</TABLE>


                                      F-2
                                                          Compliance Certificate
<PAGE>
         10.      Maximum Funded Debt Ratio required under Credit
                  Agreement                                            3.00:1.00


                                                  By: _________________________
                                                  Title: ______________________

                                      F-3
                                                          Compliance Certificate
<PAGE>
                                   EXHIBIT G-1

                 [FORM OF PROMISSORY NOTE (COMMITTED ADVANCES)]

                                 PROMISSORY NOTE


__________________                          Dated: ______________, 20___


                  FOR VALUE RECEIVED, the undersigned, VIAD CORP, a Delaware
corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
______________________________ (the "LENDER"), for the account of its Applicable
Lending Office, the unpaid principal amount of each Advance made by the Lender
to the Borrower pursuant to the Credit Agreement referred to below on or before
the Termination Date of the Lender. The Borrower promises to pay interest on the
unpaid principal amount of each such Advance on the dates and at the rate or
rates provided for in the Credit Agreement. All such payments of principal and
interest shall be made in United States dollars in same day funds at the
Administrative Agent's office, as specified in the Credit Agreement.

                  All Advances made by the Lender, the respective maturities
thereof and all repayments of principal thereof shall be recorded by the Lender
and, prior to any transfer hereof, appropriate notations to evidence the
foregoing information with respect to each such Advance then outstanding shall
be endorsed by the Lender on the schedule attached hereto, or on a continuation
of such schedule attached to and made a part hereof, or in the records of such
Lender in accordance with its usual practice; provided that the failure of the
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement.

                  This promissory note is one of the promissory notes referred
to in Section 2.14(d) of that certain Credit Agreement (Short Term Revolving
Credit Facility) dated as of August 31, 2001, among the Borrower, the Lenders
named therein and Citicorp USA, Inc., as Administrative Agent (said Credit
Agreement, as it may be amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"). Terms defined in the Credit Agreement are used
herein with the same meanings. Reference is hereby made to the Credit Agreement
for provisions relating to this promissory note, including, without limitation,
the mandatory and optional prepayment hereof and the acceleration of the
maturity hereof.

                                            VIAD CORP

                                            By____________________________
                                            Title:


                                            By____________________________
                                            Title:



                                     G-1-1
                                            Promissory Note (Committed Advances)
<PAGE>
                         TRANSACTIONS ON PROMISSORY NOTE


<TABLE>
<CAPTION>
                     Amount of
                     Advance                                                    Amount
                     Made This          Maturity           Interest               of              Notation
   Date               Date               Period              Rate              Payment            Made By
----------          ---------          ----------         ----------          ----------         -----------
<S>                 <C>                <C>                <C>                 <C>                <C>


</TABLE>





                             G-1-1-1
                                            Promissory Note (Committed Advances)
<PAGE>
                                   EXHIBIT G-2

                    [FORM OF PROMISSORY NOTE (BID ADVANCES)]

                                 PROMISSORY NOTE


__________________                          Dated: ______________, 20___


                  FOR VALUE RECEIVED, the undersigned, VIAD CORP, a Delaware
corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
______________________________ (the "LENDER") for the account of its Applicable
Lending Office (as defined in the Credit Agreement referred to below) the
principal amount of each Bid Advance (as defined below) made by the Lender to
the Borrower pursuant to the Credit Agreement on the maturity date of such Bid
Advance determined pursuant to the Credit Agreement.

                  The Borrower further promises to pay interest on the unpaid
principal amount of each Bid Advance from the date of such Bid Advance until
such principal amount is paid in full, at such interest rates, and payable at
such times, in accordance with the terms of the Credit Agreement .

                  Both principal and interest are payable in lawful money of the
United States of America to Citicorp USA, Inc., as Administrative Agent, at the
office of Citibank, N.A. located at 1 Court Square, 7th Floor, Long Island City,
New York, 11120 in same day funds. Each Bid Advance made by the Lender to the
Borrower pursuant to the Credit Agreement, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Promissory
Note.

                  This Promissory Note is one of the promissory notes referred
to in Section 2.14(d) of, and is entitled to the benefits of, that certain
Credit Agreement (Short Term Revolving Credit Facility) dated as of August 31,
2001 (as it may be amended, supplemented, restated or otherwise modified from
time to time, the "CREDIT AGREEMENT") by and among Borrower, the financial
institutions named therein and Citicorp USA, Inc., as Administrative Agent. The
Credit Agreement, among other things, contains provisions for the making of
certain advances (the "BID ADVANCES") at the discretion of the Lender, and for
the acceleration of the maturity of the Bid Advances upon the happening of
certain stated events.

                  The date and amount of each Bid Advance, the maturity thereof
and the interest rate applicable thereto and all payments made by the Borrower
on account of principal hereof shall be recorded by the Lender and, prior to any
transfer of this Promissory Note, entered by the Lender on the grid attached
hereto, which is part of this Promissory Note, provided that the Lender shall
not be liable to the Borrower or to any other person for failure to record any
of the foregoing matters on the grid or otherwise in the Lender's records. Such
grid or such other record maintained by the Lender shall, in the absence of
manifest error, be conclusive evidence of the matters so recorded.


                                     G-2-1
                                                   Promissory Note(Bid Advances)
<PAGE>
                  The Borrower hereby waives presentment, demand, protest, and
notice of any kind. No failure to exercise, and no delay in exercising, any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.

                  This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York, United States.

                                                  VIAD CORP


                                                  By __________________________
                                                  Title _______________________


                                                  By __________________________
                                                  Title _______________________


                                G-2-2
                                                   Promissory Note(Bid Advances)
<PAGE>
                         TRANSACTIONS ON PROMISSORY NOTE


<TABLE>
<CAPTION>
                     Amount of
                     Advance                                                    Amount
                     Made This          Maturity           Interest               of              Notation
   Date               Date               Period              Rate              Payment            Made By
----------          ---------          ----------         ----------          ----------         -----------
<S>                 <C>                <C>                <C>                 <C>                <C>





</TABLE>



                                    G-2-1-1
                                                  Promissory Note (Bid Advances)
<PAGE>
                                    EXHIBIT H

                         [FORM OF DESIGNATION AGREEMENT]

                              DESIGNATION AGREEMENT

                             Dated __________, 20__


                  Reference is made to that certain Credit Agreement (Short Term
Revolving Credit Facility) dated as of August 31, 2001 (as it may be amended,
supplemented, restated or otherwise modified from time to time, the "CREDIT
AGREEMENT"; the terms defined therein being used herein as therein defined) by
and among Viad Corp, a Delaware corporation (the "COMPANY"), the financial
institutions named therein and Citicorp USA, Inc., as Administrative Agent.

                  _______________________ (the "DESIGNATOR") and
_______________________ (the "DESIGNEE") agree as follows:

                  1. The Designator hereby designates the Designee, and the
Designee hereby accepts such designation, to have a right to make Bid Advances
pursuant to Section 2.03 of the Credit Agreement.

                  2. The Designator makes no representation or warranty and
assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document furnished pursuant
thereto and (ii) the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto.

                  3. The Designee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Designation Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Designator or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is a Designated Bidder; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (vi)
specifies as its Applicable Lending Office with respect to Bid Advances (and
address for notices) the offices set forth beneath its name on the signature
page[s] hereof.

                                      H-1
                                                           Designation Agreement
<PAGE>
                  [Remainder of page intentionally left blank]


                                      H-2
                                                           Designation Agreement
<PAGE>
         This Designation Agreement shall be effective upon the execution of
this Agreement by the Designator, Designee and the Administrative Agent and the
notice to the Company as provided in the Credit Agreement.

         This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                        [NAME OF DESIGNATOR]


                                        By:___________________________
                                           Title:


                                        [NAME OF DESIGNEE]


                                        By:___________________________
                                           Title:

                                        Domestic Lending Office (and address for
                                        notices):
                                          [Address]

                                        Eurodollar Lending Office:
                                          [Address]

Accepted this ____ day
of ___________, 20__

Citicorp USA, Inc.
as Administrative Agent


By:___________________________
   Title:



                                      H-3
Designation Agreement